þ | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
o | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Delaware | 75-0135890 | |
(State or other jurisdiction of incorporation or organization) |
(I.R.S. employer identification no.) |
|
P. O. Box 655237 | ||
Dallas, Texas | 75265-5237 | |
(Address of principal executive offices) | (Zip code) |
Large accelerated filer o | Accelerated filer þ | Non-accelerated filer o | Smaller reporting company o |
Class | Outstanding at July 29, 2010 | |
Common Stock, $1.67 par value | 103,094,486* |
* | Consisting of 91,886,275 shares of Series A Common Stock and 11,208,211 shares of Series B Common Stock. |
Page | ||||||||
2 | ||||||||
15 | ||||||||
21 | ||||||||
21 | ||||||||
21 | ||||||||
21 | ||||||||
22 | ||||||||
22 | ||||||||
22 | ||||||||
22 | ||||||||
22 | ||||||||
27 | ||||||||
Exhibit 31.1 | ||||||||
Exhibit 31.2 | ||||||||
Exhibit 32 |
1
Three months ended | Six months ended | |||||||||||||||
June 30, | June 30, | |||||||||||||||
In thousands, except per share amounts (unaudited) | 2010 | 2009 | 2010 | 2009 | ||||||||||||
Net Operating Revenues |
$ | 162,982 | $ | 144,770 | $ | 317,314 | $ | 278,306 | ||||||||
Operating Costs and Expenses |
||||||||||||||||
Station salaries, wages and employee benefits |
51,911 | 45,536 | 103,135 | 98,209 | ||||||||||||
Station programming and other operating costs |
47,015 | 49,219 | 92,646 | 97,584 | ||||||||||||
Corporate operating costs |
7,855 | 5,199 | 17,464 | 14,148 | ||||||||||||
Pension contribution reimbursement |
(4,200 | ) | | (8,272 | ) | | ||||||||||
Depreciation |
8,770 | 9,967 | 18,013 | 20,759 | ||||||||||||
Total operating costs and expenses |
111,351 | 109,921 | 222,986 | 230,700 | ||||||||||||
Earnings from operations |
51,631 | 34,849 | 94,328 | 47,606 | ||||||||||||
Other Income and (Expense) |
||||||||||||||||
Interest expense |
(19,815 | ) | (15,332 | ) | (39,703 | ) | (29,912 | ) | ||||||||
Other income (expense), net |
375 | (2,805 | ) | 108 | 13,564 | |||||||||||
Total other income and (expense) |
(19,440 | ) | (18,137 | ) | (39,595 | ) | (16,348 | ) | ||||||||
Earnings before income taxes |
32,191 | 16,712 | 54,733 | 31,258 | ||||||||||||
Income taxes |
12,666 | 6,417 | 21,666 | 12,052 | ||||||||||||
Net earnings |
$ | 19,525 | $ | 10,295 | $ | 33,067 | $ | 19,206 | ||||||||
Earnings Per Share |
||||||||||||||||
Basic |
$ | 0.19 | $ | 0.10 | $ | 0.32 | $ | 0.18 | ||||||||
Diluted |
$ | 0.19 | $ | 0.10 | $ | 0.31 | $ | 0.18 | ||||||||
Weighted Average Shares Outstanding |
||||||||||||||||
Basic |
103,027 | 102,497 | 102,919 | 102,438 | ||||||||||||
Diluted |
103,456 | 102,513 | 103,342 | 102,458 | ||||||||||||
Dividends declared per share |
$ | | $ | | $ | | $ | 0.075 |
2
In thousands, except share and per share amounts | June 30, | December 31, | ||||||
(unaudited) | 2010 | 2009 | ||||||
Assets |
||||||||
Current assets: |
||||||||
Cash and temporary cash investments |
$ | 6,883 | $ | 4,800 | ||||
Accounts receivable, net |
136,286 | 139,911 | ||||||
Other current assets |
27,976 | 31,413 | ||||||
Total current assets |
171,145 | 176,124 | ||||||
Property, plant and equipment, net |
172,809 | 177,475 | ||||||
Intangible assets, net |
725,399 | 725,399 | ||||||
Goodwill |
423,873 | 423,873 | ||||||
Other assets |
73,133 | 81,590 | ||||||
Total assets |
$ | 1,566,359 | $ | 1,584,461 | ||||
Liabilities and Shareholders Equity |
||||||||
Current liabilities: |
||||||||
Accounts payable |
$ | 17,164 | $ | 20,736 | ||||
Accrued expenses |
44,658 | 41,922 | ||||||
Short-term pension obligation |
16,363 | 14,277 | ||||||
Accrued interest payable |
10,627 | 10,682 | ||||||
Income taxes payable |
4,044 | 12,052 | ||||||
Deferred revenue |
3,639 | 4,228 | ||||||
Total current liabilities |
96,495 | 103,897 | ||||||
Long-term debt |
989,669 | 1,028,219 | ||||||
Deferred income taxes |
183,501 | 169,888 | ||||||
Pension obligation |
168,826 | 182,065 | ||||||
Other liabilities |
20,387 | 28,561 | ||||||
Shareholders equity: |
||||||||
Preferred stock, $1.00 par value. Authorized
5,000,000 shares; none issued |
||||||||
Common stock, $1.67 par value. Authorized
450,000,000 shares |
||||||||
Series A: Issued 91,883,375 shares at June 30, 2010
and 90,956,337 shares at December 31, 2009 |
153,445 | 151,897 | ||||||
Series B: Issued 11,211,111 shares at June 30, 2010
and 11,642,354 shares at December 31, 2009 |
18,723 | 19,443 | ||||||
Additional paid-in capital |
913,745 | 911,989 | ||||||
Accumulated deficit |
(838,847 | ) | (871,913 | ) | ||||
Accumulated other comprehensive loss |
(139,585 | ) | (139,585 | ) | ||||
Total shareholders equity |
107,481 | 71,831 | ||||||
Total liabilities and shareholders equity |
$ | 1,566,359 | $ | 1,584,461 | ||||
3
Six months ended June 30, | ||||||||
In thousands (unaudited) | 2010 | 2009 | ||||||
Operations |
||||||||
Net earnings |
$ | 33,067 | $ | 19,206 | ||||
Adjustments to reconcile net earnings
to net cash provided by operations: |
||||||||
Gain on repurchase of senior notes |
| (14,905 | ) | |||||
Depreciation |
18,013 | 20,759 | ||||||
Pension contribution |
(13,787 | ) | | |||||
Employee retirement expense |
2,516 | (147 | ) | |||||
Deferred income tax |
13,458 | 12,273 | ||||||
Share-based compensation |
1,281 | 1,278 | ||||||
Other non-cash expenses |
(6,238 | ) | (3,155 | ) | ||||
Equity income from partnerships |
(191 | ) | 169 | |||||
Other, net |
(1,983 | ) | (3,050 | ) | ||||
Net change in operating assets and liabilities: |
||||||||
Accounts receivable |
2,984 | 22,799 | ||||||
Other current assets |
7,401 | (1,094 | ) | |||||
Accounts payable |
(6,481 | ) | (3,800 | ) | ||||
Accrued expenses |
4,569 | (13,590 | ) | |||||
Accrued interest payable |
395 | (525 | ) | |||||
Income taxes payable |
(7,546 | ) | (16,859 | ) | ||||
Net cash provided by operations |
47,458 | 19,359 | ||||||
Investments |
||||||||
Capital expenditures |
(6,467 | ) | (2,805 | ) | ||||
Other investments |
23 | 3,246 | ||||||
Other, net |
| 2,142 | ||||||
Net cash provided by (used for) investments |
(6,444 | ) | 2,583 | |||||
Financing |
||||||||
Net proceeds from revolving debt |
38,000 | 83,100 | ||||||
Payments on revolving debt |
(77,000 | ) | (66,100 | ) | ||||
Purchase of senior notes |
| (25,260 | ) | |||||
Payment of dividends on common stock |
| (15,375 | ) | |||||
Net proceeds from exercise of stock options |
33 | | ||||||
Excess tax benefit from option exercises |
36 | | ||||||
Net cash used for financing |
(38,931 | ) | (23,635 | ) | ||||
Net increase (decrease) in cash and temporary cash investments |
2,083 | (1,693 | ) | |||||
Cash and temporary cash investments at beginning of period |
4,800 | 5,770 | ||||||
Cash and temporary cash investments at end of period |
$ | 6,883 | $ | 4,077 | ||||
4
(1) | The accompanying unaudited consolidated condensed financial statements of Belo Corp. and subsidiaries (the Company or Belo) have been prepared in accordance with generally accepted accounting principles for interim financial information and in accordance with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. |
(2) | On February 8, 2008, the Company completed the spin-off of its former newspaper businesses and related assets into A. H. Belo Corporation (A. H. Belo), which has its own management and board of directors. Except as noted below, the Company has no further ownership interest in A. H. Belo or in any newspaper businesses or related assets, and A. H. Belo has no ownership interest in the Company or any television station businesses or related assets. Belo has not recognized any revenues or costs generated by A. H. Belo that would have been included in its financial results were it not for the spin-off. Belos relationship with A. H. Belo is governed by a separation and distribution agreement, a services agreement, a tax matters agreement, an employee matters agreement, and certain other agreements between the two companies or their respective subsidiaries. Belo and A. H. Belo also co-own certain downtown Dallas, Texas, real estate through a limited liability company. Belo and A. H. Belo also co-own other investments in third party businesses and have some overlap in board members and shareholders. Although the services related to these agreements generate continuing cash flows between Belo and A. H. Belo, the amounts are not significant to the ongoing operations of the Company. In addition, the agreements and other relationships do not provide Belo with the ability to significantly influence the operating or financial policies of A. H. Belo and, therefore, do not constitute significant continuing involvement. Additionally, A. H. Belo is required to reimburse the Company for 60 percent of each contribution the Company makes to the Pension Plan. |
(3) | The following table sets forth the reconciliation between weighted average shares used for calculating basic and diluted earnings per share for the three and six months ended June 30, 2010 and 2009. |
Three months ended | Six months ended | |||||||||||||||
June 30, | June 30, | |||||||||||||||
2010 | 2009 | 2010 | 2009 | |||||||||||||
Earnings (Numerator) |
||||||||||||||||
Net earnings |
$ | 19,525 | $ | 10,295 | $ | 33,067 | $ | 19,206 | ||||||||
Less: Income to participating securities |
(303 | ) | (185 | ) | (522 | ) | (285 | ) | ||||||||
Income available to common stockholders |
19,222 | 10,110 | 32,545 | 18,921 | ||||||||||||
Shares (Denominator) |
||||||||||||||||
Weighted average shares outstanding (basic) |
103,027 | 102,497 | 102,919 | 102,438 | ||||||||||||
Dilutive effect of employee stock options |
429 | 16 | 423 | 20 | ||||||||||||
Dilutive effect of restricted stock units (RSU) |
| | | | ||||||||||||
Adjusted weighted average shares outstanding |
103,456 | 102,513 | 103,342 | 102,458 | ||||||||||||
Earnings per share: |
||||||||||||||||
Basic |
.19 | .10 | .32 | 0.18 | ||||||||||||
Diluted |
.19 | .10 | .31 | 0.18 |
5
(4) | On January 1, 2010, the Company adopted the amendment to ASC 820-10, which expands fair value disclosure requirements. These disclosures are effective for fiscal years beginning after December 15, 2009. This amendment affects disclosure requirements only and has no effect on the Companys financial position or results of operations. |
(5) | Goodwill and indefinite-lived intangible assets (FCC licenses) are required to be tested at least annually for impairment or between annual tests if an event occurs or circumstances change that would, more likely than not, reduce the fair value of a reporting unit below its carrying amount. The Companys indefinite-lived intangible assets represent FCC licenses in markets (as defined by Nielsen Media Researchs Designated Market Area report) where the Companys stations operate. Goodwill is evaluated by reporting unit, with each reporting unit consisting of the television station(s) and cable news operations within a market. The Company measures the fair value of goodwill and indefinite-lived intangible assets annually as of December 31. |
(6) | At June 30, 2010, Belo had $885,669 in fixed-rate debt securities as follows: $175,568 of 63/4% Senior Notes due 2013; $270,101 of 8% Senior Notes due 2016; $200,000 of 73/4% Senior Debentures due 2027; and $240,000 of 71/4% Senior Debentures due 2027. The weighted average effective interest rate for the fixed-rate debt instruments is 7.5%. |
6
(7) | In November 2009, the Company issued Senior Notes that are fully and unconditionally guaranteed by each of the Companys 100%-owned subsidiaries as of the date of issuance. Accordingly, the following condensed consolidating financial statements present the consolidated balance sheets, consolidated statements of operations and consolidated statements of cash flows of Belo as parent, the guarantor subsidiaries consisting of Belos current 100%-owned subsidiaries, and eliminations necessary to arrive at the Companys information on a consolidated basis. These statements are presented in accordance with the disclosure requirements under Securities and Exchange Commission Regulation S-X, Rule 3-10. |
Guarantor | ||||||||||||||||
Parent | Subsidiaries | Eliminations | Total | |||||||||||||
Net Operating Revenues |
$ | | $ | 162,982 | $ | | $ | 162,982 | ||||||||
Operating Costs and Expenses |
||||||||||||||||
Station salaries, wages and employee benefits |
| 51,911 | | 51,911 | ||||||||||||
Station programming and other operating costs |
| 47,015 | | 47,015 | ||||||||||||
Corporate operating costs |
6,700 | 1,155 | | 7,855 | ||||||||||||
Pension contribution reimbursement |
(4,200 | ) | | | (4,200 | ) | ||||||||||
Depreciation |
460 | 8,310 | | 8,770 | ||||||||||||
Total operating costs and expenses |
2,960 | 108,391 | | 111,351 | ||||||||||||
Earnings (loss) from operations |
(2,960 | ) | 54,591 | | 51,631 | |||||||||||
Other Income and (Expense) |
||||||||||||||||
Interest expense |
(19,785 | ) | (30 | ) | | (19,815 | ) | |||||||||
Intercompany interest |
1,703 | (1,703 | ) | | | |||||||||||
Other income (expense), net |
(47 | ) | 422 | | 375 | |||||||||||
Total other income and (expense) |
(18,129 | ) | (1,311 | ) | | (19,440 | ) | |||||||||
Earnings (loss) before income taxes |
(21,089 | ) | 53,280 | | 32,191 | |||||||||||
Income tax benefit (expense) |
16,185 | (28,851 | ) | | (12,666 | ) | ||||||||||
Equity in earnings (loss) of subsidiaries |
24,429 | | (24,429 | ) | | |||||||||||
Net earnings (loss) |
$ | 19,525 | $ | 24,429 | $ | (24,429 | ) | $ | 19,525 | |||||||
7
Guarantor | ||||||||||||||||
Parent | Subsidiaries | Eliminations | Total | |||||||||||||
Net Operating Revenues |
$ | | $ | 144,770 | $ | | $ | 144,770 | ||||||||
Operating Costs and Expenses |
||||||||||||||||
Station salaries, wages and employee benefits |
| 45,536 | | 45,536 | ||||||||||||
Station programming and other operating costs |
| 49,219 | | 49,219 | ||||||||||||
Corporate operating costs |
4,907 | 292 | | 5,199 | ||||||||||||
Depreciation |
784 | 9,183 | | 9,967 | ||||||||||||
Total operating costs and expenses |
5,691 | 104,230 | | 109,921 | ||||||||||||
Earnings (loss) from operations |
(5,691 | ) | 40,540 | | 34,849 | |||||||||||
Other Income and (Expense) |
||||||||||||||||
Interest expense |
(15,296 | ) | (36 | ) | | (15,332 | ) | |||||||||
Intercompany interest |
1,704 | (1,704 | ) | | | |||||||||||
Other expense, net |
(685 | ) | (2,120 | ) | | (2,805 | ) | |||||||||
Total other income and (expense) |
(14,277 | ) | (3,860 | ) | | (18,137 | ) | |||||||||
Earnings (loss) before income taxes |
(19,968 | ) | 36,680 | | 16,712 | |||||||||||
Income tax benefit (expense) |
8,336 | (14,753 | ) | | (6,417 | ) | ||||||||||
Equity in earnings (loss) of subsidiaries |
21,927 | | (21,927 | ) | | |||||||||||
Net earnings (loss) |
$ | 10,295 | $ | 21,927 | $ | (21,927 | ) | $ | 10,295 | |||||||
8
Guarantor | ||||||||||||||||
Parent | Subsidiaries | Eliminations | Total | |||||||||||||
Net Operating Revenues |
$ | | $ | 317,314 | $ | | $ | 317,314 | ||||||||
Operating Costs and Expenses |
||||||||||||||||
Station salaries, wages and employee benefits |
| 103,135 | | 103,135 | ||||||||||||
Station programming and other operating costs |
| 92,646 | | 92,646 | ||||||||||||
Corporate operating costs |
15,484 | 1,980 | | 17,464 | ||||||||||||
Pension contribution reimbursement |
(8,272 | ) | | | (8,272 | ) | ||||||||||
Depreciation |
1,071 | 16,942 | | 18,013 | ||||||||||||
Total operating costs and expenses |
8,283 | 214,703 | | 222,986 | ||||||||||||
Earnings (loss) from operations |
(8,283 | ) | 102,611 | | 94,328 | |||||||||||
Other Income and (Expense) |
||||||||||||||||
Interest expense |
(39,640 | ) | (63 | ) | | (39,703 | ) | |||||||||
Intercompany interest |
3,406 | (3,406 | ) | | | |||||||||||
Other income (expense), net |
(214 | ) | 322 | | 108 | |||||||||||
Total other income and (expense) |
(36,448 | ) | (3,147 | ) | | (39,595 | ) | |||||||||
Earnings (loss) before income taxes |
(44,731 | ) | 99,464 | | 54,733 | |||||||||||
Income tax benefit (expense) |
26,305 | (47,971 | ) | | (21,666 | ) | ||||||||||
Equity in earnings (loss) of subsidiaries |
51,493 | | (51,493 | ) | | |||||||||||
Net earnings (loss) |
$ | 33,067 | $ | 51,493 | $ | (51,493 | ) | $ | 33,067 | |||||||
9
Guarantor | ||||||||||||||||
Parent | Subsidiaries | Eliminations | Total | |||||||||||||
Net Operating Revenues |
$ | | $ | 278,306 | $ | | $ | 278,306 | ||||||||
Operating Costs and Expenses |
||||||||||||||||
Station salaries, wages and employee benefits |
| 98,209 | | 98,209 | ||||||||||||
Station programming and other operating costs |
| 97,584 | | 97,584 | ||||||||||||
Corporate operating costs |
13,158 | 990 | | 14,148 | ||||||||||||
Depreciation |
2,126 | 18,633 | | 20,759 | ||||||||||||
Total operating costs and expenses |
15,284 | 215,416 | | 230,700 | ||||||||||||
Earnings (loss) from operations |
(15,284 | ) | 62,890 | | 47,606 | |||||||||||
Other Income and (Expense) |
||||||||||||||||
Interest expense |
(29,836 | ) | (76 | ) | | (29,912 | ) | |||||||||
Intercompany interest |
3,407 | (3,407 | ) | | | |||||||||||
Other income (expense), net |
13,957 | (393 | ) | | 13,564 | |||||||||||
Total other income and (expense) |
(12,472 | ) | (3,876 | ) | | (16,348 | ) | |||||||||
Earnings (loss) before income taxes |
(27,756 | ) | 59,014 | | 31,258 | |||||||||||
Income tax benefit (expense) |
12,014 | (24,066 | ) | | (12,052 | ) | ||||||||||
Equity in earnings (loss) of subsidiaries |
34,948 | | (34,948 | ) | | |||||||||||
Net earnings (loss) |
$ | 19,206 | $ | 34,948 | $ | (34,948 | ) | $ | 19,206 | |||||||
10
Guarantor | ||||||||||||||||
Parent | Subsidiaries | Eliminations | Total | |||||||||||||
Assets |
||||||||||||||||
Current assets: |
||||||||||||||||
Cash and temporary cash investments |
$ | 5,347 | $ | 1,536 | $ | | $ | 6,883 | ||||||||
Accounts receivable, net |
154 | 136,132 | | 136,286 | ||||||||||||
Other current assets |
8,949 | 19,027 | | 27,976 | ||||||||||||
Total current assets |
14,450 | 156,695 | | 171,145 | ||||||||||||
Property, plant and equipment, net |
3,953 | 168,856 | | 172,809 | ||||||||||||
Intangible assets, net |
| 725,399 | | 725,399 | ||||||||||||
Goodwill, net |
| 423,873 | | 423,873 | ||||||||||||
Deferred income taxes |
72,598 | | (72,598 | ) | | |||||||||||
Intercompany receivable |
294,214 | | (294,214 | ) | | |||||||||||
Investment in subsidiaries |
900,755 | | (900,755 | ) | | |||||||||||
Other assets |
45,427 | 27,706 | | 73,133 | ||||||||||||
Total assets |
$ | 1,331,397 | $ | 1,502,529 | $ | (1,267,567 | ) | $ | 1,566,359 | |||||||
Liabilities and Shareholders Equity |
||||||||||||||||
Current liabilities: |
||||||||||||||||
Accounts payable |
$ | 7,874 | $ | 9,290 | $ | | $ | 17,164 | ||||||||
Accrued expenses |
16,355 | 28,303 | | 44,658 | ||||||||||||
Short-term pension obligation |
16,363 | | | 16,363 | ||||||||||||
Income taxes payable |
4,044 | | | 4,044 | ||||||||||||
Deferred revenue |
| 3,639 | | 3,639 | ||||||||||||
Accrued interest payable |
10,627 | | | 10,627 | ||||||||||||
Total current liabilities |
55,263 | 41,232 | | 96,495 | ||||||||||||
Long-term debt |
989,669 | | | 989,669 | ||||||||||||
Deferred income taxes |
| 256,099 | (72,598 | ) | 183,501 | |||||||||||
Pension obligation |
168,826 | | | 168,826 | ||||||||||||
Intercompany payable |
| 294,214 | (294,214 | ) | | |||||||||||
Other liabilities |
10,158 | 10,229 | | 20,387 | ||||||||||||
Total shareholders equity |
107,481 | 900,755 | (900,755 | ) | 107,481 | |||||||||||
Total liabilities and shareholders equity |
$ | 1,331,397 | $ | 1,502,529 | $ | (1,267,567 | ) | $ | 1,566,359 | |||||||
11
Guarantor | ||||||||||||||||
Parent | Subsidiaries | Eliminations | Total | |||||||||||||
Assets |
||||||||||||||||
Current assets: |
||||||||||||||||
Cash and temporary cash investments |
$ | 3,646 | $ | 1,154 | $ | | $ | 4,800 | ||||||||
Accounts receivable, net |
361 | 139,550 | | 139,911 | ||||||||||||
Other current assets |
11,193 | 20,220 | | 31,413 | ||||||||||||
Total current assets |
15,200 | 160,924 | | 176,124 | ||||||||||||
Property, plant and equipment, net |
4,655 | 172,820 | | 177,475 | ||||||||||||
Intangible assets, net |
| 725,399 | | 725,399 | ||||||||||||
Goodwill, net |
| 423,873 | | 423,873 | ||||||||||||
Deferred income taxes |
77,210 | | (77,210 | ) | | |||||||||||
Intercompany receivable |
431,275 | | (431,275 | ) | | |||||||||||
Investment in subsidiaries |
782,606 | | (782,606 | ) | | |||||||||||
Other assets |
51,594 | 29,996 | | 81,590 | ||||||||||||
Total assets |
$ | 1,362,540 | $ | 1,513,012 | $ | (1,291,091 | ) | $ | 1,584,461 | |||||||
Liabilities and Shareholders Equity |
||||||||||||||||
Current liabilities: |
||||||||||||||||
Accounts payable |
$ | 10,882 | $ | 9,854 | $ | | $ | 20,736 | ||||||||
Accrued expenses |
17,181 | 24,741 | | 41,922 | ||||||||||||
Short-term pension obligation |
14,277 | | | 14,277 | ||||||||||||
Income taxes payable |
12,052 | | | 12,052 | ||||||||||||
Deferred revenue |
| 4,228 | | 4,228 | ||||||||||||
Accrued interest payable |
10,682 | | | 10,682 | ||||||||||||
Total current liabilities |
65,074 | 38,823 | | 103,897 | ||||||||||||
Long-term debt |
1,028,219 | | | 1,028,219 | ||||||||||||
Deferred income taxes |
| 247,098 | (77,210 | ) | 169,888 | |||||||||||
Pension obligation |
182,065 | | | 182,065 | ||||||||||||
Intercompany payable |
| 431,275 | (431,275 | ) | | |||||||||||
Other liabilities |
15,351 | 13,210 | | 28,561 | ||||||||||||
Total shareholders equity |
71,831 | 782,606 | (782,606 | ) | 71,831 | |||||||||||
Total liabilities and shareholders equity |
$ | 1,362,540 | $ | 1,513,012 | (1,291,091 | ) | $ | 1,584,461 | ||||||||
12
Guarantor | ||||||||||||
Parent | Subsidiaries | Total | ||||||||||
Operations |
||||||||||||
Net cash provided by (used for) operations |
$ | (77,043 | ) | $ | 124,501 | $ | 47,458 | |||||
Investments |
||||||||||||
Capital expenditures |
(474 | ) | (5,993 | ) | (6,467 | ) | ||||||
Other, net |
| 23 | 23 | |||||||||
Net cash used for investments |
(474 | ) | (5,970 | ) | (6,444 | ) | ||||||
Financing |
||||||||||||
Net proceeds from revolving debt |
38,000 | | 38,000 | |||||||||
Payments on revolving debt |
(77,000 | ) | | (77,000 | ) | |||||||
Net proceeds from exercise of stock options |
33 | | 33 | |||||||||
Excess tax benefit from option exercises |
36 | | 36 | |||||||||
Intercompany activity |
118,149 | (118,149 | ) | | ||||||||
Net cash provided by (used for) financing activities |
79,218 | (118,149 | ) | (38,931 | ) | |||||||
Net increase in cash and temporary
cash investments |
1,701 | 382 | 2,083 | |||||||||
Cash and temporary cash investments at beginning
of period |
3,646 | 1,154 | 4,800 | |||||||||
Cash and temporary cash investments at end
of period |
$ | 5,347 | $ | 1,536 | $ | 6,883 | ||||||
13
Guarantor | ||||||||||||
Parent | Subsidiaries | Total | ||||||||||
Operations |
||||||||||||
Net cash provided by (used for) operations |
$ | (49,826 | ) | $ | 69,185 | $ | 19,359 | |||||
Investments |
||||||||||||
Capital expenditures |
(240 | ) | (2,565 | ) | (2,805 | ) | ||||||
Other, net |
1,814 | 3,574 | 5,388 | |||||||||
Net cash provided by investments |
1,574 | 1,009 | 2,583 | |||||||||
Financing |
||||||||||||
Net proceeds from revolving debt |
83,100 | | 83,100 | |||||||||
Payments on revolving debt |
(66,100 | ) | | (66,100 | ) | |||||||
Purchase of senior notes |
(25,260 | ) | | (25,260 | ) | |||||||
Payment of dividends on common stock |
(15,375 | ) | | (15,375 | ) | |||||||
Intercompany activity |
70,366 | (70,366 | ) | | ||||||||
Net cash provided by (used for) financing activities |
46,731 | (70,366 | ) | (23,635 | ) | |||||||
Net decrease in cash and temporary cash investments |
(1,521 | ) | (172 | ) | (1,693 | ) | ||||||
Cash and temporary cash investments at beginning
of period |
4,592 | 1,178 | 5,770 | |||||||||
Cash and temporary cash investments at end
of period |
$ | 3,071 | $ | 1,006 | $ | 4,077 | ||||||
(8) | Belo has a long-term incentive plan under which awards may be granted to employees and outside directors in the form of non-qualified stock options, incentive stock options, restricted shares, restricted stock units (RSU), performance shares, performance units and stock appreciation rights. In addition, options may be accompanied by stock appreciation rights and limited stock appreciation rights. Rights and limited rights may also be issued without accompanying options. Cash-based bonus awards are also available under the plan. |
Share-based compensation cost for awards to Belos employees and non-employee directors was $667 and $3,599, for the three and six months ended June 30, 2010. Share-based compensation cost for awards to Belos employees and non-employee directors was $1,060 and $1,733 for the three and six months ended June 30, 2009. No compensation cost is recognized related to options issued by Belo but held by employees and non-employee directors of A. H. Belo. |
(9) | The net periodic pension cost (benefit) for the three and six months ended June 30, 2010 and 2009, includes the following components: |
Three months ended | Six months ended | |||||||||||||||
June 30, | June 30, | |||||||||||||||
2010 | 2009 | 2010 | 2009 | |||||||||||||
Interest cost on projected benefit obligation |
$ | 8,163 | $ | 8,304 | $ | 16,326 | $ | 16,608 | ||||||||
Expected return on assets |
(7,945 | ) | (8,673 | ) | (15,890 | ) | (17,328 | ) | ||||||||
Amortization of net loss |
1,099 | (619 | ) | 2,198 | 732 | |||||||||||
Net periodic pension cost (benefit) |
$ | 1,317 | $ | (988 | ) | $ | 2,634 | $ | 12 | |||||||
Belos current funding policy is to contribute annually to the Pension Plan amounts sufficient to meet minimum funding requirements as set forth in employee benefit and tax laws, but not in excess of the maximum tax-deductible contribution. The Company expects to make contributions totaling $14,277 to the Pension Plan in 2010. A. H. Belo is required to reimburse the Company for 60 percent of each contribution the Company makes to the Pension Plan. Assuming contributions of $14,277 are made to the Pension Plan in 2010, the amount of reimbursement the Company will receive from A. H. Belo will be $8,566. For the three and six months ended June 30, 2010, the Company made Pension Plan contributions of $7,000 and $13,787, respectively, and received reimbursements from A. H. Belo of $4,200 and $8,272, respectively. Pension contribution reimbursements received are classified as a credit to operating costs and expenses in the consolidated statement of operations. The Company made no contributions to the Pension Plan during 2009. No plan assets are expected to be returned to the Company during the fiscal year ending December 31, 2010. |
14
(10) | Under the terms of the separation and distribution agreement between the Company and A. H. Belo, A. H. Belo has agreed to indemnify the Company for any liability arising out of the lawsuits described in the following two paragraphs. |
On October 24, 2006, 18 former employees of The Dallas Morning News filed a lawsuit against The Dallas Morning News, the Company, and others in the United States District Court for the Northern District of Texas. The plaintiffs lawsuit mainly consists of claims of unlawful discrimination and ERISA violations. In June 2007, the court issued a memorandum order granting in part and denying in part defendants motion to dismiss. In August 2007 and March 2009, the court dismissed certain additional claims. A trial date is set for March or April 2011. The Company believes the lawsuit is without merit and is vigorously defending against it. |
On April 13, 2009, four former independent contractor newspaper carriers of The Press-Enterprise, on behalf of themselves and other similarly situated individuals, filed a purported class-action lawsuit against A. H. Belo, Belo, Press Enterprise Company, and as yet unidentified defendants in the Superior Court of the State of California, County of Riverside. The complaint alleges that the defendants violated California laws by allegedly improperly categorizing the plaintiffs and the purported class members as independent contractors rather than employees, and in doing so, allegedly failed to pay minimum, hourly and overtime wages to the purported class members and allegedly failed to comply with other laws and regulations applicable to an employer-employee relationship. Plaintiffs and purported class members are seeking minimum wages, unpaid regular and overtime wages, unpaid rest break and meal period compensation, reimbursement of expenses and losses incurred by them in discharging their duties, payment of minimum wage to all employees who failed to receive minimum wage for all hours worked in each payroll period, penalties, injunctive and other equitable relief, and reasonable attorneys fees and costs. On May 5, 2010, A. H. Belo and the other parties to the lawsuit reached a preliminary agreement to settle the lawsuit, subject to Court approval. The parties have agreed to cooperate and take all steps necessary and appropriate to obtain preliminary and final approval of the settlement, to effectuate its terms, and to record the satisfaction of judgment with the Court. As previously noted, A. H. Belo has agreed to indemnify the Company for any liability arising out of this lawsuit; no payment is required of the Company. |
In addition to the proceedings disclosed above, a number of other legal proceedings are pending against the Company, including several actions for alleged libel and/or defamation. In the opinion of management, liabilities, if any, arising from these other legal proceedings would not have a material adverse effect on the consolidated results of operations, liquidity or financial position of the Company. |
Item 2. | Managements Discussion and Analysis of Financial Condition and Results of Operations (dollars in thousands, except per share amounts) |
15
Number of | Station | |||||||||||||||||||||||||||||||
Station/ | Year Belo | Commercial | Station | Audience | ||||||||||||||||||||||||||||
Market | News | Acquired/ | Network | Stations in | Rank in | Share in | ||||||||||||||||||||||||||
Market | Rank(1) | Channel | Started | Affiliation | Channel | Market(2) | Market(3) | Market(4) | ||||||||||||||||||||||||
Dallas/Fort Worth |
5 | WFAA | 1950 | ABC | 8 | 16 | 1 | 7 | ||||||||||||||||||||||||
Dallas/Fort Worth |
5 | TXCN | 1999 | N/A | N/A | N/A | N/A | N/A | ||||||||||||||||||||||||
Houston |
10 | KHOU | 1984 | CBS | 11 | 15 | 2 | 8 | ||||||||||||||||||||||||
Phoenix |
12 | KTVK | 1999 | IND | 3 | 13 | 5 | * | 4 | |||||||||||||||||||||||
Phoenix |
12 | KASW | 2000 | CW | 61 | 13 | 7 | * | 2 | |||||||||||||||||||||||
Seattle/Tacoma |
13 | KING | 1997 | NBC | 5 | 13 | 1 | * | 9 | |||||||||||||||||||||||
Seattle/Tacoma |
13 | KONG | 2000 | IND | 16 | 13 | 5 | * | 2 | |||||||||||||||||||||||
Seattle/Tacoma |
13 | NWCN | 1997 | N/A | N/A | N/A | N/A | N/A | ||||||||||||||||||||||||
St. Louis |
21 | KMOV | 1997 | CBS | 4 | 8 | 2 | 10 | ||||||||||||||||||||||||
Portland(5) |
22 | KGW | 1997 | NBC | 8 | 8 | 2 | 8 | ||||||||||||||||||||||||
Charlotte |
24 | WCNC | 1997 | NBC | 36 | 8 | 3 | 6 | ||||||||||||||||||||||||
San Antonio |
37 | KENS | 1997 | CBS | 5 | 10 | 2 | 7 | ||||||||||||||||||||||||
Hampton/Norfolk |
43 | WVEC | 1984 | ABC | 13 | 8 | 1 | 10 | ||||||||||||||||||||||||
Austin |
48 | KVUE | 1999 | ABC | 24 | 7 | 1 | 9 | ||||||||||||||||||||||||
Louisville |
49 | WHAS | 1997 | ABC | 11 | 7 | 1 | * | 10 | |||||||||||||||||||||||
New Orleans(6) |
51 | WWL | 1994 | CBS | 4 | 8 | 1 | 14 | ||||||||||||||||||||||||
New Orleans(7) |
51 | WUPL | 2007 | IND | 54 | 9 | 6 | 1 | ||||||||||||||||||||||||
Tucson |
66 | KMSB | 1997 | FOX | 11 | 9 | 4 | 4 | ||||||||||||||||||||||||
Tucson |
66 | KTTU | 2002 | IND | 18 | 9 | 6 | 2 | ||||||||||||||||||||||||
Spokane |
75 | KREM | 1997 | CBS | 2 | 7 | 1 | 13 | ||||||||||||||||||||||||
Spokane |
75 | KSKN | 2001 | CW | 22 | 7 | 5 | 2 | ||||||||||||||||||||||||
Boise(8)(9) |
112 | KTVB | 1997 | NBC | 7 | 5 | 1 | 19 |
(1) | Market rank is based on the relative size of the television market Designated Market Area (DMA), among the 210 DMAs generally recognized in the United States, based on the September 2009 Nielsen Media Research report. | |
(2) | Represents the number of commercial television stations (both VHF and UHF) broadcasting in the market, excluding public stations, low power broadcast stations and cable channels. | |
(3) | Station rank is derived from the stations rating, which is based on the May 2010 Nielsen Media Research report of the number of television households tuned to the Companys station for the Sunday-Saturday 5:00 a.m. to 2:00 a.m. period (sign-on/sign-off) as a percentage of the number of television households in the market. | |
(4) | Station audience share is based on the May 2010 Nielsen Media Research report of the number of television households tuned to the station as a percentage of the number of television households with sets in use in the market for the sign-on/sign-off period. | |
(5) | The Company also owns KGWZ-LD, a low power television station in Portland, Oregon. | |
(6) | WWL also produces NewsWatch on Channel 15, a 24-hour daily local news and weather cable channel. | |
(7) | The Company also owns WBXN-CA, a Class A television station in New Orleans, Louisiana. | |
(8) | The Company also owns KTFT-LD (NBC), a low power television station in Twin Falls, Idaho. | |
(9) | Using its digital multicast capabilities, KTVB operates 24/7 Local News Channel, a 24-hour daily local news and weather channel. | |
* | Tied with one or more other stations in the market. |
16
Three months ended June 30, | Six months ended June 30, | |||||||||||||||||||||||
Percentage | Percentage | |||||||||||||||||||||||
2010 | Change | 2009 | 2010 | Change | 2009 | |||||||||||||||||||
Net operating revenues |
$ | 162,982 | 12.6 | % | $ | 144,770 | $ | 317,314 | 14.0 | % | $ | 278,306 | ||||||||||||
Operating costs and expenses |
111,351 | 1.3 | % | 109,921 | 222,986 | (3.3 | %) | 230,700 | ||||||||||||||||
Earnings from operations |
51,631 | 48.2 | % | 34,849 | 94,328 | 98.1 | % | 47,606 | ||||||||||||||||
Other income (expense) |
(19,440 | ) | 7.2 | % | (18,137 | ) | (39,595 | ) | 142.2 | % | (16,348 | ) | ||||||||||||
Earnings from operations
before income taxes |
32,191 | 92.6 | % | 16,712 | 54,733 | 75.1 | % | 31,258 | ||||||||||||||||
Income taxes |
(12,666 | ) | 97.4 | % | (6,417 | ) | (21,666 | ) | 79.8 | % | (12,052 | ) | ||||||||||||
Net earnings |
$ | 19,525 | 89.7 | % | $ | 10,295 | $ | 33,067 | 72.2 | % | $ | 19,206 | ||||||||||||
Three months ended June 30, | Six months ended June 30, | |||||||||||||||||||||||
Percentage | Percentage | |||||||||||||||||||||||
2010 | Change | 2009 | 2010 | Change | 2009 | |||||||||||||||||||
Non-political advertising |
$ | 143,232 | 13.7 | % | $ | 125,937 | $ | 274,765 | 12.7 | % | $ | 243,723 | ||||||||||||
Political advertising |
2,529 | 34.9 | % | 1,875 | 8,783 | 248.5 | % | 2,520 | ||||||||||||||||
Other |
17,221 | 1.6 | % | 16,958 | 33,766 | 5.3 | % | 32,063 | ||||||||||||||||
Net operating revenues |
$ | 162,982 | 12.6 | % | $ | 144,770 | $ | 317,314 | 14.0 | % | $ | 278,306 | ||||||||||||
17
Three months ended June 30, | Six months ended June 30, | |||||||||||||||||||||||
Percentage | Percentage | |||||||||||||||||||||||
2010 | Change | 2009 | 2010 | Change | 2009 | |||||||||||||||||||
Station EBITDA |
$ | 64,056 | 28.1 | % | 50,015 | 121,533 | 47.3 | % | 82,513 | |||||||||||||||
Corporate operating costs and expenses |
(7,855 | ) | 51.1 | % | (5,199 | ) | (17,464 | ) | 23.4 | % | (14,148 | ) | ||||||||||||
Depreciation |
(8,770 | ) | (12.0 | %) | (9,967 | ) | (18,013 | ) | (13.2 | %) | (20,759 | ) | ||||||||||||
Pension contribution reimbursement |
4,200 | N/A | | 8,272 | N/A | | ||||||||||||||||||
Net earnings from operations |
$ | 51,631 | 48.2 | % | $ | 34,849 | $ | 94,328 | 98.1 | % | $ | 47,606 | ||||||||||||
18
19
20
21
Item 4. Removed and Reserved |
Item 5. Other Information |
Item 6. Exhibits |
Exhibits marked with an asterisk (*) are incorporated by reference to documents previously filed by the Company with the Securities and Exchange Commission, as indicated. All other documents are filed with this report. Exhibits marked with a tilde (~) are management contracts, compensatory plan contracts or arrangements filed pursuant to Item 601(b)(10)(iii)(A) of Regulation S-K. |
Exhibit | ||||||||||
Number | Description | |||||||||
2.1 | * | Separation and Distribution Agreement by and between Belo Corp. and A. H. Belo Corporation dated as of February 8, 2008 (Exhibit 2.1 to the Companys Current Report on Form 8-K filed with the Securities and Exchange Commission on February 12, 2008 (Securities and Exchange Commission File No. 001-08598)(the February 12, 2008 Form 8-K)) | ||||||||
3.1 | * | Certificate of Incorporation of the Company (Exhibit 3.1 to the Companys Annual Report on Form 10-K dated March 15, 2000 (Securities and Exchange Commission File No. 001-08598) (the 1999 Form 10-K)) | ||||||||
3.2 | * | Certificate of Correction to Certificate of Incorporation dated May 13, 1987 (Exhibit 3.2 to the 1999 Form 10-K) | ||||||||
3.3 | * | Certificate of Designation of Series A Junior Participating Preferred Stock of the Company dated April 16, 1987 (Exhibit 3.3 to the 1999 Form 10-K) | ||||||||
3.4 | * | Certificate of Amendment of Certificate of Incorporation of the Company dated May 4, 1988 (Exhibit 3.4 to the 1999 Form 10-K) | ||||||||
3.5 | * | Certificate of Amendment of Certificate of Incorporation of the Company dated May 3, 1995 (Exhibit 3.5 to the 1999 Form 10-K) | ||||||||
3.6 | * | Certificate of Amendment of Certificate of Incorporation of the Company dated May 13, 1998 (Exhibit 3.6 to the Companys Quarterly Report on Form 10-Q for the quarter ended June 30, 1998 (Securities and Exchange Commission File No. 002-74702)(the 2nd Quarter 1998 Form 10-Q)) | ||||||||
3.7 | * | Certificate of Ownership and Merger, dated December 20, 2000, but effective as of 11:59 p.m. on December 31, 2000 (Exhibit 99.2 to the Companys Current Report on Form 8-K filed with the Securities and Exchange Commission on December 29, 2000 (Securities and Exchange Commission File No. 001-08598)) |
22
Exhibit | ||||||||||
Number | Description | |||||||||
3.8 | * | Amended Certificate of Designation of Series A Junior Participating Preferred Stock of the Company dated May 4, 1988 (Exhibit 3.7 to the 1999 Form 10-K) | ||||||||
3.9 | * | Certificate of Designation of Series B Common Stock of the Company dated May 4, 1988 (Exhibit 3.8 to the 1999 Form 10-K) | ||||||||
3.10 | * | Amended and Restated Bylaws of the Company, effective March 9, 2009 (Exhibit 3.1 to the Companys Current Report on Form 8-K filed with the Securities and Exchange Commission on March 11, 2009 (Securities and Exchange Commission File No. 001-08598)(the March 11, 2009 Form 8-K)) | ||||||||
4.1 | Certain rights of the holders of the Companys Common Stock are set forth in Exhibits 3.1-3.10 above | |||||||||
4.2 | * | Specimen Form of Certificate representing shares of the Companys Series A Common Stock (Exhibit 4.2 to the Companys Annual Report on Form 10-K dated March 13, 2001 (Securities and Exchange Commission File No. 001-08598)(the 2000 Form 10-K)) | ||||||||
4.3 | * | Specimen Form of Certificate representing shares of the Companys Series B Common Stock (Exhibit 4.3 to the 2000 Form 10-K) | ||||||||
4.4 | Instruments defining rights of debt securities: | |||||||||
(1) | * | Indenture dated as of June 1, 1997 between the Company and The Chase Manhattan Bank, as Trustee (the Indenture)(Exhibit 4.6(1) to the Companys Quarterly Report on Form 10-Q for the quarter ended June 30, 1997 (Securities and Exchange Commission File No. 002-74702)(the 2nd Quarter 1997 Form 10-Q)) | ||||||||
(2) | * | $200 million 7-3/4% Senior Debenture due 2027 (Exhibit 4.6(4) to the 2nd Quarter 1997 Form 10-Q) | ||||||||
(3) | * | Officers Certificate dated June 13, 1997 establishing terms of debt securities pursuant to Section 3.1 of the Indenture (Exhibit 4.6(5) to the 2nd Quarter 1997 Form 10-Q) | ||||||||
(4) | * | (a) | $200 million 7-1/4% Senior Debenture due 2027 (Exhibit
4.6(6)(a) to the Companys Quarterly Report on Form 10-Q for the quarter ended
September 30, 1997 (Securities and Exchange Commission File No. 002-74702)(the
3rd Quarter 1997 Form 10-Q)) |
|||||||
* | (b) | $50 million 7-1/4% Senior Debenture due 2027
(Exhibit 4.6(6)(b) to the 3rd Quarter 1997 Form 10-Q) |
||||||||
(5) | * | Officers Certificate dated September 26, 1997 establishing terms of debt securities pursuant to Section 3.1 of the Indenture (Exhibit 4.6(7) to the 3rd Quarter 1997 Form 10-Q) | ||||||||
(6) | * | Form of Belo Corp. 6-3/4% Senior Notes due 2013 (Exhibit 4.3 to the Companys Current Report on Form 8-K filed with the Securities and Exchange Commission on May 26, 2006 (Securities and Exchange Commission File No. 001-08598)(the May 26, 2006 Form 8-K)) | ||||||||
(7) | * | Officers Certificate dated May 26, 2006 establishing terms of debt securities pursuant to Section 3.1 of the Indenture (Exhibit 4.2 to the May 26, 2006 Form 8-K) | ||||||||
(8) | * | Underwriting Agreement Standard Provisions (Debt Securities), dated May 24, 2006 (Exhibit 1.1 to the May 26, 2006 Form 8-K) | ||||||||
(9) | * | Underwriting Agreement, dated May 24, 2006, between the Company, Banc of America Securities LLC and JPMorgan Securities, Inc. (Exhibit 1.2 to the May 26, 2006 Form 8-K) | ||||||||
(10) | * | Form of Belo Corp. 8% Senior Notes due 2016 (Exhibit 4.2 to the Companys Current Report on Form 8-K filed with the Securities and Exchange Commission on November 16, 2009 (Securities and Exchange Commission File No. 001-08598)(the November 16, 2009 Form 8-K)) | ||||||||
(11) | * | Supplemental Indenture, dated November 16, 2009 among the Company, the Guarantors of the Notes and The Bank of New York Mellon Trust Company, N.A., as Trustee (Exhibit 4.1 to the November 16, 2009 Form 8-K) |
23
Exhibit | ||||||||||
Number | Description | |||||||||
(12) | * | Underwriting Agreement, dated November 10, 2009, between the Company, the Guarantors of the Notes and JPMorgan Securities, Inc. (Exhibit 1.1 to the November 16, 2009 Form 8-K) | ||||||||
10.1 | Financing agreements: | |||||||||
(1) | * | Amended and Restated Five-Year Competitive Advance and Revolving Credit Facility Agreement dated as of June 7, 2006 among the Company, as Borrower; JPMorgan Chase Bank, N.A., as Administrative Agent; J.P. Morgan Securities Inc. and Banc of America Securities LLC, as Joint Lead Arrangers and Joint Bookrunners; Bank of America, N.A., as Syndication Agent; and SunTrust Bank, The Bank of New York, and BNP Paribas, as Documentation Agents; and Mizuho Corporate Bank, Ltd., as Co-Documentation Agent (Exhibit 10.1 to the Companys Current Report on Form 8-K filed with the Securities and Exchange Commission on June 7, 2006 (Securities and Exchange Commission File No. 001-08598)) | ||||||||
(2) | * | First Amendment dated as of February 4, 2008 to the Amended and Restated Five-Year Competitive Advance and Revolving Credit Facility Agreement dated as of June 7, 2006 among the Company and the Lenders party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent (Exhibit 99.1 to the Companys Current Report on Form 8-K filed with the Securities and Exchange Commission on February 5, 2008 (Securities and Exchange Commission File No. 001-08598)) | ||||||||
(3) | * | Second Amendment dated as of February 26, 2009 to the Amended and Restated Five-Year Competitive Advance and Revolving Credit Facility Agreement dated as of June 7, 2006 among the Company and the Lenders party thereto and JPMorgan Chase Bank, N.A. as Administrative Agent (Exhibit 10.1(3) to the Companys Annual Report on Form 10-K dated March 2, 2009 (Securities and Exchange Commission File No. 001-08598)(the 2008 Form 10-K)) | ||||||||
(4) | * | Guarantee Agreement dated as of February 26, 2009, among Belo Corp., the Subsidiaries of Belo Corp. identified therein and JPMorgan Chase Bank, N.A. (Exhibit 10.1(4) to the 2008 Form 10-K) | ||||||||
(5) | * | Amendment and Restatement Agreement, dated as of November 16, 2009 to Amended and Restated Five-Year Competitive Advance and Revolving Credit Facility Agreement, dated as of February 26, 2009, among the Company, the Lenders party thereto, JPMorgan Chase Bank, N.A., as Administrative Agent, and the other parties thereto (Exhibit 10.1 to the November 16, 2009 Form 8-K) | ||||||||
(6) | * | Form of Supplement, dated as of November 16, 2009, to the Guarantee Agreement dated as of February 26, 2009, among the Company, the Subsidiaries of the Company from time to time part thereto and JPMorgan Chase Bank, N.A., as Administrative Agent (Exhibit 10.2 to the November 16, 2009 Form 8-K) | ||||||||
10.2 | Compensatory plans: | |||||||||
~(1) | Belo Savings Plan: | |||||||||
* | (a) | Belo Savings Plan Amended and Restated effective
January 1, 2008 (Exhibit 99.1 to the Companys Current Report on Form 8-K
filed with the Securities and Exchange Commission on December 11, 2007
(Securities and Exchange Commission File No. 001-08598)(the December 11,
2007 Form 8-K)) |
||||||||
* | (b) | First Amendment to the Amended and Restated Belo
Savings Plan effective as of January 1, 2008 (Exhibit 10.2(1)(b) to the
Companys Quarterly Report on Form 10-Q for the quarter ended June 30, 2008
(Securities and Exchange Commission File No. 001-08598)) |
||||||||
* | (c) | Second Amendment to the Amended and Restated Belo
Savings Plan effective as of January 1, 2009 (Exhibit 10.2(1)(c) to the 2008
Form 10-K) |
||||||||
* | (d) | Third Amendment to the Amended and Restated Belo
Savings Plan effective as of April 12, 2009 (Exhibit 10.1 to the March 11,
2009 Form 8-K) |
||||||||
* | (e) | Fourth Amendment to the Amended and Restated Belo
Savings Plan effective as of September 10, 2009 (Exhibit 10.1 to the
Companys Current Report on Form 8-K filed with the Securities and Exchange
Commission on September 10, 2009 (Securities and Exchange Commission File No
001-08598)) |
24
Exhibit | ||||||||||
Number | Description | |||||||||
~(2) | Belo 1986 Long-Term Incentive Plan: | |||||||||
* | (a) | Belo Corp. 1986 Long-Term Incentive Plan (Effective
May 3, 1989, as amended by Amendments 1, 2, 3, 4 and 5) (Exhibit 10.3(2) to
the Companys Annual Report on Form 10-K dated March 10, 1997 (Securities
and Exchange Commission File No. 001-08598)(the 1996 Form 10-K)) |
||||||||
* | (b) | Amendment No. 6 to 1986 Long-Term Incentive Plan,
dated May 6, 1992 (Exhibit 10.3(2)(b) to the Companys Annual Report on
Form 10-K dated March 19, 1998 (Securities and Exchange Commission File No.
002-74702)(the 1997 Form 10-K)) |
||||||||
* | (c) | Amendment No. 7 to 1986 Long-Term Incentive Plan,
dated October 25, 1995 (Exhibit 10.2(2)(c) to the 1999 Form 10-K) |
||||||||
* | (d) | Amendment No. 8 to 1986 Long-Term Incentive Plan,
dated July 21, 1998 (Exhibit 10.3(2)(d) to the 2nd Quarter 1998
Form 10-Q) |
||||||||
~(3) | * | Belo 1995 Executive Compensation Plan, as restated to incorporate amendments through December 4, 1997 (Exhibit 10.3(3) to the 1997 Form 10-K) | ||||||||
* | (a) | Amendment to 1995 Executive Compensation Plan,
dated July 21, 1998 (Exhibit 10.2(3)(a) to the 2nd Quarter 1998
Form 10-Q) |
||||||||
* | (b) | Amendment to 1995 Executive Compensation Plan,
dated December 16, 1999 (Exhibit 10.2(3)(b) to the 1999 Form 10-K) |
||||||||
* | (c) | Amendment to 1995 Executive Compensation Plan,
dated December 5, 2003 (Exhibit 10.3(3)(c) to the Companys Annual Report
on Form 10-K dated March 4, 2004 (Securities and Exchange Commission File
No. 001-08598)(the 2003 Form 10-K)) |
||||||||
* | (d) | Form of Belo Executive Compensation Plan Award
Notification for Employee Awards (Exhibit 10.2(3)(d) to the Companys
Annual Report on Form 10-K dated March 6, 2006 (Securities and Exchange
Commission File No. 001-08598)(the 2005 Form 10-K)) |
||||||||
~(4) | * | Management Security Plan (Exhibit 10.3(1) to the 1996 Form 10-K) | ||||||||
* | (a) | Amendment to Management Security Plan of Belo Corp.
and Affiliated Companies (as restated effective January 1, 1982)(Exhibit
10.2(4)(a) to the 1999 Form 10-K) |
||||||||
~(5 | ) | Belo Supplemental Executive Retirement Plan | ||||||||
* | (a) | Belo Supplemental Executive Retirement Plan As
Amended and Restated Effective January 1, 2004 (Exhibit 10.2(5)(a) to the
2003 Form 10-K) |
||||||||
* | (b) | Belo Supplemental Executive Retirement Plan As
Amended and Restated Effective January 1, 2007 (Exhibit 99.6 to the
December 11, 2007 Form 8-K) |
||||||||
* | (c) | Belo Supplemental Executive Retirement Plan As
Amended and Restated Effective January 1, 2008 (Exhibit 10.2(5)(c) to the
2008 Form 10-K) |
||||||||
~(6) | * | Belo Pension Transition Supplement Restoration Plan effective April 1, 2007 (Exhibit 99.5 to the December 11, 2007 Form 8-K) | ||||||||
* | (a) | First Amendment to the Belo Pension Transition
Supplement Restoration Plan, dated May 12, 2009 (Exhibit 10.1 to the
Companys Current Report on Form 8-K filed with the Securities and Exchange
Commission on May 14, 2009 (Securities and Exchange Commission File No.
001-08598)) |
||||||||
* | (b) | Second Amendment to the Belo Pension Transition
Supplement Restoration Plan, dated March 5, 2010 (Exhibit 10.1 to the
Companys Current Report on Form 8-K filed with the Securities and Exchange
Commission on March 8, 2010 (Securities and Exchange Commission file No.
001-08598)) |
25
Exhibit | ||||||||||
Number | Description | |||||||||
~(7) | * | Belo 2000 Executive Compensation Plan (Exhibit 4.15 to the Companys Registration Statement on Form S-8 filed with the Securities and Exchange Commission on August 4, 2000 (Securities and Exchange Commission File No. 333-43056)) | ||||||||
* | (a) | First Amendment to Belo 2000 Executive Compensation
Plan effective as of December 31, 2000 (Exhibit 10.2(6)(a) to the Companys
Annual Report on Form 10-K dated March 12, 2003 (Securities and Exchange
Commission File No. 001-08598 (the 2002 Form 10-K)) |
||||||||
* | (b) | Second Amendment to Belo 2000 Executive
Compensation Plan dated December 5, 2002 (Exhibit 10.2(6)(b) to the 2002
Form 10-K) |
||||||||
* | (c) | Third Amendment to Belo 2000 Executive Compensation
Plan dated December 5, 2003 (Exhibit 10.2(6)(c) to the 2003 Form 10-K) |
||||||||
* | (d) | Form of Belo Executive Compensation Plan Award
Notification for Employee Awards (Exhibit 10.2(6)(d) to the 2005 Form 10-K) |
||||||||
~(8) | * | Belo Amended and Restated 2004 Executive Compensation Plan (Exhibit 10.2(8) to the Companys Annual Report on Form 10-K dated March 12, 2010(Securities and Exchange Commission File No. 001-08598)(the 2009 Form 10-K)) | ||||||||
* | (a) | Form of Belo 2004 Executive Compensation Plan Award
Notification for Executive Time-Based Restricted Stock Unit Awards (Exhibit
10.1 to the Companys Current Report on Form 8-K filed with the Securities
and Exchange Commission on March 2, 2006 (Securities and Exchange
Commission File No. 001-08598) (the March 2, 2006 Form 8-K)) |
||||||||
* | (b) | Form of Belo 2004 Executive Compensation Plan Award
Notification for Employee Awards (Exhibit 10.2 to the March 2, 2006 Form
8-K) |
||||||||
* | (c) | Form of Award Notification under the Belo 2004
Executive Compensation Plan for Non-Employee Director Awards (Exhibit 10.2
to the Companys Current Report on Form 8-K filed with the Securities and
Exchange Commission on December 12, 2005 (Securities and Exchange
Commission File No. 001-08598)) |
||||||||
~(9) | * | Summary of Non-Employee Director Compensation (Exhibit 10.2(9) to the 2009 Form 10-K) | ||||||||
~(10) | * | Belo Corp. Change In Control Severance Plan (Exhibit 10.2(10) to the Companys Quarterly Report on Form 10-Q for the quarter ended March 31, 2009 (Securities and Exchange Commission File No. 001-08598)) | ||||||||
10.3 | Agreements relating to the spin-off distribution of A. H. Belo: | |||||||||
(1) | * | Tax Matters Agreement by and between Belo Corp. and A. H. Belo Corporation dated as of February 8, 2008 (Exhibit 10.1 to the February 12, 2008 Form 8-K) | ||||||||
* | (a) | First Amendment to Tax Matters Agreement by and
between Belo Corp. and A. H. Belo Corporation dated as of September 14,
2009 (Exhibit 10.1 to the Companys Current Report on Form 8-K filed with
the Securities and Exchange Commission on September 15, 2009 (Securities
and Exchange Commission File No. 001-08598)) |
||||||||
(2) | * | Employee Matters Agreement by and between Belo Corp. and A. H. Belo Corporation dated as of February 8, 2008 (Exhibit 10.2 to the February 12, 2008 Form 8-K) | ||||||||
(3) | * | Services Agreement by and between Belo Corp. and A. H. Belo Corporation dated as of February 8, 2008 (Exhibit 10.3 to the February 12, 2008 Form 8-K) | ||||||||
31.1 | Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | |||||||||
31.2 | Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | |||||||||
32 | Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
26
BELO CORP. |
||||
July 30, 2010 | By: | /s/ Carey P. Hendrickson | ||
Carey P. Hendrickson | ||||
Senior Vice President/Chief Financial Officer (Principal Financial and Accounting Officer) |
27