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 (State or other jurisdiction of incorporation or organization) |
75-0135890 (I.R.S. employer identification no.) |
|
400 South Record Street Dallas, Texas (Address of principal executive offices) |
75202-4841 (Zip code) |
Large accelerated filer o | Accelerated filer þ | Non-accelerated filer o | Smaller reporting company o | |||
(Do not check if a smaller reporting company) |
Class | Outstanding at July 31, 2011 | |
Common Stock, $1.67 par value | 103,679,804* |
* | Consisting of 93,415,137 shares of Series A Common Stock and 10,264,667 shares of Series B Common Stock. |
1
Three months ended | Six months ended | |||||||||||||||
June 30, | June 30, | |||||||||||||||
In thousands, except per share amounts (unaudited) | 2011 | 2010 | 2011 | 2010 | ||||||||||||
Net Operating Revenues |
$ | 166,379 | $ | 162,982 | $ | 317,849 | $ | 317,314 | ||||||||
Operating Costs and Expenses |
||||||||||||||||
Station salaries, wages and employee benefits |
54,525 | 51,911 | 108,361 | 103,135 | ||||||||||||
Station programming and other operating costs |
52,565 | 47,015 | 102,761 | 92,646 | ||||||||||||
Corporate operating costs |
6,692 | 7,855 | 12,991 | 17,464 | ||||||||||||
Pension settlement charge and contribution
reimbursements |
| (4,200 | ) | 20,466 | (8,272 | ) | ||||||||||
Depreciation |
7,707 | 8,770 | 15,631 | 18,013 | ||||||||||||
Total operating costs and expenses |
121,489 | 111,351 | 260,210 | 222,986 | ||||||||||||
Earnings from operations |
44,890 | 51,631 | 57,639 | 94,328 | ||||||||||||
Other Income and (Expense) |
||||||||||||||||
Interest expense |
(18,050 | ) | (19,815 | ) | (36,033 | ) | (39,703 | ) | ||||||||
Other income, net |
649 | 375 | 829 | 108 | ||||||||||||
Total other income and (expense) |
(17,401 | ) | (19,440 | ) | (35,204 | ) | (39,595 | ) | ||||||||
Earnings before income taxes |
27,489 | 32,191 | 22,435 | 54,733 | ||||||||||||
Income taxes |
9,402 | 12,666 | 8,662 | 21,666 | ||||||||||||
Net earnings |
$ | 18,087 | $ | 19,525 | $ | 13,773 | $ | 33,067 | ||||||||
Earnings Per Share |
||||||||||||||||
Basic |
$ | 0.17 | $ | 0.19 | $ | 0.13 | $ | 0.32 | ||||||||
Diluted |
$ | 0.17 | $ | 0.19 | $ | 0.13 | $ | 0.31 | ||||||||
Weighted Average Shares Outstanding |
||||||||||||||||
Basic |
103,626 | 103,027 | 103,515 | 102,919 | ||||||||||||
Diluted |
104,022 | 103,456 | 103,917 | 103,342 | ||||||||||||
Dividends declared per share |
$ | 0.05 | $ | | $ | 0.05 | $ | |
2
In thousands, except share and per share amounts | June 30, | December 31, | ||||||
(unaudited) | 2011 | 2010 | ||||||
Assets |
||||||||
Current assets: |
||||||||
Cash and temporary cash investments |
$ | 16,061 | $ | 8,309 | ||||
Accounts receivable, net |
141,271 | 144,992 | ||||||
Income tax receivable |
32,692 | 37,921 | ||||||
Other current assets |
21,022 | 19,574 | ||||||
Total current assets |
211,046 | 210,796 | ||||||
Property, plant and equipment, net |
149,638 | 164,439 | ||||||
Intangible assets, net |
725,399 | 725,399 | ||||||
Goodwill |
423,873 | 423,873 | ||||||
Other assets |
63,795 | 65,883 | ||||||
Total assets |
$ | 1,573,751 | $ | 1,590,390 | ||||
Liabilities and Shareholders Equity |
||||||||
Current liabilities: |
||||||||
Accounts payable |
$ | 18,449 | $ | 20,744 | ||||
Accrued expenses |
38,250 | 52,274 | ||||||
Short-term pension obligation |
15,095 | 36,571 | ||||||
Accrued interest payable |
10,578 | 10,405 | ||||||
Income taxes payable |
5,182 | 13,701 | ||||||
Dividends payable |
5,178 | | ||||||
Deferred revenue |
2,780 | 3,505 | ||||||
Total current liabilities |
95,512 | 137,200 | ||||||
Long-term debt |
886,553 | 897,111 | ||||||
Deferred income taxes |
250,675 | 206,765 | ||||||
Pension obligation |
56,939 | 155,510 | ||||||
Other liabilities |
17,167 | 23,162 | ||||||
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 93,412,167 shares at June 30, 2011
and 92,916,960 shares at December 31, 2010 |
155,998 | 155,172 | ||||||
Series B: Issued 10,264,667 shares at June 30, 2011
and 10,272,679 shares at December 31, 2010 |
17,142 | 17,155 | ||||||
Additional paid-in capital |
916,648 | 915,014 | ||||||
Accumulated deficit |
(765,382 | ) | (773,976 | ) | ||||
Accumulated other comprehensive loss |
(57,501 | ) | (142,723 | ) | ||||
Total shareholders equity |
266,905 | 170,642 | ||||||
Total liabilities and shareholders equity |
$ | 1,573,751 | $ | 1,590,390 | ||||
3
Six months ended June 30, | ||||||||
In thousands (unaudited) | 2011 | 2010 | ||||||
Operations |
||||||||
Net earnings |
$ | 13,773 | $ | 33,067 | ||||
Adjustments to reconcile net earnings
to net cash provided by operations: |
||||||||
Depreciation |
15,631 | 18,013 | ||||||
Pension settlement charge |
28,699 | | ||||||
Pension contributions |
(19,557 | ) | (13,787 | ) | ||||
Deferred income taxes |
(1,540 | ) | 13,458 | |||||
Employee retirement expense |
1,810 | 2,516 | ||||||
Share-based compensation |
1,435 | 1,281 | ||||||
Other non-cash items |
554 | (6,238 | ) | |||||
Equity (income) loss from partnerships |
(750 | ) | (191 | ) | ||||
Other, net |
(844 | ) | (1,983 | ) | ||||
Net change in operating assets and liabilities: |
||||||||
Accounts receivable |
3,109 | 2,984 | ||||||
Other current assets |
(2,225 | ) | 7,401 | |||||
Accounts payable |
(4,139 | ) | (6,481 | ) | ||||
Accrued expenses |
(13,942 | ) | 4,569 | |||||
Accrued interest payable |
174 | 395 | ||||||
Income taxes payable |
(3,290 | ) | (7,546 | ) | ||||
Net cash provided by operations |
18,898 | 47,458 | ||||||
Investments |
||||||||
Capital expenditures |
(6,741 | ) | (6,467 | ) | ||||
Proceeds from disposition of real estate |
5,919 | | ||||||
Other investments, net |
459 | 23 | ||||||
Net cash used for investments |
(363 | ) | (6,444 | ) | ||||
Financing |
||||||||
Net proceeds from revolving debt |
32,000 | 38,000 | ||||||
Payments on revolving debt |
(43,000 | ) | (77,000 | ) | ||||
Net proceeds from exercise of stock options |
103 | 33 | ||||||
Excess tax benefit from option exercises |
114 | 36 | ||||||
Net cash used for financing |
(10,783 | ) | (38,931 | ) | ||||
Net increase in cash and temporary cash investments |
7,752 | 2,083 | ||||||
Cash and temporary cash investments at beginning of period |
8,309 | 4,800 | ||||||
Cash and temporary cash investments at end of period |
$ | 16,061 | $ | 6,883 | ||||
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. |
The Companys operating segments are defined as its television stations and cable news channels within a given market. The Company has determined that all of its operating segments meet the criteria under Accounting Standards Codification (ASC) 280-10. |
In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation have been included. Operating results for the three and six month periods ended June 30, 2011, are not necessarily indicative of the results that may be expected for the year ending December 31, 2011. For further information, refer to the consolidated financial statements and footnotes thereto included in the Companys Annual Report on Form 10-K for the year ended December 31, 2010. |
All amounts are in thousands, except per share amounts, unless otherwise indicated. |
(2) | Belo and A. H. Belo Corporation (A. H. Belo), who have two common directors, are considered related parties under accounting rules. The Company has no 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. Belos relationship with A. H. Belo is governed by certain agreements between the two companies or their respective subsidiaries. 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. Under the services agreement, the Company and A. H. Belo (or their respective subsidiaries) provide each other various services and/or support. Belo and A. H. Belo also co-own certain downtown Dallas, Texas real estate through a limited liability company. The investment in the limited liability company is recorded as an equity method investment and is included in other assets. Belo and A. H. Belo also co-own other investments in third party businesses which are recorded as either equity or cost method investments and are included in other assets. The amount of income from the limited liability company and third party investments included in the Companys net income are immaterial. See Note 7 for disclosures related to the split of the pension plan by Belo and A. H. Belo. |
(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, 2011 and 2010. |
Three months ended | Six months ended | |||||||||||||||
June 30, | June 30, | |||||||||||||||
2011 | 2010 | 2011 | 2010 | |||||||||||||
Income (Numerator) |
||||||||||||||||
Net earnings |
$ | 18,087 | $ | 19,525 | $ | 13,773 | $ | 33,067 | ||||||||
Less: Income to participating securities |
(252 | ) | (303 | ) | (171 | ) | (522 | ) | ||||||||
Income available to common stockholders |
$ | 17,835 | $ | 19,222 | $ | 13,602 | $ | 32,545 | ||||||||
Shares (Denominator) |
||||||||||||||||
Weighted average shares outstanding (basic) |
103,626 | 103,027 | 103,515 | 102,919 | ||||||||||||
Dilutive effect of employee stock options |
396 | 429 | 402 | 423 | ||||||||||||
Dilutive effect of restricted stock units (RSUs) |
| | | | ||||||||||||
Adjusted weighted average shares outstanding |
104,022 | 103,456 | 103,917 | 103,342 | ||||||||||||
Earnings per share: |
||||||||||||||||
Basic |
$ | 0.17 | $ | 0.19 | $ | 0.13 | $ | 0.32 | ||||||||
Diluted |
$ | 0.17 | $ | 0.19 | $ | 0.13 | $ | 0.31 | ||||||||
5
For the three months ended June 30, 2011, the Company excluded common stock options for 8,801,360 shares and 612,644 restricted stock units (RSUs) because to include them would be anti-dilutive. For the six months ended June 30, 2011, the Company excluded options for 8,803,614 shares and 568,999 RSUs because to include them would be anti-dilutive. For the three months ended June 30, 2010, the Company excluded options for 10,605,692 shares and 354,081 RSUs because to include them would be anti-dilutive. For the six months ended June 30, 2010, the Company excluded options for 10,614,847 shares and 378,823 RSUs because to include them would be anti-dilutive. |
(4) | At June 30, 2011, Belo had $886,553 in fixed-rate debt securities as follows: $175,685 of 63/4% Senior Notes due 2013; $270,868 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%. |
At June 30, 2011, Belo also had variable-rate debt capacity of $205,000 under a credit agreement (Amended 2009 Credit Agreement). As of June 30, 2011, the Company did not have an outstanding balance under the Amended 2009 Credit Agreement and all unused borrowings were available for borrowing. The Company is required to maintain certain leverage and interest ratios specified in the agreement. The leverage ratio is generally defined as the ratio of total debt to cash flow and the senior leverage ratio is generally defined as the ratio of the debt under the credit facility to cash flow. The interest coverage ratio is generally defined as the ratio of interest expense to cash flow. At June 30, 2011, the Companys leverage ratio was 3.7, its interest coverage ratio was 3.3 and its senior leverage ratio was 0.0. At June 30, 2011, the Company was in compliance with all debt covenants. |
At June 30, 2011, the fair value of Belos 63/4% Senior Notes due May 30, 2013, 8% Senior Notes due November 15, 2016, 73/4% Senior Debentures due June 1, 2027, and 71/4% Senior Debentures due September 15, 2027, was estimated to be $188,416, $301,813, $181,000, and $214,800, respectively. The fair value is estimated using quoted market prices and yields obtained through independent pricing sources, taking into consideration the underlying terms of the debt, such as the coupon rate and term to maturity (Level 1 inputs). |
(5) | 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. |
6
Guarantor | ||||||||||||||||
Parent | Subsidiaries | Eliminations | Total | |||||||||||||
Net Operating Revenues |
$ | | $ | 166,379 | $ | | $ | 166,379 | ||||||||
Operating Costs and Expenses |
||||||||||||||||
Station salaries, wages and employee benefits |
| 54,525 | | 54,525 | ||||||||||||
Station programming and other operating costs |
| 52,565 | | 52,565 | ||||||||||||
Corporate operating costs |
5,862 | 830 | | 6,692 | ||||||||||||
Pension settlement charge and contribution
reimbursements |
| | | | ||||||||||||
Depreciation |
317 | 7,390 | | 7,707 | ||||||||||||
Total operating costs and expenses |
6,179 | 115,310 | | 121,489 | ||||||||||||
Earnings (loss) from operations |
(6,179 | ) | 51,069 | | 44,890 | |||||||||||
Other Income and (Expense) |
||||||||||||||||
Interest expense |
(18,028 | ) | (22 | ) | | (18,050 | ) | |||||||||
Intercompany interest |
1,114 | (1,114 | ) | | | |||||||||||
Other income (expense), net |
(26 | ) | 675 | | 649 | |||||||||||
Total other income and (expense) |
(16,940 | ) | (461 | ) | | (17,401 | ) | |||||||||
Earnings (loss) before income taxes |
(23,119 | ) | 50,608 | | 27,489 | |||||||||||
Income tax benefit (expense) |
20,016 | (29,418 | ) | | (9,402 | ) | ||||||||||
Equity in earnings of subsidiaries |
21,190 | | (21,190 | ) | | |||||||||||
Net earnings |
$ | 18,087 | $ | 21,190 | $ | (21,190 | ) | $ | 18,087 | |||||||
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 of subsidiaries |
24,429 | | (24,429 | ) | | |||||||||||
Net earnings |
$ | 19,525 | $ | 24,429 | $ | (24,429 | ) | $ | 19,525 | |||||||
7
Guarantor | ||||||||||||||||
Parent | Subsidiaries | Eliminations | Total | |||||||||||||
Net Operating Revenues |
$ | | $ | 317,849 | $ | | $ | 317,849 | ||||||||
Operating Costs and Expenses |
||||||||||||||||
Station salaries, wages and employee benefits |
| 108,361 | | 108,361 | ||||||||||||
Station programming and other operating costs |
| 102,761 | | 102,761 | ||||||||||||
Corporate operating costs |
11,566 | 1,425 | | 12,991 | ||||||||||||
Pension settlement charges and contribution
reimbursements |
20,466 | | | 20,466 | ||||||||||||
Depreciation |
623 | 15,008 | | 15,631 | ||||||||||||
Total operating costs and expenses |
32,655 | 227,555 | | 260,210 | ||||||||||||
Earnings (loss) from operations |
(32,655 | ) | 90,294 | | 57,639 | |||||||||||
Other Income and (Expense) |
||||||||||||||||
Interest expense |
(35,986 | ) | (47 | ) | | (36,033 | ) | |||||||||
Intercompany interest |
2,798 | (2,798 | ) | | | |||||||||||
Other income (expense), net |
(65 | ) | 894 | | 829 | |||||||||||
Total other income and (expense) |
(33,253 | ) | (1,951 | ) | | (35,204 | ) | |||||||||
Earnings (loss) before income taxes |
(65,908 | ) | 88,343 | | 22,435 | |||||||||||
Income tax benefit (expense) |
26,526 | (35,188 | ) | | (8,662 | ) | ||||||||||
Equity in earnings of subsidiaries |
53,155 | | (53,155 | ) | | |||||||||||
Net earnings |
$ | 13,773 | $ | 53,155 | $ | (53,155 | ) | $ | 13,773 | |||||||
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 of subsidiaries |
51,493 | | (51,493 | ) | | |||||||||||
Net earnings |
$ | 33,067 | $ | 51,493 | $ | (51,493 | ) | $ | 33,067 | |||||||
8
Guarantor | ||||||||||||||||
Parent | Subsidiaries | Eliminations | Total | |||||||||||||
Assets |
||||||||||||||||
Current assets: |
||||||||||||||||
Cash and temporary cash investments |
$ | 14,601 | $ | 1,460 | $ | | $ | 16,061 | ||||||||
Accounts receivable, net |
104 | 141,167 | | 141,271 | ||||||||||||
Income tax receivable |
32,692 | | | 32,692 | ||||||||||||
Other current assets |
6,235 | 14,787 | | 21,022 | ||||||||||||
Total current assets |
53,632 | 157,414 | | 211,046 | ||||||||||||
Property, plant and equipment, net |
3,455 | 146,183 | | 149,638 | ||||||||||||
Intangible assets, net |
| 725,399 | | 725,399 | ||||||||||||
Goodwill, net |
| 423,873 | | 423,873 | ||||||||||||
Deferred income taxes |
32,587 | | (32,587 | ) | | |||||||||||
Intercompany receivable |
165,304 | | (165,304 | ) | | |||||||||||
Investment in subsidiaries |
979,936 | | (979,936 | ) | | |||||||||||
Other assets |
40,206 | 23,589 | | 63,795 | ||||||||||||
Total assets |
$ | 1,275,120 | $ | 1,476,458 | $ | (1,177,827 | ) | $ | 1,573,751 | |||||||
Liabilities and Shareholders Equity |
||||||||||||||||
Current liabilities: |
||||||||||||||||
Accounts payable |
$ | 9,748 | $ | 8,701 | $ | | $ | 18,449 | ||||||||
Accrued expenses |
11,930 | 26,320 | | 38,250 | ||||||||||||
Short-term pension obligation |
15,095 | | | 15,095 | ||||||||||||
Accrued interest payable |
10,578 | | | 10,578 | ||||||||||||
Income taxes payable |
5,182 | | | 5,182 | ||||||||||||
Dividends payable |
5,178 | | | 5,178 | ||||||||||||
Deferred revenue |
| 2,780 | | 2,780 | ||||||||||||
Total current liabilities |
57,711 | 37,801 | | 95,512 | ||||||||||||
Long-term debt |
886,553 | | | 886,553 | ||||||||||||
Deferred income taxes |
| 283,262 | (32,587 | ) | 250,675 | |||||||||||
Pension obligation |
56,939 | | | 56,939 | ||||||||||||
Intercompany payable |
| 165,304 | (165,304 | ) | | |||||||||||
Other liabilities |
7,012 | 10,155 | | 17,167 | ||||||||||||
Total shareholders equity |
266,905 | 979,936 | (979,936 | ) | 266,905 | |||||||||||
Total liabilities and shareholders equity |
$ | 1,275,120 | $ | 1,476,458 | (1,177,827 | ) | $ | 1,573,751 | ||||||||
9
Guarantor | ||||||||||||||||
Parent | Subsidiaries | Eliminations | Total | |||||||||||||
Assets |
||||||||||||||||
Current assets: |
||||||||||||||||
Cash and temporary cash investments |
$ | 5,290 | $ | 3,019 | $ | | $ | 8,309 | ||||||||
Accounts receivable, net |
190 | 144,802 | | 144,992 | ||||||||||||
Income tax receivable |
37,921 | | | 37,921 | ||||||||||||
Other current assets |
6,443 | 13,131 | | 19,574 | ||||||||||||
Total current assets |
49,844 | 160,952 | | 210,796 | ||||||||||||
Property, plant and equipment, net |
3,877 | 160,562 | | 164,439 | ||||||||||||
Intangible assets, net |
| 725,399 | | 725,399 | ||||||||||||
Goodwill, net |
| 423,873 | | 423,873 | ||||||||||||
Deferred income taxes |
70,736 | | (70,736 | ) | | |||||||||||
Intercompany receivable |
238,189 | | (238,189 | ) | | |||||||||||
Investment in subsidiaries |
926,781 | | (926,781 | ) | | |||||||||||
Other assets |
38,422 | 27,461 | | 65,883 | ||||||||||||
Total assets |
$ | 1,327,849 | $ | 1,498,247 | $ | (1,235,706 | ) | $ | 1,590,390 | |||||||
Liabilities and Shareholders Equity |
||||||||||||||||
Current liabilities: |
||||||||||||||||
Accounts payable |
$ | 9,884 | $ | 10,860 | $ | | $ | 20,744 | ||||||||
Accrued expenses |
23,810 | 28,464 | | 52,274 | ||||||||||||
Short-term pension obligation |
36,571 | | | 36,571 | ||||||||||||
Income taxes payable |
13,701 | | | 13,701 | ||||||||||||
Deferred revenue |
| 3,505 | | 3,505 | ||||||||||||
Accrued interest payable |
10,405 | | | 10,405 | ||||||||||||
Total current liabilities |
94,371 | 42,829 | | 137,200 | ||||||||||||
Long-term debt |
897,111 | | | 897,111 | ||||||||||||
Deferred income taxes |
| 277,501 | (70,736 | ) | 206,765 | |||||||||||
Pension obligation |
155,510 | | | 155,510 | ||||||||||||
Intercompany payable |
| 238,189 | (238,189 | ) | | |||||||||||
Other liabilities |
10,215 | 12,947 | | 23,162 | ||||||||||||
Total shareholders equity |
170,642 | 926,781 | (926,781 | ) | 170,642 | |||||||||||
Total liabilities and shareholders equity |
$ | 1,327,849 | $ | 1,498,247 | (1,235,706 | ) | $ | 1,590,390 | ||||||||
10
Guarantor | ||||||||||||
Parent | Subsidiaries | Total | ||||||||||
Operations |
||||||||||||
Net cash provided by (used for) operations |
$ | (31,426 | ) | $ | 50,324 | $ | 18,898 | |||||
Investments |
||||||||||||
Capital expenditures |
(1,476 | ) | (5,265 | ) | (6,741 | ) | ||||||
Proceeds from disposition of real estate |
| 5,919 | 5,919 | |||||||||
Other investments, net |
(159 | ) | 618 | 459 | ||||||||
Net cash provided by (used for) investments |
(1,635 | ) | 1,272 | (363 | ) | |||||||
Financing |
||||||||||||
Net proceeds from revolving debt |
32,000 | | 32,000 | |||||||||
Payments on revolving debt |
(43,000 | ) | | (43,000 | ) | |||||||
Net proceeds from exercise of stock options |
103 | | 103 | |||||||||
Excess tax benefit from option exercises |
114 | | 114 | |||||||||
Intercompany activity |
53,155 | (53,155 | ) | | ||||||||
Net cash provided by (used for) financing activities |
42,372 | (53,155 | ) | (10,783 | ) | |||||||
Net increase (decrease) in cash and temporary cash investments |
9,311 | (1,559 | ) | 7,752 | ||||||||
Cash and temporary cash investments at beginning of period |
5,290 | 3,019 | 8,309 | |||||||||
Cash and temporary cash investments at end of period |
$ | 14,601 | $ | 1,460 | $ | 16,061 | ||||||
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 | ||||||
(6) | 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, RSUs, 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. |
11
(7) | In February 2008, the Company spun-off its newspaper businesses and related assets to a separate company, A. H. Belo. Subsequent to the spin-off, Belo retained sponsorship of The G. B. Dealey Retirement Pension Plan (Pension Plan). As the sole plan sponsor for the Pension Plan, Belo continued to administer benefits for Belo and A. H. Belo current and former employees. In October 2010, Belo and A. H. Belo agreed to split the Pension Plan into separately-sponsored pension plans effective January 1, 2011. Under the agreement, participant benefit liabilities and assets allocable to approximately 5,100 current and former employees of A. H. Belo and its related newspaper businesses were transferred to two new defined benefit pension plans created, sponsored, and managed by or on behalf of A. H. Belo. Effective January 1, 2011, the new A. H. Belo plans were solely responsible for paying participant benefits for the current and former employees of A. H. Belo, and the Company is no longer responsible for those liabilities. The participant benefit liabilities and assets pertaining to current and former employees of Belo, and its related television businesses, continue to be held by the Pension Plan sponsored by and managed by or on behalf of Belo. As of June 30, 2011, the remaining unfunded liability pertaining to Belos current and former employees was $72,034. |
Three months ended | Six months ended | |||||||||||||||
June 30, | June 30, | |||||||||||||||
2011 | 2010 | 2011 | 2010 | |||||||||||||
Interest cost on projected benefit obligation |
$ | 3,415 | $ | 8,163 | $ | 6,830 | $ | 16,326 | ||||||||
Expected return on assets |
(3,018 | ) | (7,945 | ) | (6,037 | ) | (15,890 | ) | ||||||||
Amortization of net loss |
680 | 1,099 | 1,360 | 2,198 | ||||||||||||
Net periodic pension cost before settlement charge |
1,077 | 1,317 | 2,153 | 2,634 | ||||||||||||
Settlement charge |
| | 28,699 | | ||||||||||||
Net periodic pension cost |
$ | 1,077 | $ | 1,317 | $ | 30,852 | $ | 2,634 | ||||||||
(8) | The Company uses the liability method of accounting for income taxes. Under this method, deferred tax assets and liabilities are determined based on the differences between financial reporting and tax bases of assets and liabilities, and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. In July 2011, the Company received satisfactory resolution of a pending tax matter which |
12
will result in a reduction in tax expense of approximately $2,400 in the third quarter of 2011. The full year 2011 effective tax rate is now expected to be approximately 36 percent. |
(9) | In addition to the proceeding described below, 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) |
13
Number of | ||||||||||||||||||||
Station/ | Year Belo | Commercial | ||||||||||||||||||
Market | News | Acquired/ | Network | Stations in | ||||||||||||||||
Market | Rank(1) | Channel | Started | Affiliation | Market(2) | |||||||||||||||
Dallas/Fort Worth |
5 | WFAA | 1950 | ABC | 16 | |||||||||||||||
Dallas/Fort Worth |
5 | TXCN | 1999 | N/A | N/A | |||||||||||||||
Houston |
10 | KHOU | 1984 | CBS | 15 | |||||||||||||||
Phoenix |
12 | KTVK | 1999 | IND | 13 | |||||||||||||||
Phoenix |
12 | KASW | 2000 | CW | 13 | |||||||||||||||
Seattle/Tacoma |
13 | KING | 1997 | NBC | 13 | |||||||||||||||
Seattle/Tacoma |
13 | KONG | 2000 | IND | 13 | |||||||||||||||
Seattle/Tacoma |
13 | NWCN | 1997 | N/A | N/A | |||||||||||||||
St. Louis |
21 | KMOV | 1997 | CBS | 8 | |||||||||||||||
Portland(3) |
22 | KGW | 1997 | NBC | 8 | |||||||||||||||
Charlotte |
23 | WCNC | 1997 | NBC | 8 | |||||||||||||||
San Antonio |
37 | KENS | 1997 | CBS | 10 | |||||||||||||||
Hampton/Norfolk |
43 | WVEC | 1984 | ABC | 8 | |||||||||||||||
Austin |
44 | KVUE | 1999 | ABC | 7 | |||||||||||||||
Louisville |
50 | WHAS | 1997 | ABC | 7 | |||||||||||||||
New Orleans(4) |
52 | WWL | 1994 | CBS | 8 | |||||||||||||||
New Orleans(5) |
52 | WUPL | 2007 | MNTV | 9 | |||||||||||||||
Tucson |
67 | KMSB | 1997 | FOX | 9 | |||||||||||||||
Tucson |
67 | KTTU | 2002 | MNTV | 9 | |||||||||||||||
Spokane |
75 | KREM | 1997 | CBS | 7 | |||||||||||||||
Spokane |
75 | KSKN | 2001 | CW | 7 | |||||||||||||||
Boise(6) |
113 | KTVB | 1997 | NBC | 5 |
(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 2010 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) | The Company also owns KGWZ-LD, a low power television station in Portland, Oregon. | |
(4) | WWL also produces NewsWatch on Channel 15, a 24-hour daily local news and weather cable channel. | |
(5) | The Company also owns WBXN-CA, a Class A television station in New Orleans, Louisiana. | |
(6) | The Company also owns KTFT-LP (NBC), a low power television station in Twin Falls, Idaho. |
14
Three months ended June 30, | Six months ended June 30, | |||||||||||||||||||||||
Percentage | Percentage | |||||||||||||||||||||||
2011 | Change | 2010 | 2011 | Change | 2010 | |||||||||||||||||||
Net operating revenues |
$ | 166,379 | 2.1 | % | $ | 162,982 | $ | 317,849 | 0.2 | % | $ | 317,314 | ||||||||||||
Pension settlement charge and
contribution reimbursements |
| NM | (4,200 | ) | 20,466 | NM | (8,272 | ) | ||||||||||||||||
Other operating costs and expenses |
121,489 | 5.1 | % | 115,551 | 239,744 | 3.7 | % | 231,258 | ||||||||||||||||
Total operating costs and expenses |
121,489 | 9.1 | % | 111,351 | 260,210 | 16.7 | % | 222,986 | ||||||||||||||||
Earnings from operations |
44,890 | (13.1 | %) | 51,631 | 57,639 | (38.9 | %) | 94,328 | ||||||||||||||||
Other income (expense) |
(17,401 | ) | (10.5 | %) | (19,440 | ) | (35,204 | ) | (11.1 | %) | (39,595 | ) | ||||||||||||
Earnings from operations
before income taxes |
27,489 | (14.6 | %) | 32,191 | 22,435 | (59.0 | %) | 54,733 | ||||||||||||||||
Income tax expense |
(9,402 | ) | (25.8 | %) | (12,666 | ) | (8,662 | ) | (60.0 | %) | (21,666 | ) | ||||||||||||
Net earnings |
$ | 18,087 | (7.4 | %) | $ | 19,525 | $ | 13,773 | (58.3 | %) | $ | 33,067 | ||||||||||||
Three months ended June 30, | Six months ended June 30, | |||||||||||||||||||||||
Percentage | Percentage | |||||||||||||||||||||||
2011 | Change | 2010 | 2011 | Change | 2010 | |||||||||||||||||||
Spot advertising revenue |
$ | 137,039 | 1.4 | % | $ | 135,199 | $ | 259,820 | (1.4 | %) | $ | 263,403 | ||||||||||||
Other |
29,340 | 5.6 | % | 27,783 | 58,029 | 7.6 | % | 53,911 | ||||||||||||||||
Net operating revenues |
$ | 166,379 | 2.1 | % | $ | 162,982 | $ | 317,849 | 0.2 | % | $ | 317,314 | ||||||||||||
15
16
Three months ended June 30, | Six months ended June 30, | |||||||||||||||||||||||
Percentage | Percentage | |||||||||||||||||||||||
2011 | Change | 2010 | 2011 | Change | 2010 | |||||||||||||||||||
Station Adjusted EBITDA |
$ | 59,289 | (7.4 | %) | 64,056 | 106,727 | (12.2 | %) | 121,533 | |||||||||||||||
Corporate operating costs and expenses |
(6,692 | ) | (14.8 | %) | (7,855 | ) | (12,991 | ) | (25.6 | %) | (17,464 | ) | ||||||||||||
Depreciation |
(7,707 | ) | (12.1 | %) | (8,770 | ) | (15,631 | ) | (13.2 | %) | (18,013 | ) | ||||||||||||
Pension settlement charge and
contribution reimbursements |
| NM | 4,200 | (20,466 | ) | NM | 8,272 | |||||||||||||||||
Earnings from operations |
$ | 44,890 | (13.1 | %) | $ | 51,631 | $ | 57,639 | (38.9 | %) | $ | 94,328 | ||||||||||||
17
18
Item 3. | Quantitative and Qualitative Disclosures About Market Risk |
Item 4. | Controls and Procedures |
Item 1. | Legal Proceedings |
19
Item 1A. | Risk Factors |
Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds |
Item 3. | Defaults Upon Senior Securities |
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. Exhibits marked with an infinity symbol (∞) are XBRL documents. The financial information contained in these XBRL documents is unaudited. The information in these exhibits shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, or otherwise subject to the liabilities of Section 18, nor shall they be deemed incorporated by reference to any disclosure document except to the extent expressly set forth by specific reference in such filing. |
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) |
20
Exhibit Number |
Description | |
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)) | |
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)) | |
3.11 *
|
Amendment No. 1 to the Bylaws of Belo Corp. (As amended and restated effective March 9, 2009) (Exhibit 3.1 to the Companys Current Report on Form 8-K filed with the Securities and Exchange Commission on July 29, 2011 (Securities and Exchange Commission file No 001-08598)) | |
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 73/4% 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 71/4% 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 71/4% 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. 63/4% 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) |
21
Exhibit Number |
Description | |||||
(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) | |||||
(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 party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent (Exhibit 10.2 to the November 16, 2009 Form 8-K) | |||
(7) * | First Amendment dated as of August 11, 2010, to its Amended and Restated Five-Year Competitive Advance and Revolving Credit Facility Agreement dated as of February 26, 2009, as further amended and restated as of November 16, 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 Companys Current Report on Form 8-K filed with the Securities and Exchange Commission on August 13, 2010 (Securities and Exchange Commission File No. 001-08598)) |
22
Exhibit Number |
Description | |
~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)) |
|||
* | (f) Fifth Amendment to the Amended and Restated Belo
Savings Plan dated December 3, 2010 (Exhibit 10.2.1(f) to the Companys
Annual Report on Form 10-K dated March 11, 2011 (Securities and Exchange
Commission file No. 001-08598)) |
~(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 |
23
Exhibit Number |
Description | |||||
* | (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)) |
|||||
~(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)(c) 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 10.1 to the Companys Current
Report on Form 8-K filed with the Securities and Exchange Commission on
March 8, 2011 (Securities and Exchange Commission file No. 001-08598)) |
|||||
* | (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: |
24
Exhibit Number |
Description | |||||
(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) | |||||
*
|
(a) Amendment to Employee Matters Agreement as set
forth in the Pension Plan Transfer Agreement dated as of October 6, 2010
(Exhibit 10.1 to the Companys Current Report on Form 8-K filed with the
Securities and Exchange Commission on October 8, 2010 (Securities and
Exchange Commission File No. 001-08598)(the October 8, 2010 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) | |||||
(4) * | Pension Plan Transfer Agreement by and between Belo Corp. and A. H. Belo Corporation dated as of October 6, 2010 (Exhibit 10.1 to the October 8, 2010 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 |
|||
32.1 | 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 |
∞101.INS
|
XBRL Instance Document | |
∞101.SCH
|
XBRL Taxonomy Extension Schema Document | |
∞101.CAL
|
XBRL Taxonomy Extension Calculation Linkbase Document | |
∞101.DEF
|
XBRL Taxonomy Extension Definition Linkbase Document | |
∞101.LAB
|
XBRL Taxonomy Extension Labels Linkbase Document | |
∞101.PRE
|
XBRL Taxonomy Extension Presentation Linkbase Document |
25
BELO CORP. |
||||
August 4, 2011 | By: | /s/ Carey P. Hendrickson | ||
Carey P. Hendrickson | ||||
Senior Vice President/Chief Financial Officer
and Treasurer
(Principal Financial and Accounting Officer) |
||||
26