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.) |
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 | |||
(Do not check if a smaller reporting company) |
Class | Outstanding at April 30, 2009 | |
Common Stock, $1.67 par value | 102,488,269* |
* | Consisting of 89,765,957 shares of Series A Common Stock and 12,722,312 shares of Series B Common Stock. |
PART I |
Item 1. Financial Statements | |
PART I |
Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations | |
PART I |
Item 4. Controls and Procedures | |
PART II |
Item 1A. Risk Factors | |
PART II |
Signatures |
i
Three months ended March 31, | ||||||||
In thousands, except per share amounts (unaudited) | 2009 | 2008 | ||||||
Net Operating Revenues |
$ | 133,536 | $ | 174,827 | ||||
Operating Costs and Expenses |
||||||||
Station salaries, wages and employee benefits |
52,673 | 62,149 | ||||||
Station programming and other operating costs |
48,364 | 53,938 | ||||||
Corporate operating costs |
8,950 | 9,090 | ||||||
Spin-off related costs |
| 4,249 | ||||||
Depreciation |
10,792 | 10,884 | ||||||
Total operating costs and expenses |
120,779 | 140,310 | ||||||
Earnings from operations |
12,757 | 34,517 | ||||||
Other Income and Expense |
||||||||
Interest expense |
(14,580 | ) | (22,744 | ) | ||||
Other income, net |
16,369 | 269 | ||||||
Total other income and expense |
1,789 | (22,475 | ) | |||||
Earnings from continuing operations before income taxes |
14,546 | 12,042 | ||||||
Income taxes |
5,635 | 22,922 | ||||||
Net earnings (loss) from continuing operations |
8,911 | (10,880 | ) | |||||
Discontinued operations, net of tax |
| (4,499 | ) | |||||
Net earnings (loss) |
$ | 8,911 | $ | (15,379 | ) | |||
Net earnings (loss) per share Basic: |
||||||||
Earnings (loss) per share from continuing operations |
$ | .09 | $ | (0.11 | ) | |||
Earnings (loss) per share from discontinued operations |
| (0.04 | ) | |||||
Net earnings (loss) per share |
$ | .09 | $ | (0.15 | ) | |||
Net earnings (loss) per share Diluted: |
||||||||
Earnings (loss) per share from continuing operations |
$ | .09 | $ | (0.11 | ) | |||
Earnings (loss) per share from discontinued operations |
| (0.04 | ) | |||||
Net earnings (loss) per share |
$ | .09 | $ | (0.15 | ) | |||
Dividends declared per share |
$ | 0.075 | $ | 0.075 |
2
In thousands, except share and per share amounts | March 31, | December 31, | ||||||
(unaudited) | 2009 | 2008 | ||||||
(As Restated) | (As Restated) | |||||||
Assets |
||||||||
Current assets: |
||||||||
Cash and temporary cash investments |
$ | 4,308 | $ | 5,770 | ||||
Accounts receivable, net |
114,946 | 138,638 | ||||||
Other current assets |
21,354 | 22,276 | ||||||
Total current assets |
140,608 | 166,684 | ||||||
Property, plant and equipment, net |
203,190 | 209,988 | ||||||
Intangible assets, net |
967,543 | 967,543 | ||||||
Goodwill |
423,873 | 423,873 | ||||||
Other assets |
80,092 | 81,091 | ||||||
Total assets |
$ | 1,815,306 | $ | 1,849,179 | ||||
Liabilities and Shareholders Equity |
||||||||
Current liabilities: |
||||||||
Accounts payable |
$ | 12,391 | $ | 19,385 | ||||
Accrued expenses |
44,757 | 51,399 | ||||||
Dividends payable |
7,687 | 7,665 | ||||||
Accrued interest payable |
10,140 | 8,212 | ||||||
Income taxes payable |
815 | 18,067 | ||||||
Other current liabilities |
4,865 | 5,083 | ||||||
Total current liabilities |
80,655 | 109,811 | ||||||
Long-term debt |
1,077,803 | 1,092,765 | ||||||
Deferred income taxes |
241,388 | 234,452 | ||||||
Pension obligation |
193,535 | 192,541 | ||||||
Other liabilities |
31,430 | 32,707 | ||||||
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 89,765,957 shares at March 31, 2009
and 89,184,467 shares at December 31, 2008 |
149,909 | 148,938 | ||||||
Series B: Issued 12,722,312 shares at March 31, 2009
and 13,019,733 shares at December 31, 2008 |
21,246 | 21,743 | ||||||
Additional paid-in capital |
910,218 | 909,797 | ||||||
Accumulated deficit |
(753,942 | ) | (756,639 | ) | ||||
Accumulated other comprehensive loss |
(136,936 | ) | (136,936 | ) | ||||
Total shareholders equity |
190,495 | 186,903 | ||||||
Total liabilities and shareholders equity |
$ | 1,815,306 | $ | 1,849,179 | ||||
3
Three months ended March 31, | ||||||||
In thousands(unaudited) | 2009 | 2008 | ||||||
(As Restated) | ||||||||
Operations |
||||||||
Net earnings (loss) |
$ | 8,911 | $ | (15,379 | ) | |||
Adjustments to reconcile net earnings (loss)
to net cash provided by operations: |
||||||||
Net loss from discontinued operations |
| 4,499 | ||||||
Gain on repurchase of senior notes |
(14,905 | ) | | |||||
Depreciation |
10,792 | 10,884 | ||||||
Employee retirement funding |
885 | (7,032 | ) | |||||
Share-based compensation |
(82 | ) | 5,366 | |||||
Other non-cash expenses |
(2,630 | ) | (752 | ) | ||||
Equity income (loss) from partnerships |
144 | 176 | ||||||
Other, net |
(2,784 | ) | (1,407 | ) | ||||
Net change in operating assets and liabilities: |
||||||||
Accounts receivable |
24,634 | 26,634 | ||||||
Other current assets |
(136 | ) | 899 | |||||
Accounts payable |
(6,993 | ) | (16,581 | ) | ||||
Accrued expenses |
(6,342 | ) | (27,954 | ) | ||||
Accrued interest payable |
1,948 | 10,166 | ||||||
Income taxes payable |
(8,611 | ) | 10,018 | |||||
Net cash provided by (used for) continuing operations |
4,831 | (463 | ) | |||||
Net cash used for discontinued operations |
| (974 | ) | |||||
Net cash provided by (used for) operations |
4,831 | (1,437 | ) | |||||
Investments |
||||||||
Capital expenditures |
(1,060 | ) | (6,136 | ) | ||||
Other, net |
2,314 | (95 | ) | |||||
Net cash provided by (used for) investments of
continuing operations |
1,254 | (6,231 | ) | |||||
Net cash used for investments of discontinued operations |
| (304 | ) | |||||
Net cash provided by (used for) investments |
1,254 | (6,535 | ) | |||||
Financing |
||||||||
Net proceeds from revolving debt |
47,800 | 72,600 | ||||||
Payments on revolving debt |
(22,400 | ) | (54,300 | ) | ||||
Purchase of senior notes |
(25,260 | ) | | |||||
Payment of dividends on common stock |
(7,687 | ) | (12,770 | ) | ||||
Purchase of treasury stock |
| (2,203 | ) | |||||
Net cash provided by (used for) financing |
(7,547 | ) | 3,327 | |||||
Net decrease in cash and temporary cash investments |
(1,462 | ) | (4,645 | ) | ||||
Cash and temporary cash investments at beginning of period |
5,770 | 11,190 | ||||||
Cash and temporary cash investments at end of period |
$ | 4,308 | $ | 6,545 | ||||
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. | |
On February 8, 2008, the Company completed the spin-off of its newspaper businesses and related assets into a separate public company. The operations for the newspaper businesses and related assets that were part of the spin-off are presented as discontinued operations. See Note 2. 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 Statement of Financial Accounting Standards (SFAS) No. 131 Disclosures about Segments of an Enterprise and Related Information to be aggregated into one reporting segment. | ||
During the Companys second quarter 2009 review of goodwill and other intangible assets under Statement of Financial Accounting Standards (SFAS) 142 Goodwill and Other Intangible Assets, a misapplication of generally accepted accounting principles (GAAP) was detected in how the Company calculates the carrying amount of its FCC licenses for purposes of assessing impairments. The Company had been deducting deferred taxes associated with its FCC licenses to arrive at the carrying amount for these intangible assets. Under GAAP, the deferred taxes associated with FCC licenses should not have been deducted when calculating the carrying amount. | ||
On July 27, 2009, the Companys management concluded that adjustments to the historical financial statements were required as a result of the misapplication of GAAP related to SFAS 142; therefore, the Company re-filed its 10-K, originally filed March 2, 2009, in its entirety as Amendment No. 1 to its Annual Report on Form 10-K/A for the year ended December 31, 2008 (Form 10-K/A). | ||
As a result of Amendment No. 1 to the 2008 Form 10-K, the Company is also re-filing its first quarter Form 10-Q, originally filed May 4, 2009 (the Original 10-Q), in its entirety as Amendment No. 1 to its Quarterly Report on Form 10-Q/A for the quarter ended March 31, 2009, primarily to restate the amounts of goodwill and intangible assets on the Companys consolidated condensed balance sheets as of March 31, 2009, and December 31, 2008, and related disclosures. | ||
The Company is also amending its 2009 consolidated statement of cash flows related to the classification of its gain on the repurchases of senior notes and debentures in the first quarter 2009. Net cash used for financing and net cash provided by operations are reduced by an offsetting amount of $15,122. The reclassification has no impact on the Companys cash or debt balances, or compliance with debt covenants. | ||
On June 16, 2008, the Financial Accounting Standards Board (FASB) issued FASB Staff Position EITF 03-6-1, Determining Whether Instruments Granted in Share-Based Payment Transactions Are Participating Securities (FSP EITF 03-6-1). FSP EITF 03-6-1 requires the Company to include unvested share-based payment awards that are entitled to receive dividends or dividend equivalents in its computation of basic earnings per share. The Company adopted FSP EITF 03-6-1 in the first quarter of 2009; however, the adoption requires retrospective application to prior periods earnings per share amounts presented. Accordingly, the Company has revised its presentation of its earnings per share and weighted average shares outstanding to reflect this change and has retrospectively adjusted all comparative prior period information on this basis. | ||
The following tables show the effects of the adjustments made to the Companys consolidated balance sheets as of March 31, 2009 and December 31, 2008, and its consolidated statements of cash flows for the three months ended March 31, 2009. |
5
As of March 31, 2009 | As of December 31, 2008 | |||||||||||||||||||||||
Previously | As | Previously | As | |||||||||||||||||||||
Balance Sheet line items | Reported | Adjustments | Restated | Reported | Adjustments | Restated | ||||||||||||||||||
Intangible assets, net |
$ | 1,179,297 | $ | (211,754 | ) | $ | 967,543 | $ | 1,179,297 | $ | (211,754 | ) | $ | 967,543 | ||||||||||
Goodwill |
401,736 | 22,137 | 423,873 | 401,736 | 22,137 | 423,873 | ||||||||||||||||||
Total assets |
2,004,923 | (189,617 | ) | 1,815,306 | 2,038,796 | (189,617 | ) | 1,849,179 | ||||||||||||||||
Deferred income taxes |
317,989 | (76,601 | ) | 241,388 | 311,053 | (76,601 | ) | 234,452 | ||||||||||||||||
Retained earnings (deficit) |
(640,926 | ) | (113,016 | ) | (753,942 | ) | (643,623 | ) | (113,016 | ) | (756,639 | ) | ||||||||||||
Total shareholders equity |
303,511 | (113,016 | ) | 190,495 | 299,919 | (113,016 | ) | 186,903 | ||||||||||||||||
Total liabilities and shareholders
equity |
2,004,923 | (189,617 | ) | 1,815,306 | 2,038,796 | (189,617 | ) | 1,849,179 |
For the three months ended March 31, | ||||||||||||
2009 | ||||||||||||
Previously | As | |||||||||||
Statements of Cash Flow line items | Reported | Adjustments | Restated | |||||||||
Operations: |
||||||||||||
Gain on repurchase of senior notes |
| (14,905 | ) | (14,905 | ) | |||||||
Other, net |
(2,568 | ) | (216 | ) | (2,784 | ) | ||||||
Accrued interest payable |
1,949 | (1 | ) | 1,948 | ||||||||
Net cash provided by continuing
Operations |
19,953 | (15,122 | ) | 4,831 | ||||||||
Net cash provided by operations |
19,953 | (15,122 | ) | 4,831 | ||||||||
Financing: |
||||||||||||
Purchase of senior notes |
(40,382 | ) | 15,122 | (25,260 | ) | |||||||
Net cash used for financing |
(22,669 | ) | 15,122 | (7,547 | ) |
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-month period ended March 31, 2009, are not necessarily indicative of the results that may be expected for the year ending December 31, 2009. For further information, refer to the consolidated financial statements and footnotes thereto included in the Companys Amendment No. 1 to its Annual Report on Form 10-K/A for the year ended December 31, 2008. | ||
All dollar amounts are in thousands, except per share amounts, unless otherwise indicated. | ||
(2) | On February 8, 2008, the Company completed the spin-off of its former newspaper businesses and related assets into a separate public company, A. H. Belo Corporation (A. H. Belo), which has its own management and board of directors. The spin-off was accomplished by transferring the subject assets and liabilities to A. H. Belo and distributing a pro-rata, tax-free dividend to the Companys shareholders of 0.20 shares of A. H. Belo Series A common stock for every share of Belo Series A common stock, and 0.20 shares of A. H. Belo Series B common stock for every share of Belo Series B common stock, owned as of the close of business on January 25, 2008. | |
The historical operations of the newspaper businesses and related assets are included in discontinued operations in the Companys financial statements. Below is the summary financial information of discontinued operations. |
6
2008 | ||||
Net revenues |
$ | 64,869 | ||
Total operating costs and expenses |
72,319 | |||
Loss from discontinued operations |
(7,450 | ) | ||
Other income and expense, net |
101 | |||
Earnings (loss) from discontinued operations
before income taxes |
(7,349 | ) | ||
Income taxes |
2,850 | |||
Net loss from discontinued operations |
$ | (4,499 | ) | |
Additionally, Belo incurred $4,249 of expenses during the first quarter 2008 related to the spin-off. | ||
Under the services agreement, the Company and A. H. Belo (or their respective subsidiaries) provide each other various services and/or support for a period of up to two years after the spin-off date. Payments made or other consideration provided in connection with all continuing transactions between the Company and A. H. Belo will be on an arms-length basis or on a basis consistent with the business purpose of the parties. During the three months ended March 31, 2008, the Company provided $372 in services to A. H. Belo and A. H. Belo provided $4,548 in information technology and Web-related services to the Company. | ||
(3) | SFAS 142, Goodwill and Intangible Assets, requires that goodwill and indefinite lived intangible assets (FCC licenses) 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. The Company measures the fair value of goodwill and indefinite lived intangible assets annually as of December 31. Please refer to Notes 1 and 4 in the notes to the consolidated financial statements included in the Companys 2008 Form 10-K/A for a full description of the Companys goodwill and intangible asset impairment policies. Due to the continuing softness in the advertising environment, management reviewed goodwill and indefinite lived intangible assets for potential impairment at the end of the first quarter of 2009. For goodwill, managements process involved analyzing the key estimates and assumptions used to determine the discounted cash flow calculations of estimated fair value for Belo reporting units. For FCC licenses, managements process involved analyzing key estimates and assumptions used to determine the discounted cash flow calculations of estimated fair value for Belos FCC licenses. Where appropriate, management updated the calculations with the actual results for the three months ended March 31, 2009, the Companys revised forecasts, and considered recent financial projections. Based on the Companys review, management believes that the fair values of its reporting units and indefinite lived intangible assets exceed their carrying amounts at March 31, 2009; therefore, no adjustment to goodwill or indefinite lived intangible assets is necessary. | |
In assessing the recoverability of the Companys goodwill and indefinite lived intangible assets, and considering whether an event has occurred or circumstances have changed that would, more likely than not, reduce the fair value of a reporting unit or indefinite lived intangible asset below its carrying amount, the Company must make assumptions regarding future cash flow projections and other factors to estimate the fair value of the reporting units and intangible assets. Necessarily, estimates of fair value are subjective in nature, involve uncertainties and matters of significant judgment, and are made at a specific point in time. Thus, changes in key assumptions from period to period could significantly affect the estimates of fair value. The Companys estimates of the fair value of its reporting units and indefinite lived intangible assets are primarily determined using discounted projected cash flows. Significant assumptions used in these estimates include projected revenues and related growth rates over time and in perpetuity, forecasted operating margins, estimated tax rates, capital expenditures, and required working capital needs, and an appropriate risk-adjusted weighted-average cost of capital. Additionally, for the Companys FCC licenses, significant assumptions include costs and time associated with start-up, initial capital investments, and forecasts related to overall market performance over time. If some or all of these key estimates or assumptions change in the future, the Company may be required to record additional impairment charges related to its goodwill and indefinite lived intangible assets. |
7
(4) | The following table sets forth the reconciliation between weighted average shares used for calculating basic and diluted earnings per share for the three months ended March 31, 2009 and 2008. The Company has revised its presentation of its earnings per share to reflect the retrospective application of FSP EITF 03-6-1. |
Three months ended | Three months ended | |||||||||||||||||||||||
March 31, 2009 | March 31, 2008 | |||||||||||||||||||||||
Income | Shares | Per Share | Income | Shares | Per Share | |||||||||||||||||||
(Numerator) | (Denominator) | Amount | (Numerator) | (Denominator) | Amount | |||||||||||||||||||
Net income(loss) |
$ | 8,911 | $ | (15,379 | ) | |||||||||||||||||||
Less: Income to participating
securities |
93 | 83 | ||||||||||||||||||||||
Basic EPS: |
||||||||||||||||||||||||
Income available to common
stockholders |
8,818 | 102,378 | $ | .09 | (15,462 | ) | 102,267 | $ | (.15 | ) | ||||||||||||||
Effect of dilutive securities: |
||||||||||||||||||||||||
Options(a) |
| 16 | | | ||||||||||||||||||||
Diluted EPS: |
||||||||||||||||||||||||
Income available to common
stockholders plus assumed
conversions |
$ | 8,818 | 102,394 | $ | .09 | $ | (15,462 | ) | 102,267 | $ | (.15 | ) | ||||||||||||
(a) | For the three months ended March 31, 2009, 12,825 options were excluded because the exercise price is in excess of the average market price. For the three months ended March 31, 2008, all options were excluded due to the loss from continuing operations. |
(5) | On January 1, 2009, the Company adopted Statement of Financial Accounting Standards (SFAS) 141R, Business Combinations. SFAS 141R establishes principles and requirements for how the acquirer of a business recognizes and measures in its financial statements the identifiable assets acquired, the liabilities assumed, and any non-controlling interest in the acquiree. The statement also provides guidance for recognizing and measuring the goodwill acquired in the business combination and determines what information to disclose to enable users of the financial statements to evaluate the nature and financial effects of the business combination. SFAS 141R is effective for financial statements issued for fiscal years beginning after December 15, 2008. Accordingly, any business combinations Belo engaged in prior to January 1, 2009, were recorded and disclosed following then-existing accounting principles. The Company expects SFAS 141R will affect Belos consolidated financial statements but the nature and magnitude of the specific effects will depend upon the nature, terms and size of the acquisitions, if any, Belo consummates after January 1, 2009. | |
On January 1, 2008, the Company adopted SFAS 157, Fair Value Measurements for the Companys financial assets and liabilities. On January 1, 2009, the Company adopted SFAS 157 for the Companys non-financial assets and liabilities. SFAS 157 establishes, among other items, a framework for fair value measurements in the financial statements by providing a single definition of fair value, provides guidance on the methods used to estimate fair value and increases disclosures about estimates of fair value. The adoption of SFAS 157 has no effect on the Companys financial position or results of operations. | ||
On June 16, 2008, the FASB issued FSP EITF 03-6-1 which requires the Company to consider unvested share-based payment awards that are entitled to receive dividends or dividend equivalents as participating securities in its computations of earnings per share. The Company adopted FSP EITF 03-6-1 in the first quarter of 2009; however, the adoption requires retrospective application to prior periods earnings per share amounts presented. Accordingly, the Company has revised its presentation of its earnings per share and weighted average shares outstanding to reflect this change and has retrospectively adjusted all comparative prior period information on this basis. | ||
(6) | On February 26, 2009, the Company entered into an Amended and Restated $550,000 Five-Year Competitive Advance and Revolving Credit Facility Agreement with JPMorgan Chase Bank, N.A., J.P. Morgan Securities Inc., Banc of America Securities LLC, Bank of America, N.A. and other lenders, which matures upon expiration of the agreement in June 2011 (the 2009 Credit Agreement). The 2009 Credit Agreement amended and restated the Companys existing Amended and Restated $600,000 Five-Year Competitive Advance and Revolving Credit Facility Agreement (the 2008 Credit Agreement). The amendment reduced the total amount of the Credit Agreement and modified certain other terms and conditions. The facility may be used for working capital and other general corporate purposes, including letters of credit. |
8
The 2009 Credit Agreement is guaranteed by the material subsidiaries of the Company. Revolving credit borrowings under the 2009 Credit Agreement bear interest at a variable interest rate based on either LIBOR or a base rate, in either case plus an applicable margin that varies depending upon the Companys leverage ratio. Competitive advance borrowings bear interest at a rate obtained from bids selected in accordance with JPMorgan Chase Banks standard competitive advance procedures. Commitment fees of up to 0.5 percent per year of the total unused commitment, depending on the Companys leverage ratio, accrue and are payable under the facility. The Company is required to maintain certain leverage and interest coverage ratios specified in the agreement. The leverage ratio is generally defined as the ratio of debt to cash flow. The interest coverage ratio is generally defined as the ratio of interest expense to cash flow. Beginning February 26, 2009, and continuing through June 30, 2010, the maximum allowed leverage ratio is 6.25. Effective July 1, 2010, through September 29, 2010, the maximum allowed leverage ratio decreases to 6.00. Beginning September 30, 2010, and continuing through December 30, 2010, the maximum allowed leverage ratio is 5.75. From December 31, 2010, and continuing thereafter, the maximum allowed leverage ratio is 5.00. Beginning February 26, 2009, and continuing through March 31, 2010, the minimum required interest coverage ratio is 2.25. Beginning April 1, 2010, and continuing thereafter, the minimum required interest coverage ratio increases to 2.50. The 2009 Credit Agreement contains additional covenants that are usual and customary for credit facilities of this type, including limits on dividends, bond repurchases, acquisitions and investments. The 2009 Credit Agreement does not permit share repurchases. Under the covenant related to dividends, the Company may declare its usual and customary dividend if its leverage ratio is then below 4.75. At a leverage ratio between 4.75 and 5.25, the Company may declare a dividend not to exceed 50 percent of the usual and customary amount. The Company may not declare a dividend if its leverage ratio exceeds 5.25. At March 31, 2009, the Company was in compliance with all debt covenants. As of March 31, 2009, the balance outstanding under the 2009 Credit Agreement was $462,400, the weighted average interest rate was 3.0 percent and all unused borrowings were available for borrowing. | ||
In the first quarter 2009, the Company purchased $40,500 of the outstanding 6 3/4% Senior Notes due May 30, 2013 for a total cost of $25,260. These purchases were funded with borrowings under the credit facility. | ||
(7) | 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 $673 and $3,097, for the three months ended March 31, 2009 and 2008, respectively. No compensation cost is recognized related to options issued by Belo but held by employees and non-employee directors of A. H. Belo. | ||
(8) | Belo sponsors a defined contribution plan (the 401(k) Plan or Belo Savings Plan) established effective October 1, 1989. The Belo Savings Plan covers substantially all employees of the Company. Participants may elect to contribute a portion of their pretax compensation as provided by the plan and Internal Revenue Service (IRS) regulations. From April 1, 2007, through December 31, 2008, Belo contributed an amount equal to two percent of the compensation paid to eligible employees of the Belo Savings Plan, subject to limitations. Effective January 1, 2009, this two percent contribution became discretionary. On March 10, 2009, the Company announced that it had suspended the Company matching contributions into the Belo Savings Plan. | |
In March 2007, Belo froze benefits under The G. B. Dealey Retirement Pension Plan (Pension Plan). As part of the curtailment of the Pension Plan, the Company is providing transition benefits to affected employees, including supplemental contributions to the Belo pension transition supplement plan, a defined contribution plan, for a period of up to five years. Effective January 1, 2009, the Company suspended contributions into the pension transition supplement plan. |
9
(9) | The net periodic pension cost (benefit) for the three months ended March 31, 2009 and 2008 includes the following components: |
2009 | 2008 | |||||||
Interest cost on projected benefit obligation |
$ | 8,304 | $ | 7,549 | ||||
Expected return on assets |
(8,655 | ) | (9,468 | ) | ||||
Amortization of net loss |
1,351 | | ||||||
Net periodic pension cost (benefit) |
$ | 1,000 | $ | (1,919 | ) | |||
In the first quarter 2009, the Company did not make any contributions to the Pension Plan. The Company does not expect to make contributions to the plan during 2009. | ||
(10) | Under the terms of the separation and distribution agreement between the Company and A. H. Belo, they will share equally in any liabilities, net of any applicable insurance, resulting from the lawsuits described in the paragraph below. | |
On August 23, 2004, August 26, 2004, and October 5, 2004, respectively, three related lawsuits, now consolidated, were filed by purported shareholders of the Company in the United States District Court for the Northern District of Texas against the Company, Robert W. Decherd and Barry T. Peckham, a former executive officer of The Dallas Morning News. James M. Moroney III, an executive officer of The Dallas Morning News, was later added as a defendant. The complaints arise out of the circulation overstatement at The Dallas Morning News announced by the Company in 2004, alleging that the overstatement artificially inflated Belos financial results and thereby injured investors. No amount of damages has been specified. The plaintiffs seek to represent a purported class of shareholders who purchased Belo common stock between May 12, 2003 and August 6, 2004 and allege violations of Sections 10(b) and 20(a) of the Securities Exchange Act of 1934. On April 2, 2008, the court denied plaintiffs motion for class certification. On April 16, 2008, plaintiffs filed a petition with the United States Court of Appeals for the Fifth Circuit seeking permission to appeal that denial. On June 17, 2008, permission was granted, and on April 2, 2009, the Fifth Circuit heard oral arguments. The Company believes the complaints are without merit and intends to vigorously defend against them. | ||
On March 17, 2009, the 191st Judicial District Court of Dallas County, Texas dismissed a shareholder derivative lawsuit filed by a purported individual shareholder of the Company against Robert W. Decherd, John L. Sander, Dunia A. Shive, Dennis A. Williamson, and James M. Moroney III; Barry T. Peckham; and Louis E. Caldera, Judith L. Craven, Stephen Hamblett, Dealey D. Herndon, Wayne R. Sanders, France A. Córdova, Laurence E. Hirsch, J. McDonald Williams, Henry P. Becton, Jr., Roger A. Enrico, William T. Solomon, Lloyd D. Ward, M. Anne Szostak and Arturo Madrid, current and former directors of the Company. The lawsuit made various claims alleging mismanagement and breach of fiduciary duty related to the circulation overstatement at The Dallas Morning News. | ||
Pursuant to the separation and distribution agreement, A. H. Belo has agreed to indemnify the Company for any liability arising out of the lawsuit described below. | ||
On October 24, 2006, 18 former employees of The Dallas Morning News filed a lawsuit against the The Dallas Morning News, the Company, and others in the United States District Court for the Northern District of Texas. The plaintiffs lawsuit alleges unlawful discrimination and ERISA violations and includes allegations relating to The Dallas Morning News circulation overstatement. 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 has been set for April 2010. The Company believes the lawsuit is without merit and intends to vigorously defend against it. | ||
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. |
10
Item 2. | Managements Discussion and Analysis of Financial Condition and Results of Operations (dollars in thousands, except per share amounts) |
Number of | Station | |||||||||||||||||||||||||||||
Station/ | Year Belo | Commercial | Station | Audience | ||||||||||||||||||||||||||
Market | News | Acquired/ | Network | Analog | 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 | 10 | ||||||||||||||||||||||
Dallas/Fort Worth |
5 | TXCN | 1999 | N/A | N/A | N/A | N/A | N/A | ||||||||||||||||||||||
Houston |
10 | KHOU | 1984 | CBS | 11 | 15 | 1 | 10 | ||||||||||||||||||||||
Phoenix |
12 | KTVK | 1999 | IND | 3 | 13 | 6 | 4 | ||||||||||||||||||||||
Phoenix |
12 | KASW | 2000 | CW | 61 | 13 | 7 | * | 3 | |||||||||||||||||||||
Seattle/Tacoma |
14 | KING | 1997 | NBC | 5 | 13 | 1 | 11 | ||||||||||||||||||||||
Seattle/Tacoma |
14 | KONG | 2000 | IND | 16 | 13 | 5 | * | 2 | |||||||||||||||||||||
Seattle/Tacoma |
14 | NWCN | 1997 | N/A | N/A | N/A | N/A | N/A | ||||||||||||||||||||||
St. Louis |
21 | KMOV | 1997 | CBS | 4 | 8 | 2 | 12 | ||||||||||||||||||||||
Portland |
22 | KGW | 1997 | NBC | 8 | 8 | 1 | 11 | ||||||||||||||||||||||
Charlotte |
24 | WCNC | 1997 | NBC | 36 | 8 | 3 | 7 | ||||||||||||||||||||||
San Antonio |
37 | KENS | 1997 | CBS | 5 | 10 | 2 | 9 | ||||||||||||||||||||||
San Antonio(5) |
37 | KCWX | | CW | 2 | 10 | 9 | 1 | ||||||||||||||||||||||
Hampton/Norfolk |
43 | WVEC | 1984 | ABC | 13 | 8 | 1 | 12 | ||||||||||||||||||||||
Louisville |
49 | WHAS | 1997 | ABC | 11 | 7 | 1 | 11 | ||||||||||||||||||||||
Austin |
50 | KVUE | 1999 | ABC | 24 | 7 | 1 | 10 | ||||||||||||||||||||||
New Orleans(6) |
53 | WWL | 1994 | CBS | 4 | 8 | 1 | 16 | ||||||||||||||||||||||
New Orleans(7) |
53 | WUPL | 2007 | MNTV | 54 | 8 | 6 | 1 | ||||||||||||||||||||||
Tucson |
68 | KMSB | 1997 | FOX | 11 | 9 | 4 | 5 | ||||||||||||||||||||||
Tucson |
68 | KTTU | 2002 | MNTV | 18 | 9 | 6 | 2 | ||||||||||||||||||||||
Spokane |
75 | KREM | 1997 | CBS | 2 | 7 | 1 | * | 13 | |||||||||||||||||||||
Spokane |
75 | KSKN | 2001 | CW | 22 | 7 | 5 | 1 | ||||||||||||||||||||||
Boise(8)(9) |
112 | KTVB | 1997 | NBC | 7 | 5 | 1 | 22 |
(1) | Market rank is based on the relative size of the television market Designated Market Area (DMA), among the 210 generally recognized DMAs in the United States, based on the September 2008 Nielsen Media Research report. | |
(2) | Represents the number of analog 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 November 2008 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 November 2008 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) | Belo operates KCWX-TV through a local marketing agreement. | |
(6) | WWL also produces NewsWatch on Channel 15, an around-the-clock 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-LP (NBC), a low power television station in Twin Falls, Idaho. |
11
(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 stations in the market. |
Percentage | ||||||||||||
Three Months ended March 31, | 2009 | Change | 2008 | |||||||||
Net operating revenues |
$ | 133,536 | (23.6 | %) | $ | 174,827 | ||||||
Operating costs and expenses |
120,779 | (13.9 | %) | 140,310 | ||||||||
Earnings from operations |
12,757 | (63.0 | %) | 34,517 | ||||||||
Other income (expense) |
1,789 | 108.0 | % | (22,475 | ) | |||||||
Earnings from continuing operations
before income taxes |
14,546 | 20.8 | % | 12,042 | ||||||||
Income taxes |
(5,635 | ) | (75.4 | %) | (22,922 | ) | ||||||
Net earnings (loss) from continuing operations |
8,911 | 181.9 | % | (10,880 | ) | |||||||
Discontinued operations, net of tax |
| 100.0 | % | (4,499 | ) | |||||||
Net earnings (loss) |
$ | 8,911 | 157.9 | % | $ | (15,379 | ) | |||||
Percentage | ||||||||||||
Three Months ended March 31, | 2009 | Change | 2008 | |||||||||
Non-political advertising |
$ | 117,785 | (24.1 | %) | $ | 155,236 | ||||||
Political advertising |
645 | (87.3 | %) | 5,068 | ||||||||
Other |
15,106 | 4.0 | % | 14,523 | ||||||||
Net operating revenues |
$ | 133,536 | (23.6 | %) | $ | 174,827 | ||||||
12
13
14
15
16
| Modified policies and procedures related to goodwill and intangible asset impairment | ||
| Enhanced review of goodwill and intangible asset carrying amount calculations, and | ||
| New monitoring activities. |
17
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 |
18
Exhibit | ||||||||||
Number | Description | |||||||||
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)) | ||||||||
4.1 | Certain rights of the holders of the Companys Common Stock are set forth in Exhibits 3.1-3.13 above | |||||||||
4.2 | * | Specimen Form of Certificate representing shares of the Companys Series A Common Stock (Exhibit 4.2 to 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) | ||||||||
10.1 | 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 |
19
Exhibit | ||||||||||
Number | Description | |||||||||
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 3, 2009 (Securities and Exchange Commission File No. 001-08598)(the 2009 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 3.10 to the 2009 Form 10-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)(the 2nd Quarter 2008 Form 10-Q)). | ||||||||
* | (c) | Second Amendment to the Amended and Restated Belo Savings Plan effective as of January 1, 2008 (Exhibit 10.2(1)(c) to the 2009 Form 10-K). | ||||||||
* | (d) | Third Amendment to the Amended and Restated Belo Savings Plan effective as of January 1, 2009 (Exhibit 10.1 to the March 11, 2009 Form 8-K). | ||||||||
~(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, |
20
Exhibit | ||||||||||
Number | Description | |||||||||
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 2009 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) | ||||||||
~(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 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 2004 Executive Compensation Plan (Exhibit 10.2(6) to the Companys Quarterly Report on Form 10-Q for the quarter ended June 30, 2004 (Securities and Exchange Commission File No. 001-08598)) | ||||||||
* | (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)) | ||||||||
* | (d) | First Amendment to the Belo 2004 Executive Compensation Plan, dated November 30, 2006 (Exhibit 10.2(7)(d) to the Companys Annual Report on Form 10-K dated March 1, 2007 (Securities and Exchange Commission File No. 001-08598)) | ||||||||
* | (e) | Second Amendment to the Belo 2004 Executive Compensation Plan, dated December 7, 2007 (Exhibit 99.2 to the December 11, 2007 Form 8-K) | ||||||||
* | (f) | Third Amendment to the Belo 2004 Executive Compensation Plan, dated July 24, 2008 (Exhibit 10.2(8)(f) to the 2nd Quarter 2008 Form 10-Q) | ||||||||
* | (g) | Fourth Amendment to the Belo 2004 Executive Compensation Plan, dated September 26, 2008 (Exhibit 10.2(8)(g) to the Companys Quarterly Report on Form 10-Q for the quarter ended September 30, 2008 (Securities and Exchange Commission File No. 001-08598) |
21
Exhibit | ||||||||||
Number | Description | |||||||||
~(9) | * | Summary of Non-Employee Director Compensation (Exhibit 10.1 to the Companys Current Report on Form 8-K filed with the Securities and Exchange Commission on February 28, 2008 (Securities and Exchange Commission File No. 001-08598)) | ||||||||
~(10) | Belo Corp. Change In Control Severance Plan | |||||||||
10.3 | Agreements relating to the 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) | ||||||||
(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 |
22
BELO CORP. |
||||
August 10, 2009 | By: | /s/ Dennis A. Williamson | ||
Dennis A. Williamson | ||||
Executive Vice President/ Chief Financial Officer (Authorized Officer, Principal Financial Officer) |
||||
August 10, 2009 | By: | /s/ Carey P. Hendrickson | ||
Carey P. Hendrickson | ||||
Senior Vice President/Chief Accounting Officer (Principal Accounting Officer) |
||||
23