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Share Name | Share Symbol | Market | Type |
---|---|---|---|
A H Belo Corporation | NYSE:AHC | NYSE | Common Stock |
Price Change | % Change | Share Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 7.56 | 0 | 01:00:00 |
Delaware
|
|
38-3765318
|
(State or other jurisdiction of incorporation or organization)
|
|
(I.R.S. Employer Identification No.)
|
|
|
|
P. O. Box 224866, Dallas, Texas 75222-4866
|
|
(214) 977-8200
|
(Address of principal executive offices, including zip code)
|
|
(Registrant’s telephone number, including area code)
|
Securities registered pursuant to Section 12(b) of the Act:
|
||
Title of each class
|
|
Name of each exchange on which registered
|
Series A Common Stock, $.01 par value
Preferred Share Purchase Rights
|
|
New York Stock Exchange
|
|
|
|
Securities registered pursuant to Section 12(g) of the Act:
|
||
Series B Common Stock, $.01 par value
(Title of class)
|
Large accelerated filer:
o
|
|
Accelerated filer:
þ
|
|
Non-accelerated filer:
o
|
|
Smaller reporting company:
o
|
|
|
|
|
(Do not check if a smaller reporting company)
|
|
|
A. H. Belo Corporation 2012 Annual Report on Form 10-K
|
PAGE 1
|
•
|
Display –
Display revenue results from sales of advertising space within the Company’s core newspapers and niche publications to local, regional or national retail and service businesses with local operations, affiliates or resellers.
|
•
|
Classified –
Classified revenue, which includes automotive, real estate, employment and other, results from sales of advertising space in the classified and other sections of the Company’s newspapers.
|
•
|
Preprint –
Preprint revenue results from sales of preprinted advertisements or circulars inserted into the Company’s core newspapers and niche publications, or distributed by mail or third-party distributors to households in targeted areas in order to provide total market coverage for advertisers. The Company developed capabilities that allow its advertisers to selectively target preprint distribution at the sub-zip code level in order to optimize coverage for the advertisers’ locations.
|
•
|
Digital –
Digital advertising revenue results from sales of banner, and other display advertisements and classified advertisements on the Company’s websites and on third party websites, such as Yahoo!,
monster.com
, and
cars.com
. Marketing services revenue is generated by the Company’s new product initiatives, 508 Digital and Your Speakeasy, LLC (“Speakeasy”), as discussed further in Revenue Initiatives on page 5, and consists of services provided to small to middle-market size businesses that include development of mobile websites, search engine marketing and optimization, social media account management, and content development for its customers’ web presence.
|
PAGE 2
|
A. H. Belo Corporation 2012 Annual Report on Form 10-K
|
A. H. Belo Corporation 2012 Annual Report on Form 10-K
|
PAGE 3
|
|
2012
|
|
2011
|
|
2010
|
||||||||||||
Newspaper
|
Daily
Circulation
(a)
|
|
Sunday
Circulation
|
|
Daily
Circulation
(a)
|
|
Sunday
Circulation
|
|
Daily
Circulation
(a)
|
|
Sunday
Circulation
|
||||||
The Dallas Morning News
Group
|
|
|
|
|
|
|
|
|
|
|
|
||||||
The Dallas Morning News
(b)
|
267,058
|
|
|
372,930
|
|
|
265,371
|
|
|
374,653
|
|
|
262,227
|
|
|
373,815
|
|
Niche publications
(b) (c)
|
120,299
|
|
|
327,719
|
|
|
174,712
|
|
|
—
|
|
|
187,442
|
|
|
—
|
|
Total
|
387,357
|
|
|
700,649
|
|
|
440,083
|
|
|
374,653
|
|
|
449,669
|
|
|
373,815
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
The Providence Journal
Group
|
|
|
|
|
|
|
|
|
|
|
|
||||||
The Providence Journal
(d)
|
88,974
|
|
|
119,199
|
|
|
94,357
|
|
|
129,024
|
|
|
101,123
|
|
|
137,339
|
|
Niche publications
(d)
|
24,310
|
|
|
—
|
|
|
23,938
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Total
|
113,284
|
|
|
119,199
|
|
|
118,295
|
|
|
129,024
|
|
|
101,123
|
|
|
137,339
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
The Press-Enterprise
Group
|
|
|
|
|
|
|
|
|
|
|
|
||||||
The Press-Enterprise
(e)
|
127,350
|
|
|
151,642
|
|
|
112,228
|
|
|
129,409
|
|
|
109,079
|
|
|
112,357
|
|
Niche publications
(e)
|
15,710
|
|
|
—
|
|
|
15,862
|
|
|
—
|
|
|
10,786
|
|
|
—
|
|
Total
|
143,060
|
|
|
151,642
|
|
|
128,090
|
|
|
129,409
|
|
|
119,865
|
|
|
112,357
|
|
(a)
|
Daily circulation is defined as a Monday through Saturday six-day average.
|
(b)
|
Average circulation data for
The Dallas Morning News
and its niche publications, including the
Denton Record-Chronicle,
are obtained from its Publisher’s Statement for the six-month periods ended September 30,
2012
,
2011
and
2010
, as filed with the Alliance for Audited Media (the “Audit Bureau”), formerly operating as the Audit Bureau of Circulations. The September
2012
statements are subject to audit. Year over year increases in reported daily circulation for 2012 and 2011 and reported Sunday circulation for 2011 are attributable to an increase in reported digital subscribers for each of these periods.
|
(c)
|
In 2012,
The Dallas Morning News
changed
Briefing
and
Al Dia’s
weekend circulation from Saturday to Sunday. On August 4, 2011, niche publication
Quick
ceased printing. During 2010, the last full year of publication,
Quick
had an average daily circulation of 13,301.
|
(d)
|
Average circulation data for
The Providence Journal
and its niche publications are obtained from its Publisher’s Statement for the twenty-six weeks ended September 30,
2012
,
2011
and
2010
, as filed with the Audit Bureau. The September
2012
statements are subject to audit. Year over year increases in reported digital subscribers for both daily and Sunday circulation in 2012 were offset by a decline in print subscribers during the period.
|
(e)
|
Average circulation data for
The Press-Enterprise
and its niche publications are obtained from its Publisher’s Statement for the six months ended September 30,
2012
, as filed with the Audit Bureau, subject to audit and from its Annual Audit Report for the periods ended September 30,
2012
,
2011
and
2010
, as filed with Verified Audit Circulation. The September
2012
Publisher’s Statement and Annual Audit Report are subject to audit. Year over year increases in reported daily and Sunday circulation for 2012 and 2011 are attributable to an increase in reported digital subscribers for each of these periods.
|
PAGE 4
|
A. H. Belo Corporation 2012 Annual Report on Form 10-K
|
•
|
established, well-known and trusted brands within each of its markets
|
•
|
a strong, cohesive and stable senior management team, with significant sector experience, focused on strategy and execution
|
A. H. Belo Corporation 2012 Annual Report on Form 10-K
|
PAGE 5
|
•
|
the ability to innovate and develop new product and service offerings which leverage the Company’s brand equity, existing content, distribution platforms, technologies and relationships
|
•
|
four daily metropolitan newspapers with significantly greater scale of news gathering resources to cover the Company’s local markets and produce superior local content at a scale competitors are unlikely to duplicate
|
•
|
an affluent and educated demographic base in its largest market
|
•
|
the ability to market, in print and/or digitally, products and services to large and targeted audiences at low marginal costs
|
•
|
sales personnel with knowledge of the marketplaces in which the Company conducts its business and relationships with current and potential advertising clients
|
•
|
the ability to effectively manage operating costs according to market pressures
|
•
|
market existing print and digital products in an integrated manner that creates sustainable revenue and earnings
|
•
|
diversify revenue streams through development of innovative new products and services targeted at burgeoning markets
|
•
|
optimize and leverage marketing and sales capabilities, including consumer demographic data, to implement initiatives that enable advertisers to reach high value consumers more effectively
|
•
|
produce quality local content in the communities served and efficiently manage content to drive revenue over multiple delivery platforms, including print, the Internet and mobile devices
|
•
|
continue to keep costs closely aligned with revenue, maintain strong liquidity to support future business and product initiatives, and provide flexibility to meet strategic investment opportunities and other cash flow requirements
|
•
|
strengthen and improve the Company’s underlying technology platform while continuously leveraging technology and other innovations to reduce expenses
|
PAGE 6
|
A. H. Belo Corporation 2012 Annual Report on Form 10-K
|
A. H. Belo Corporation 2012 Annual Report on Form 10-K
|
PAGE 7
|
PAGE 8
|
A. H. Belo Corporation 2012 Annual Report on Form 10-K
|
A. H. Belo Corporation 2012 Annual Report on Form 10-K
|
PAGE 9
|
PAGE 10
|
A. H. Belo Corporation 2012 Annual Report on Form 10-K
|
Operations
|
Ownership
|
Location
|
A. H. Belo and
The Dallas Morning News
|
|
|
Corporate and
The Dallas Morning News’
headquarters
(a)
|
Owned
|
Dallas, Texas, downtown
|
Printing facilities
|
Owned
|
Plano, Texas
|
Office building, warehouse
|
Owned
|
Denton, Texas, downtown
|
Direct mail offices and warehouse
|
Leased
|
Phoenix, Arizona; Las Vegas, Nevada
|
|
|
|
The Providence Journal
|
|
|
Office building
|
Owned
|
Providence, Rhode Island, downtown
|
Printing facilities
|
Owned
|
Providence, Rhode Island
|
|
|
|
The Press-Enterprise
|
|
|
Office building
|
Owned
|
Riverside, California
|
Printing facilities
|
Owned
|
Riverside, California
|
(a)
|
The Corporate and
The Dallas Morning News’
headquarters include two office buildings, a parking garage and adjacent land that are part of a ten-acre campus in downtown Dallas, Texas. Other properties on this campus are owned and used by Belo in its operations. The Company leased certain storage facilities in its parking garage and a parcel of land to Belo under a long-term ground lease which provides an option to purchase for nominal value.
|
A. H. Belo Corporation 2012 Annual Report on Form 10-K
|
PAGE 11
|
|
Stock Price
|
|
Dividends
|
||||||||||||
|
High
|
|
Low
|
|
Close
|
|
Declared
|
||||||||
2012
|
|
|
|
|
|
|
|
||||||||
Fourth quarter
|
$
|
5.30
|
|
|
$
|
4.38
|
|
|
$
|
4.65
|
|
|
$
|
0.06
|
|
Third quarter
|
5.04
|
|
|
3.96
|
|
|
4.83
|
|
|
0.30
|
|
||||
Second quarter
|
5.01
|
|
|
3.60
|
|
|
4.02
|
|
|
0.06
|
|
||||
First quarter
|
6.49
|
|
|
4.47
|
|
|
4.89
|
|
|
0.06
|
|
||||
|
|
|
|
|
|
|
|
||||||||
2011
|
|
|
|
|
|
|
|
||||||||
Fourth quarter
|
$
|
5.44
|
|
|
$
|
3.82
|
|
|
$
|
4.75
|
|
|
$
|
0.12
|
|
Third quarter
|
7.64
|
|
|
4.03
|
|
|
4.20
|
|
|
0.06
|
|
||||
Second quarter
|
8.64
|
|
|
6.39
|
|
|
7.44
|
|
|
0.06
|
|
||||
First quarter
|
8.93
|
|
|
7.00
|
|
|
8.36
|
|
|
—
|
|
PAGE 12
|
A. H. Belo Corporation 2012 Annual Report on Form 10-K
|
A. H. Belo Corporation 2012 Annual Report on Form 10-K
|
PAGE 13
|
|
As of and for the years ended December 31,
|
||||||||||||||||||
In thousands, except per share amounts
|
2012
|
|
2011
|
|
2010
|
|
2009
|
|
2008
|
||||||||||
Total net operating revenues
|
$
|
440,046
|
|
|
$
|
461,503
|
|
|
$
|
487,308
|
|
|
$
|
518,348
|
|
|
$
|
637,314
|
|
Total operating costs and expenses
|
440,678
|
|
|
466,915
|
|
|
625,377
|
|
|
636,659
|
|
|
699,271
|
|
|||||
Net loss from operations
|
(632
|
)
|
|
(5,412
|
)
|
|
(138,069
|
)
|
|
(118,311
|
)
|
|
(61,957
|
)
|
|||||
Total other income (expense), net
|
2,783
|
|
|
(510
|
)
|
|
6,259
|
|
|
(2,059
|
)
|
|
(3,420
|
)
|
|||||
Income tax expense (benefit)
|
1,732
|
|
|
5,011
|
|
|
(7,575
|
)
|
|
(12,475
|
)
|
|
(15,857
|
)
|
|||||
Net income (loss)
|
419
|
|
|
(10,933
|
)
|
|
(124,235
|
)
|
|
(107,895
|
)
|
|
(49,520
|
)
|
|||||
Net loss attributable to noncontrolling interests
|
(107
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Net income (loss) attributable to A. H. Belo Corporation
|
$
|
526
|
|
|
$
|
(10,933
|
)
|
|
$
|
(124,235
|
)
|
|
$
|
(107,895
|
)
|
|
$
|
(49,520
|
)
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Total assets
|
$
|
291,939
|
|
|
$
|
345,088
|
|
|
$
|
420,049
|
|
|
$
|
404,427
|
|
|
$
|
552,263
|
|
Total liabilities
|
$
|
189,879
|
|
|
$
|
223,609
|
|
|
$
|
220,176
|
|
|
$
|
82,830
|
|
|
$
|
127,732
|
|
Total shareholders’ equity
|
$
|
102,060
|
|
|
$
|
121,479
|
|
|
$
|
199,873
|
|
|
$
|
321,597
|
|
|
$
|
424,531
|
|
Cash dividends recorded per share
|
$
|
0.48
|
|
|
$
|
0.18
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
0.63
|
|
PAGE 14
|
A. H. Belo Corporation 2012 Annual Report on Form 10-K
|
A. H. Belo Corporation 2012 Annual Report on Form 10-K
|
PAGE 15
|
•
|
Advertising and circulation revenue decreased by
8.6 percent
and
2.4 percent
, respectively, generally due to volume declines. The Company’s printing and distribution revenue increased
16.2 percent
as a result of new contracts. Operating costs decreased by
5.6 percent
due to general cost reduction efforts.
|
•
|
The Company expanded its digital presence through investments in Speakeasy and 508 Digital, a division of
The Dallas Morning News
.
|
•
|
During July 2012, a Rhode Island court approved a consent judgment related to past tax assessments of real estate by the City of Providence. Under this judgment,
The Providence Journal
received a credit of $2,500 to be applied against future tax payments. Accordingly, other production, distribution, and operating costs were reduced by $2,500.
|
•
|
In December 2012,
The Press-Enterprise
ceased printing certain commercial products due to unprofitable margins. The Company recorded a charge to earnings of $3,081, of which $2,444 represented asset impairments and $637 represented severance and other termination costs.
|
•
|
The Company recorded
$2,251
of accelerated depreciation for certain production-related assets determined to have a shorter life.
|
•
|
A charge of $10,613 was recorded to other comprehensive loss as a result of lower discount rates being applied against the projected benefit obligations associated with the A. H. Belo Pension Plans. Contributions of $32,672 were made by the Company to these plans in 2012, of which $10,000 were voluntary.
|
•
|
Dividend proceeds of
$2,427
were received from an equity method investee, reducing the carrying value of this investment.
|
•
|
Proceeds of $2,410 were received from the sale of a residence acquired by the Company under an employment agreement with an officer, resulting in a gain of $14.
|
•
|
Dividends totaling
$10,947
were recorded and paid to shareholders and to holders of restricted stock units.
|
•
|
The Company’s Board of Directors authorized the purchase of
1,000,000
shares of the Company’s Series A or B common stock. A total of
74,130
Series A shares were acquired through open market transactions for
$350
as of December 31, 2012.
|
•
|
In December 2012, management determined its $25,000 Credit Agreement was no longer required based on the Company’s continued ability to generate sufficient cash flows to meet operating requirements. On January 4, 2013, the Company completed a voluntary termination of this agreement and expensed the remaining unamortized debt issuance costs of $401.
|
PAGE 16
|
A. H. Belo Corporation 2012 Annual Report on Form 10-K
|
|
Years Ended December 31,
|
||||||||||||||||
|
2012
|
|
Percentage
Change |
|
2011
|
|
Percentage
Change |
|
2010
|
||||||||
Advertising and marketing services
|
$
|
258,223
|
|
|
(8.6
|
)%
|
|
$
|
282,621
|
|
|
(8.9
|
)%
|
|
$
|
310,309
|
|
Circulation
|
136,506
|
|
|
(2.4
|
)%
|
|
139,892
|
|
|
(0.8
|
)%
|
|
141,091
|
|
|||
Printing and distribution
|
45,317
|
|
|
16.2
|
%
|
|
38,990
|
|
|
8.6
|
%
|
|
35,908
|
|
|||
|
$
|
440,046
|
|
|
(4.6
|
)%
|
|
$
|
461,503
|
|
|
(5.3
|
)%
|
|
$
|
487,308
|
|
A. H. Belo Corporation 2012 Annual Report on Form 10-K
|
PAGE 17
|
|
Years Ended December 31,
|
||||||||||||||||
|
2012
|
|
Percentage
Change
|
|
2011
|
|
Percentage
Change
|
|
2010
|
||||||||
The Dallas Morning News
|
$
|
280,924
|
|
|
(6.1
|
)%
|
|
$
|
299,131
|
|
|
(4.8
|
)%
|
|
$
|
314,049
|
|
The Providence Journal
(a)
|
93,766
|
|
|
(1.4
|
)%
|
|
95,065
|
|
|
(4.8
|
)%
|
|
99,849
|
|
|||
The Press-Enterprise
|
65,356
|
|
|
(2.9
|
)%
|
|
67,307
|
|
|
(8.3
|
)%
|
|
73,410
|
|
|||
Total net operating revenues
|
$
|
440,046
|
|
|
(4.6
|
)%
|
|
$
|
461,503
|
|
|
(5.3
|
)%
|
|
$
|
487,308
|
|
(a)
|
Revenue reported for
The Providence Journal
in 2012 includes
$3,737
due to the change in the circulation model used as described below.
|
PAGE 18
|
A. H. Belo Corporation 2012 Annual Report on Form 10-K
|
|
Years Ended December 31,
|
|||||||||||||||||||||||||
|
2012
|
|
Percent
of Total Revenue |
|
Percentage
Change |
|
2011
|
|
Percent
of Total Revenue |
|
Percentage
Change |
|
2010
|
|
Percent
of Total Revenue |
|||||||||||
Advertising and marketing services
|
$
|
170,114
|
|
|
60.5
|
%
|
|
(7.6
|
)%
|
|
$
|
184,175
|
|
|
61.6
|
%
|
|
(7.6
|
)%
|
|
199,245
|
|
|
63.4
|
%
|
|
Display
|
61,844
|
|
|
|
|
(16.1
|
)%
|
|
73,717
|
|
|
|
|
(13.6
|
)%
|
|
85,311
|
|
|
|
||||||
Classified
|
27,299
|
|
|
|
|
(7.3
|
)%
|
|
29,439
|
|
|
|
|
(5.5
|
)%
|
|
31,137
|
|
|
|
||||||
Preprint
|
57,910
|
|
|
|
|
(1.5
|
)%
|
|
58,793
|
|
|
|
|
(2.4
|
)%
|
|
60,266
|
|
|
|
||||||
Digital
|
23,061
|
|
|
|
|
3.8
|
%
|
|
22,226
|
|
|
|
|
(1.4
|
)%
|
|
22,531
|
|
|
|
||||||
Circulation
|
88,662
|
|
|
31.6
|
%
|
|
(4.1
|
)%
|
|
92,493
|
|
|
30.9
|
%
|
|
0.3
|
%
|
|
92,210
|
|
|
29.4
|
%
|
|||
Printing and distribution
|
22,148
|
|
|
7.9
|
%
|
|
(1.4
|
)%
|
|
22,463
|
|
|
7.5
|
%
|
|
(0.6
|
)%
|
|
22,594
|
|
|
7.2
|
%
|
|||
|
$
|
280,924
|
|
|
100.0
|
%
|
|
(6.1
|
)%
|
|
$
|
299,131
|
|
|
100.0
|
%
|
|
(4.8
|
)%
|
|
$
|
314,049
|
|
|
100.0
|
%
|
A. H. Belo Corporation 2012 Annual Report on Form 10-K
|
PAGE 19
|
|
Years Ended December 31,
|
|||||||||||||||||||||||||
|
2012
|
|
Percent
of Total Revenue |
|
Percentage
Change |
|
2011
|
|
Percent
of Total Revenue |
|
Percentage
Change |
|
2010
|
|
Percent
of Total Revenue |
|||||||||||
Advertising and marketing services
|
$
|
45,995
|
|
|
49.1
|
%
|
|
(13.0
|
)%
|
|
$
|
52,886
|
|
|
55.6
|
%
|
|
(11.2
|
)%
|
|
$
|
59,558
|
|
|
59.6
|
%
|
Display
|
11,656
|
|
|
|
|
(12.8
|
)%
|
|
13,370
|
|
|
|
|
(34.6
|
)%
|
|
20,446
|
|
|
|
||||||
Classified
|
15,247
|
|
|
|
|
(16.8
|
)%
|
|
18,329
|
|
|
|
|
21.9
|
%
|
|
15,030
|
|
|
|
||||||
Preprint
|
13,176
|
|
|
|
|
(8.4
|
)%
|
|
14,385
|
|
|
|
|
(12.6
|
)%
|
|
16,459
|
|
|
|
||||||
Digital
|
5,916
|
|
|
|
|
(13.0
|
)%
|
|
6,802
|
|
|
|
|
(10.8
|
)%
|
|
7,623
|
|
|
|
||||||
Circulation
|
34,562
|
|
|
36.8
|
%
|
|
2.3
|
%
|
|
33,797
|
|
|
35.6
|
%
|
|
(3.2
|
)%
|
|
34,918
|
|
|
35.0
|
%
|
|||
Printing and distribution
|
13,209
|
|
|
14.1
|
%
|
|
57.6
|
%
|
|
8,382
|
|
|
8.8
|
%
|
|
56.0
|
%
|
|
5,373
|
|
|
5.4
|
%
|
|||
|
$
|
93,766
|
|
|
100.0
|
%
|
|
(1.4
|
)%
|
|
$
|
95,065
|
|
|
100.0
|
%
|
|
(4.8
|
)%
|
|
$
|
99,849
|
|
|
100.0
|
%
|
PAGE 20
|
A. H. Belo Corporation 2012 Annual Report on Form 10-K
|
|
Years Ended December 31,
|
|||||||||||||||||||||||||
|
2012
|
|
Percent
of Total Revenue |
|
Percentage
Change |
|
2011
|
|
Percent
of Total Revenue |
|
Percentage
Change |
|
2010
|
|
Percent
of Total Revenue |
|||||||||||
Advertising and marketing services
|
$
|
42,114
|
|
|
64.4
|
%
|
|
(7.6
|
)%
|
|
$
|
45,560
|
|
|
67.7
|
%
|
|
(11.5
|
)%
|
|
$
|
51,506
|
|
|
70.2
|
%
|
Display
|
11,073
|
|
|
|
|
(6.7
|
)%
|
|
11,866
|
|
|
|
|
(14.9
|
)%
|
|
13,944
|
|
|
|
||||||
Classified
|
11,579
|
|
|
|
|
(11.2
|
)%
|
|
13,033
|
|
|
|
|
(21.9
|
)%
|
|
16,677
|
|
|
|
||||||
Preprint
|
13,732
|
|
|
|
|
(5.1
|
)%
|
|
14,475
|
|
|
|
|
—
|
%
|
|
14,469
|
|
|
|
||||||
Digital
|
5,730
|
|
|
|
|
(7.4
|
)%
|
|
6,186
|
|
|
|
|
(3.6
|
)%
|
|
6,416
|
|
|
|
||||||
Circulation
|
13,282
|
|
|
20.4
|
%
|
|
(2.4
|
)%
|
|
13,602
|
|
|
20.2
|
%
|
|
(2.6
|
)%
|
|
13,963
|
|
|
19.0
|
%
|
|||
Printing and distribution
|
9,960
|
|
|
15.2
|
%
|
|
22.3
|
%
|
|
8,145
|
|
|
12.1
|
%
|
|
2.6
|
%
|
|
7,941
|
|
|
10.8
|
%
|
|||
|
$
|
65,356
|
|
|
100.0
|
%
|
|
(2.9
|
)%
|
|
$
|
67,307
|
|
|
100.0
|
%
|
|
(8.3
|
)%
|
|
$
|
73,410
|
|
|
100.0
|
%
|
A. H. Belo Corporation 2012 Annual Report on Form 10-K
|
PAGE 21
|
|
Years Ended December 31,
|
||||||||||||||||
|
2012
|
|
Percentage
Change |
|
2011
|
|
Percentage
Change |
|
2010
|
||||||||
Operating Costs and Expenses
|
|
|
|
|
|
|
|
|
|
||||||||
Salaries, wages and employee benefits
|
$
|
177,070
|
|
|
(5.7
|
)%
|
|
$
|
187,738
|
|
|
(11.9
|
)%
|
|
$
|
212,998
|
|
Other production, distribution and operating costs
|
167,132
|
|
|
(4.5
|
)%
|
|
174,942
|
|
|
(4.4
|
)%
|
|
183,017
|
|
|||
Newsprint, ink and other supplies
|
61,315
|
|
|
2.1
|
%
|
|
60,081
|
|
|
8.3
|
%
|
|
55,472
|
|
|||
Depreciation
|
27,478
|
|
|
(9.7
|
)%
|
|
30,427
|
|
|
(7.5
|
)%
|
|
32,902
|
|
|||
Amortization
|
5,239
|
|
|
—
|
|
|
5,239
|
|
|
—
|
|
|
5,238
|
|
|||
Asset impairments
|
2,444
|
|
|
(62.4
|
)%
|
|
6,500
|
|
|
91.0
|
%
|
|
3,404
|
|
|||
Pension plan withdrawal
|
—
|
|
|
(100.0
|
)%
|
|
1,988
|
|
|
(98.5
|
)%
|
|
132,346
|
|
|||
Total operating costs and expenses
|
$
|
440,678
|
|
|
(5.6
|
)%
|
|
$
|
466,915
|
|
|
(25.3
|
)%
|
|
$
|
625,377
|
|
PAGE 22
|
A. H. Belo Corporation 2012 Annual Report on Form 10-K
|
|
Years Ended December 31,
|
||||||||||||||||
|
2012
|
|
Percentage
Change |
|
2011
|
|
Percentage
Change |
|
2010
|
||||||||
Other Income (Expense), Net
|
|
|
|
|
|
|
|
|
|
||||||||
Earnings from equity method investments
|
$
|
2,628
|
|
|
N.M.
|
|
|
$
|
(630
|
)
|
|
(198.0
|
)%
|
|
$
|
643
|
|
Other
|
785
|
|
|
(0.5
|
)%
|
|
789
|
|
|
(87.7
|
)%
|
|
6,424
|
|
|||
Other income, net
|
3,413
|
|
|
N.M.
|
|
|
159
|
|
|
(97.8
|
)%
|
|
7,067
|
|
|||
Interest expense
|
(630
|
)
|
|
(5.8
|
)%
|
|
(669
|
)
|
|
(17.2
|
)%
|
|
(808
|
)
|
|||
Total other income (expense), net
|
$
|
2,783
|
|
|
(645.7
|
)%
|
|
$
|
(510
|
)
|
|
(108.1
|
)%
|
|
$
|
6,259
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Income Tax Expense (Benefit)
|
|
|
|
|
|
|
|
|
|
||||||||
Income tax expense (benefit)
|
$
|
1,732
|
|
|
(65.4
|
)%
|
|
$
|
5,011
|
|
|
(166.2
|
)%
|
|
$
|
(7,575
|
)
|
A. H. Belo Corporation 2012 Annual Report on Form 10-K
|
PAGE 23
|
|
Years Ended December 31,
|
||||||||||
|
2012
|
|
2011
|
|
2010
|
||||||
Net income (loss) attributable to A. H. Belo Corporation
|
$
|
526
|
|
|
$
|
(10,933
|
)
|
|
$
|
(124,235
|
)
|
Depreciation and amortization
|
32,717
|
|
|
35,666
|
|
|
38,140
|
|
|||
Interest expense
|
630
|
|
|
669
|
|
|
808
|
|
|||
Income tax expense (benefit)
|
1,732
|
|
|
5,011
|
|
|
(7,575
|
)
|
|||
EBITDA
|
35,605
|
|
|
30,413
|
|
|
(92,862
|
)
|
|||
Addback:
|
|
|
|
|
|
||||||
Pension expense
|
3,746
|
|
|
8,161
|
|
|
145,985
|
|
|||
Impairments
|
2,444
|
|
|
6,500
|
|
|
3,404
|
|
|||
Net investment-related losses
|
—
|
|
|
2,634
|
|
|
—
|
|
|||
Adjusted EBITDA
|
$
|
41,795
|
|
|
$
|
47,708
|
|
|
$
|
56,527
|
|
PAGE 24
|
A. H. Belo Corporation 2012 Annual Report on Form 10-K
|
|
Estimated
Useful Lives |
||
Buildings and improvements
|
5
|
-
|
30 years
|
Newspaper publishing equipment
|
3
|
-
|
20 years
|
Other
|
3
|
-
|
10 years
|
A. H. Belo Corporation 2012 Annual Report on Form 10-K
|
PAGE 25
|
PAGE 26
|
A. H. Belo Corporation 2012 Annual Report on Form 10-K
|
A. H. Belo Corporation 2012 Annual Report on Form 10-K
|
PAGE 27
|
Sources of Liquidity
|
December 31, 2012
|
||
Cash and cash equivalents
|
$
|
34,094
|
|
Accounts receivable, net
|
46,964
|
|
|
|
$
|
81,058
|
|
PAGE 28
|
A. H. Belo Corporation 2012 Annual Report on Form 10-K
|
|
Total
|
|
2013
|
|
2014
|
|
2015
|
|
2016
|
|
2017
|
|
Thereafter
|
||||||||||||||
Operating lease commitments
|
$
|
6,685
|
|
|
$
|
2,486
|
|
|
$
|
2,024
|
|
|
$
|
1,094
|
|
|
$
|
549
|
|
|
$
|
437
|
|
|
$
|
95
|
|
Capital commitments
|
1,380
|
|
|
1,380
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Total commitments
|
$
|
8,065
|
|
|
$
|
3,866
|
|
|
$
|
2,024
|
|
|
$
|
1,094
|
|
|
$
|
549
|
|
|
$
|
437
|
|
|
$
|
95
|
|
A. H. Belo Corporation 2012 Annual Report on Form 10-K
|
PAGE 29
|
PAGE 30
|
A. H. Belo Corporation 2012 Annual Report on Form 10-K
|
A. H. Belo Corporation 2012 Annual Report on Form 10-K
|
PAGE 31
|
PAGE 32
|
A. H. Belo Corporation 2012 Annual Report on Form 10-K
|
(1)
|
The Consolidated Financial Statements listed in the Index to Consolidated Financial Statements included in the table of contents are filed as part of this report.
|
(2)
|
All financial statement schedules were omitted because they are not applicable, are not required, or the required information is shown in the Consolidated Financial Statements or Notes thereto.
|
(3)
|
Exhibits:
|
A. H. Belo Corporation 2012 Annual Report on Form 10-K
|
PAGE 33
|
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 Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on February 12, 2008 (Securities and Exchange Commission File No. 001-33741) (the “February 12, 2008 Form 8-K”))
|
|||
3.1
|
*
|
Amended and Restated Certificate of Incorporation of the Company (Exhibit 3.1 to Amendment No. 3 to the Company’s Form 10 dated January 18, 2008 (Securities and Exchange Commission File No. 001-33741) (the “Third Amendment to Form 10”))
|
|||
3.2
|
*
|
Certificate of Designations of Series A Junior Participating Preferred Stock of the Company dated January 11, 2008 (Exhibit 3.2 to Post-Effective Amendment No. 1 to Form 10 dated January 31, 2008 (Securities and Exchange Commission File No. 001-33741))
|
|||
3.3
|
*
|
Amended and Restated Bylaws of the Company, effective January 11, 2008 (Exhibit 3.3 to the Third Amendment to Form 10)
|
|||
4.1
|
*
|
Certain rights of the holders of the Company’s Common Stock are set forth in Exhibits 3.1-3.3 above
|
|||
4.2
|
*
|
Specimen Form of Certificate representing shares of the Company’s Series A Common Stock (Exhibit 4.2 to the Third Amendment to Form 10)
|
|||
4.3
|
*
|
Specimen Form of Certificate representing shares of the Company’s Series B Common Stock (Exhibit 4.3 to the Third Amendment to Form 10)
|
|||
4.4
|
*
|
Rights Agreement dated as of January 11, 2008 between the Company and Mellon Investor Services LLC (Exhibit 4.4 to the Third Amendment to Form 10)
|
|||
10.1
|
*
|
Financing agreements:
|
|||
|
|
(1)
|
*
|
Amended and Restated Credit Agreement dated as of January 30, 2009 (Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on February 2, 2009 (Securities and Exchange Commission File No. 001-33741) (the “February 2, 2009 Form 8-K”))
|
|
|
|
(2)
|
*
|
Amended and Restated Pledge and Security Agreement dated as of January 30, 2009 (Exhibit 10.2 to the February 2, 2009 Form 8-K)
|
|
|
|
(a)
|
*
|
First Amendment to Amended and Restated Security Agreement dated as of May 2, 2011 (Exhibit 10.1(9) to the Company’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 4, 2011 (Securities and Exchange Commission File No. 001-33741))
|
|
|
|
(3)
|
*
|
First Amendment to the Amended and Restated Credit Agreement dated as of August 18, 2009 (Exhibit 10.1(5) to the Company’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 13, 2009 (Securities and Exchange Commission File No. 001- 33741))
|
|
|
|
(4)
|
*
|
Second Amendment to the Amended and Restated Credit Agreement dated as of December 3, 2009 (Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on December 4, 2009 (Securities and Exchange Commission File No. 001-33741))
|
|
|
|
(5)
|
*
|
Fourth Amendment to the Amended and Restated Credit Agreement dated as of March 10, 2011 (Exhibit 10.1(8) to the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 11, 2011 (Securities and Exchange Commission File No. 001-33741))
|
|
|
|
(6)
|
*
|
Fifth Amendment to the Amended and Restarted Credit Agreement and First Amendment to Amended and Restated Security Agreement dated as of May 2, 2011 (Exhibit 10.1(9) to the Company’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 4, 2011 (Securities and Exchange Commission File No. 001-33741))
|
|
|
|
(7)
|
*
|
Third Amendment to the Amended and Restated Credit Agreement dated as of August 18, 2010 (Exhibit 10.1(7) to the Company’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 3, 2010 (Securities and Exchange Commission File No. 001-33741))
|
PAGE 34
|
A. H. Belo Corporation 2012 Annual Report on Form 10-K
|
Exhibit Number
|
Description
|
||||
10.2
|
*
|
Compensatory plans and arrangements:
|
|||
|
|
~(1)
|
*
|
A. H. Belo Corporation Savings Plan (Exhibit 10.4 to the February 12, 2008 Form 8-K)
|
|
|
|
|
*
|
(a)
|
First Amendment to the A. H. Belo Savings Plan dated September 23, 2008 (Exhibit 10.2(1)(A) to the Company’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 14, 2008 (Securities and Exchange Commission File No. 001-33741))
|
|
|
|
*
|
(b)
|
Second Amendment to the A. H. Belo Savings Plan effective March 27, 2009 (Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on April 2, 2009 (Securities and Exchange Commission File No. 001-33741) (the “April 2, 2009 Form 8-K”))
|
|
|
|
*
|
(c)
|
Third Amendment to the A. H. Belo Savings Plan effective March 31, 2009 (Exhibit 10.2 to the April 2, 2009 Form 8-K)
|
|
|
|
*
|
(d)
|
Fourth Amendment to the A. H. Belo Savings Plan dated September 10, 2009, (Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on September 10, 2009 (Securities and Exchange Commission File No. 001-33741))
|
|
|
~(2)
|
*
|
|
A. H. Belo Corporation 2008 Incentive Compensation Plan (Exhibit 10.5 to the February 12, 2008 Form 8-K)
|
|
|
|
*
|
(a)
|
First Amendment to A. H. Belo 2008 Incentive Compensation Plan effective July 23, 2008 (Exhibit 10.2(2)(A) to the Company’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 14, 2008 (Securities and Exchange Commission File No. 001-33741))
|
|
|
|
*
|
(b)
|
Form of A. H. Belo 2008 Incentive Compensation Plan Non-Employee Director Evidence of Grant (for Non-Employee Director Awards) (Exhibit 10.2.2(b) to the Company’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 13, 2010 (Securities and Exchange Commission File No. 001-33741) (the “1st Quarter 2010 Form 10-Q”))
|
|
|
|
*
|
(c)
|
Form of A. H. Belo 2008 Incentive Compensation Plan Evidence of Grant (for Employee Awards) (Exhibit 10.2.2(c) to the 1st Quarter 2010 Form 10-Q)
|
|
|
|
*
|
(d)
|
Form of A. H. Belo 2008 Incentive Compensation Plan Evidence of Grant (Exhibit 10.1 to A. H. Belo Corporation’s Current Report on Form 8-K filed with the Securities and Exchange Commission on March 12, 2012 (Securities and Exchange Commission File No. 001-33741))
|
|
|
|
*
|
(e)
|
Form of A. H. Belo Cash Long-Term Incentive Evidence of Grant (Exhibit 10.2 to A. H. Belo Corporation’s Current Report on Form 8-K filed with the Securities and Exchange Commission on March 12, 2012 (Securities and Exchange Commission File No. 001-33741))
|
|
|
~(3)
|
*
|
|
A. H. Belo Pension Transition Supplement Restoration Plan effective January 1, 2008 (Exhibit 10.6 to the February 12, 2008 Form 8-K)
|
|
|
|
*
|
(a)
|
First Amendment to the A. H. Belo Pension Transition Supplement Restoration Plan dated March 31, 2009 (Exhibit 10.4 to the April 2, 2009 Form 8-K)
|
|
|
~(4)
|
*
|
|
A. H. Belo Corporation Change In Control Severance Plan (Exhibit 10.7 to the February 12, 2008 Form 8-K)
|
|
|
|
*
|
(a)
|
Amendment to the A. H. Belo Change in Control Severance Plan dated March 31, 2009 (Exhibit 10.3 to the April 2, 2009 Form 8-K)
|
|
|
~(5)
|
*
|
|
John C. McKeon Retention and Relocation Agreement effective September 22, 2010 (Exhibit 10.2(5) to the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 11, 2011 (Securities and Exchange Commission File No. 001-33741))
|
|
|
~(6)
|
*
|
|
John C. McKeon Severance Agreement and General Release effective January 3, 2012 (Exhibit 10.1 to A. H. Belo Corporation’s Current Report on Form 8-K filed with the Securities and Exchange Commission on January 19. 2012 (Securities and Exchange Commission File No. 001-33741))
|
A. H. Belo Corporation 2012 Annual Report on Form 10-K
|
PAGE 35
|
PAGE 36
|
A. H. Belo Corporation 2012 Annual Report on Form 10-K
|
|
A. H. BELO CORPORATION
|
||
|
|
|
|
|
By:
|
/s/
|
Robert W. Decherd
|
|
|
|
Robert W. Decherd
|
|
|
|
Chairman of the Board, President and Chief
|
|
|
|
Executive Officer
|
|
|
||
|
Dated:
|
March 7, 2013
|
A. H. Belo Corporation 2012 Annual Report on Form 10-K
|
PAGE 37
|
Signature
|
|
Title
|
|
Date
|
|
|
|
|
|
/s/ Robert W. Decherd
|
|
Chairman of the Board, President and
Chief Executive Officer
|
|
March 7, 2013
|
Robert W. Decherd
|
|
|
|
|
|
|
|
|
|
/s/ John A. Beckert
|
|
Director
|
|
March 7, 2013
|
John A. Beckert
|
|
|
|
|
|
|
|
|
|
/s/ Louis E. Caldera
|
|
Director
|
|
March 7, 2013
|
Louis E. Caldera
|
|
|
|
|
|
|
|
|
|
/s/ Dealey D. Herndon
|
|
Director
|
|
March 7, 2013
|
Dealey D. Herndon
|
|
|
|
|
|
|
|
|
|
/s/ Ronald D. McCray
|
|
Director
|
|
March 7, 2013
|
Ronald D. McCray
|
|
|
|
|
|
|
|
|
|
/s/ Tyree B. Miller
|
|
Director
|
|
March 7, 2013
|
Tyree B. Miller
|
|
|
|
|
|
|
|
|
|
/s/ Nicole G. Small
|
|
Director
|
|
March 7, 2013
|
Nicole G. Small
|
|
|
|
|
|
|
|
|
|
/s/ Alison K. Engel
|
|
Senior Vice President/
Chief Financial Officer
(Principal Financial Officer)
|
|
March 7, 2013
|
Alison K. Engel
|
|
|
|
|
|
|
|
|
|
/s/ Michael N. Lavey
|
|
Vice President/
Controller
(Principal Accounting Officer)
|
|
March 7, 2013
|
Michael N. Lavey
|
|
|
|
PAGE 38
|
A. H. Belo Corporation 2012 Annual Report on Form 10-K
|
A. H. Belo Corporation 2012 Annual Report on Form 10-K
|
PAGE 39
|
|
December 31,
|
||||||||||
In thousands, except share and per share amounts
|
2012
|
|
2011
|
|
2010
|
||||||
Net Operating Revenues
|
|
|
|
|
|
||||||
Advertising and marketing services
|
$
|
258,223
|
|
|
$
|
282,621
|
|
|
$
|
310,309
|
|
Circulation
|
136,506
|
|
|
139,892
|
|
|
141,091
|
|
|||
Printing and distribution
|
45,317
|
|
|
38,990
|
|
|
35,908
|
|
|||
Total net operating revenues
|
440,046
|
|
|
461,503
|
|
|
487,308
|
|
|||
Operating Costs and Expenses
|
|
|
|
|
|
||||||
Salaries, wages and employee benefits
|
177,070
|
|
|
187,738
|
|
|
212,998
|
|
|||
Other production, distribution and operating costs
|
167,132
|
|
|
174,942
|
|
|
183,017
|
|
|||
Newsprint, ink and other supplies
|
61,315
|
|
|
60,081
|
|
|
55,472
|
|
|||
Depreciation
|
27,478
|
|
|
30,427
|
|
|
32,902
|
|
|||
Amortization
|
5,239
|
|
|
5,239
|
|
|
5,238
|
|
|||
Asset impairments
|
2,444
|
|
|
6,500
|
|
|
3,404
|
|
|||
Pension plan withdrawal
|
—
|
|
|
1,988
|
|
|
132,346
|
|
|||
Total operating costs and expenses
|
440,678
|
|
|
466,915
|
|
|
625,377
|
|
|||
Net loss from operations
|
(632
|
)
|
|
(5,412
|
)
|
|
(138,069
|
)
|
|||
Other Income (Expense), Net
|
|
|
|
|
|
||||||
Other income, net
|
3,413
|
|
|
159
|
|
|
7,067
|
|
|||
Interest expense
|
(630
|
)
|
|
(669
|
)
|
|
(808
|
)
|
|||
Total other income (expense), net
|
2,783
|
|
|
(510
|
)
|
|
6,259
|
|
|||
Income (Loss) Before Income Taxes
|
2,151
|
|
|
(5,922
|
)
|
|
(131,810
|
)
|
|||
Income tax expense (benefit)
|
1,732
|
|
|
5,011
|
|
|
(7,575
|
)
|
|||
Net Income (Loss)
|
419
|
|
|
(10,933
|
)
|
|
(124,235
|
)
|
|||
Net loss attributable to noncontrolling interests
|
(107
|
)
|
|
—
|
|
|
—
|
|
|||
Net Income (Loss) Attributable to A. H. Belo Corporation
|
$
|
526
|
|
|
$
|
(10,933
|
)
|
|
$
|
(124,235
|
)
|
|
|
|
|
|
|
||||||
Per Share Basis
|
|
|
|
|
|
||||||
Net income (loss) attributable to A. H. Belo Corporation
|
|
|
|
|
|
||||||
Basic
|
$
|
0.01
|
|
|
$
|
(0.51
|
)
|
|
$
|
(5.92
|
)
|
Diluted
|
$
|
0.01
|
|
|
$
|
(0.51
|
)
|
|
$
|
(5.92
|
)
|
|
|
|
|
|
|
||||||
Weighted average shares outstanding
|
|
|
|
|
|
||||||
Basic
|
21,947,981
|
|
|
21,495,814
|
|
|
20,992,424
|
|
|||
Diluted
|
22,065,856
|
|
|
21,495,814
|
|
|
20,992,424
|
|
PAGE 40
|
A. H. Belo Corporation 2012 Annual Report on Form 10-K
|
|
Year Ended December 31,
|
||||||||||
In thousands
|
2012
|
|
2011
|
|
2010
|
||||||
Net income (loss)
|
$
|
419
|
|
|
$
|
(10,933
|
)
|
|
$
|
(124,235
|
)
|
Other comprehensive income (loss), net of tax:
|
|
|
|
|
|
||||||
Actuarial gains (losses):
|
|
|
|
|
|
||||||
Defined benefit pension plans
|
(10,613
|
)
|
|
(65,019
|
)
|
|
—
|
|
|||
Other post-retirement benefit plans
|
118
|
|
|
30
|
|
|
(169
|
)
|
|||
Amortization of actuarial gains (losses):
|
|
|
|
|
|
||||||
Defined benefit pension plans
|
700
|
|
|
—
|
|
|
—
|
|
|||
Other post-retirement benefit plans
|
(668
|
)
|
|
(649
|
)
|
|
(626
|
)
|
|||
Total other comprehensive loss
|
(10,463
|
)
|
|
(65,638
|
)
|
|
(795
|
)
|
|||
Comprehensive loss
|
(10,044
|
)
|
|
(76,571
|
)
|
|
(125,030
|
)
|
|||
Comprehensive loss attributable to noncontrolling interests
|
(107
|
)
|
|
—
|
|
|
—
|
|
|||
Total comprehensive loss attributable to A. H. Belo Corporation
|
$
|
(9,937
|
)
|
|
$
|
(76,571
|
)
|
|
$
|
(125,030
|
)
|
A. H. Belo Corporation 2012 Annual Report on Form 10-K
|
PAGE 41
|
|
December 31,
|
||||||
In thousands, except share amounts
|
2012
|
|
2011
|
||||
Assets
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
34,094
|
|
|
$
|
57,440
|
|
Accounts receivable (net of allowance of $2,759 and $2,921
at December 31, 2012 and 2011, respectively) |
46,964
|
|
|
50,533
|
|
||
Inventories
|
9,393
|
|
|
9,918
|
|
||
Deferred income taxes, net
|
1,496
|
|
|
1,380
|
|
||
Assets held for sale
|
—
|
|
|
2,396
|
|
||
Prepaids and other current assets
|
7,190
|
|
|
6,531
|
|
||
Total current assets
|
99,137
|
|
|
128,198
|
|
||
Property, plant and equipment at cost:
|
|
|
|
||||
Land
|
37,481
|
|
|
36,602
|
|
||
Buildings and improvements
|
193,782
|
|
|
192,810
|
|
||
Publishing equipment
|
261,519
|
|
|
276,792
|
|
||
Other
|
126,127
|
|
|
131,874
|
|
||
Construction in process
|
3,294
|
|
|
2,005
|
|
||
Total property, plant and equipment
|
622,203
|
|
|
640,083
|
|
||
Less accumulated depreciation
|
(477,594
|
)
|
|
(476,665
|
)
|
||
Property, plant and equipment, net
|
144,609
|
|
|
163,418
|
|
||
Intangible assets, net
|
11,711
|
|
|
16,950
|
|
||
Goodwill
|
24,582
|
|
|
24,582
|
|
||
Investments
|
6,826
|
|
|
6,112
|
|
||
Deferred income taxes, net
|
1,113
|
|
|
1,452
|
|
||
Other assets
|
3,961
|
|
|
4,376
|
|
||
Total assets
|
$
|
291,939
|
|
|
$
|
345,088
|
|
Liabilities and Shareholders’ Equity
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Accounts payable
|
$
|
15,178
|
|
|
$
|
18,062
|
|
Accrued compensation and benefits
|
19,343
|
|
|
18,007
|
|
||
Other accrued expenses
|
6,669
|
|
|
12,160
|
|
||
Advance subscription payments
|
20,708
|
|
|
22,491
|
|
||
Total current liabilities
|
61,898
|
|
|
70,720
|
|
||
Long-term pension liabilities
|
122,821
|
|
|
145,980
|
|
||
Other post-employment benefits
|
2,919
|
|
|
3,115
|
|
||
Other liabilities
|
2,241
|
|
|
3,794
|
|
||
Shareholders’ equity:
|
|
|
|
||||
Preferred stock, $.01 par value; Authorized 2,000,000 shares; none issued
|
—
|
|
|
—
|
|
||
Common stock, $.01 par value; Authorized 125,000,000 shares
|
|
|
|
||||
Series A: issued 19,651,830 and 19,182,236 shares
at December 31, 2012 and 2011, respectively |
197
|
|
|
192
|
|
||
Series B: issued 2,401,556 and 2,398,017 shares
at December 31, 2012 and 2011, respectively |
24
|
|
|
24
|
|
||
Treasury stock, Series A, at cost; 74,130 shares held at December 31, 2012
|
(350
|
)
|
|
—
|
|
||
Additional paid-in capital
|
495,528
|
|
|
493,773
|
|
||
Accumulated other comprehensive loss
|
(73,532
|
)
|
|
(63,069
|
)
|
||
Accumulated deficit
|
(319,862
|
)
|
|
(309,441
|
)
|
||
Total shareholders’ equity attributable to A. H. Belo Corporation
|
102,005
|
|
|
121,479
|
|
||
Noncontrolling interests
|
55
|
|
|
—
|
|
||
Total shareholders’ equity
|
102,060
|
|
|
121,479
|
|
||
Total liabilities and shareholders’ equity
|
$
|
291,939
|
|
|
$
|
345,088
|
|
PAGE 42
|
A. H. Belo Corporation 2012 Annual Report on Form 10-K
|
|
Common Stock
|
|
|
|
Treasury Stock
|
|
|
|
|
|
|
|
|
||||||||||||||||||||
In thousands, except share amounts
|
Shares
Series A |
Shares
Series B |
Amount
|
|
Additional
Paid-in Capital |
|
Shares Series A
|
Amount
|
|
Accumulated
Other Comprehensive Income (Loss) |
|
Accumulated Deficit
|
|
Noncontrolling Interests
|
|
Total
|
|||||||||||||||||
Balance at December 31, 2009
|
18,248,970
|
|
2,507,590
|
|
$
|
207
|
|
|
$
|
488,241
|
|
|
—
|
|
$
|
—
|
|
|
$
|
3,364
|
|
|
$
|
(170,215
|
)
|
|
$
|
—
|
|
|
$
|
321,597
|
|
Net loss
|
—
|
|
—
|
|
—
|
|
|
—
|
|
|
—
|
|
—
|
|
|
—
|
|
|
(124,235
|
)
|
|
—
|
|
|
(124,235
|
)
|
|||||||
Other comprehensive loss
|
—
|
|
—
|
|
—
|
|
|
—
|
|
|
—
|
|
—
|
|
|
(795
|
)
|
|
—
|
|
|
—
|
|
|
(795
|
)
|
|||||||
Issuance of shares for restricted stock units
|
79,137
|
|
—
|
|
1
|
|
|
(1
|
)
|
|
—
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Issuance of shares for stock option exercises
|
360,963
|
|
92,290
|
|
4
|
|
|
1,362
|
|
|
—
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,366
|
|
|||||||
Share-based compensation
|
—
|
|
—
|
|
—
|
|
|
1,940
|
|
|
—
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,940
|
|
|||||||
Conversion of Series B to Series A
|
207,806
|
|
(207,806
|
)
|
—
|
|
|
—
|
|
|
—
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Balance at December 31, 2010
|
18,896,876
|
|
2,392,074
|
|
212
|
|
|
491,542
|
|
|
—
|
|
—
|
|
|
2,569
|
|
|
(294,450
|
)
|
|
—
|
|
|
199,873
|
|
|||||||
Net loss
|
—
|
|
—
|
|
—
|
|
|
—
|
|
|
—
|
|
—
|
|
|
—
|
|
|
(10,933
|
)
|
|
—
|
|
|
(10,933
|
)
|
|||||||
Other comprehensive loss
|
—
|
|
—
|
|
—
|
|
|
—
|
|
|
—
|
|
—
|
|
|
(65,638
|
)
|
|
—
|
|
|
—
|
|
|
(65,638
|
)
|
|||||||
Issuance of shares for restricted stock units
|
244,803
|
|
—
|
|
3
|
|
|
(3
|
)
|
|
—
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Issuance of shares for stock option exercises
|
10,500
|
|
36,000
|
|
1
|
|
|
95
|
|
|
—
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
96
|
|
|||||||
Income tax on options
|
—
|
|
—
|
|
—
|
|
|
(52
|
)
|
|
—
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(52
|
)
|
|||||||
Share-based compensation
|
—
|
|
—
|
|
—
|
|
|
2,191
|
|
|
—
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,191
|
|
|||||||
Conversion of Series B to Series A
|
30,057
|
|
(30,057
|
)
|
—
|
|
|
—
|
|
|
—
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Dividends
|
—
|
|
—
|
|
—
|
|
|
—
|
|
|
—
|
|
—
|
|
|
—
|
|
|
(4,058
|
)
|
|
—
|
|
|
(4,058
|
)
|
|||||||
Balance at December 31, 2011
|
19,182,236
|
|
2,398,017
|
|
216
|
|
|
493,773
|
|
|
—
|
|
—
|
|
|
(63,069
|
)
|
|
(309,441
|
)
|
|
—
|
|
|
121,479
|
|
|||||||
Net income (loss)
|
—
|
|
—
|
|
—
|
|
|
—
|
|
|
—
|
|
—
|
|
|
—
|
|
|
526
|
|
|
(107
|
)
|
|
419
|
|
|||||||
Other comprehensive loss
|
—
|
|
—
|
|
—
|
|
|
—
|
|
|
—
|
|
—
|
|
|
(10,463
|
)
|
|
—
|
|
|
—
|
|
|
(10,463
|
)
|
|||||||
Capital contributions of noncontrolling interests
|
—
|
|
—
|
|
—
|
|
|
—
|
|
|
—
|
|
—
|
|
|
—
|
|
|
—
|
|
|
162
|
|
|
162
|
|
|||||||
Treasury stock purchases
|
—
|
|
—
|
|
—
|
|
|
—
|
|
|
(74,130
|
)
|
(350
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(350
|
)
|
|||||||
Issuance of shares for restricted stock units
|
319,807
|
|
—
|
|
3
|
|
|
(3
|
)
|
|
—
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Issuance of shares for stock option exercises
|
136,826
|
|
16,500
|
|
2
|
|
|
298
|
|
|
—
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
300
|
|
|||||||
Income tax on options
|
—
|
|
—
|
|
—
|
|
|
173
|
|
|
—
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
173
|
|
|||||||
Share-based compensation
|
—
|
|
—
|
|
—
|
|
|
1,287
|
|
|
—
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,287
|
|
|||||||
Conversion of Series B to Series A
|
12,961
|
|
(12,961
|
)
|
—
|
|
|
—
|
|
|
—
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Dividends
|
—
|
|
—
|
|
—
|
|
|
—
|
|
|
—
|
|
—
|
|
|
—
|
|
|
(10,947
|
)
|
|
—
|
|
|
(10,947
|
)
|
|||||||
Balance at December 31, 2012
|
19,651,830
|
|
2,401,556
|
|
$
|
221
|
|
|
$
|
495,528
|
|
|
(74,130
|
)
|
$
|
(350
|
)
|
|
$
|
(73,532
|
)
|
|
$
|
(319,862
|
)
|
|
$
|
55
|
|
|
$
|
102,060
|
|
A. H. Belo Corporation 2012 Annual Report on Form 10-K
|
PAGE 43
|
|
December 31,
|
||||||||||
In thousands
|
2012
|
|
2011
|
|
2010
|
||||||
Operating Activities
|
|
|
|
|
|
||||||
Net income (loss)
|
$
|
419
|
|
|
$
|
(10,933
|
)
|
|
$
|
(124,235
|
)
|
Adjustments to reconcile net income (loss) to net cash provided by (used for) operations:
|
|
|
|
|
|
||||||
Depreciation and amortization
|
32,717
|
|
|
35,666
|
|
|
38,140
|
|
|||
Share-based compensation
|
1,287
|
|
|
2,191
|
|
|
1,940
|
|
|||
Amortization of actuarial (gains) losses
|
32
|
|
|
(649
|
)
|
|
(626
|
)
|
|||
Loss (gain) on disposal of fixed assets
|
(384
|
)
|
|
347
|
|
|
(6,402
|
)
|
|||
Deferred income taxes
|
396
|
|
|
638
|
|
|
(8,392
|
)
|
|||
Provision for uncertain tax positions
|
—
|
|
|
37
|
|
|
351
|
|
|||
Gain on recovery of investment
|
(144
|
)
|
|
(729
|
)
|
|
—
|
|
|||
Pension plan withdrawal
|
—
|
|
|
1,988
|
|
|
132,346
|
|
|||
Asset impairment
|
2,444
|
|
|
6,500
|
|
|
3,404
|
|
|||
Equity method investment earnings (in excess of) less than dividends received
|
(201
|
)
|
|
396
|
|
|
2,205
|
|
|||
Loss on investment related activity, net
|
—
|
|
|
2,634
|
|
|
—
|
|
|||
Spare parts inventory write-down
|
—
|
|
|
1,785
|
|
|
—
|
|
|||
Net change in assets acquired and held for sale
|
2,396
|
|
|
(2,396
|
)
|
|
—
|
|
|||
Net changes in operating assets and liabilities:
|
|
|
|
|
|
||||||
Accounts receivable
|
3,569
|
|
|
6,300
|
|
|
9,733
|
|
|||
Funds held by Belo Corp. for future pension contributions
|
—
|
|
|
3,410
|
|
|
8,568
|
|
|||
Inventories
|
525
|
|
|
943
|
|
|
(2,186
|
)
|
|||
Prepaids and other current assets
|
(659
|
)
|
|
626
|
|
|
(399
|
)
|
|||
Other assets
|
415
|
|
|
1,735
|
|
|
976
|
|
|||
Accounts payable
|
(2,884
|
)
|
|
(11,097
|
)
|
|
9,968
|
|
|||
Accrued compensation and benefits
|
(217
|
)
|
|
(54
|
)
|
|
7,582
|
|
|||
Pension liabilities
|
(33,772
|
)
|
|
(53,374
|
)
|
|
—
|
|
|||
Other accrued expenses
|
(5,262
|
)
|
|
1,044
|
|
|
(7,788
|
)
|
|||
Advance subscription payments
|
(1,783
|
)
|
|
(566
|
)
|
|
(3,656
|
)
|
|||
Other post-employment benefits
|
(78
|
)
|
|
(1,602
|
)
|
|
(307
|
)
|
|||
Net cash (used for) provided by operations
|
(1,184
|
)
|
|
(15,160
|
)
|
|
61,222
|
|
|||
Investing Activities
|
|
|
|
|
|
||||||
Capital expenditures, net
|
(11,322
|
)
|
|
(8,657
|
)
|
|
(10,597
|
)
|
|||
Proceeds on the recovery of an impaired investment
|
144
|
|
|
729
|
|
|
—
|
|
|||
Proceeds from sale of fixed assets
|
628
|
|
|
1,100
|
|
|
9,765
|
|
|||
Purchase of investments
|
(742
|
)
|
|
(2,959
|
)
|
|
—
|
|
|||
Investment distribution proceeds
|
—
|
|
|
59
|
|
|
—
|
|
|||
Other, net
|
—
|
|
|
—
|
|
|
32
|
|
|||
Net cash used for investing activities
|
(11,292
|
)
|
|
(9,728
|
)
|
|
(800
|
)
|
|||
Financing Activities
|
|
|
|
|
|
||||||
Dividends paid
|
(10,947
|
)
|
|
(4,058
|
)
|
|
—
|
|
|||
Proceeds from exercise of stock options
|
300
|
|
|
95
|
|
|
1,366
|
|
|||
Purchase of treasury shares
|
(350
|
)
|
|
—
|
|
|
—
|
|
|||
Capital contributions of noncontrolling interests
|
127
|
|
|
—
|
|
|
—
|
|
|||
Net cash (used for) provided by financing activities
|
(10,870
|
)
|
|
(3,963
|
)
|
|
1,366
|
|
|||
Net (decrease) increase in cash and cash equivalents
|
(23,346
|
)
|
|
(28,851
|
)
|
|
61,788
|
|
|||
Cash and cash equivalents at beginning of period
|
57,440
|
|
|
86,291
|
|
|
24,503
|
|
|||
Cash and cash equivalents at end of period
|
$
|
34,094
|
|
|
$
|
57,440
|
|
|
$
|
86,291
|
|
Supplemental Disclosures
|
|
|
|
|
|
||||||
Interest paid
|
$
|
321
|
|
|
$
|
250
|
|
|
$
|
320
|
|
Income tax paid, net of refunds
|
$
|
1,489
|
|
|
$
|
415
|
|
|
$
|
2,301
|
|
Noncash investing activities:
|
|
|
|
|
|
||||||
Fixed assets and investments received from Belo Investment, LLC
|
$
|
—
|
|
|
$
|
11,191
|
|
|
$
|
—
|
|
PAGE 44
|
A. H. Belo Corporation 2012 Annual Report on Form 10-K
|
A. H. Belo Corporation 2012 Annual Report on Form 10-K
|
PAGE 45
|
|
Estimated
Useful Lives
|
||
Buildings and improvements
|
5
|
-
|
30 years
|
Newspaper publishing equipment
|
3
|
-
|
20 years
|
Other
|
3
|
-
|
10 years
|
PAGE 46
|
A. H. Belo Corporation 2012 Annual Report on Form 10-K
|
A. H. Belo Corporation 2012 Annual Report on Form 10-K
|
PAGE 47
|
PAGE 48
|
A. H. Belo Corporation 2012 Annual Report on Form 10-K
|
|
Total
Subscriber Lists |
|
The
Providence Journal |
|
The
Press- Enterprise |
||||||
December 31, 2012
|
|
|
|
|
|
||||||
Gross balance
|
$
|
91,928
|
|
|
$
|
78,698
|
|
|
$
|
13,230
|
|
Accumulated amortization
|
(80,217
|
)
|
|
(69,225
|
)
|
|
(10,992
|
)
|
|||
Net balance
|
$
|
11,711
|
|
|
$
|
9,473
|
|
|
$
|
2,238
|
|
|
|
|
|
|
|
||||||
December 31, 2011
|
|
|
|
|
|
||||||
Gross balance
|
$
|
91,928
|
|
|
$
|
78,698
|
|
|
$
|
13,230
|
|
Accumulated amortization
|
(74,978
|
)
|
|
(64,853
|
)
|
|
(10,125
|
)
|
|||
Net balance
|
$
|
16,950
|
|
|
$
|
13,845
|
|
|
$
|
3,105
|
|
|
2012
|
|
2011
|
||||
Equity method investments
|
$
|
5,706
|
|
|
$
|
5,030
|
|
Cost method investments
|
1,120
|
|
|
1,082
|
|
||
Total investments
|
$
|
6,826
|
|
|
$
|
6,112
|
|
A. H. Belo Corporation 2012 Annual Report on Form 10-K
|
PAGE 49
|
PAGE 50
|
A. H. Belo Corporation 2012 Annual Report on Form 10-K
|
Range of Exercise Prices
|
Number of
Options Outstanding |
|
Weighted-Average
Remaining Life (years) |
|
Weighted-Average
Exercise Price |
||||
$1.00
|
-
|
$6.60
|
413,838
|
|
5.69
|
|
$
|
4.56
|
|
$6.61
|
-
|
$17.99
|
2,271
|
|
4.15
|
|
17.28
|
|
|
$18.00
|
-
|
$22.99
|
238,308
|
|
2.75
|
|
20.86
|
|
|
$23.00
|
-
|
$29.00
|
561,263
|
|
1.49
|
|
26.48
|
|
|
|
|
|
1,215,680
|
|
3.17
|
|
17.90
|
|
A. H. Belo Corporation 2012 Annual Report on Form 10-K
|
PAGE 51
|
|
Total
RSUs |
|
Issuance of
Common Stock |
|
RSUs
Redeemed in Cash |
|
Cash
Payments at Closing Price of Stock |
|
Weighted-
Average Price on Date of Grant |
|||||||
Non-vested at December 31, 2009
|
438,582
|
|
|
|
|
|
|
|
|
$
|
10.35
|
|
||||
Granted
|
775,997
|
|
|
|
|
|
|
|
|
6.21
|
|
|||||
Vested
|
(132,024
|
)
|
|
79,137
|
|
|
52,887
|
|
|
$
|
417
|
|
|
17.36
|
|
|
Canceled
|
(64,103
|
)
|
|
|
|
|
|
|
|
9.18
|
|
|||||
Non-vested at December 31, 2010
|
1,018,452
|
|
|
|
|
|
|
|
|
6.36
|
|
|||||
Granted
|
425,710
|
|
|
|
|
|
|
|
|
7.58
|
|
|||||
Vested
|
(408,039
|
)
|
|
244,803
|
|
|
163,236
|
|
|
$
|
1,242
|
|
|
8.47
|
|
|
Canceled
|
(33,893
|
)
|
|
|
|
|
|
|
|
6.71
|
|
|||||
Non-vested at December 31, 2011
|
1,002,230
|
|
|
|
|
|
|
|
|
6.01
|
|
|||||
Granted
|
375,686
|
|
|
|
|
|
|
|
|
4.82
|
|
|||||
Vested
|
(533,043
|
)
|
|
319,807
|
|
|
213,236
|
|
|
$
|
1,025
|
|
|
5.22
|
|
|
Canceled
|
(33,255
|
)
|
|
|
|
|
|
|
|
6.13
|
|
|||||
Non-vested at December 31, 2012
|
811,618
|
|
|
|
|
|
|
|
|
$
|
5.97
|
|
|
A. H. Belo
|
|
Belo
|
|
|
||||||||||||||||||
|
Equity Awards
|
|
RSU-Cash Expense
|
|
Equity Awards
|
|
Total Expense
|
||||||||||||||||
|
Options Expense
|
|
RSU-Stock Expense
|
|
Total
|
|
|||||||||||||||||
2012
|
$
|
—
|
|
|
$
|
1,287
|
|
|
$
|
1,287
|
|
|
$
|
784
|
|
|
$
|
—
|
|
|
$
|
2,071
|
|
2011
|
183
|
|
|
2,008
|
|
|
2,191
|
|
|
(87
|
)
|
|
131
|
|
|
2,235
|
|
||||||
2010
|
152
|
|
|
1,788
|
|
|
1,940
|
|
|
3,007
|
|
|
207
|
|
|
5,154
|
|
PAGE 52
|
A. H. Belo Corporation 2012 Annual Report on Form 10-K
|
|
|
|
Fair Value Measurements Using
|
||||||||||||||||
Description
|
Carrying
Value |
|
Quoted Price in
Active Markets for Identical Assets (Level I) |
|
Significant
Other Observable Inputs (Level II) |
|
Significant
Unobservable Inputs (Level III) |
|
Total Losses
|
||||||||||
December 31, 2012
|
|
|
|
|
|
|
|
|
|
||||||||||
Property, plant and equipment
|
$
|
235
|
|
|
$
|
—
|
|
|
$
|
235
|
|
|
$
|
—
|
|
|
$
|
(2,444
|
)
|
December 31, 2011
|
|
|
|
|
|
|
|
|
|
||||||||||
Property, plant and equipment
|
26,444
|
|
|
—
|
|
|
26,444
|
|
|
—
|
|
|
(6,500
|
)
|
|||||
Assets held for sale
|
2,396
|
|
|
—
|
|
|
2,396
|
|
|
—
|
|
|
(700
|
)
|
|||||
December 31, 2010
|
|
|
|
|
|
|
|
|
|
||||||||||
Investments
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,448
|
)
|
A. H. Belo Corporation 2012 Annual Report on Form 10-K
|
PAGE 53
|
|
2012
|
|
2011
|
|
2010
|
||||||
Current
|
|
|
|
|
|
||||||
Federal
|
$
|
—
|
|
|
$
|
2,961
|
|
|
$
|
—
|
|
State
|
1,366
|
|
|
1,432
|
|
|
817
|
|
|||
Total current
|
1,366
|
|
|
4,393
|
|
|
817
|
|
|||
Deferred
|
|
|
|
|
|
||||||
Federal
|
108
|
|
|
313
|
|
|
(41,882
|
)
|
|||
State
|
406
|
|
|
526
|
|
|
(5,997
|
)
|
|||
Total deferred
|
514
|
|
|
839
|
|
|
(47,879
|
)
|
|||
Valuation allowance
|
(148
|
)
|
|
(221
|
)
|
|
39,487
|
|
|||
Total income tax expense (benefit)
|
$
|
1,732
|
|
|
$
|
5,011
|
|
|
$
|
(7,575
|
)
|
|
2012
|
|
2011
|
|
2010
|
||||||
Computed expected income tax expense (benefit)
|
$
|
753
|
|
|
$
|
(2,073
|
)
|
|
$
|
(46,134
|
)
|
State income tax (net of federal benefit)
|
1,154
|
|
|
1,668
|
|
|
(3,367
|
)
|
|||
Federal and state provision to return
|
—
|
|
|
—
|
|
|
1,704
|
|
|||
2006 - 2008 Belo IRS audit adjustment
|
—
|
|
|
2,961
|
|
|
—
|
|
|||
2009 net operating loss carryback - Belo Corp.
|
—
|
|
|
—
|
|
|
414
|
|
|||
Meals and entertainment
|
243
|
|
|
—
|
|
|
—
|
|
|||
Valuation allowance
|
(148
|
)
|
|
(221
|
)
|
|
39,487
|
|
|||
Compensation limitation
|
124
|
|
|
618
|
|
|
—
|
|
|||
Equity compensation
|
(355
|
)
|
|
—
|
|
|
—
|
|
|||
Belo Investment, LLC asset distribution
|
—
|
|
|
2,033
|
|
|
—
|
|
|||
Other
|
(39
|
)
|
|
25
|
|
|
321
|
|
|||
Income tax expense (benefit)
|
$
|
1,732
|
|
|
$
|
5,011
|
|
|
$
|
(7,575
|
)
|
Effective income tax rate
|
80.5
|
%
|
|
(84.6
|
)%
|
|
(5.7
|
)%
|
PAGE 54
|
A. H. Belo Corporation 2012 Annual Report on Form 10-K
|
|
December 31,
|
||||||
|
2012
|
|
2011
|
||||
Deferred tax assets
|
|
|
|
||||
Deferred compensation and benefits
|
$
|
4,899
|
|
|
$
|
4,889
|
|
Expenses deductible for tax purposes in a year different from the year accrued
|
1,876
|
|
|
3,672
|
|
||
Defined benefit plans
|
43,920
|
|
|
50,868
|
|
||
Net operating loss
|
24,778
|
|
|
19,647
|
|
||
Other
|
4,157
|
|
|
3,577
|
|
||
Total deferred tax assets
|
79,630
|
|
|
82,653
|
|
||
Valuation allowance for deferred tax assets
|
(67,589
|
)
|
|
(64,996
|
)
|
||
Deferred tax assets, net
|
12,041
|
|
|
17,657
|
|
||
Deferred tax liabilities
|
|
|
|
||||
Tax amortization in excess of book amortization
|
5,887
|
|
|
7,928
|
|
||
Tax depreciation in excess of book depreciation
|
1,081
|
|
|
4,759
|
|
||
State taxes
|
2,464
|
|
|
2,138
|
|
||
Total deferred tax liabilities
|
9,432
|
|
|
14,825
|
|
||
Net deferred tax assets
|
$
|
2,609
|
|
|
$
|
2,832
|
|
A. H. Belo Corporation 2012 Annual Report on Form 10-K
|
PAGE 55
|
|
2012
|
|
2011
|
||||
Balance at January 1
|
$
|
333
|
|
|
$
|
342
|
|
Reductions for tax positions of prior years
|
(9
|
)
|
|
(9
|
)
|
||
Balance at December 31
|
$
|
324
|
|
|
$
|
333
|
|
PAGE 56
|
A. H. Belo Corporation 2012 Annual Report on Form 10-K
|
|
2012
|
|
2011
|
||||
Change in projected benefit obligation
|
|
|
|
||||
Projected benefit obligation at beginning of year
|
$
|
420,885
|
|
|
$
|
363,928
|
|
Interest cost
|
17,300
|
|
|
18,900
|
|
||
Actuarial loss
|
31,740
|
|
|
55,777
|
|
||
Benefit payments
|
(28,530
|
)
|
|
(17,720
|
)
|
||
Projected benefit obligation at end of year
|
441,395
|
|
|
420,885
|
|
||
Change in plan assets
|
|
|
|
||||
Fair value of plan assets at beginning of year
|
274,905
|
|
|
238,327
|
|
||
Return on plan assets
|
39,527
|
|
|
7,993
|
|
||
Employer contributions
|
32,672
|
|
|
46,305
|
|
||
Benefit payments
|
(28,530
|
)
|
|
(17,720
|
)
|
||
Fair value of plan assets at end of year
|
318,574
|
|
|
274,905
|
|
||
Funded status
|
$
|
(122,821
|
)
|
|
$
|
(145,980
|
)
|
Amounts recorded on the balance sheet
|
|
|
|
||||
Noncurrent liability - Accrued benefit cost
|
$
|
122,821
|
|
|
$
|
145,980
|
|
|
|
|
|
||||
Accumulated benefit obligation
|
$
|
441,395
|
|
|
$
|
420,885
|
|
|
2012
|
|
2011
|
||||
Interest cost
|
$
|
17,300
|
|
|
$
|
18,900
|
|
Expected return on plan assets
|
(18,400
|
)
|
|
(17,235
|
)
|
||
Amortization of actuarial loss
|
700
|
|
|
—
|
|
||
Net periodic (benefit) cost
|
$
|
(400
|
)
|
|
$
|
1,665
|
|
A. H. Belo Corporation 2012 Annual Report on Form 10-K
|
PAGE 57
|
|
|
|
Fair Value Measurements Using
|
||||||||||||||||||||||||||||
|
Total
|
|
Quoted Price in
Active Markets for Identical Assets (Level I) |
|
Significant Other
Observable Inputs (Level II) |
|
Significant Unobservable Inputs
(Level III) |
||||||||||||||||||||||||
Description
|
2012
|
|
2011
|
|
2012
|
|
2011
|
|
2012
|
|
2011
|
|
2012
|
|
2011
|
||||||||||||||||
Cash and money market funds
|
$
|
5,591
|
|
|
$
|
1,735
|
|
|
$
|
5,591
|
|
|
$
|
1,735
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Equity Funds
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
U.S. Equity Securities
|
111,605
|
|
|
100,028
|
|
|
—
|
|
|
—
|
|
|
111,605
|
|
|
100,028
|
|
|
—
|
|
|
—
|
|
||||||||
International Equity Securities
|
61,347
|
|
|
44,737
|
|
|
11,226
|
|
|
—
|
|
|
50,121
|
|
|
44,737
|
|
|
—
|
|
|
—
|
|
||||||||
Fixed Income Funds
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Domestic Corporate and Government Debt Securities
|
98,794
|
|
|
82,899
|
|
|
—
|
|
|
—
|
|
|
98,794
|
|
|
82,899
|
|
|
—
|
|
|
—
|
|
||||||||
Domestic Corporate Debt Securities
|
31,623
|
|
|
35,379
|
|
|
—
|
|
|
—
|
|
|
31,623
|
|
|
35,379
|
|
|
—
|
|
|
—
|
|
||||||||
International Corporate and Government Debt Securities
|
9,614
|
|
|
10,127
|
|
|
—
|
|
|
—
|
|
|
9,614
|
|
|
10,127
|
|
|
—
|
|
|
—
|
|
||||||||
Total
|
$
|
318,574
|
|
|
$
|
274,905
|
|
|
$
|
16,817
|
|
|
$
|
1,735
|
|
|
$
|
301,757
|
|
|
$
|
273,170
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Payment year
|
Expected Benefit
Payments |
||
2013
|
$
|
20,626
|
|
2014
|
21,051
|
|
|
2015
|
21,475
|
|
|
2016
|
21,906
|
|
|
2017
|
22,307
|
|
|
2018 – 2022
|
120,623
|
|
PAGE 58
|
A. H. Belo Corporation 2012 Annual Report on Form 10-K
|
|
2012
|
|
2011
|
||||||||||||||||||||
|
Total
|
|
Defined benefit pension plans
|
|
Other post-employment benefit plans
|
|
Total
|
|
Defined benefit pension plans
|
|
Other post-employment benefit plans
|
||||||||||||
Balance beginning of period
|
$
|
(63,069
|
)
|
|
$
|
(65,019
|
)
|
|
$
|
1,950
|
|
|
$
|
2,569
|
|
|
$
|
—
|
|
|
$
|
2,569
|
|
Amortization
|
32
|
|
|
700
|
|
|
(668
|
)
|
|
(649
|
)
|
|
—
|
|
|
(649
|
)
|
||||||
Actuarial gains (losses)
|
(10,495
|
)
|
|
(10,613
|
)
|
|
118
|
|
|
(64,989
|
)
|
|
(65,019
|
)
|
|
30
|
|
||||||
Balance end of period
|
$
|
(73,532
|
)
|
|
$
|
(74,932
|
)
|
|
$
|
1,400
|
|
|
$
|
(63,069
|
)
|
|
$
|
(65,019
|
)
|
|
$
|
1,950
|
|
A. H. Belo Corporation 2012 Annual Report on Form 10-K
|
PAGE 59
|
|
2012
|
|
2011
|
|
2010
|
|
||||||
Earnings (numerator)
|
|
|
|
|
|
|
||||||
Net income (loss) attributable to A. H. Belo Corporation
|
$
|
526
|
|
|
$
|
(10,933
|
)
|
|
$
|
(124,235
|
)
|
|
Less income to participating securities
|
390
|
|
|
—
|
|
|
—
|
|
|
|||
Net income (loss) available to common shareholders
|
136
|
|
|
(10,933
|
)
|
|
(124,235
|
)
|
|
|||
|
|
|
|
|
|
|
||||||
Shares (denominator)
|
|
|
|
|
|
|
||||||
Weighted average common shares outstanding (basic)
|
21,947,981
|
|
|
21,495,814
|
|
|
20,992,424
|
|
|
|||
Effect of dilutive securities
|
117,875
|
|
|
—
|
|
(a)
|
—
|
|
(a)
|
|||
Adjusted weighted average shares outstanding (diluted)
|
22,065,856
|
|
|
21,495,814
|
|
|
20,992,424
|
|
|
|||
|
|
|
|
|
|
|
||||||
Earnings per share
|
|
|
|
|
|
|
||||||
Basic
|
$
|
0.01
|
|
|
$
|
(0.51
|
)
|
|
$
|
(5.92
|
)
|
|
Diluted
|
$
|
0.01
|
|
|
$
|
(0.51
|
)
|
|
$
|
(5.92
|
)
|
|
(a)
|
Due to the net loss available to common shareholders in 2011 and 2010, adding dilutive securities to the denominator would result in anti-dilution and therefore these securities were not included in the calculation.
|
|
Total
|
|
2013
|
|
2014
|
|
2015
|
|
2016
|
|
2017
|
|
Thereafter
|
||||||||||||||
Operating lease commitments
|
$
|
6,685
|
|
|
$
|
2,486
|
|
|
$
|
2,024
|
|
|
$
|
1,094
|
|
|
$
|
549
|
|
|
$
|
437
|
|
|
$
|
95
|
|
Capital commitments
|
1,380
|
|
|
1,380
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Total commitments
|
$
|
8,065
|
|
|
$
|
3,866
|
|
|
$
|
2,024
|
|
|
$
|
1,094
|
|
|
$
|
549
|
|
|
$
|
437
|
|
|
$
|
95
|
|
PAGE 60
|
A. H. Belo Corporation 2012 Annual Report on Form 10-K
|
A. H. Belo Corporation 2012 Annual Report on Form 10-K
|
PAGE 61
|
|
1st Quarter
|
|
2nd Quarter
|
|
3rd Quarter
|
|
4th Quarter
|
||||||||||||||||||||||||
|
2012
|
|
2011
|
|
2012
|
|
2011
|
|
2012
|
|
2011
|
|
2012
|
|
2011
|
||||||||||||||||
Net Operating Revenues
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Advertising and marketing services
|
$
|
60,077
|
|
|
$
|
67,936
|
|
|
$
|
64,173
|
|
|
$
|
69,869
|
|
|
$
|
62,123
|
|
|
$
|
65,229
|
|
|
$
|
71,850
|
|
|
$
|
79,587
|
|
Circulation
|
34,655
|
|
|
35,052
|
|
|
33,757
|
|
|
34,899
|
|
|
34,243
|
|
|
34,749
|
|
|
33,851
|
|
|
35,192
|
|
||||||||
Printing and distribution
|
10,102
|
|
|
9,187
|
|
|
11,213
|
|
|
9,718
|
|
|
12,515
|
|
|
10,012
|
|
|
11,487
|
|
|
10,073
|
|
||||||||
Total net operating revenues
|
104,834
|
|
|
112,175
|
|
|
109,143
|
|
|
114,486
|
|
|
108,881
|
|
|
109,990
|
|
|
117,188
|
|
|
124,852
|
|
||||||||
Operating Costs and Expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Salaries, wages and employee benefits
|
46,005
|
|
|
50,495
|
|
|
42,623
|
|
|
48,099
|
|
|
43,364
|
|
|
44,958
|
|
|
45,078
|
|
|
44,186
|
|
||||||||
Other production, distribution and operating costs
|
40,696
|
|
|
45,652
|
|
|
41,525
|
|
|
43,228
|
|
|
40,614
|
|
|
41,996
|
|
|
44,297
|
|
|
44,066
|
|
||||||||
Newsprint, ink and other supplies
|
13,972
|
|
|
14,502
|
|
|
15,371
|
|
|
15,071
|
|
|
15,899
|
|
|
14,618
|
|
|
16,073
|
|
|
15,890
|
|
||||||||
Depreciation
|
7,113
|
|
|
7,583
|
|
|
8,348
|
|
|
8,256
|
|
|
6,219
|
|
|
7,386
|
|
|
5,798
|
|
|
7,202
|
|
||||||||
Amortization
|
1,310
|
|
|
1,310
|
|
|
1,310
|
|
|
1,310
|
|
|
1,309
|
|
|
1,310
|
|
|
1,310
|
|
|
1,309
|
|
||||||||
Asset impairments
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,444
|
|
|
6,500
|
|
||||||||
Pension plan withdrawal
|
—
|
|
|
—
|
|
|
—
|
|
|
1,988
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Total operating costs and expenses
|
109,096
|
|
|
119,542
|
|
|
109,177
|
|
|
117,952
|
|
|
107,405
|
|
|
110,268
|
|
|
115,000
|
|
|
119,153
|
|
||||||||
Net income (loss) from operations
|
(4,262
|
)
|
|
(7,367
|
)
|
|
(34
|
)
|
|
(3,466
|
)
|
|
1,476
|
|
|
(278
|
)
|
|
2,188
|
|
|
5,699
|
|
||||||||
Other Income (Expense), Net
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Other income (expense), net
|
907
|
|
|
1,267
|
|
|
921
|
|
|
446
|
|
|
594
|
|
|
764
|
|
|
991
|
|
|
(2,318
|
)
|
||||||||
Interest expense
|
(136
|
)
|
|
(207
|
)
|
|
(242
|
)
|
|
(172
|
)
|
|
(128
|
)
|
|
(132
|
)
|
|
(124
|
)
|
|
(158
|
)
|
||||||||
Total other income (expense), net
|
771
|
|
|
1,060
|
|
|
679
|
|
|
274
|
|
|
466
|
|
|
632
|
|
|
867
|
|
|
(2,476
|
)
|
||||||||
Income (Loss) Before Income Taxes
|
(3,491
|
)
|
|
(6,307
|
)
|
|
645
|
|
|
(3,192
|
)
|
|
1,942
|
|
|
354
|
|
|
3,055
|
|
|
3,223
|
|
||||||||
Income tax expense
|
402
|
|
|
420
|
|
|
383
|
|
|
3,630
|
|
|
501
|
|
|
489
|
|
|
446
|
|
|
472
|
|
||||||||
Net Income (Loss)
|
(3,893
|
)
|
|
(6,727
|
)
|
|
262
|
|
|
(6,822
|
)
|
|
1,441
|
|
|
(135
|
)
|
|
2,609
|
|
|
2,751
|
|
||||||||
Net loss attributable to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(42
|
)
|
|
—
|
|
|
(65
|
)
|
|
—
|
|
||||||||
Net Income (Loss) Attributable to A. H. Belo Corporation
|
$
|
(3,893
|
)
|
|
$
|
(6,727
|
)
|
|
$
|
262
|
|
|
$
|
(6,822
|
)
|
|
$
|
1,483
|
|
|
$
|
(135
|
)
|
|
$
|
2,674
|
|
|
$
|
2,751
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Net income (loss) per share
(a)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Basic
|
$
|
(0.18
|
)
|
|
$
|
(0.31
|
)
|
|
$
|
0.01
|
|
|
$
|
(0.32
|
)
|
|
$
|
0.07
|
|
|
$
|
(0.01
|
)
|
|
$
|
0.11
|
|
|
$
|
0.12
|
|
Diluted
|
$
|
(0.18
|
)
|
|
$
|
(0.31
|
)
|
|
$
|
0.01
|
|
|
$
|
(0.32
|
)
|
|
$
|
0.06
|
|
|
$
|
(0.01
|
)
|
|
$
|
0.11
|
|
|
$
|
0.12
|
|
(a)
|
Per share amounts are computed independently for each of the quarters presented. The sum of the quarters may not equal the total year amount due to the impact of changes in average quarterly shares outstanding.
|
PAGE 62
|
A. H. Belo Corporation 2012 Annual Report on Form 10-K
|
1 Year A H Belo Chart |
1 Month A H Belo Chart |
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