ITEM 1. BUSINESS
The Company is a diversified media company operating principally in four segments: newspapers, broadcast television, cable television, and entertainment.
In March 1995 the Company announced plans to evaluate strategic options for its cable television division and engaged Merrill Lynch & Company to assist with the process. The Company intends to develop a long-term strategy which could include seeking joint ventures with other cable operators, selling some or all of the Company's current systems, or acquiring additional systems.
A summary of segment information for the three years ended December 31, 1994 is set forth on page of this Form 10-K.
Newspapers
General - The Company publishes 19 metropolitan and suburban daily newspapers. From its Washington bureau the Company operates the Scripps Howard News Service ("SHNS"), a supplemental wire service covering stories in the capital, other parts of the United States, and abroad. While the revenue for this service is not significant, management believes the Company's image is enhanced by the wide distribution of SHNS.
The Company acquired or divested the following newspaper operations in the five years ended December 31, 1994:
1993 - The Company acquired the remaining 2.7% minority interest in the Knoxville News-Sentinel. The Company divested its newspapers in Tulare, California, and San Juan, Puerto Rico.
1992 - The Company purchased three daily newspapers in California (including The Monterey County Herald in connection with the sale of The Pittsburgh Press). The Company sold The Pittsburgh Press.
Revenues - The composition of the Company's newspaper operating revenues for the most recent five years is as follows:
The Company's newspaper operating revenues are derived primarily from advertising and circulation. Advertising rates and revenues vary among the Company's newspapers depending on circulation, type of advertising, local market conditions, and competition. Advertising revenues are derived from run-of-paper ("ROP") advertisements included with news stories in the body of the newspaper and from preprinted advertisements that are generally produced by advertisers and inserted into the newspaper.
ROP is further broken down among "local," "classified," and "national" advertising. Local refers to advertising that is not in the classified advertising section and is purchased by in-market advertisers. Classified refers to advertising in the section of the newspaper that is grouped by type of advertising, e.g., automotive and help wanted. National refers to advertising purchased by businesses that operate beyond the local market and purchase advertising from many newspapers, primarily through advertising agencies. ROP advertisements are generally more profitable to the Company than preprinted advertisements.
Advertising revenues vary through the year, with the first and third quarters generally having lower revenues than the second and fourth quarters. Advertising rates and volume are highest on Sundays, primarily because circulation and readership is greatest on Sundays.
Circulation revenues are derived from home delivery sales of newspapers to subscribers and from single-copy sales made through retail outlets and vending machines. Circulation information for the Company's newspapers is as follows:
Joint operating agency distributions represent the Company's share of profits of newspapers managed by the other party to a joint operating agency (see "Joint Operating Agencies"). Other newspaper operating revenues include commercial printing.
Joint Operating Agencies - The Company is currently a party to newspaper joint operating agencies ("JOAs") in five markets. A JOA combines all but the editorial operations of two competing newspapers in a market in order to reduce aggregate expenses and take advantage of economies of scale, thereby allowing the continuing operation of both newspapers in that market. The Newspaper Preservation Act of 1970 ("NPA") provides a limited exemption from anti-trust laws, generally permitting the continuance of JOAs in existence prior to the enactment of the NPA and the formation, under certain circumstances, of new JOAs between newspapers. Except for the Company's JOA in Cincinnati, all of the Company's JOAs were entered into prior to the enactment of the NPA. From time to time the legality of pre-NPA JOAs has been challenged on anti-trust grounds but no such challenge has yet succeeded in the courts.
JOA revenues less JOA expenses, as defined in each JOA, equals JOA profits, which are split between the parties to the JOA. In each case JOA expenses exclude editorial expenses. The Company manages the JOA in Evansville and receives approximately 80% of JOA profits. Each of the other four JOAs are managed by the other party to the JOA. The Company receives approximately 20% to 40% of JOA profits for those JOAs.
The table below provides certain information about the Company's JOAs.
Publisher of Year JOA Year of JOA Newspaper Other Newspaper Entered Into Expiration Managed by the Company: The Evansville Courier Hartmann Publications 1938 1998 Managed by Other Publisher: The Albuquerque Tribune Journal Publishing Company 1933 2022 Birmingham Post-Herald Newhouse Newspapers 1950 2015 The Cincinnati Post Gannett Newspapers 1977 2007 El Paso Herald Post Gannett Newspapers 1936 2015
The JOAs generally provide for automatic renewal terms of ten years unless an advance notice of termination ranging from two to five years is given by either party. The Company has notified Hartmann Publications of its intent to terminate the Evansville JOA.
Competition - The Company's newspapers compete for advertising revenues primarily with other local media, including other local newspapers, television and radio stations, and direct mail. Competition for advertising revenues is based upon audience size and demographics, price, and effectiveness. Newspapers compete with all other information and entertainment media for consumers' discretionary time.
All of the Company's newspaper markets are highly competitive, particularly Denver, the largest market in which the Company publishes a newspaper.
Newspaper Production - The Company's daily newspapers are printed using offset or flexographic presses and use computer systems for writing, editing, and composing and producing the advertising and news material printed in each edition.
Raw Materials and Labor Costs - The Company consumed approximately 202,000 metric tons of newsprint in 1994. The Company purchases newsprint from various suppliers, many of which are Canadian. Management believes that the Company's sources of supply of newsprint are adequate for its anticipated needs. Newsprint costs accounted for approximately 20% of the Company's newspaper operating expenses in 1994.
Labor costs accounted for approximately 46% of the Company's newspaper operating expenses in 1994. A substantial number of the Company's newspaper employees are represented by labor unions. See "Employees."
Broadcast Television
General - On September 15, 1994 the Company acquired the remaining 13.9% minority interest in Scripps Howard Broadcasting Company ("SHB") in exchange for 4,952,659 shares of Class A Common stock. SHB owns the Company's television stations and its cable television systems in Sacramento, California; Lake County, Florida; and Longmont, Colorado.
The Company's television operations consist of nine network-affiliated television stations. The Company acquired or divested the following broadcast operations in the five years ended December 31, 1994:
1993 - The Company sold its radio stations and its Memphis television station.
1991 - The Company purchased Baltimore television station WMAR.
Revenues - The composition of the Company's broadcasting operating revenues for the most recent five years is as follows:
The Company's television operating revenues are derived primarily from the sale of time to businesses for commercial messages that appear during entertainment and news programming. Local advertising refers to time purchased by local businesses; national refers to regional and national businesses; political refers to campaigns for elective office.
The first and third quarters of each year generally have lower advertising revenues than the second and fourth quarters, due in part to higher retail advertising during the holiday seasons and political advertising in election years. Advertising rates are based primarily upon the size and demographics of the audience for each program.
Information concerning the Company's stations and the markets in which they operate is as follows:
Competition - The Company's television stations compete for advertising revenues primarily with other local media, including other television stations, radio stations, newspapers, and direct mail. Competition for advertising revenues is based upon audience size and demographics, price, and effectiveness. Television stations compete for consumers' discretionary time with all other information and entertainment media. Continuing technological advances will improve the capability of alternative service providers such as traditional cable, "wireless" cable, and direct broadcast satellite television to offer video services in competition with terrestrial broadcasting. The degree of competition from such service providers and from local telephone companies which are pursuing efforts to enter this market is expected to increase. The Company intends to undertake upgrades in its services as may be permitted by the FCC to maintain its competitive posture, and such facility upgrades may require large capital investments. Technological advances in interactive media services will increase these competitive pressures.
Network Affiliation and Programming - The Company's television stations are affiliated with national television networks. In 1994 the Company entered into 10-year affiliation agreements with the ABC television network in five of the Company's television markets. The agreements with ABC extended existing affiliation agreements in the Detroit and Cleveland markets, and replaced the NBC affiliation in Baltimore and Fox affiliations in Phoenix and Tampa. The Company also reached agreement to affiliate its Kansas City television station with NBC and to extend the terms of its NBC affiliations in Tulsa and West Palm Beach.
The networks offer a variety of programs to affiliated stations, which have the right of first refusal before such programming may be offered to other television stations in the same market. Networks compensate affiliated stations for carrying network programming.
In addition to network programs, the Company's television stations broadcast locally produced programs, syndicated programs, sports events, movies, and public service programs. News is the focus of the Company's locally produced programming. Advertising during local news programs accounts for more than 30% of a station's revenues. The Company has significantly expanded its schedules of local news programming in the Kansas City, Phoenix, and Tampa markets.
Federal Regulation of Broadcasting - Television broadcasting is subject to the jurisdiction of the Federal Communications Commission ("FCC") pursuant to the Communications Act of 1934, as amended ("Communications Act"). The Communications Act prohibits the operation of television broadcasting stations except in accordance with a license issued by the FCC and empowers the FCC to revoke, modify, and renew broadcasting licenses, approve the transfer of control of any corporation holding such licenses, determine the location of stations, regulate the equipment used by stations, and adopt and enforce necessary regulations.
Television broadcast licenses are granted for a maximum of five years, and are renewable upon application. Application for renewal of the license for the Company's Phoenix station was filed in 1993 and is still pending. A petition to deny this renewal application, raising Equal Employment Opportunity issues, has been filed by the League of United Latin American Citizens ("LULAC") and is still pending. A petition for revocation of the licenses of the Company's Phoenix, Detroit and Cleveland stations has been filed by Media America Corporation, licensee of television station KTVK (TV), Phoenix, Arizona. This petition, which is related to multi-year affiliation agreements between the Company and the ABC Television Network, is still pending. While there can be no assurance regarding the outcome of these petitions, the Company has never had a license revoked, has never been denied a renewal, and all previous renewals have been for the maximum term. The Company's application for renewal of the FCC license for its Baltimore station has been challenged by a competing applicant. The FCC is required to hold a hearing to assess which applicant's proposal would better serve the public interest. That hearing is proceeding on qualifications issues added by the presiding judge against both applicants, but the FCC has "frozen" its consideration of the comparative issues in light of an appeals court decision invalidating one of the principal criteria the FCC had used in assessing new applicants' qualifications. Revising the process so as to permit continuation of the comparative hearing may take an extended period of time, but the Company will continue to operate the station while the renewal of its license application is pending. Management believes that granting of the Company's renewal would best serve the public interest and thus expects the renewal application to be granted.
FCC regulations govern the multiple ownership of television stations and other media. Under the multiple ownership rule, a license for a television station will generally not be granted or renewed if (i) the applicant already owns, operates, or controls a television station serving substantially the same area, or (ii) the grant of the license would result in the applicant's owning, operating, or controlling, or having an interest in, more than twelve television stations or in television stations whose total national audience reach exceeds 25% of all television households. FCC rules also generally prohibit "cross-ownership" of a television station and daily newspaper or cable television system in the same service area. The Company's television station and daily newspaper in Cincinnati were owned by the Company at the time the cross-ownership rules were enacted and enjoy "grandfathered" status. These properties would become subject to the cross-ownership rules upon their sale. The FCC is actively considering some relaxation of these ownership restrictions.
Under the Cable Television Consumer Protection and Competition Act of 1992 ("1992 Act"), each television broadcast station gained "must-carry" rights on any cable system defined as "local" with respect to that station. Stations may waive their must-carry rights and instead negotiate retransmission consent agreements with local cable companies. The Company's stations have generally elected to negotiate retransmission consent agreements with cable companies.
Management believes the Company is in substantial compliance with all applicable regulatory requirements.
Cable Television
General - The Company operates cable television systems in Florida, California, Colorado, Georgia, Indiana, Kentucky, South Carolina, Tennessee, Virginia, and West Virginia. In the five years ended December 31, 1994 the Company purchased several cable television systems adjacent to existing service areas.
Revenues - The composition of the Company's cable television operating revenues for the most recent five years is as follows:
The Company's cable television operating revenues are derived primarily from services provided to subscribers of the Company's systems. Subscriber information as of December 31 for the Company's cable television systems is as follows:
The Company's cable television systems carry a wide variety of entertainment and information services. Basic cable generally consists of video programming broadcast by local television stations, locally produced programming, and distant broadcast television signals. Advertiser- supported video programming such as ESPN and CNN and other entertainment and information services are included in various "enhanced basic" service packages. Premium programming consists of non-advertiser-supported entertainment services such as Home Box Office and Showtime. Certain of the Company's systems are equipped with addressable decoding converters which enable the Company to offer interactive services, such as pay-per- view programming, and to change customer services without visiting the customer's home.
Competition - Competition occurs primarily in local markets. The Company's cable television systems compete for subscribers with other cable television systems in certain of its franchise areas. All of the Company's cable television systems compete for subscribers with other methods of delivering entertainment and information programming to the subscriber's home, such as broadcast television, multi-point distribution systems, master and satellite antenna systems, television receive-only satellite dishes, and home systems such as video cassette and laser disc players. Competition will increase as new technologies such as more advanced "wireless cable systems" and broadcast satellite delivery services improve and gain consumer acceptance. "Video dial tone" services, a regulatory plan whereby the local telephone company leases video distribution lines to programmers on a common carrier basis, has been drastically altered by recent court rulings that hold unconstitutional the statutory ban on a telephone company's offering of video services directly to customers in its telephone service area. While the regulatory scheme for telephone company offerings of video services remains uncertain, telephone companies are beginning to offer FCC-approved trials of such services. One such trial is being pursued by Bell South in a segment of the Company's Atlanta, Georgia cluster. Most observers believe that the telephone companies will be formidable competitors in offering video services and that their entry into the video market will hasten consumer demand for interactive telecommunications capabilities through any system providing video services. State regulations, however, in many cases restrict a cable operator's ability to offer competing interactive telecommunications services. (See "Legislation.") Relatedly, many observers believe that competition from the telephone companies in the video marketplace will impose on cable operators the need to serve a sufficiently large number of subscribers in contiguous regions so as to permit the cable operator to compete in the offering of interactive telecommunications services. Some restructuring of the cable industry now appears to be underway in anticipation of these changes.
Programming - The Company purchases programming from a variety of suppliers, the charge for which is generally based upon the number of subscribers receiving the service. Programming expenses as a percentage of basic and premium programming service revenues have risen in recent years, primarily due to reductions in basic revenue per subscriber as a result of re-regulation (see "Regulation and Legislation"), additional and improved services provided to basic subscribers, and to discounts offered to subscribers receiving multiple premium channels.
Under the Copyright Act of 1976 cable television system operators are granted compulsory licenses permitting the carriage of the copyrighted works of local and distant broadcast signals for a statutory fee. The Copyright Royalty Tribunal is empowered to review and adjust such fees. FCC rules on syndicated exclusivity provide that if a local broadcast licensee has purchased the exclusive local distribution rights for a particular syndicated program, such licensee is generally entitled to insist that a local cable television system operator delete that program from any distant television signal carried by the cable television system.
Regulation and Legislation - Cable television systems are regulated by federal, local, and in some instances, state authorities. Certain powers of regulatory agencies and officials, as well as various rights and obligations of cable television operators, are specified under the Cable Communications Policy Act of 1984 ("1984 Act") and the 1992 Act.
Pursuant to the 1984 Act, local franchising authorities are given the right to award and renew one or more franchises for the community over which they have jurisdiction, the fees for which are prohibited from exceeding 5% of a cable television system's gross annual revenues.
The 1992 Act, among other things: (i) reimposed rate regulations on most cable television systems; (ii) reimposed "must carry" rules with respect to local broadcast television signals (see "Federal Regulation of Broadcasting"); (iii) granted all broadcasters the option to refuse carriage of their signals; (iv) required that vertically integrated cable television companies not unreasonably refuse to deal with any multichannel programming distributor or discriminate in the price, terms, and conditions of carriage of programming between cable television operators and other multichannel programming distributors if the effect would be to impede retail competition; and (v) established cross-ownership rules with respect to cable television systems and direct broadcast satellite systems, multi- channel multipoint distribution systems, and satellite master antenna systems.
In April 1993 the FCC issued rules that established allowable rates for cable television services (other than programming offered on a per-channel or per-program basis) and for cable equipment based on benchmarks established by the FCC. The rules and subsequent revisions require rates for equipment to be cost-based, and require reasonable rates for regulated cable television services based upon, at the election of the cable television system operator, application of the benchmarks established by the FCC or a cost-of-service showing based upon standards established by the FCC.
It is generally agreed that there is a need for a substantial revision of the statutes governing telecommunications, and the relationship between cable television and telephone services is a substantial part of the on- going legislative effort to accomplish that goal. While legislation is by no means assured, changes could bring some relief to cable operators from the 1992 rate regulation requirements as well as provide a frame work for telephone company competition in the delivery of video services.
Management believes the Company is in substantial compliance with all applicable regulatory requirements.
Entertainment
General - The Company's Entertainment segment includes United Media licensing and syndication, Scripps Howard Productions ("SHP"), Home & Garden Television ("HGTV"), Cinetel Productions ("Cintetel"), one of the largest independent producers of cable television programming, and the Company's equity interest in The Television Food Network and SportSouth, both cable television networks. Cinetel was acquired March 31, 1994.
Revenues - The composition of the Company's entertainment revenues for the most recent five years is as follows:
The Company, under the trade name United Media, is a leading distributor of news columns, comics, and other features for the newspaper industry. Included among these features is "Peanuts", one of the most successful strips in the history of comic art. United Media sold its worldwide "Garfield" and "US Acres" copyrights in 1994.
United Media owns and licenses worldwide copyrights relating to "Peanuts" and other character properties for use on numerous products, including plush toys, greeting cards, and apparel, for promotional purposes, and for exhibit on television, video cassettes, and other media. Merchandise, literary, and exhibition licensing revenues are generally a negotiated percentage of the licensee's sales. The Company generally receives a fixed fee for the use of its copyrights for promotional and advertising purposes. More than half of the licensing revenues are from markets outside the United States. The Company generally pays a percentage of gross syndication and licensing royalties to the creators of these properties.
The Company launched HGTV on December 30,1994. The cable television network features 24 hours of daily programming focusing on home repair and remodeling, gardening, decorating, and home electronics. While most of the programming is transmitted by HGTV, affiliated local television stations throughout the United States may insert local programming and advertisements in certain time periods. The subscriber base has been established through a collaboration of local television stations (one per market) and cable television systems. Several of the largest cable television system operators have entered into agreements to carry the new network in exchange for permission to carry the signals of local television stations affiliated with HGTV. The Company's cable television systems carry HGTV and all of the Company's television stations are members of the affiliate group.
The Company expects to invest an additional $40,000,000 in HGTV over the next three years, including capital expenditures and pre-tax operating losses.
HGTV revenues are derived from the sale of advertising time and from fees received from cable television and other system operators licensed to carry the network. Such license fees are generally based on the number of subscribers receiving HGTV.
HGTV programming is transmitted via satellite to cable television systems. The HGTV audience includes satellite dish owners, who can view HGTV programming without paying a fee.
The Company established SHP to acquire, create, develop, produce, and own programming product for domestic and international television, including prime-time series for network and first-run syndication, movies, and miniseries for network, cable, and pay cable television broadcast, along with news, information, and entertainment services for the emerging multimedia marketplace. Cinetel produces programs for cable television, such as Club Dance at the Whitehorse Cafe and Shadetree Mechanic.
The Company's film and television program production revenues are derived from the licensing of programming to broadcast and cable television networks, the fee for which is negotiated with the network. License fees are recognized as revenue when the program is available for broadcast. The success of the Company's programs is dependent upon public taste, which is unpredictable and subject to change without warning. Consequently, operating revenues are subject to substantial fluctuations.
Programs are developed and produced internally and in collaboration with a number of independent writers, producers and creative teams under production arrangements. SHP generally licenses a program prior to commencing production. The initial license fee generally covers the cost of production. SHP retains the distribution rights for foreign, syndicated television, cable television, and home video markets.
Competition - The Company's syndication operations compete for a limited amount of newspaper space with other distributors of news columns, comics, and other features. Competition is primarily based on price and popularity of the features. Popularity of licensed characters is a primary factor in obtaining and renewing merchandise and promotional licenses.
The Company's program and production operations compete with all forms of entertainment. In addition to competing for market share with other entertainment companies, the Company competes to obtain creative talents, story properties, advertiser support and broadcast rights. A significant number of other companies produce and/or distribute programs and provide programming to cable television and other system operators. Competition is primarily based on price, quality of the programming, and public taste.
Employees
As of December 31, 1994 the Company had approximately 7,700 full-time employees, of whom approximately 4,800 were engaged in newspapers, 1,500 in broadcasting, 1,200 in cable television, and 200 in entertainment. Various labor unions represent approximately 2,500 employees, primarily in newspapers. Collective bargaining agreements covering approximately 29% of union-represented employees are being negotiated currently or will be negotiated in 1995. Except for work stoppages at The Pittsburgh Press, which was sold in 1992, the Company has not experienced any work stoppages since March 1985. The Company considers its relationship with employees to be generally satisfactory.
ITEM 2.
ITEM 2. PROPERTIES
The properties used in the Company's newspaper operations generally include business and editorial offices and printing plants. The Company has added or upgraded production facilities at three of its major daily newspapers in recent years, including a state-of-the-art production plant for the Denver Rocky Mountain News.
The Company's television operations require offices and studios and other real property for towers upon which broadcasting transmitters and antenna equipment are located. Increased capital expenditures in 1994 and 1995 are associated with more local news programming, primarily, in Kansas City, Phoenix, and Tampa. Ongoing advances in the technology for delivering video signals to the home, such as "high definition television," may, in the future, require a high level of capital expenditures in order to maintain competitive position.
The properties required to support the Company's cable television operations generally include offices and other real property for towers, antennas, and satellite earth stations. In recent years the Company has completed rebuilding several of its cable television distribution systems. Ongoing advances in the technology for delivering video signals to the home and emergence of the multimedia marketplace could require a high level of expenditures to further upgrade the Company's cable television distribution systems.
The Company's entertainment operations require offices and studios and other real and personal property to deliver programming product. The Company is currently expanding the 60,000 square foot Cinetel production facility by approximately one-third to accommodate HGTV.
Management believes the Company's present facilities are generally well- maintained and are sufficient to serve its present needs.
ITEM 3.
ITEM 3. LEGAL PROCEEDINGS
In September 1991 Four Jacks Broadcasting, Inc., a company whose principals own and operate an existing Baltimore television station, submitted to the FCC an application for a construction permit to build and operate a new television station on channel 2 in Baltimore. This application is mutually exclusive with the Company's application for renewal of its license for its Baltimore television station. See Item 1 "Business - Broadcast Television - Federal Regulation of Broadcasting."
In 1994 the Company accrued an estimate of the ultimate costs of certain lawsuits associated with divested operations. See Note 3 to the Consolidated Financial Statements. The Company is also involved in other litigation arising in the ordinary course of business, such as defamation actions. In addition, the Company is involved from time to time in various governmental and administrative proceedings relating to, among other things, renewal of broadcast licenses, none of which is expected to result in material loss.
ITEM 4.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
There were no matters submitted to a vote of security holders for the quarter ended December 31, 1994.
PART II
ITEM 5.
ITEM 5. MARKET FOR REGISTRANT'S COMMON STOCK AND RELATED STOCKHOLDER MATTERS
Shares of the Company's Class A Common stock are traded on the New York Stock Exchange under the symbol "SSP." There are approximately 4,500 owners of the Company's Class A Common stock and 27 owners of the Company's Common Voting stock, which does not have a public market, based on security position listings.
The Company has declared cash dividends in every year since its incorporation in 1922. Future dividends are subject to the Company's earnings, financial condition, and capital requirements.
The range of market prices of the Company's Class A Common stock, which represents the high and low sales prices for each full quarterly period, and quarterly cash dividends are as follows:
ITEM 6.
ITEM 6. SELECTED FINANCIAL DATA
The information required by this item is filed as part of this Form 10-K. See Index to Consolidated Financial Statement Information at page of this Form 10-K.
ITEM 7.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The information required by this item is filed as part of this Form 10-K. See Index to Consolidated Financial Statement Information at page of this Form 10-K.
ITEM 8.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The information required by this item is filed as part of this Form 10-K. See Index to Consolidated Financial Statement Information at page of this Form 10-K.
ITEM 9.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURES
Not applicable.
PART III
ITEM 10.
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The executive officers of the Company are as follows:
Name Age Position Lawrence A. Leser 59 Chairman of the Board of Directors (since August 1994); Chief Executive Officer (since 1985); Director (since 1977); President (1985 to August 1994)
William R. Burleigh 59 President (since August 1994); Chief Operating Officer (since May 1994); Director (since 1990); Executive Vice President (1990 to August 1994); Vice President, Newspapers (1986 to 1990)
Daniel J. Castellini 55 Senior Vice President/Finance and Administration (since 1986)
F. Steven Crawford 46 Senior Vice President/Cable (since September 1992); Vice President, Cable Television (1990 to September 1992); General Manager, TeleScripps Cable Company (1983 to 1990)
Frank Gardner 52 Senior Vice President/Broadcasting (since April 1993); Senior Vice President, News Programming, Fox Broadcasting Company (1991 to 1993); Vice President and General Manager, WCPO Television, Cincinnati (1989 to 1991)
Alan M. Horton 51 Senior Vice President, Newspapers (since May 1994); Vice President/Operations, Newspapers (1991 to May 1994); Editor, Naples Daily News (1987 to 1991)
Craig C. Standen 52 Senior Vice President/Corporate Development (since August 1994); Vice President/Marketing-Advertising, Newspapers (1990 to August 1994)
J. Robert Routt 41 Vice President and Controller (since 1985)
E. John Wolfzorn 49 Treasurer (since 1979)
M. Denise Kuprionis 38 Corporate Secretary (since 1987)
Greg Ebel 39 Vice President/Human Resources (since 1994); Senior Vice President, PNC Bank Ohio (1990 to 1994)
The executive officers of the Company serve at the pleasure of the Board of Directors.
The information required by Item 10 of Form 10-K relating to directors of the Company is incorporated herein by reference to the material captioned "Election of Directors" in the Company's definitive proxy statement for the Annual Meeting of Stockholders ("Proxy Statement"). The Proxy Statement will be filed with the Securities and Exchange Commission on or before April 30, 1995.
ITEM 11.
ITEM 11. EXECUTIVE COMPENSATION
The information required by Item 11 of Form 10-K is incorporated herein by reference to the material captioned "Executive Compensation" in the Proxy Statement.
ITEM 12.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The information required by Item 12 of Form 10-K is incorporated herein by reference to the material captioned "Security Ownership of Certain Beneficial Owners and Management" in the Proxy Statement.
ITEM 13.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The information required by Item 13 of Form 10-K is incorporated herein by reference to the material captioned "Certain Transactions" in the Proxy Statement.
PART IV
ITEM 14.
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
Financial Statements and Supplemental Schedules
(a) The consolidated financial statements of the Company are filed as part of this Form 10-K. See Index to Consolidated Financial Statement Information at page.
The report of Deloitte & Touche LLP, Independent Auditors, dated January 23, 1995 is filed as part of this Form 10-K. See Index to Consolidated Financial Statement Information at page.
(b) The consolidated supplemental schedules of the Company are filed as part of this Form 10-K. See Index to Consolidated Financial Statement Schedules at page S-1.
Exhibits
The information required by this item appears at page E-1 of this Form 10-K.
Reports on Form 8-K
No reports on Form 8-K were filed in the fourth quarter of 1994.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities and Exchange Act of 1934 the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereby duly authorized, on March 29, 1995.
THE E.W. SCRIPPS COMPANY
By /s/ Lawrence A. Leser Lawrence A. Leser Chairman of the Board and Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant in the capacities indicated, on March 29, 1995.
Signature Title
/s/ Lawrence A. Leser Chairman of the Board and Chief Executive Lawrence A. Leser Officer (Principal Executive Officer)
/s/ Daniel J. Castellini Senior Vice President/Finance and Administration Daniel J. Castellini (Principal Financial and Accounting Officer)
/s/ Charles E. Scripps Chairman of the Executive Committee of the Charles E. Scripps Board of Directors
/s/ William R. Burleigh President, Chief Operating Officer and Director William R. Burleigh
/s/ John H. Burlingame Director John H. Burlingame
/s/ Daniel J. Meyer Director Daniel J. Meyer
/s/ Nicholas B. Paumgarten Director Nicholas B. Paumgarten
/s/ Paul K. Scripps Director Paul K. Scripps
/s/ Robert P. Scripps Director Robert P. Scripps
/s/ David R. Huhn Director David R. Huhn
THE E.W. SCRIPPS COMPANY
Index to Consolidated Financial Statement Information
Selected Financial Data Management's Discussion and Analysis of Financial Condition and results of Operations Independent Auditors' Report Consolidated Balance Sheets Consolidated Statements of Income Consolidated Statements of Cash Flows Consolidated Statements of Stockholders' Equity Notes to Consolidated Financial Statements
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Consolidated results of operations were as follows:
For comparison purposes certain 1993 and 1992 operating revenues, operating expenses, and equity in income of certain joint ventures (see below) have been reclassified to conform with 1994 classifications.
Previously reported 1993 and 1992 segment information has been restated to conform with 1994 segment classifications. The Entertainment segment includes United Media licensing and syndication (previously included in the Publishing segment), Scripps Howard Productions (a producer of television programming), Home & Garden Television ("HGTV", a 24-hour cable television network launched on December 30, 1994), and the Company's equity interest in The TV Food Network and SportSouth, both cable television networks (previously reported in Miscellaneous, net). On March 31, 1994 the Company completed the acquisition of Cinetel Productions (an independent producer of programs for cable television). Cinetel's operating results from the date of acquisition are included in the Entertainment segment.
Earnings before interest, income taxes, depreciation, and amortization ("EBITDA") is included in the discussion of segment results because:
Changes in depreciation and amortization are often unrelated to current performance. Management believes the year-over-year change in EBITDA is a more useful measure of year-over-year performance than the change in operating income because, combined with information on capital spending plans, it is a more reliable indicator of results that may be expected in future periods.
Banks and other lenders use EBITDA to determine the Company's borrowing capacity.
Financial analysts use EBITDA to value communications media companies.
Acquisitions of communications media businesses are based on multiples of EBITDA.
EBITDA should not, however, be construed as an alternative measure of the amount of the Company's income or cash flows from operating activities.
Operating losses for HGTV amounted to $7,700,000 and reduced the Company's net income by $4,500,000, $.06 per share, in 1994.
In the third quarter of 1994 the Company acquired the remaining 13.9% minority interest in Scripps Howard Broadcasting Company ("SHB") in exchange for 4,952,659 shares of Class A Common stock. In 1993 the Company purchased 5.7% of the outstanding shares of SHB and the remaining 2.7% minority interest in the Knoxville News-Sentinel.
The Company's average debt balance decreased $202,000,000 in 1994 and $101,000,000 in 1993.
The effective income tax rate decreased in 1994 due to the change in estimate of the tax liability for prior years described in (v) below. Excluding the effect of that adjustment the effective income tax rate would have been 42% in 1994. The effective income tax rate in 1995 is expected to be approximately 42%.
Net gains and unusual items affecting the comparability of the Company's reported results of operations include the following:
(i) In 1994 the Company sold its worldwide Garfield and U.S. Acres copyrights. The sale resulted in a pre-tax gain of $31,600,000, $17,400,000 after-tax, $.23 per share.
(ii) The Company divested the following operations:
1993 - Book publishing; newspapers in Tulare, California, and San Juan; Memphis television station; radio stations.
1992 - The Pittsburgh Press; TV Data; certain other investments.
The business units referred to above, and any related gains on the sales of the business units, are hereinafter referred to as the "Divested Operations."
The following items related to Divested Operations affected the comparability of the Company's reported results of operations:
The Herald, a newspaper with a circulation of approximately 37,000 in Monterey, California, was acquired on December 31, 1992 in connection with the sale of The Pittsburgh Press.
(iii) In late 1994 and early 1995 the Company's three television stations that had been Fox affiliates changed their network affiliation. In connection with the change certain program rights owned by those stations will be sold at an estimated loss of $7,900,000. Two of the stations are constructing new buildings to accommodate expanded local news programming, and currently owned real estate will be sold at an estimated loss of $2,800,000. These estimated losses were recorded in 1994, reducing net income $6,600,000, $.09 per share.
(iv) In 1994 the Company made a special contribution to a charitable foundation that reduced pre-tax income by $8,000,000 and net income by $4,500,000, $.06 per share.
(v) In 1993 management changed its estimate of the tax basis and lives of certain intangible assets. The resulting change in the estimated tax liability for prior years increased net income in 1993 by $5,400,000, $.07 per share. In 1994 the Internal Revenue Service proposed adjustments related to those intangible assets. Based upon the proposed adjustments management again changed its estimate of the tax liability for prior years, increasing net income in 1994 by $4,500,000, $.06 per share.
(vi) In 1994 the Company accrued an estimate of the ultimate costs of certain lawsuits associated with divested operations. The accrual reduced net income by $5,800,000, $.07 per share.
(vii) Other unusual items in 1993 include the following:
Management changed the estimate of the additional amount of copyright fees the Company would owe when a dispute between the television industry and the American Society of Composers, Authors and Publishers was resolved. The adjustment increased operating income $4,300,000 and net income $2,300,000, $.03 per share.
The Company realized a $1,100,000 gain on sale of certain publishing equipment and received a $2,500,000 fee in connection with the sale of the Ogden, Utah, Standard Examiner. Net income increased $2,300,000, $.03 per share.
The Company recorded a $6,300,000 restructuring charge. The charge reduced net income $3,600,000, $.05 per share.
The federal income tax rate was increased to 35%. The effect on the Company's deferred tax liabilities reduced net income $3,700,000, $.05 per share.
(viii) The Pittsburgh Press was not published after May 17, 1992 due to a strike. Reported 1992 results include operating losses of $32,700,000 and net losses of $20,200,000, $.27 per share, during the strike period. The Company sold The Pittsburgh Press on December 31, 1992 (see (ii) above).
(ix) In 1992 the Company reduced the carrying value of certain property and investments to estimated realizable value. The resultant $3,500,000 charge reduced net income $2,300,000, $.03 per share.
(x) In 1992 the Company adopted Financial Accounting Standard No. 106 - Employers' Accounting for Postretirement Benefits Other Than Pensions. The cumulative effect of the accounting change decreased net income $22,413,000, $.30 per share, of which $18,000,000, $.24 per share, was associated with Divested Operations.
Operating results, excluding the Divested Operations and unusual items described above, for each of the Company's business segments are presented on the following pages. The effects of the foregoing unusual items and the Divested Operations are excluded from the consolidated and segment operating results because management believes they are not relevant to understanding the Company's ongoing operations.
NEWSPAPERS - Operating results for the newspaper segment, excluding Divested Operations and unusual items, were as follows:
Demand for advertising continued to improve in 1994. Advertising revenues increased for all of the Company's daily newspapers.
Newspaper revenues and expenses in 1993 were boosted by the fourth-quarter- 1992 acquisition of three California daily newspapers.
Because the supply of newsprint exceeded demand, its price generally declined from 1988 through August 1992. Since the first quarter of 1994 prices have increased sharply. The weighted average price of newsprint was $492 per metric ton in the fourth quarter of 1994. Based on price increases announced by suppliers, including an increase effective May 1995, the weighted average price of newsprint in 1995 will be at least 40% higher than in 1994.
Depreciation expense for 1992 includes a charge of $5,500,000 to reduce the book value of certain equipment to estimated net realizable value.
Capital expenditures in 1992 included construction of the new production facility in Denver. Capital expenditures in 1995 are expected to be approximately $20,000,000 and depreciation and amortization is expected to increase approximately 6%.
BROADCAST TELEVISION - Operating results for the broadcast television segment, excluding Divested Operations and unusual items, were as follows:
Increased demand for advertising time led to increased EBITDA at all the television stations.
Program rights decreased in 1994 because the Baltimore television station no longer carried Orioles baseball games. Program rights decreased in 1993 as several syndicated programs previously aired by the Company's stations were replaced with less-costly programs.
The Company has entered into 10-year affiliation agreements with the ABC television network in five of the Company's television markets. The agreements with ABC extend existing affiliation agreements in the Detroit and Cleveland markets, and replaced the NBC affiliation in Baltimore and Fox affiliations in Phoenix and Tampa. The Company entered into a 10-year affiliation agreement with NBC in Kansas City and extended the terms of its NBC affiliations in Tulsa and West Palm Beach for 10 years. The increase in employee costs and other operating expenses is due primarily to the Company's expanded schedules of local news programming in Kansas City, Phoenix, and Tampa.
Capital expenditures in 1995 are expected to be approximately $28,000,000. The increased capital expenditures in 1994 and 1995 is also associated with more local news programming. Depreciation and amortization is expected to increase approximately 25% in 1995.
CABLE TELEVISION - Operating results for the cable television segment were as follows:
Re-regulation of the cable television industry significantly affected the Company's cable television operations in 1994 and in 1993. The effects of price decreases resulting from re-regulation were partially offset by growth in subscribers in 1994. After declining year-over-year for five straight quarters, EBITDA increased in the fourth quarter of 1994.
Other operating expenses in 1994 includes a $3,000,000 charge for special rebates to the Company's Sacramento system customers and related legal costs. The rebate was awarded by a federal court in connection with litigation concerning the system's pricing policies in the late 1980s.
Program costs increased in 1994 as a result of the growth in the number of subscribers. Program costs as a percent of basic and premium programming service revenues increased from 24.7% in 1992 to 28.7% in 1994, primarily due to re-regulation that reduced basic revenue per subscriber.
Capital expenditures are expected to be approximately $50,000,000 in 1995 and depreciation and amortization is expected to decrease approximately 4%.
ENTERTAINMENT - Operating results for the entertainment segment, excluding unusual items, were as follows:
HGTV is a 24-hour cable television network, launched on December 30, 1994. The Company expects to invest an additional $40,000,000 in HGTV in the next three years, including capital expenditures and pre-tax operating losses. Operating losses for HGTV amounted to $7,700,000 in 1994.
The Company acquired Cinetel Productions in Knoxville, Tennessee, on March 31, 1994. Cinetel is one of the largest independent producers of programs for cable television. Cinetel's results of operations are included in the Entertainment segment from the date of acquisition.
In 1994 the Company completed the sale of its Garfield and U.S. Acres copyrights, resulting in the decrease in licensing and syndication revenues.
Excluding Garfield, domestic licensing revenues increased 7.6% and foreign licensing revenues were flat in 1994. In Japan, which accounts for approximately 70% of foreign licensing revenue and 47% of total licensing revenue, revenues in local currency decreased 8% in 1994 and 12% in 1993. The change in the exchange rate for the Japanese yen increased licensing revenues $1,600,000 in 1994 and $2,700,000 in 1993.
Capital expenditures are expected to be approximately $11,000,000 in 1995.
LIQUIDITY AND CAPITAL RESOURCES
Cash flow from operating activities was $249,000,000 in 1994 compared to $226,000,000 in 1993.
Cash flow from operating activities and from the sale of copyrights and investments totaled $296,000,000 in 1994 and was used primarily for capital expenditures of $95,600,000, acquisitions and investments of $32,900,000, debt reduction of $138,000,000, and dividend payments of $37,300,000. The debt to total capitalization ratio at December 31 was .09 in 1994 and .22 in 1993.
Consolidated capital expenditures are expected to total approximately $109,000,000 in 1995. There are no scheduled maturities of long-term debt in 1995. The Company expects to finance its capital requirements primarily through cash flow from operations.
INDEPENDENT AUDITORS' REPORT
To the Board of Directors and Stockholders, The E.W. Scripps Company:
We have audited the accompanying consolidated balance sheets of The E.W. Scripps Company and subsidiary companies (Company) as of December 31, 1994 and 1993, and the related consolidated statements of income, stockholders' equity, and cash flows for each of the three years in the period ended December 31, 1994. Our audits also included the financial statement schedule listed in the Index at Item 14. These financial statements and financial statement schedule are the responsibility of the Company's management. Our responsibility is to express an opinion on the financial statements and financial statement schedule based on our audits.
We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, such consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 1994 and 1993, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 1994 in conformity with generally accepted accounting principles. Also, in our opinion, such financial statement schedule, when considered in relation to the basic consolidated financial statements taken as a whole, presents fairly in all material respects the information set forth therein.
As discussed in Note 1 to the consolidated financial statements, as of December 31, 1993 the Company changed its method of accounting for certain investments to conform with Statement of Financial Accounting Standards No. 115.
As discussed in Note 1 to the consolidated financial statements, in 1992 the Company changed its method of accounting for postretirement benefits other than pensions to conform with Statement of Financial Accounting Standards No. 106.
DELOITTE & TOUCHE LLP Cincinnati, Ohio January 23, 1995
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1.SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Consolidation - The consolidated financial statements include the accounts of The E.W. Scripps Company and its majority-owned subsidiary companies ("Company").
Program Rights and Production Costs - Program rights are recorded at the time such programs become available for broadcast. Amortization is computed using the straight-line method based on the license period or based on usage, whichever yields the greater accumulated amortization for each program. The liability for program rights is not discounted for imputed interest.
Production costs represent costs incurred in the production of programming for distribution. Amortization of capitalized costs is based on the percentage of current period revenues to anticipated total revenues for each program.
Program and production costs are stated at the lower of unamortized cost or fair value. The portion of the unamortized balance expected to be amortized within one year is classified as a current asset.
Estimated fair values (which are based on current rates available to the Company for debt of the same remaining maturity) and the carrying amounts of the Company's program rights liabilities were as follows:
Goodwill and Other Intangible Assets - Goodwill and other intangible assets are stated at the lower of unamortized cost or fair value. Fair value is estimated based upon estimated future net cash flows. An impairment loss is recognized when the unamortized cost of the asset exceeds the undiscounted estimated future net cash flows. Goodwill represents the cost of acquisitions in excess of tangible assets and identifiable intangible assets received. Cable television franchises are amortized generally over the remaining terms of acquired cable systems' franchise agreements and non- competition agreements over the terms of the agreements. Goodwill acquired after October 1970, customer lists, and other intangible assets are amortized over periods of up to 40 years. Goodwill acquired before November 1970 ($6,600,000) is not amortized.
Property, Plant, and Equipment - Depreciation is computed using the straight-line method over estimated useful lives. Interest costs related to major capital projects are capitalized and classified as property, plant, and equipment.
Income Taxes - Deferred income taxes are provided for temporary differences between the tax basis and reported amounts of assets and liabilities that will result in taxable or deductible amounts in future years. The Company's temporary differences primarily result from accelerated depreciation and amortization for tax purposes and accrued expenses not deductible for tax purposes until paid. Also, the Company received a tax certificate from the Federal Communications Commission upon the sale of the Memphis television and radio stations, enabling the Company to defer payment of income taxes on the $60,500,000 tax-basis gain for a minimum of two years.
Investments - The Company adopted Statement of Financial Accounting Standards ("FAS") No. 115 - Accounting for Certain Investments in Debt and Equity Securities on December 31, 1993.
Investments in 20%- to 50%-owned companies and in all joint ventures are accounted for under the equity method. Investments in other debt and equity securities are classified as available for sale and are carried at fair value. Fair value is determined by reference to quoted market prices for those or similar securities. Unrealized gains or losses on those securities are recognized as a separate component of stockholders' equity. The cost of securities sold is determined by specific identification.
Newspaper Joint Operating Agencies - The Company is currently a party to newspaper joint operating agencies ("JOAs") in five markets. A JOA combines all but the editorial operations of two competing newspapers in a market. In each JOA the managing party distributes a portion of JOA profits to the other party. The Company manages the JOA in Evansville. The JOAs in Albuquerque, Birmingham, Cincinnati, and El Paso are managed by the other parties to the JOAs. The Company managed the JOA in Pittsburgh prior to the sale of The Pittsburgh Press.
The Company includes the full amount of Company-managed JOA assets and liabilities, and revenues earned and expenses incurred in the operation of the JOA, in the consolidated financial statements. Distributions of JOA operating profits to the non-managing party are included in other operating expenses in the Consolidated Statements of Income.
For JOAs managed by the other party, the Company includes distributions of JOA operating profits in operating revenues in the Consolidated Statements of Income. The Company does not include any assets or liabilities of JOAs managed by other parties in its Consolidated Balance Sheets as the Company has no residual interest in the net assets of the JOAs.
Inventories - Inventories are stated at the lower of cost or market. The cost of newsprint included in inventory is computed using the last in, first out ("LIFO") method. At December 31 newsprint inventories were approximately 58% of total inventories in 1994 and 25% in 1993. The cost of other inventories is computed using the first in, first out ("FIFO") method. Inventories would have been $1,200,000 and $200,000 higher at December 31, 1994 and 1993 if FIFO (which approximates current cost) had been used to compute the cost of newsprint.
Postemployment Benefits - The Company adopted FAS No. 106 - Employers' Accounting for Postretirement Benefits Other Than Pensions in 1992. Postretirement benefits are recognized during the years that employees render service. Other postemployment benefits, such as disability-related benefits and severance, are recognized when the benefits become payable.
Self Insurance - The Company is primarily self-insured for employee health, workers' compensation, and general liability insurance. Self-insurance liabilities are estimated based upon claims filed and estimated claims incurred but not reported. The self-insurance liabilities are not discounted.
Cash and Cash Equivalents - Cash and cash equivalents represent cash on hand, bank deposits, and highly liquid debt instruments with an original maturity of up to three months. Cash equivalents are stated at cost plus accrued interest, which approximates fair value.
Net Income Per Share - Net income per share computations are based upon the weighted average common shares outstanding. Common stock equivalents in the form of stock options are excluded from the computations as they have no material effect on the per share amounts. Weighted average shares outstanding were as follows:
Reclassifications - For comparison purposes certain 1993 and 1992 items have been reclassified to conform with 1994 classifications.
2.ACQUISITIONS AND DIVESTITURES
A.Acquisitions
1994 - The Company acquired the remaining 13.9% minority interest in Scripps Howard Broadcasting Company in exchange for 4,952,659 shares of Class A Common stock. The Company acquired Cinetel Productions (an independent producer of programs for cable television). The Company also purchased a cable television system.
1993 - The Company acquired the remaining 2.7% minority interest in the Knoxville News-Sentinel for $2,800,000. The Company purchased 5.7% of the outstanding shares of Scripps Howard Broadcasting Company for $28,900,000. The Company also purchased a cable television system.
1992 - The Company purchased three daily newspapers in California (including The Herald in connection with the sale of The Pittsburgh Press - see Note 2B) and several cable television systems.
The following table presents additional information about the acquisitions:
The acquisitions have been accounted for as purchases. The acquired operations have been included in the Consolidated Statements of Income from the dates of acquisition. Pro forma results are not presented because the combined results of operations would not be significantly different from the reported amounts.
B.Divestitures
The Company divested the following operations:
1993 - Book publishing; newspapers in Tulare, California, and San Juan; Memphis television station; radio stations.
1992 - The Pittsburgh Press; TV Data; certain other investments.
The following table presents additional information about the divestitures:
Included in net assets (liabilities) disposed in 1992 are pension and other postretirement benefit obligations totaling $36,500,000.
Included in the consolidated financial statements are the following results of divested operations (excluding gains on sales):
3.UNUSUAL CREDITS AND CHARGES
1994 - The Company sold its worldwide Garfield and U.S. Acres copyrights. The sale resulted in a pre-tax gain of $31,600,000, $17,400,000 after tax, $.23 per share.
The Company's three television stations that had been Fox affiliates changed their network affiliation. In connection with the change certain program rights owned by those stations will be sold at an estimated loss of $7,900,000. Two of the stations are constructing new buildings to accommodate expanded local news staffs, and currently owned real estate will be sold at an estimated loss of $2,800,000. These estimated losses were recorded in 1994, reducing net income $6,600,000, $.09 per share.
The Company made a special contribution of 589,165 shares of Turner Broadcasting Class B common stock to a charitable foundation. The contribution reduced pre-tax income by $8,000,000 and net income by $4,500,000, $.06 per share.
Management changed its estimate of the tax liability for prior years as a result of an audit by the Internal Revenue Service ("IRS"). The adjustment increased net income by $4,500,000, $.06 per share (see Note 4).
The Company accrued an estimate of the ultimate costs of certain lawsuits associated with divested operations. The accrual reduced net income by $5,800,000, $.07 per share.
1993 - Operating results include net pre-tax gains of $91,900,000, $46,800,000 after-tax, $.63 per share (see Note 2).
Management changed the estimate of the additional amount of copyright fees the Company would owe when a dispute between the television industry and the American Society of Composers, Authors and Publishers ("ASCAP") was resolved. The adjustment increased operating income $4,300,000 and net income $2,300,000, $.03 per share.
The Company realized a $1,100,000 gain on sale of certain publishing equipment and received a $2,500,000 fee in connection with the sale of the Ogden, Utah, Standard Examiner. Net income increased $2,300,000, $.03 per share.
The Company recorded a $6,300,000 restructuring charge. The charge reduced net income $3,600,000, $.05 per share.
Management changed its estimate of the tax liability for prior years (see Note 4). The adjustment increased net income $5,400,000, $.07 per share. The federal income tax rate was increased to 35%. The effect on the Company's deferred tax liabilities reduced net income $3,700,000, $.05 per share.
1992 - Operating results include pre-tax gains of $78,000,000, $45,600,000 after-tax, $.61 per share (see Note 2).
The Pittsburgh Press was not published after May 17 due to a strike. Reported 1992 results include operating losses of $32,700,000 and net losses of $20,200,000, $.27 per share, during the strike period.
The Company reduced the carrying value of certain property and investments to estimated realizable value. The resultant $3,500,000 charge reduced net income $2,300,000, $.03 per share.
4.INCOME TAXES
The IRS is currently examining the Company's consolidated income tax returns for the years 1985 through 1990.
In 1993 management changed its estimate of the tax basis and lives of certain intangible assets. The resulting change in the estimated tax liability for prior years increased net income $5,400,000, $.07 per share. In 1994 the IRS proposed adjustments related to those intangible assets. Based upon the proposed adjustments management again changed its estimate of the tax liabilities for prior years, increasing net income in 1994 $4,500,000, $.06 per share.
Management believes that adequate provision for income taxes has been made for all open years.
The approximate effects of the temporary differences giving rise to the Company's deferred income tax liabilities (assets) are as follows:
The Company's state net operating loss carryforwards expire from 2000 through 2019.
The provision for income taxes consists of the following:
The difference between the statutory rate for federal income tax and the effective income tax rate is summarized as follows:
5.LONG-TERM DEBT
Long-term debt consisted of the following at December 31:
The Company has a Competitive Advance/Revolving Credit Agreement which expires in September 1995 and permits maximum borrowings up to $50,000,000, and additional lines of credit totaling $20,000,000 which expire at various dates through June 1995 (collectively "Variable Rate Credit Facilities"). Maximum borrowings under the Variable Rate Credit Facilities are changed as the Company's anticipated needs change and are not indicative of the Company's short-term borrowing capacity. The Variable Rate Credit Facilities may be extended upon mutual agreement.
Certain long-term debt agreements contain maintenance requirements on net worth and coverage of interest expense and restrictions on dividends and incurrence of additional indebtedness.
Interest costs capitalized were as follows:
6.INVESTMENTS
Investments consisted of the following at December 31:
There were no unrealized losses in either year.
7.PROPERTY, PLANT, AND EQUIPMENT AND INTANGIBLE ASSETS
Property, plant, and equipment consisted of the following at December 31:
Goodwill and other intangible assets consisted of the following at December 31:
8.EMPLOYEE BENEFIT PLANS
The Company sponsors defined benefit plans covering substantially all non- union employees. Benefits are generally based on the employees' compensation and years of service. Funding is based on the requirements of the plans and applicable federal laws.
The Company also sponsors defined contribution plans covering substantially all non-union employees. The Company matches a portion of employees' voluntary contributions to these plans.
Union-represented employees are covered by retirement plans jointly administered by subsidiaries of the Company and the unions or by union- administered, multi-employer plans. Funding is based upon negotiated agreements.
Retirement plans expense consisted of the following:
Assumptions used in the accounting for the defined benefit plans were as follows:
The funded status of the defined benefit plans at December 31 was as follows:
Plan assets consist of marketable equity and fixed-income securities.
The Company has unfunded health and life insurance benefit plans that are provided to certain retired employees. The combined number of 1) active employees eligible for such benefits and 2) retired employees receiving such benefits is approximately 5% of the Company's current workforce. The actuarial present value of the projected benefit obligation at December 31 was $6,900,000 in 1994 and $6,300,000 in 1993. The cost of the plan was: 1994, $500,000; 1993, $600,000; and 1992, $600,000 (excluding $3,200,000 related to divested operations).
9.SEGMENT INFORMATION
Previously reported 1993 and 1992 segment information has been restated to conform with 1994 segment classifications. The Entertainment segment includes United Media licensing and syndication (previously included in the Publishing segment), Scripps Howard Productions (a producer of television programming), The Home & Garden Television Network (a 24-hour cable television channel that was launched on December 30, 1994), and the Company's equity interest in The Food Network and SportSouth cable television networks (previously reported in Miscellaneous, net). On March 31, 1994 the Company completed the acquisition of Cinetel Productions (an independent producer of programs for cable television). Cinetel's operating results from the date of acquisition are included in the Entertainment segment.
The Other segment includes book publishing operations which were sold in 1993 and TV Data which was sold in 1992.
Broadcasting operating income in 1994 was reduced by $7,900,000 as a result of the program rights write-down and was increased in 1993 by $4,300,000 as a result of the change in estimate of the additional amount of copyright fees owed ASCAP (see Note 3).
Financial information relating to the Company's business segments is as follows:
Corporate assets are primarily cash, investments, and refundable and deferred income taxes.
10. COMMITMENTS AND CONTINGENCIES
The Company accrued an estimate of the ultimate costs of certain lawsuits associated with divested operations (see Note 3). The Company is also involved in other litigation arising in the ordinary course of business, none of which is expected to result in material loss.
The Company is committed to purchase approximately $118,000,000 of program rights that are not currently available for broadcast, including programs not yet produced. If such programs are not produced the Company's commitment would expire without obligation.
The Company is diversified geographically and has a diverse customer base. The Company grants credit to substantially all of its customers. Management believes bad debt losses resulting from default by a single customer, or defaults by customers in any depressed region or business sector, would not have a material effect on the Company's financial position.
Minimum payments on non-cancelable leases at December 31, 1994 were as follows:
Rental expense for cancelable and non-cancelable leases was as follows:
11. CAPITAL STOCK AND INCENTIVE PLANS
The capital structure of the Company includes Common Voting stock and Class A Common stock. The articles of the Company provide that the holders of Class A Common stock, who are not entitled to vote on any other matters except as required by Delaware law, are entitled to elect the greater of three or one-third of the directors of the Company.
The 1987 Long-Term Incentive Plan ("1987 Plan") provides for the awarding of stock options, stock appreciation rights, performance units, and Class A Common stock to key employees. The number of shares authorized for issuance under the 1987 Plan is 3,250,000.
Stock options may be awarded to purchase Class A Common stock at not less than 100% of the fair market value on the date the option is granted. Stock options will vest over an incentive period, conditioned upon the individual's employment through that period. The plan expires on December 9, 1997, except for options then outstanding.
Information related to stock options is as follows:
Awards of Class A Common stock will vest over an incentive period, conditioned upon the individual's employment throughout that period. During the vesting period shares issued are non-transferable, but the shares are entitled to all the rights of an outstanding share. Upon vesting, when the stock awards become taxable to the employees, additional awards of cash may also be made.
Information related to awards of Class A Common stock is as follows:
12. SUMMARIZED QUARTERLY FINANCIAL INFORMATION (Unaudited)
Summarized financial information is as follows:
The sum of the quarterly net income per share amounts may not equal the reported annual amount because each is computed independently based upon the weighted average number of shares outstanding for that period.
THE E.W. SCRIPPS COMPANY
Index to Consolidated Financial Statement Schedules
Valuation and Qualifying Accounts S-2