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BLC > SEC Filings for BLC > Form 10-Q on 5-Nov-2009All Recent SEC Filings

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Form 10-Q for BELO CORP


5-Nov-2009

Quarterly Report


Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations
(dollars in thousands, except per share amounts)

The following information should be read in conjunction with the Company's Consolidated Condensed Financial Statements and related Notes filed as part of this report.

Overview
Belo Corp. (Belo or the Company), a Delaware corporation, began as a Texas newspaper company in 1842 and today is one of the nation's largest publicly-traded pure-play television companies. The Company owns 20 television stations (nine in the top 25 U.S. markets) that reach 14 percent of U.S. television households, including ABC, CBS, NBC, FOX, CW and MyNetwork TV affiliates, and their associated Web sites, in 15 highly-attractive markets across the United States. The Company also manages one television station through a local marketing agreement (LMA), and owns two local and two regional cable news channels and holds ownership interests in two others. In 1997, the Federal Communications Commission (FCC) adopted rules for implementing digital television service (DTV). With certain limited exceptions, all full power broadcast stations began transmitting their signals in a digital only format on June 12, 2009. As part of the FCC's nightlight program, five of the Company's stations continued to transmit their signals in an analog format for up to 30 days after the DTV transition date to provide emergency notifications and DTV transition information to viewers in their markets. The Company believes the success of its media franchises is built upon providing the highest quality local and regional news, entertainment programming and service to the communities in which they operate. These principles have built relationships with viewers, advertisers, and online users and have guided Belo's success.
On February 8, 2008, the Company completed the spin-off of its newspaper businesses and related assets into a separate public company, A. H. Belo Corporation (A. H. Belo), with its own management and board of directors. The spin-off was accomplished by transferring the assets and liabilities of the newspaper businesses and related assets in the form of a pro-rata, tax-free stock dividend to the Company's shareholders.
The following table sets forth the Company's major media assets as of September 30, 2009:
Television Group

                                                                                                        Number of                           Station
                                        Station/      Year Belo                                         Commercial         Station          Audience
                          Market          News        Acquired/          Network                       Stations in         Rank in          Share in
Market                   Rank(1)        Channel        Started         Affiliation      Channel         Market(2)         Market(3)        Market(4)
Dallas/Fort Worth               5       WFAA                1950           ABC                 8                 16                1                9
Dallas/Fort Worth               5       TXCN                1999           N/A               N/A                N/A              N/A              N/A
Houston                        10       KHOU                1984           CBS                11                 15                2                8
Phoenix                        12       KTVK                1999           IND                 3                 13                5 *              4
Phoenix                        12       KASW                2000           CW                 61                 13                7                3
Seattle/Tacoma                 13       KING                1997           NBC                 5                 13                1               11
Seattle/Tacoma                 13       KONG                2000           IND                16                 13                5                2
Seattle/Tacoma                 13       NWCN                1997           N/A               N/A                N/A              N/A              N/A
St. Louis                      21       KMOV                1997           CBS                 4                  8                2 *             10
Portland                       22       KGW                 1997           NBC                 8                  8                1               11
Charlotte                      24       WCNC                1997           NBC                36                  8                3                7
San Antonio                    37       KENS                1997           CBS                 5                 10                2                9
San Antonio(5)                 37       KCWX                   -           CW                  2                 10                8 *              1
Hampton/Norfolk                43       WVEC                1984           ABC                13                  8                2               10
Austin                         48       KVUE                1999           ABC                24                  7                1 *              8
Louisville                     49       WHAS                1997           ABC                11                  7                1               10
New Orleans(6)                 51       WWL                 1994           CBS                 4                  8                1               15
New Orleans(7)                 51       WUPL                2007          MNTV                54                  8                6                1
Tucson                         66       KMSB                1997           FOX                11                  9                4                6
Tucson                         66       KTTU                2002          MNTV                18                  9                6 *              1
Spokane                        75       KREM                1997           CBS                 2                  7                1 *             14
Spokane                        75       KSKN                2001           CW                 22                  7                5                2
Boise(8)(9)                   112       KTVB                1997           NBC                 7                  5                1               22

(1) Market rank is based on the relative size of the television market Designated Market Area (DMA), among the 210 generally recognized DMAs in the United States, based on the September 2009 Nielsen Media Research's Designated Market Area report.

(2) Represents the number of television stations (both VHF and UHF) broadcasting in the market, excluding public stations, low power broadcast stations and cable channels.


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(3) Station rank is derived from the station's rating, which is based on the May 2009 Nielsen Media Research report of the number of television households tuned to the Company's station for the Sunday-Saturday 5:00 a.m. to 2:00
a.m. period
(sign-on/sign-off) as a percentage of the number of television households in the market.

(4) Station audience share is based on the May 2009 Nielsen Media Research report of the number of television households tuned to the station as a percentage of the number of television households with sets in use in the market for the sign-on/sign-off period.

(5) Belo operates KCWX-TV through a local marketing agreement.

(6) WWL also produces "NewsWatch on Channel 15," an around-the-clock local news and weather cable channel.

(7) The Company also owns WBXN-CA, a Class A television station in New Orleans, Louisiana.

(8) The Company also owns KTFT-LP (NBC), a low power television station in Twin Falls, Idaho.

(9) Using its digital multicast capabilities, KTVB operates "24/7 Local News Channel," a 24-hour daily local news and weather channel.

* Tied with one or more stations in the market.

The Company intends for the discussion of its financial condition and results of operations that follows to provide information that will assist in understanding the Company's financial statements, the changes in certain key items in those statements from period to period and the primary factors that accounted for those changes, as well as how certain accounting principles, policies and estimates affect the Company's financial statements.

                             Results of Operations
                (Dollars in thousands, except per share amounts)

                                    Three months ended September 30,                      Nine months ended September 30,
                                                 Percentage                                           Percentage
                                2009               Change            2008             2009              Change            2008
Net operating revenues      $     140,617              (17.7 %)    $ 170,823      $    418,923              (21.6 %)    $ 534,619
Operating costs and
expenses                          116,237               (7.8 %)      126,069           346,937              (11.3 %)      391,064
Impairment charge                 242,144                N/A               -           242,144                N/A               -

Earnings (loss) from
operations                       (217,764 )              N/A          44,754          (170,158 )              N/A         143,555
Other expense                     (16,311 )            (21.0 %)      (20,645 )         (32,659 )            (48.8 %)      (63,811 )

Earnings (loss) from
continuing operations
before income taxes              (234,075 )              N/A          24,109          (202,817 )              N/A          79,744
Income tax expense
(benefit)                         (83,554 )              N/A           9,672           (71,502 )              N/A          49,808

Net earnings (loss) from
continuing operations            (150,521 )              N/A          14,437          (131,315 )              N/A          29,936
Discontinued operations,
net of tax                              -                N/A               -                 -                N/A          (4,499 )

Net earnings (loss)         $    (150,521 )              N/A       $  14,437      $   (131,315 )              N/A       $  25,437



Net Operating Revenues

                                    Three months ended September 30,                      Nine months ended September 30,
                                                 Percentage                                           Percentage
                                 2009              Change            2008             2009              Change            2008
Non-political advertising    $    122,630              (15.5 %)    $ 145,059      $    366,352              (22.3 %)    $ 471,769
Political advertising               2,077              (82.2 %)       11,659             4,597              (77.4 %)       20,369
Other                              15,910               12.8 %        14,105            47,974               12.9 %        42,481

Net operating revenues       $    140,617              (17.7 %)    $ 170,823      $    418,923              (21.6 %)    $ 534,619

Non-political advertising revenues decreased $22,429, or 15.5 percent, in the three months ended September 30, 2009, compared to the three months ended September 30, 2008. This decrease is primarily due to a $21,905, or 16.3 percent, decrease in local and national spot revenue. Spot revenue decreased in most categories but primarily in the automotive, entertainment, retail, financial services and real estate categories partially offset by increases in the grocery and healthcare categories. Internet advertising revenues decreased $569, or 7.2 percent. Political advertising revenues decreased $9,582 in the third quarter 2009 as compared with the third quarter 2008. Political revenues are generally higher in even-numbered years than in odd-numbered years due to elections for various state and national offices. Other revenues increased primarily due to increases in retransmission revenues. Non-political advertising revenues decreased $105,417, or 22.3 percent, in the nine months ended September 30, 2009, compared to the nine months ended September 30, 2008. This decrease is primarily due to a $103,793, or 23.5 percent, decrease in local and national spot revenue. Spot revenue decreased in most categories but primarily in the automotive, retail, entertainment, financial services, restaurants, home construction and improvement, and healthcare categories partially offset by increases in grocery and professional categories. Internet advertising revenues decreased $1,323, or 5.9 percent. Political advertising revenues decreased $15,772 in the nine months ended September 30, 2009, compared with the nine months ended September 30, 2008. Political revenues are generally higher in even-numbered years than in odd-numbered years due to elections for various state and national offices. Other revenues increased primarily due to increases in retransmission revenues.


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Operating Costs and Expenses
For the three months ended September 30, 2009, station salaries, wages and employee benefits decreased $9,521, or 16.8 percent, primarily due to decreases in salary expense of $5,358, 401(k) Plan expense of $2,262, and vacation expense of $1,481 (due to an announced change to the Company's vacation policy). Station programming and other operating costs decreased $2,595, or 4.9 percent, with decreases in most expense categories, including a $1,072 decrease in advertising expense. In 2005, the Federal Communications Commission (FCC) allowed a major wireless provider to finance the replacement of analog newsgathering equipment with digital equipment. The Company recognized credits for this replacement of $1,964 in the third quarter 2008, as two Belo markets converted to this digital equipment in the third quarter 2008 versus no Belo markets in the third quarter 2009. Corporate operating costs increased $1,789, or 30 percent, in the third quarter 2009, primarily due to a $1,129 decrease in the credit to pension expense and a $1,084 increase in share-based compensation associated with the increase in the Company's share price.
For the nine months ended September 30, 2009, station salaries, wages and employee benefits decreased $30,640, or 17.4 percent, primarily due to decreases in salary expense of $13,816, 401(k) Plan expense of $5,322, vacation expense of $4,554 (due to the policy change noted above), pension transition supplement expense of $2,696, sales commissions of $1,972, bonus expense of $1,509 and self-insured medical insurance costs of $1,409. Station programming and other operating costs decreased $9,103, or 5.8 percent, with decreases in most expense categories, including a $5,683 decrease in advertising expense and a $2,450 decrease in national representation fees. For the nine month period, the credits recognized for the replacement of analog equipment pursuant to the FCC decision discussed above were $2,634 and $6,857 for 2009 and 2008, respectively, as two Belo markets converted to this digital equipment in the first nine months of 2009 versus seven Belo markets in the first nine months of 2008. Corporate operating costs remained consistent with the same period in 2008, with a decrease in the credit to pension expense of $3,158 and an increase in technology costs of $2,692 being partially offset by a decrease in compensation and bonus expense of $1,777 and a decrease in various other expenses of $4,302. During the nine months ended September 30, 2008, the Company incurred $4,659 in charges related to the spin-off of its newspaper businesses and related assets mentioned above. There were no spin-off related charges in the three months ended September 30, 2008.
In the third quarter 2009, the Company recorded a non-cash impairment charge for intangible assets related to FCC licenses of $242,144. See Goodwill and Intangible Assets below for further discussion of the intangible asset assessment process and related impairment charges recorded by the Company. Other income (expense)
Interest expense decreased in the three and nine months ended September 30, 2009, primarily due to the repayment of $350,000 of outstanding 8% Senior Notes in the fourth quarter of 2008 with funds from the Company's revolving credit facility, which has a lower interest rate. Additionally, in the fourth quarter 2008 and the first quarter 2009, the Company purchased a total of $74,075 of the Company's outstanding 6 3/4% Senior Notes due in 2013 and $10,000 of the Company's outstanding 7 1/4% Senior Debentures due in 2027 for a total cost of $52,048. The purchases were also funded with lower rate borrowings under the credit facility.
Other income, net decreased $1,200 in the third quarter 2009 compared to the third quarter 2008 due primarily to a $1,273 loss on the sale of a non-operating asset. Other income, net increased $11,291 in the first nine months of 2009 compared to the first nine months of 2008 primarily due to a $14,905 gain related to the Company's first quarter 2009 purchase of debt securities discussed above and a gain of $1,616 on the sale of the Company's interest in a Web-site joint venture in the first half of 2009. These increases were partially offset by the loss on the asset sale mentioned above.
Income taxes decreased $93,226 for the three months ended September 30, 2009, compared with the three months ended September 30, 2008, due to the tax benefit related to the impairment charge booked in the third quarter 2009. Income taxes decreased $121,310 for the nine months ended September 30, 2009, compared with the nine months ended September 30, 2008, due to the tax benefit related to the impairment charge recorded in the third quarter 2009, lower earnings before taxes and a one-time tax charge in the first nine months of 2008 related to the spin-off of the Company's newspaper businesses and related assets. Although the spin-off otherwise qualifies for tax-free treatment to shareholders, the Company (but not its shareholders) recognized for tax purposes approximately $51,900 of previously deferred intercompany gains related to the transfer of certain intangibles to A. H. Belo, resulting in a federal income tax obligation estimated at $18,235 as of September 30, 2008.


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Goodwill and Intangible Assets
Goodwill and indefinite lived intangible assets (FCC licenses) are required to be tested at least annually for impairment or between annual tests if an event occurs or circumstances change that would, more likely than not, reduce the fair value of a reporting unit below its carrying amount. The Company's indefinite lived intangible assets represent FCC licenses in markets (as defined by Nielsen Media Research's Designated Market Area report) where the Company's stations operate. Goodwill is evaluated by reporting unit, with each reporting unit consisting of the television station(s) and cable news operations within a market. The Company measures the fair value of goodwill and indefinite lived intangible assets annually as of December 31. Please refer to Notes 1 and 4 in the notes to the consolidated financial statements included in the Company's 2008 Form 10-K/A for a full description of the Company's goodwill and intangible asset impairment policies. Due to the continuing softness in the current advertising environment and after further considering near-term industry revenue expectations and prevailing average costs of capital, management reviewed goodwill and indefinite lived intangible assets for potential impairment at the end of the third quarter of 2009 and concluded that a full interim impairment test of FCC licenses and goodwill was warranted as of September 30. Based on assessments performed as of September 30, 2009, the Company recorded a non-cash impairment charge of $242,144 reflecting the reduction in the fair value of the Company's FCC licenses in 10 of its markets. Of this amount, $84,584 related to the Phoenix, Arizona market, $52,727 related to the Seattle, Washington market, $27,807 related to the Portland, Oregon market, $13,133 related to the St. Louis, Missouri market, $14,383 related to the Louisville, Kentucky market, $10,518 related to the Austin, Texas market, $10,212 related to the San Antonio, Texas market, $10,128 related to the Tucson, Arizona market, $9,597 related to the Spokane, Washington market, and $9,055 related to the Boise, Idaho market. The impairment charges related to FCC licenses resulted primarily from a decline in the fair value of the individual businesses due to lower projected cash flows versus historical estimates, particularly in the first few years of projection, and an increase in prevailing average costs of capital from prior year. These lower projected cash flows reflect generally slower expected growth due to the current recessionary environment and related advertising downturn. On a comparative basis, there were no FCC license impairments recorded in either the three months or nine months ended September 30, 2008.
Goodwill impairment is determined using a two-step process. The first step is to identify if a potential impairment exists by comparing the fair value of a reporting unit with its carrying amount, including goodwill. If the fair value of a reporting unit exceeds its carrying amount, goodwill of the reporting unit is not considered to be impaired and the second step of the impairment test is not necessary. Based upon the assessments performed as of September 30, 2009, after applying the first step of the goodwill impairment tests, the estimated fair value of all of the Company's 15 reporting units exceeded their carrying amounts and the second step tests to measure goodwill impairment were not necessary.
In assessing the fair value of the Company's goodwill and indefinite lived intangible assets, the Company must make assumptions regarding future cash flow projections and other factors to estimate the fair value of the reporting units and intangible assets. Necessarily, estimates of fair value are subjective in nature, involve uncertainties and matters of significant judgment, and are made at a specific point in time. Thus, changes in key assumptions from period to period could significantly affect the estimates of fair value. The Company's estimates of the fair value of its reporting units and indefinite lived intangible assets are primarily determined using discounted projected cash flows. Significant assumptions used in these estimates include projected revenues and related growth rates over time and in perpetuity (for 2009, perpetuity growth rates used ranged from 1.5% to 3.1%), forecasted operating margins, estimated tax rates, capital expenditures, and required working capital needs, and an appropriate risk-adjusted weighted-average cost of capital (for 2009, the weighted-average cost of capital used was 10.25%). Additionally, for the Company's FCC licenses, significant assumptions include costs and time associated with start-up, initial capital investments, and forecasts related to overall market performance over time.


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Fair value estimates are inherently sensitive, particularly with respect to FCC licenses. In 10 of the Company's 15 markets, the carrying value of its FCC licenses is equal to their fair market value. A further reduction in the fair value of the FCC licenses in any of these 10 markets will result in an impairment charge. After giving consideration to the impairment charge recorded in the third quarter, the carrying value of the FCC licenses in those 10 markets represents approximately $649,441 of the Company's total $725,399 of FCC licenses. Goodwill at the Company's reporting units is somewhat less sensitive as, collectively, reporting units with estimated fair values exceeding their carrying values by more than 20% represent over 75% of the total investments in goodwill as of September 30, 2009, and impairment charges related to FCC licenses that are recorded in any period will reduce the carrying values of those applicable reporting units prior to the goodwill impairment evaluation. If some or all of the aforementioned key estimates or assumptions change in the future, the Company may be required to record additional impairment charges related to its goodwill and indefinite lived intangible assets. Discontinued Operations
The historical results of the Company's newspaper businesses and related assets are presented as discontinued operations due to the spin-off of these assets into a separate public company on February 8, 2008.

Liquidity and Capital Resources
Net cash provided by operating activities, bank borrowings and long-term debt are Belo's primary sources of liquidity. Bank Borrowings and Long-Term Debt
On February 26, 2009, the Company entered into an Amended and Restated $550,000 Five-Year Competitive Advance and Revolving Credit Facility Agreement with JPMorgan Chase Bank, N.A., J.P. Morgan Securities Inc., Banc of America Securities LLC, Bank of America, N.A. and other lenders, which matures upon expiration of the agreement in June 2011 (the 2009 Credit Agreement). The 2009 Credit Agreement amended and restated the Company's existing Amended and Restated $600,000 Five-Year Competitive Advance and Revolving Credit Facility Agreement (the 2008 Credit Agreement). The amendment reduced the total amount of the Credit Agreement and modified certain other terms and conditions. The facility may be used for working capital and other general corporate purposes, including letters of credit. The 2009 Credit Agreement is guaranteed by the material subsidiaries of the Company. Revolving credit borrowings under the 2009 Credit Agreement bear interest at a variable interest rate based on either LIBOR or a base rate, in either case plus an applicable margin that varies depending upon the Company's leverage ratio. Competitive advance borrowings bear interest at a rate obtained from bids selected in accordance with JPMorgan Chase Bank's standard competitive advance procedures. Commitment fees of up to 0.5 percent per year of the total unused commitment, depending on the Company's leverage ratio, accrue and are payable under the facility.
The Company is required to maintain certain leverage and interest coverage ratios specified in the agreement. The leverage ratio is generally defined as the ratio of debt to cash flow. The interest coverage ratio is generally defined as the ratio of interest expense to cash flow. Beginning February 26, 2009, and continuing through June 30, 2010, the maximum allowed leverage ratio is 6.25. Effective July 1, 2010, through September 29, 2010, the maximum allowed leverage ratio decreases to 6.00. Beginning September 30, 2010, and continuing through December 30, 2010, the maximum allowed leverage ratio is 5.75. From December 31, 2010, and continuing thereafter, the maximum allowed leverage ratio is 5.00. Beginning February 26, 2009, and continuing through March 31, 2010, the minimum required interest coverage ratio is 2.25. Beginning April 1, 2010, and continuing thereafter, the minimum required interest coverage ratio increases to
2.50. The 2009 Credit Agreement contains additional covenants that are usual and customary for credit facilities of this type, including limits on dividends, bond repurchases, acquisitions and investments. The 2009 Credit Agreement does not permit share repurchases. Under the covenant related to dividends, the Company may declare its usual and customary dividend if its leverage ratio is then below 4.75. At a leverage ratio between 4.75 and 5.25, the Company may declare a dividend not to exceed 50 percent of the usual and customary amount. The Company may not declare a dividend if its leverage ratio exceeds 5.25. As of September 30, 2009, the balance outstanding under the 2009 Credit Agreement was $427,000, the weighted average interest rate was 3.5 percent and all unused borrowings were available for borrowing. . . .
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