10-Q 2014 Q2

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Form 10-Q

þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended: June 30, 2014
OR
o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Commission file no. 1-33741



(Exact name of registrant as specified in its charter)

Delaware
 
38-3765318
(State or other jurisdiction of incorporation or organization)
 
(I.R.S. Employer Identification No.)
 
 
P. O. Box 224866, Dallas, Texas 75222-4866
 
(214) 977-8200
(Address of principal executive offices, including zip code)
 
(Registrant’s telephone number, including area code)
Former name, former address and former fiscal year, if changed since last report.
None
Indicate by check mark whether registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes   þ     No   o 
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes   þ     No   o 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer:  o
 
Accelerated filer:  þ
 
Non-accelerated filer:  o
 
Smaller reporting company:  o
 
 
 
 
(Do not check if a smaller reporting company)
 
 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).     Yes   o     No   þ
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest possible date.
 
 
 
 
 
Outstanding at
Class
 
July 25, 2014
Common Stock, $.01 par value
 
21,954,392
Total Common Stock consists of 19,565,857 shares of Series A Common Stock and 2,388,535 shares of Series B Common Stock.



A. H. BELO CORPORATION
FORM 10-Q
TABLE OF CONTENTS
 
 
Page
Item 1.
Item 2.
Item 3.
Item 4.
 
 
 
Item 1.
Item 1A.
Item 2.
Item 3.
Item 4.
Item 5.
Item 6.



Table of Contents

PART I
Item 1. Financial Information

A. H. Belo Corporation and Subsidiaries
Condensed Consolidated Statements of Operations
 
Three Months Ended June 30,
 
Six Months Ended June 30,
In thousands, except share and per share amounts (unaudited)
2014
 
2013
 
2014
 
2013
Net Operating Revenue
 
 
 
 
 
 
 
Advertising and marketing services
$
40,251

 
$
42,223

 
$
77,977

 
$
81,886

Circulation
21,227

 
21,257

 
42,239

 
42,237

Printing and distribution
7,783

 
5,643

 
13,437

 
11,106

Total net operating revenue
69,261

 
69,123

 
133,653

 
135,229

Operating Costs and Expense
 
 
 
 
 
 
 
Employee compensation and benefits
25,722

 
26,702

 
53,886

 
56,538

Other production, distribution and operating costs
29,640

 
28,436

 
58,084

 
57,129

Newsprint, ink and other supplies
8,114

 
8,592

 
16,102

 
17,114

Depreciation
3,348

 
3,964

 
6,758

 
7,843

Amortization
30

 
30

 
60

 
60

Total operating costs and expense
66,854

 
67,724

 
134,890

 
138,684

Income (Loss) from operations
2,407

 
1,399

 
(1,237
)
 
(3,455
)
Other Income (Expense), Net
 
 
 
 
 
 
 
Gains on equity method investments, net
18,567

 
546

 
18,159

 
1,095

Interest expense

 
(8
)
 

 
(419
)
Other income (loss), net
141

 
68

 
258

 
(36
)
Total other income, net
18,708

 
606

 
18,417

 
640

Income (Loss) from Continuing Operations Before Income Taxes
21,115

 
2,005

 
17,180

 
(2,815
)
Income tax provision
1,428

 
500

 
2,319

 
989

Income (Loss) from Continuing Operations
19,687

 
1,505

 
14,861

 
(3,804
)
Income (loss) from discontinued operations
2,146

 
(452
)
 
3,123

 
(3,289
)
Gain (loss) related to the divestiture of discontinued operations, net
153

 

 
(25
)
 

Tax expense (benefit) from discontinued operations
30

 
(63
)
 
46

 
(133
)
Gain (Loss) from Discontinued Operations, Net
2,269

 
(389
)
 
3,052

 
(3,156
)
Net Income (Loss)
21,956

 
1,116

 
17,913

 
(6,960
)
Net loss attributable to noncontrolling interests
(24
)
 
(65
)
 
(30
)
 
(119
)
Net Income (Loss) Attributable to A. H. Belo Corporation
$
21,980

 
$
1,181

 
$
17,943

 
$
(6,841
)
 
 
 
 
 
 
 
 
Per Share Basis
 
 
 
 
 
 
 
Basic
 
 
 
 
 
 
 
Continuing operations
$
0.86

 
$
0.07

 
$
0.64

 
$
(0.17
)
Discontinued operations
0.10

 
(0.02
)
 
0.14

 
(0.14
)
Net income (loss) attributable to A. H. Belo Corporation
$
0.96

 
$
0.05

 
$
0.78

 
$
(0.31
)
 
 
 
 
 
 
 
 
Diluted
 
 
 
 
 
 
 
Continuing operations
$
0.85

 
$
0.07

 
$
0.64

 
$
(0.17
)
Discontinued operations
0.10

 
(0.02
)
 
0.14

 
(0.14
)
Net income (loss) attributable to A. H. Belo Corporation
$
0.95

 
$
0.05

 
$
0.78

 
$
(0.31
)
 
 
 
 
 
 
 
 
Weighted average shares outstanding
 
 
 
 
 
 
 
Basic
22,014,125

 
22,041,414

 
21,946,256

 
22,037,132

Diluted
22,121,695

 
22,135,162

 
22,064,339

 
22,037,132


See accompanying Notes to Condensed Consolidated Financial Statements.

A. H. Belo Corporation Second Quarter 2014 on Form 10-Q
PAGE 1

Table of Contents

A. H. Belo Corporation and Subsidiaries
Condensed Consolidated Statements of Comprehensive Income (Loss)
 
Three Months Ended June 30,
 
Six Months Ended June 30,
In thousands (unaudited)
2014
 
2013
 
2014
 
2013
Net Income (Loss)
$
21,956

 
$
1,116

 
$
17,913

 
$
(6,960
)
Other Comprehensive Income (Loss), Net of Tax:
 
 
 
 
 
 
 
Amortization of net actuarial (losses) gains
(174
)
 
246

 
(347
)
 
491

Total other comprehensive (loss) income
(174
)
 
246

 
(347
)
 
491

Comprehensive Income (Loss)
21,782

 
1,362

 
17,566

 
(6,469
)
Comprehensive loss attributable to noncontrolling interests
(24
)
 
(65
)
 
(30
)
 
(119
)
Total Comprehensive Income (Loss) Attributable to A. H. Belo Corporation
$
21,806

 
$
1,427

 
$
17,596

 
$
(6,350
)
See accompanying Notes to Condensed Consolidated Financial Statements.

PAGE 2
A. H. Belo Corporation Second Quarter 2014 on Form 10-Q

Table of Contents

A. H. Belo Corporation and Subsidiaries
Condensed Consolidated Balance Sheets
 
June 30,
 
December 31,
In thousands, except share amounts (unaudited)
2014
 
2013
Assets
 
 
 
Current assets:
 
 
 
Cash and cash equivalents
$
59,754

 
$
82,193

Accounts receivable (net of allowance of $1,276 and $1,055
at June 30, 2014 and December 31, 2013, respectively)
28,399

 
32,270

Inventories
7,974

 
5,567

Prepaids and other current assets
8,181

 
5,618

Deferred income taxes, net
116

 
61

Assets held for sale
2,525

 

Assets of discontinued operations
36,658

 
42,716

Total current assets
143,607

 
168,425

Property, plant and equipment, at cost
488,364

 
488,998

Less accumulated depreciation
(420,056
)
 
(414,135
)
Property, plant and equipment, net
68,308

 
74,863

Intangible assets, net
554

 
241

Goodwill
24,582

 
24,582

Investments
8,511

 
7,333

Deferred income taxes, net
230

 
538

Other assets
4,098

 
3,236

Total assets
$
249,890

 
$
279,218

Liabilities and Shareholders’ Equity
 
 
 
Current liabilities:
 
 
 
Accounts payable
$
12,575

 
$
13,717

Accrued compensation and benefits
9,793

 
9,816

Other accrued expense
3,271

 
4,459

Advance subscription payments
14,555

 
14,842

Liabilities of discontinued operations
9,489

 
11,538

Total current liabilities
49,683

 
54,372

Long-term pension liabilities
44,187

 
50,082

Other post-employment benefits
2,659

 
2,730

Other liabilities
4,172

 
3,258

Shareholders’ equity:
 
 
 
Preferred stock, $.01 par value; Authorized 2,000,000 shares; none issued

 

Common stock, $.01 par value; Authorized 125,000,000 shares
 
 
 
Series A: issued 20,296,814 and 19,931,599 shares
at June 30, 2014 and December 31, 2013, respectively
203

 
199

Series B: issued 2,388,604 and 2,397,155 shares
at June 30, 2014 and December 31, 2013, respectively
24

 
24

Treasury stock, Series A, at cost; 695,285 and 495,200 shares held
at June 30, 2014 and December 31, 2013, respectively
(5,231
)
 
(3,113
)
Additional paid-in capital
498,890

 
496,682

Accumulated other comprehensive loss
(15,440
)
 
(15,093
)
Accumulated deficit
(329,585
)
 
(310,099
)
Total shareholders’ equity attributable to A. H. Belo Corporation
148,861

 
168,600

Noncontrolling interests
328

 
176

Total shareholders’ equity
149,189

 
168,776

Total liabilities and shareholders’ equity
$
249,890

 
$
279,218

See accompanying Notes to Condensed Consolidated Financial Statements.


A. H. Belo Corporation Second Quarter 2014 on Form 10-Q
PAGE 3

Table of Contents

A. H. Belo Corporation and Subsidiaries
Condensed Consolidated Statements of Shareholders’ Equity
 
Common Stock
 
Treasury Stock
 
 
 
 
In thousands, except share amounts (unaudited)
Shares
Series A
Shares
Series B
Amount
Additional
Paid-in
Capital
Shares Series A
Amount
Accumulated
Other
Comprehensive
Loss
Accumulated Deficit
Non-controlling Interests
Total
Balance at
December 31, 2012
19,651,830

2,401,556

$
221

$
495,528

(74,130
)
$
(350
)
$
(73,532
)
$
(319,862
)
$
55

$
102,060

Net loss







(6,841
)
(119
)
(6,960
)
Other comprehensive income






491



491

Capital contributions of noncontrolling interests








193

193

Treasury stock purchases




(234,031
)
(1,364
)



(1,364
)
Issuance of shares for restricted stock units
247,863


2

(2
)






Issuance of shares for stock option exercises
11,820



55






55

Income tax expense on options and RSUs



(34
)





(34
)
Share-based compensation



938






938

Conversion of Series B to Series A
1,256

(1,256
)








Dividends







(2,735
)

(2,735
)
Balance at
June 30, 2013
19,912,769

2,400,300

$
223

$
496,485

(308,161
)
$
(1,714
)
$
(73,041
)
$
(329,438
)
$
129

$
92,644

 
 
 
 
 
 
 
 
 
 
 
Balance at
December 31, 2013
19,931,599

2,397,155

$
223

$
496,682

(495,200
)
$
(3,113
)
$
(15,093
)
$
(310,099
)
$
176

$
168,776

Net income







17,943

(30
)
17,913

Other comprehensive loss






(347
)


(347
)
Capital contributions by noncontrolling interests








182

182

Treasury stock purchases




(200,085
)
(2,118
)



(2,118
)
Issuance of shares for restricted stock units
205,352


2

(2
)






Issuance of shares for stock option exercises
151,312


2

732






734

Income tax benefit on options and RSUs



844






844

Share-based compensation



634






634

Conversion of Series B to Series A
8,551

(8,551
)








Dividends







(37,429
)

(37,429
)
Balance at
June 30, 2014
20,296,814

2,388,604

$
227

$
498,890

(695,285
)
$
(5,231
)
$
(15,440
)
$
(329,585
)
$
328

$
149,189

See accompanying Notes to Condensed Consolidated Financial Statements.

PAGE 4
A. H. Belo Corporation Second Quarter 2014 on Form 10-Q

Table of Contents

A. H. Belo Corporation and Subsidiaries
Condensed Consolidated Statements of Cash Flows
 
 
Six Months Ended June 30,
In thousands (unaudited)
 
2014
 
2013
Operating Activities
 
 
 
 
Net Income (Loss)
 
$
17,913

 
$
(6,960
)
Adjustments to reconcile net loss to net cash provided by operations:
 
 
 
 
Net (income) loss from discontinued operations
 
(3,052
)
 
3,156

Depreciation and amortization
 
6,818

 
7,903

Net periodic benefit and contributions related to employee benefit plans
 
(6,260
)
 
(5,858
)
Share-based compensation
 
592

 
803

Deferred income taxes
 
933

 
259

Equity method investment gains
 
(19,065
)
 
(1,095
)
Loss on investment related activity, net
 
934

 

Write-off of unamortized debt issuance costs
 

 
401

Other operating activities
 
(566
)
 
185

Changes in working capital and other operating assets and liabilities, net
 
(3,546
)
 
3,093

Net cash (used for) provided by continuing operations
 
(5,299
)
 
1,887

Net cash provided by discontinued operations
 
8,260

 
4,936

Net cash provided by operating activities
 
2,961

 
6,823

Investing Activities
 
 
 
 
Capital expenditures, net
 
(2,717
)
 
(2,283
)
Purchase of investments
 
(2,098
)
 
(1,377
)
Investment distribution proceeds
 
18,861

 

Net cash provided by (used for) continuing investing activities
 
14,046

 
(3,660
)
Net cash used for discontinued investing activities
 
(633
)
 
(489
)
Net cash provided by (used for investing) activities
 
13,413

 
(4,149
)
Financing Activities
 
 
 
 
Dividends paid
 
(37,429
)
 
(2,735
)
Proceeds from exercise of stock options
 
734

 
55

Purchase of treasury stock
 
(2,118
)
 
(1,364
)
Capital contributions by noncontrolling interests
 

 
127

Net cash used for financing activities
 
(38,813
)
 
(3,917
)
Net increase (decrease) in cash and cash equivalents
 
(22,439
)
 
(1,243
)
Cash and cash equivalents at beginning of period
 
82,193

 
34,094

Cash and cash equivalents at end of period
 
$
59,754

 
$
32,851

See accompanying Notes to Condensed Consolidated Financial Statements.

A. H. Belo Corporation Second Quarter 2014 on Form 10-Q
PAGE 5

Table of Contents

A. H. Belo Corporation and Subsidiaries
Notes to Condensed Consolidated Financial Statements
Note 1: Summary of Significant Accounting Policies
Description of Business.    A. H. Belo Corporation and subsidiaries (“A. H. Belo” or the “Company”), headquartered in Dallas, Texas, is a leading local news and information publishing company with commercial printing, distribution and direct mail capabilities, as well as businesses with expertise in emerging media and digital marketing. With a continued focus on extending the Company’s media platform, A. H. Belo is able to deliver news and information in innovative ways to new audiences with diverse interests and lifestyles.
The Company publishes The Dallas Morning News (www.dallasnews.com), Texas’ leading newspaper and winner of nine Pulitzer Prizes; the Denton Record-Chronicle (www.dentonrc.com), a daily newspaper operating in Denton, Texas, and various niche publications targeting specific audiences. A. H. Belo offers digital marketing solutions through 508 Digital and Your Speakeasy, LLC and its investments include Classified Ventures, LLC, owner of cars.com, and Wanderful Media, LLC, owner of FindnSave.com.
Basis of Presentation.    These condensed consolidated financial statements include the accounts of A. H. Belo and its subsidiaries and were prepared in accordance with United States Generally Accepted Accounting Principles (“GAAP”) for interim financial information and in accordance with the Securities and Exchange Commission’s (“SEC”) instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Actual results could differ from those estimates. In the opinion of management, all adjustments considered necessary for a fair presentation are included. Transactions between the consolidated companies are eliminated and noncontrolling interests in less than wholly-owned subsidiaries were reflected in the consolidated financial statements. These condensed consolidated financial statements should be read in conjunction with the audited financial statements and footnotes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2013. Operating results for the three and six months ended June 30, 2014, may not be necessarily indicative of the results that may be expected for the year ending December 31, 2014. All dollar amounts are presented in thousands, except per share amounts, unless the context requires otherwise.
In July 2014, the Company entered into a definitive asset purchase agreement to dispose of substantially all of the assets and certain liabilities which comprise the newspaper operations of The Providence Journal, a daily newspaper in Providence, Rhode Island and the oldest continuously-published daily newspaper in the United States. In 2013, the Company completed the disposition of The Press‑Enterprise, a daily newspaper in Riverside, California, which serves the Inland Southern California region. As described in Note 3 – Discontinued Operations, these dispositions meet the criteria of discontinued operations as prescribed under Accounting Standards Codification 205 - Presentation of Financial Statements. Accordingly, presentation of current and prior period amounts in the condensed consolidated financial statements and notes thereto reflect continuing operations of the Company unless otherwise noted.
New Accounting Standards. The Financial Accounting Standards Board (“FASB”) recently issued Accounting Standards Update (“ASU”) No. 2013-11, Income Taxes (Topic 740): Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists, which generally requires an unrecognized tax benefit to be presented in the financial statements as a reduction to a deferred tax asset when a net operating loss or other tax credit carryforward exists. The assessment should be performed by taxing jurisdiction as of each reporting date. The update is effective for fiscal years and interim periods beginning after December 15, 2013. The implementation of this update did not have a material impact to the presentation of uncertain tax positions within the consolidated balance sheets.

PAGE 6
A. H. Belo Corporation Second Quarter 2014 on Form 10-Q

Table of Contents

In April 2014, the FASB issued ASU 2014-08, Presentation of Financial Statements (Topic 205) and Property, Plant, and Equipment (Topic 360) - Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity. Under this amendment, requirements for reporting discontinued operations have changed. Discontinued operations may include disposals of a business, nonprofit activity and component of an entity upon meeting certain other criteria. Disposals representing components of an entity must reflect a strategic shift that has a major effect on the entity’s operations and financial results. Previous conditions prohibiting the entity from having significant continuing involvement in the disposal group and requiring the elimination of operations and cash flows from ongoing operations of the entity have been removed. The update is effective on a prospective basis for disposals that occur within annual periods beginning on or after December 15, 2014, and interim periods in those years. The Company has entered a definitive asset purchase agreement to dispose of substantially all of the assets and certain liabilities which comprise the newspaper operations of The Providence Journal, and this transaction is expected to close in the third quarter of 2014. The operations of The Providence Journal are presented as a discontinued operation under the current accounting standards. The Company does not anticipate the implementation of this update to impact the presentation of discontinued operations within its financial statements.
In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606). This guidance generally clarifies the principles for recognizing revenue and develops a common revenue standard for GAAP and International Financial Reporting Standards. The standard outlines a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and supersedes the most current revenue recognition guidance. The core principle of the guidance is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The update is effective for fiscal years and interim periods beginning after December 15, 2016, and interim periods in those years. The Company is evaluating the impact of adoption and has not yet selected a transition method, but does not anticipate this update to have a material impact on its recognition and presentation of revenues within the consolidated statements of operations.
Note 2: Assets Held for Sale

Assets held for sale include long-lived assets being actively marketed for which a sale is considered probable within the next 12 months. These assets are recorded at the lower of their fair value less costs to sell or their carrying value at the time they are classified as Assets held for sale. As of June 30, 2014, the Company had entered into various agreements to sell certain buildings and land. These assets, with a total carrying value of $2,525, are reported as Assets held for sale as of June 30, 2014, as the related sales transactions have closed or are expected to close in the third quarter of 2014.
Note 3: Discontinued Operations

On July 22, 2014, The Providence Journal Company, a wholly-owned subsidiary of the Company, entered into an asset purchase agreement with LMG Rhode Island Holdings, Inc. (“LMG”), a subsidiary of New Media Investment Group Inc., for the (i) sale of substantially all of the assets comprising the newspaper operations of The Providence Journal and related real property located in Providence, Rhode Island, and (ii) assumption of certain liabilities by LMG, for $46,000 in cash (the “Purchase Price”). The Purchase Price is subject to adjustment either upward or downward based upon the net current assets being sold at the closing. The transaction is expected to close in the third quarter of 2014, subject to customary closing conditions including receipt of certain third-party consents. After selling and exit costs, the Company anticipates recording a pretax gain on this transaction between $11,000 and $14,000 in the third quarter of 2014.
Upon completion of the sale, the Company will continue to hold and market for sale certain land and buildings in Providence, Rhode Island, which currently serve as the administrative headquarters of The Providence Journal. The Company will also retain the obligation for the A. H. Belo Pension Plan II, which provides benefits to employees of The Providence Journal Company.
In the second through fourth quarters of 2013, the Company completed multiple transactions resulting in the disposition of The Press-Enterprise, including the sale of the newspaper operations, the production facility and related land, to Freedom Communications, Inc. (“Freedom Communications”) under a definitive asset purchase agreement. Upon completion of the divestiture, the Company no longer owns newspaper operations in Riverside, California. The disposition and the results of operations associated with The Press-Enterprise are reported as discontinued operations in the Company’s financial statements.


A. H. Belo Corporation Second Quarter 2014 on Form 10-Q
PAGE 7

Table of Contents

As a result of the above pending and completed transactions, the activity and balances of The Providence Journal and The Press-Enterprise as of June 30, 2014, are presented as discontinued operations. Major components of these amounts presented as discontinued operations in the condensed consolidated financial statements are set forth below.

 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
2014
 
2013
 
2014
 
2013
Income (loss) from discontinued operations
 
 
 
 
 
 
 
The Providence Journal
 
 
 
 
 
 
 
Revenue
$
22,318

 
$
22,073

 
$
43,512

 
$
42,706

Costs and expense
(20,172
)
 
(21,169
)
 
(40,389
)
 
(42,440
)
 
2,146

 
904

 
3,123

 
266

The Press-Enterprise
 
 
 
 
 
 
 
Revenue

 
13,317

 

 
25,849

Costs and expense

 
(14,673
)
 

 
(29,404
)
 

 
(1,356
)
 

 
(3,555
)
Income (loss) from discontinued operations
2,146

 
(452
)
 
3,123

 
(3,289
)
Gain (loss) related to the divestiture of discontinued operations
 
 
 
 
 
 
 
Gain (loss) on sale of The Press-Enterprise
153

 

 
(25
)
 

 
153

 

 
(25
)
 

Tax expense (benefit) from discontinued operations
 
 
 
 
 
 
 
The Providence Journal
30

 
(44
)
 
46

 
(97
)
The Press-Enterprise

 
(19
)
 

 
(36
)
 
30

 
(63
)
 
46

 
(133
)
Gain (loss) from discontinued operations
$
2,269

 
$
(389
)
 
$
3,052

 
$
(3,156
)

 
June 30,
 
December 31,
 
2014
 
2013
Assets of discontinued operations
 
 
 
The Providence Journal
 
 
 
Current assets
$
12,135

 
$
13,343

Property, plant and equipment, net
21,573

 
22,249

Other assets
2,950

 
5,491

Total
36,658

 
41,083

The Press-Enterprise
 
 
 
Current assets

 
1,633

Total

 
1,633

Total assets of discontinued operations
$
36,658

 
$
42,716

 
 
 
 
Liabilities of discontinued operations
 
 
 
The Providence Journal
 
 
 
Accrued expenses
$
5,152

 
$
5,168

Deferred revenue
4,337

 
4,342

Total
9,489

 
9,510

The Press-Enterprise
 
 
 
Accrued expenses

 
2,028

Total

 
2,028

Total liabilities of discontinued operations
$
9,489

 
$
11,538


PAGE 8
A. H. Belo Corporation Second Quarter 2014 on Form 10-Q

Table of Contents

Note 4: Goodwill and Intangible Assets
The Company records goodwill and intangible assets from its previous acquisitions. The carrying value of goodwill was $24,582 as of June 30, 2014 and December 31, 2013.
As of June 30, 2014 and 2013, the carrying value of customer relationships amortized over an estimated useful life of three years, is set forth in the table below.
 
June 30,
 
December 31,
 
2014
 
2013
Gross intangible assets
$
735

 
$
362

Accumulated amortization
(181
)
 
(121
)
Net balance
$
554

 
$
241

Note 5: Investments
The Company owns investment interests in various entities which are recorded under the equity method or cost method of accounting, or consolidated if the Company holds a controlling financial interest. Under the equity method, the Company records its share of the investee’s earnings or losses each period in the consolidated statements of operations. Under the cost method, the Company records earnings or losses when such amounts are realized. The carrying value of equity method and cost method investments is set forth in the table below.
 
June 30,
 
December 31,
 
2014
 
2013
Equity method investments
$
7,579

 
$
6,401

Cost method investments
932

 
932

Total investments
$
8,511

 
$
7,333


Equity method investments. Investments recorded under the equity method of accounting include the following:
Classified Ventures, LLC The Company owns a 3.3 percent interest in Classified Ventures, in which the other owners are Gannett Co., Inc., The McClatchy Company, Tribune Company and Graham Holdings Company. The principal business operations of Classified Ventures is cars.com.
Wanderful Media, LLC The Company owns a 13.0 percent interest in Wanderful, which operates FindnSave.com, a digital shopping platform where consumers can find national and local retail goods and services for sale. This platform combines local media participation with advanced search and database technology to allow consumers to view local advertised offers and online sales circulars or search for an item and receive a list of local advertisers and the price and terms offered for the searched item.
Net gains (losses) on equity method investments were $18,567 and $546 for the three months ended June 30, 2014 and 2013, respectively, and $18,159 and $1,095 for the six months ended June 30, 2014 and 2013, respectively.  Gains in the three and six months ended June 30, 2014, included an $18,532 gain related to Classified Ventures’ sale of apartments.com, offset by a first quarter impairment charge of $934 related to the Company's investment in Wanderful Media. The Company determined that an other-than-temporary decline occurred in the value of the investment after evaluating the estimated fair value of the investee as determined by an independent valuation specialist. The Company attributes the impairment primarily to a decline in business related to Wanderful Media’s legacy products. The Company believes the carrying value of this investment as of June 30, 2014, is recoverable based on the investment’s future business prospects and an additional contribution of $1,909 was made in the second quarter of 2014.

A. H. Belo Corporation Second Quarter 2014 on Form 10-Q
PAGE 9

Table of Contents

Summarized financial information provided for equity method investments determined to be significant to the Company’s operations for the three and six months ended June 30, 2014 and 2013, is set forth in the table below.
 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
2014
 
2013
 
2014
 
2013
Classified Ventures
 
 
 
 
 
 
 
Revenue
$
115,233

 
$
101,293

 
$
227,935

 
$
198,620

Gross Profit
103,483

 
91,966

 
203,775

 
180,198

Net Income from Continuing Operations
10,782

 
18,411

 
29,856

 
31,440

Net Income
574,774

 
26,773

 
600,337

 
50,837

 
 
 
 
 
 
 
 
Wanderful Media
 
 
 
 
 
 
 
Revenue
$
1,208

 
$
1,340

 
$
2,349

 
$
2,673

Gross Profit
975

 
1,094

 
1,885

 
2,129

Net Loss
(2,284
)
 
(2,191
)
 
(4,791
)
 
(4,505
)
Note 6: Long-term Incentive Plans
A. H. Belo sponsors a long-term incentive plan under which 8,000,000 common shares are authorized for equity based awards. Awards under the plan may be granted to A. H. Belo employees and outside directors in the form of non-qualified stock options, incentive stock options, restricted shares, restricted stock units (“RSUs”), performance shares, performance units or stock appreciation rights. In addition, stock options may be accompanied by full and limited stock appreciation rights. Rights and limited stock appreciation rights may also be issued without accompanying stock options.
Stock Options.    The table below sets forth a summary of stock option activity under the A. H. Belo long-term incentive plan.
 
Number of
Options
 
Weighted-Average
Exercise Price
Outstanding at December 31, 2013
910,533

 
$
15.29

Exercised
(151,312
)
 
4.85

Canceled
(29,868
)
 
26.34

Outstanding at June 30, 2014
729,353

 
$
17.00

 
 
 
 
Vested and exercisable at June 30, 2014
729,353

 
$
17.00


The vested and exercisable weighted average remaining contractual term of A. H. Belo stock options outstanding as of June 30, 2014, was 2.1 years. The expense associated with all outstanding options was fully recognized in prior years.

PAGE 10
A. H. Belo Corporation Second Quarter 2014 on Form 10-Q

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Restricted Stock Units. Under A. H. Belo’s long-term incentive plan, the Company’s board of directors periodically awards RSUs. The RSUs have service and/or performance conditions and vest over a period up to three years. Upon vesting, the RSUs are redeemed 60 percent in A. H. Belo Series A common stock and 40 percent in cash. As of June 30, 2014, the liability for the portion of the award to be redeemed in cash was $1,957. The table below sets forth a summary of RSU activity under the A. H. Belo long-term incentive plan.
 
Total
RSUs
 
Issuance of
Common
Stock
 
RSUs
Redeemed in
Cash
 
Cash
Payments at
Closing Price
of Stock
 
Weighted-
Average Price
on Date of
Grant
Non-vested at December 31, 2013
728,818

 
 
 
 
 
 
 
$
5.59

Granted
123,232

 
 
 
 
 
 
 
11.85

Vested
(342,274
)
 
205,352

 
136,922

 
$
1,450

 
6.07

Non-vested at June 30, 2014
509,776

 
 
 
 
 
 
 
$
6.78

A. H. Belo recognizes compensation expense for RSUs issued to its employees and directors under its long-term incentive plan on a straight-line basis over the vesting period of the award, as set forth in the table below.
 
RSUs Redeemable in Stock
 
RSUs Redeemable in Cash
 
Total RSU Awards Expense
Three months ended June 30,
 
 
 
 
 
2014
$
105

 
$
150

 
$
255

2013
123

 
310

 
433

 
 
 
 
 
 
Six months ended June 30,
 
 
 
 
 
2014
$
592

 
$
1,333

 
$
1,925

2013
803

 
1,004

 
1,807

Note 7: Long-term Debt
In January 2013, the Company voluntarily terminated its credit agreement as cash flows from operations were sufficient to meet liquidity requirements and the credit agreement had not been drawn upon since 2009. All liens and security interests under the credit agreement were released and no early termination penalties were incurred by the Company as a result of the termination. Unamortized debt issuance costs of $401 were recorded to interest expense during the six months ended June 30, 2013, as a result of the termination.
Note 8: Income Taxes
Income taxes are recorded using the asset and liability method. The provision for taxes reflects the Company’s estimate of the effective rate expected to be applicable for the full fiscal year, adjusted for any discrete transactions which are reported in the period in which they occur. The estimated effective tax rate is re-evaluated each quarter based on the Company’s estimated tax expense for the year.
The Company recognized income tax expense from continuing operations of $1,428 and $500 for the three months ended June 30, 2014 and 2013, respectively, and $2,319 and $989 for the six months ended June 30, 2014 and 2013, respectively. Tax expense represents effective income tax rates from continuing operations of 6.8 percent percent and 24.9 percent, for the three months ended June 30, 2014 and 2013, respectively, and 13.5 percent and (35.1) percent for the six months ended June 30, 2014 and 2013, respectively. Tax expense for 2014 and 2013 was primarily attributable to state income tax expense and changes in the valuation allowance on deferred taxes.
The Company currently projects taxable income for the year ending December 31, 2014, for federal income tax purposes and in certain state income tax jurisdictions. The Company has net operating losses that can be carried forward to offset future taxable income. The Company’s net operating loss carryforwards begin to expire in 2016 if not utilized.

A. H. Belo Corporation Second Quarter 2014 on Form 10-Q
PAGE 11

Table of Contents

Note 9: Pension and Other Retirement Plans
Defined Benefit Plans. The Company sponsors two defined benefit pension plans, A. H. Belo Pension Plans I and II (collectively the “A. H. Belo Pension Plans”). A. H. Belo Pension Plan I provides benefits to certain employees primarily employed with The Dallas Morning News or the A. H. Belo corporate offices. A. H. Belo Pension Plan II provides benefits to certain employees at The Providence Journal. This pension obligation will be retained by the Company upon the sale of the newspaper operations of The Providence Journal.
The Company made required contributions of $2,186 and $1,940 during the three months ended June 30, 2014 and 2013, respectively, and $4,126 and $2,336 during the six months ended June 30, 2014 and 2013, respectively, to the A. H. Belo Pension Plans. In July 2014, the Company accelerated payment of its remaining 2014 required contributions and paid approximately $5,801. No further contributions are required in 2014, as the Company met minimum funding requirements for the year.
Net Periodic Pension Benefit
The Company estimates net periodic pension expense or benefit based on the expected return on plan assets, the interest on projected pension obligations and the amortization of actuarial gains and losses in accumulated other comprehensive loss, if required. The table below sets forth components of net periodic pension benefit.
 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
2014
 
2013
 
2014
 
2013
Interest cost
$
4,330

 
$
3,999

 
$
8,660

 
$
7,998

Expected return on plans' assets
(5,215
)
 
(4,891
)
 
(10,430
)
 
(9,782
)
Amortization of actuarial loss

 
426

 

 
851

Net periodic pension benefit
$
(885
)
 
$
(466
)
 
$
(1,770
)
 
$
(933
)

Defined Contribution Plans. The A. H. Belo Savings Plan (“Savings Plan”), a defined contribution 401(k) plan, covers substantially all employees of A. H. Belo. The Company provides an ongoing dollar-for-dollar match of eligible employee contributions, up to 1.5 percent of the employees’ compensation on a per-pay-period basis. During the three months ended June 30, 2014 and 2013, the Company recorded expense of $268 and $258, respectively, and during the six months ended June 30, 2014 and 2013, the Company recorded expense of $521 and $515, respectively, for matching contributions to this plan.
The Company sponsored the A. H. Belo Pension Transition Supplement Plan (“PTS Plan”), a defined contribution plan, which covered certain employees affected by the curtailment of a defined benefit plan sponsored by the former parent company.  The Company was obligated to make contributions to this plan based on the earnings of actively employed participants for a period of five years, which concluded on March 31, 2013. Contributions of $1,090 paid in the second quarter of 2013 represent benefits accrued through March 31, 2013. The Company made contributions of $2,826 in the six months ended June 30, 2013. No further obligations exist under this Plan. As a result of fulfilling its obligations to the PTS Plan and in order to achieve efficient administration of the Company's defined contribution plans, the PTS Plan was merged into the A. H. Belo Savings Plan on July 1, 2013. Accordingly, individual participant account balances within the PTS Plan were transferred to their respective accounts in the A. H. Belo Savings Plan and the PTS Plan has ceased to exist as a stand-alone benefit plan of the Company.

PAGE 12
A. H. Belo Corporation Second Quarter 2014 on Form 10-Q

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Note 10: Shareholders’ Equity
Accumulated other comprehensive loss. Accumulated other comprehensive loss contains actuarial gains and losses associated with the A. H. Belo Pension Plans and gains and losses resulting from negative plan amendments and other actuarial experience related to other post-employment benefit plans. The Company records amortization of accumulated other comprehensive loss in employee compensation and benefits in its consolidated statements of operations. Gains and losses associated with the A. H. Belo Pension Plans are amortized over the weighted average remaining life expectancy of the participants. Gains and losses associated with the Company’s other post-employment benefit plans are amortized over the average remaining service period of active plan participants. The net deferred tax assets associated with accumulated other comprehensive loss are fully reserved.
In 2014, the Company did not amortize actuarial losses in accumulated other comprehensive loss associated with the Company’s pension plans as the balance of these losses as of December 31, 2013, no longer fell outside the corridor requiring amortization. The tables below set forth the changes in accumulated other comprehensive loss, net of taxes.
 
Three Months Ended June 30,
 
2014
 
2013
 
Total
 
Defined benefit pension plans
 
Other post-employment benefit plans
 
Total
 
Defined benefit pension plans
 
Other post-employment benefit plans
Balance, beginning of period
$
(15,266
)
 
$
(16,059
)
 
$
793

 
$
(73,287
)
 
$
(74,507
)
 
$
1,220

Amortization
(174
)
 

 
(174
)
 
246

 
426

 
(180
)
Balance, end of period
$
(15,440
)
 
$
(16,059
)
 
$
619

 
$
(73,041
)
 
$
(74,081
)
 
$
1,040

 
 
 
 
 
 
 
 
 
 
 
 
 
Six Months Ended June 30,
 
2014
 
2013
 
Total
 
Defined benefit pension plans
 
Other post-employment benefit plans
 
Total
 
Defined benefit pension plans
 
Other post-employment benefit plans
Balance, beginning of period
$
(15,093
)
 
$
(16,059
)
 
$
966

 
$
(73,532
)
 
$
(74,932
)
 
$
1,400

Amortization
(347
)
 

 
(347
)
 
491

 
851

 
(360
)
Balance, end of period
$
(15,440
)
 
$
(16,059
)
 
$
619

 
$
(73,041
)
 
$
(74,081
)
 
$
1,040


Dividends. During the three months ended June 30, 2014 and 2013, the Company recorded and paid dividends of $35,624 and $1,368, respectively. During the six months ended June 30, 2014 and 2013 , the Company recorded and paid dividends of $37,429 and $2,735, respectively. Dividends paid in the three and six months ended June 30, 2014, include a special dividend of $1.50 per share totaling $33,819.
On May 15, 2014, the Company announced a quarterly dividend of $0.08 per share to shareholders of record and holders of RSUs as of the close of business on August 15, 2014, payable on September 5, 2014.
Treasury Stock. The Company’s board of directors has authorized a share repurchase program for the purchase of up to 1,500,000 shares of the Company’s Series A or Series B common stock through open market purchases, privately negotiated transactions or otherwise. During the three months ended June 30, 2014 and 2013, the Company purchased 124,857 and 121,982 shares of Series A common stock for $1,443 and $767, respectively. During the six months ended June 30, 2014 and 2013, the Company purchased 200,085 and 234,031 shares of the Company's Series A common stock for $2,118 and $1,364, respectively. All purchases were made through open market transactions and were recorded as treasury stock.

A. H. Belo Corporation Second Quarter 2014 on Form 10-Q
PAGE 13

Table of Contents

Note 11: Earnings Per Share
The table below sets forth the reconciliations for net loss and weighted average shares used for calculating basic and diluted earnings per share. The Company’s Series A and B common stock equally share in the distributed and undistributed earnings.
 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
2014
 
2013
 
2014
 
2013
Earnings (numerator)
 
 
 
 
 
 
 
Net income (loss) attributable to A. H. Belo Corporation
$
21,980

 
$
1,181

 
$
17,943

 
$
(6,841
)
Less: Income (loss) from discontinued operations, net
2,269

 
(389
)
 
3,052

 
(3,156
)
Less: Income to participating securities
811

 
44

 
869

 
93

Net income (loss) available to common shareholders from continuing operations
$
18,900

 
$
1,526

 
$
14,022

 
$
(3,778
)
 
 
 
 
 
 
 
 
Shares (denominator)
 
 
 
 
 
 
 
Weighted average common shares outstanding (basic)
22,014,125

 
22,041,414

 
21,946,256

 
22,037,132

Effect of dilutive securities
107,570

 
93,748

 
118,083

 

Adjusted weighted average shares outstanding (diluted)
22,121,695

 
22,135,162

 
22,064,339

 
22,037,132

 
 
 
 
 
 
 
 
Earnings (loss) per share from continuing operations
 
 
 
 
 
 
 
Basic
$
0.86

 
$
0.07

 
$
0.64

 
$
(0.17
)
Diluted
$
0.85

 
$
0.07

 
$
0.64

 
$
(0.17
)
The Company considers outstanding stock options and RSUs in the calculation of its earnings per share. A total of 995,709 options and RSUs outstanding during the three and six months ended June 30, 2014, and 1,731,290 and 1,902,642 options and RSUs outstanding during the three and six months ended June 30, 2013, respectively, were excluded from the calculation because either they did not affect the earnings per share for common shareholders or the effect was anti-dilutive.
Note 12: Contingencies
A number of legal proceedings are pending against A. H. Belo. In the opinion of management, liabilities, if any, arising from these legal proceedings would not have a material adverse effect on A. H. Belo’s results of operations, liquidity or financial condition.
Note 13: Subsequent Events
As discussed in Note 3 – Discontinued Operations, in July 2014, the Company entered into a definitive asset purchase agreement to sell substantially all of the assets and certain liabilities which comprise the newspaper operations of The Providence Journal. As a result of this pending transaction, the results of operations associated with The Providence Journal are reported as discontinued operations in the Company’s financial statements.
In July 2014, the Company sold its last remaining real estate in Riverside, California, comprised of land and a building that formerly served as a commercial printing operation. Net sales proceeds of $1,607 were received in the third quarter of 2014, upon the closing of the transaction, generating a gain of approximately $250.
In June 2014, the Company settled a lawsuit regarding a dispute over commercial printing related to its former printing operation in southern California. Under the settlement agreement, the Company will receive two cash payments totaling $500, of which the first payment of $250 was received in July 2014.

PAGE 14
A. H. Belo Corporation Second Quarter 2014 on Form 10-Q

Table of Contents

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following information should be read in conjunction with the Company’s Condensed Consolidated Financial Statements and related Notes filed as part of this report. All dollar amounts are presented in thousands, except per share amounts, unless the context requires otherwise.
OVERVIEW
A. H. Belo (NYSE trading symbol: AHC), headquartered in Dallas, Texas, is a leading local news and information publishing company with commercial printing, distribution and direct mail capabilities, as well as businesses with expertise in emerging media and digital marketing. With a continued focus on extending the Company’s media platform, A. H. Belo is able to deliver news and information in innovative ways to new audiences with diverse interests and lifestyles.
The Company publishes The Dallas Morning News (www.dallasnews.com), Texas’ leading newspaper and winner of nine Pulitzer Prizes; the Denton Record-Chronicle (www.dentonrc.com), a daily newspaper operating in Denton, Texas, and various niche publications targeting specific audiences. A. H. Belo offers digital marketing solutions through 508 Digital and Your Speakeasy, LLC and its investments include Classified Ventures, LLC, owner of cars.com, and Wanderful Media, LLC, owner of FindnSave.com.
A. H. Belo intends for the discussion of its financial condition and results of operations that follows to provide information that will assist in understanding its 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 its financial statements.
Certain current and prior year amounts have been recast to reflect the discontinued operations related to The Providence Journal and The Press-Enterprise as discussed on page 22. Amounts in Management’s Discussion and Analysis reflect continuing operations of the Company unless otherwise noted. The results from continuing operations consist primarily of The Dallas Morning News and corporate operations.

Overview of Second Quarter 2014 Significant Transactions
This section contains a discussion and analysis of net operating revenue, expense and other information relevant to an understanding of results of operations for the three and six months ended June 30, 2014 and 2013.
Second quarter and year-to-date results for 2014 compared to 2013 reflect improvements in net operating revenue trends. For the first time since the 2008 spin-off of the Company from its former parent company, year-over-year quarterly revenue increased. Net operating revenue for the three and six months ended June 30, 2014, increased (decreased) by 0.2 percent and (1.2) percent, respectively, from the same periods in 2013. These improved trends are primarily due to growth in the Company’s printing and marketing services revenues.
The Company continues its efforts to diversify revenues through leveraging its brand, its personnel and its infrastructure in both organic new product development and in pursuit of acquisitions of related marketing services companies. In March 2014, The Dallas Morning News began printing the Fort Worth Star-Telegram, a major metropolitan newspaper, at its Plano, Texas production facility. The agreement between The Dallas Morning News, Inc. and Star-Telegram, Inc. is for an initial term of 10 years and has a renewal option to extend the contract.
In 2013 and 2014, the Company renewed efforts to optimize print circulation revenue by increasing print subscription rates. These rate increases, implemented at the The Dallas Morning News, have offset declines in circulation volumes.
In April 2014, Classified Ventures, an equity method investee, sold its apartments.com business unit for $585,000. The Company received a cash distribution of $18,861 for its portion of the net sales proceeds and recorded a gain of approximately $18,532 in the second quarter of 2014. The Company expects related federal income taxes to be minimal as a result of previously incurred net operating losses and is finalizing its estimate of state taxes.
Losses in 2014 include a $934 impairment charge related to the Company's investment in Wanderful Media, reducing the carrying value of the investment to $3,364. The Company determined that an other-than-temporary decline in the value of the investment occurred after evaluating the estimated fair value of the investee as determined by an independent valuation specialist. The Company attributes the impairment primarily to a decline in business related to Wanderful Media’s legacy products. The Company believes the carrying value of this investment as of June 30, 2014, is recoverable based on the investment’s future business prospects and an additional contribution of $1,909 was made in the second quarter of 2014.

A. H. Belo Corporation Second Quarter 2014 on Form 10-Q
PAGE 15

Table of Contents

The Company declared and paid a special divided of $1.50 per share in the second quarter of 2014 in order to return to shareholders cash held by the Company which exceeded forecasted liquidity requirements for operations, investing and financing activities. The special dividend resulted in payments of $33,819, to shareholders and holders of RSUs.
In addition to the above, the following significant transactions and events affected A. H. Belo’s results of operations and financial position during the second quarter of 2014.
Required contributions of $2,186 were made to the A. H. Belo Pension Plans in the second quarter of 2014, reflecting an increase from the $1,940 of contributions made in the second quarter of 2013.
A quarterly dividend of $0.08 per share, or $1,805, was recorded and paid to shareholders of record and holders of RSUs. The Company also announced in May 2014 a dividend of $0.08 per share payable on September 5, 2014, to shareholders of record and holders of RSUs as of the close of business on August 15, 2014.
The Company purchased 124,857 of its Series A common shares during the quarter through open market transactions for $1,443.






PAGE 16
A. H. Belo Corporation Second Quarter 2014 on Form 10-Q

Table of Contents

RESULTS OF CONTINUING OPERATIONS
The table below sets forth the components of A. H. Belo’s net operating revenue.
 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
2014
 
Percent
of Total
Revenue
 
Percentage
Change
 
2013
 
Percent
of Total
Revenue
 
2014
 
Percent
of Total
Revenue
 
Percentage
Change
 
2013
 
Percent
of Total
Revenue
Advertising and marketing services
$
40,251

 
58.2
%
 
(4.7
)%
 
$
42,223

 
61.1
%
 
$
77,977

 
58.3
%
 
(4.8
)%
 
$
81,886

 
60.6
%
Display
13,383

 
 
 
(7.1
)%
 
14,409

 
 
 
24,781

 
 
 
(12.8
)%
 
28,418

 
 
Classified
5,841

 
 
 
(8.6
)%
 
6,390

 
 
 
11,910

 
 
 
(4.7
)%
 
12,500

 
 
Preprint
13,242

 
 
 
(4.9
)%
 
13,926

 
 
 
25,778

 
 
 
(4.8
)%
 
27,083

 
 
Digital
7,785

 
 
 
3.8
 %
 
7,498

 
 
 
15,508

 
 
 
11.7
 %
 
13,885

 
 
Circulation
21,227

 
30.6
%
 
(0.1
)%
 
21,257

 
30.8
%
 
42,239

 
31.6
%
 
 %
 
42,237

 
31.2
%
Printing and distribution
7,783

 
11.2
%
 
37.9
 %
 
5,643

 
8.1
%
 
13,437

 
10.1
%
 
21.0
 %
 
11,106

 
8.2
%
 
$
69,261

 
100.0
%
 
0.2
 %
 
$
69,123

 
100.0
%
 
$
133,653

 
100.0
%
 
(1.2
)%
 
$
135,229

 
100.0
%
Advertising and Marketing Services Revenue
Advertising and marketing services revenue decreased by 4.7 percent and 4.8 percent for the three and six months ended June 30, 2014, respectively, primarily due to lower display, classified and preprint advertising revenue. The Company has responded to the continuing decline in print advertising revenues through the development of new business offerings providing marketing services to small and middle market companies. These services provided by 508 Digital and Speakeasy, which commenced operations in 2012, offset 76 percent and 69 percent of realized declines in advertising revenues for the three and six months ended June 30, 2014. As the Company expects print advertising revenues to sustain continued challenges in future periods, additional opportunities to develop or acquire new businesses will be sought which will complement existing assets and resources and leverage from the Company’s brand equity.
Display – Revenue decreased for the three months ended June 30, 2014, due to lower retail advertising driven by volume declines in most categories except sporting goods and other, partially offset by improved rates in most categories; and lower general advertising due to volume declines in all categories except technology, partially offset by rate increases in technology and other. Revenue decreased for the six months ended June 30, 2014, due to lower retail advertising due to volume declines in most categories except sporting goods, partially offset by improved rates in electronics and sporting goods; and lower general advertising due to volume declines in all categories except technology, partially offset by rate increases in technology, automotive and other.
Classified – Revenue decreased for the three months ended June 30, 2014, due to volume declines in all categories, offset by higher rates in all categories except other and automotive. Revenue decreased for the six months ended June 30, 2014, due to volume declines in all categories, offset by rate increases in all categories except other.
Preprint – Revenue decreased for the three and six months ended June 30, 2014, due to a decline in the volume of preprint newspaper inserts, consistent with the decline in circulation volumes. The decline was partially offset by higher volumes in home delivery mail advertisements.
Digital – Revenue increased for the three and six months ended June 30, 2014, due to higher marketing services revenue associated with 508 Digital and Speakeasy, and also due to real estate and other classified advertising for the six months ended June 30, 2014. Marketing services revenue grew by $513 and $1,393 in the three and six months ended June 30, 2014, respectively, which reflects an 81.7 percent and 153.1 percent growth, respectively, over these recorded revenues in the same periods in 2013.
Revenues also include the Company’s niche publications which expand its advertising platform to nonsubscribers of The Dallas Morning News’ core newspaper. This revenue is a component of total display, classified, preprint and digital revenue discussed above. In three months ended June 30, 2014 and 2013, advertising revenue for niche publications was $5,148 and $5,476, respectively. In six months ended June 30, 2014 and 2013, advertising revenue for niche publications was $10,674 and $10,985, respectively. Revenue remained relatively flat with slight decreases primarily due to a decline in preprint advertising.


A. H. Belo Corporation Second Quarter 2014 on Form 10-Q
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Circulation Revenue
Circulation revenue for the three and six months ended June 30, 2014, remained flat compared to 2013 primarily due to decreased volumes in home delivery and single copy sales mostly offset by higher home delivery rates as the Company continues to recover the costs of providing quality news coverage through strategic price increases. For the three and six months ended June 30, 2014, home delivery and single copy volumes decreased by an average of 8.6 percent and 12.2 percent, respectively. These declines were offset by home delivery and single copy average rate increases of 8.8 percent and 5.0 percent, respectively.
Printing and Distribution Revenue
Revenue increased 37.9 percent and 21.0 percent for the three and six months ended June 30, 2014, respectively, due to the commencement of printing services in March 2014 for the Fort Worth Star-Telegram, and due to expanded printing of local community newspapers. Revenue from the Star-Telegram provided $2,234 and $2,787 in additional revenue for the three and six months ended June 30, 2014, respectively, and is expected to add approximately $7,000 in printing and inserting revenues annually. These increases were partially offset by lower printing revenues associated with national publications.


PAGE 18
A. H. Belo Corporation Second Quarter 2014 on Form 10-Q

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Operating Costs and Expense from Continuing Operations
The table below sets forth the components of the Company’s operating expense.
 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
2014
 
Percentage
Change
 
2013
 
2014
 
Percentage
Change
 
2013
Operating Costs and Expense
 
 
 
 
 
 
 
 
 
 
 
Employee compensation and benefits
$
25,722

 
(3.7
)%
 
$
26,702

 
$
53,886

 
(4.7
)%
 
$
56,538

Other production, distribution and operating costs
29,640

 
4.2
 %
 
28,436

 
58,084

 
1.7
 %
 
57,129

Newsprint, ink and other supplies
8,114

 
(5.6
)%
 
8,592

 
16,102

 
(5.9
)%
 
17,114

Depreciation
3,348

 
(15.5
)%
 
3,964

 
6,758

 
(13.8
)%
 
7,843

Amortization
30

 
 %
 
30

 
60

 
 %
 
60

Total operating costs and expense
$
66,854

 
(1.3
)%
 
$
67,724

 
$
134,890

 
(2.7
)%
 
$
138,684

Employee compensation and benefits – Employee compensation and benefits decreased in the three and six months ended June 30, 2014, by $980 and $2,652, respectively. For these periods, savings included lower salary expense of $715 and $1,045, respectively, primarily due to headcount reductions at the Company’s newspapers and corporate operations; lower sales commissions of $667 and $1,056, respectively, as a result of lower sales and changes to the commission structure in the fourth quarter of 2013; lower pension expense of $603 in the six months ended June 30, 2014, due to the Company fulfilling its obligation to accrue benefits for the PTS Plan at the end of the first quarter of 2013; and pension expense savings of $419 and 837 in the three and six months ended June 30, 2014, respectively, due to the expected return on increased plan assets and the balance of actuarial losses in accumulated other comprehensive loss falling below the corridor required for amortization. These reductions were partially offset by increased direct compensation and benefits of $328 and $472, respectively, associated with the commencement of printing operations for the Fort Worth Star-Telegram at the Company’s Plano, Texas production facility.
Other production, distribution and operating costs – Expense increased in the three and six months ended June 30, 2014, due to higher delivery costs to distribution centers and temporary labor costs of $1,033 and $1,413, respectively, associated with startup of printing operations for the Fort Worth Star-Telegram. Expenses were also higher due to higher third-party costs as the Company’s marketing services operations continue to grow. These increases were partially offset by lower retail marketing expense and lower distribution costs associated for home delivery and single copy sales of Company newspapers, consistent with lower circulation volumes. The Company also realized lower property and sales tax expense in these periods due to negotiated refunds related to prior periods.
Newsprint, ink and other supplies – Expense decreased in the three and six months ended June 30, 2014, due to reduced newsprint costs associated with lower circulation volumes of Company and certain third party newspapers. Newsprint consumption for the three months ended June 30, 2014 and 2013, was approximately 6,104 and 7,154 metric tons, respectively, and the average cost per metric ton of newsprint was $619 and $628, respectively. Newsprint consumption for the six months ended June 30, 2014 and 2013, was approximately 12,119 and 14,196 metric tons, respectively, and the average cost per metric ton of newsprint was $619 and $634, respectively. Supplement costs also decreased due to reduced outside publications for resell. These decreases were partially offset by higher ink and production materials costs associated with the commencement of printing operations for the Fort Worth Star-Telegram at the Company’s Plano, Texas productions facility.
Depreciation – Expense decreased in 2014 due to a lower depreciable asset base as capital expenditures continue to decline.
Amortization – Expense was flat year-over-year.

A. H. Belo Corporation Second Quarter 2014 on Form 10-Q
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Other
The table below sets forth the other components of the Company’s results of continuing operations.
 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
2014
 
Percentage
Change
 
2013
 
2014
 
Percentage
Change
 
2013
Other Income (Expense), Net
 
 
 
 
 
 
 
 
 
 
 
Gains on equity method investments, net
$
18,567

 
3,300.5
 %
 
$
546

 
$
18,159

 
1,558.4
 %
 
$
1,095

Interest expense

 
(100.0
)%
 
(8
)
 

 
(100.0
)%
 
(419
)
Other income (loss), net
141

 
107.4
 %
 
68

 
258

 
816.7
 %
 
(36
)
Total other income, net
$
18,708

 
2,987
 %
 
$
606

 
$
18,417

 
2,778
 %
 
$
640

 
 
 
 
 
 
 
 
 
 
 
 
Income Tax Provision
$
1,428

 
185.6
 %
 
$
500

 
$
2,319

 
134.5
 %
 
$
989

Gains on equity method investments, net – Gains on equity method investments increased by $18,021 and $17,064 in the three and six months ended June 30, 2014, primarily due to an $18,532 gain related to Classified Ventures’ sale of apartments.com. This gain was partially offset by a $934 impairment charge in the first quarter of 2014 related to the Company's investment in Wanderful Media. The Company determined that an other-than-temporary decline in the value of the investment occurred based on the Company’s respective share of the estimated fair value of the investee. The Company attributes the impairment primarily to a decline in business related to Wanderful Media’s legacy products. The Company believes the carrying value of this investment as of June 30, 2014, is recoverable based on the investment’s future business prospects.
Interest expense – In the first quarter of 2013, the Company amortized $401 of remaining debt issuance costs associated with the voluntary termination of the Company’s credit agreement.
Tax provision – Tax provision for 2014 and 2013 is primarily due to franchise and state income tax expense and changes in the valuation allowance. See the Condensed Consolidated Financial Statements, Note 8 – Income Taxes.
Earnings and Adjusted Earnings before Interest, Taxes, Depreciation and Amortization from Continuing Operations
In addition to net income (loss) from continuing operations, the Company also evaluates earnings before interest, taxes, depreciation and amortization (“EBITDA”) which is presented for continuing operations by adjusting for discontinued operations and losses attributable to noncontrolling interests. Adjusted EBITDA is calculated, as applicable, by adding back to EBITDA non-cash impairment expense and net investment-related gains and losses.
 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
2014
 
2013
 
2014
 
2013
Net Income (Loss) Attributable to A. H. Belo Corporation
$
21,980

 
$
1,181

 
$
17,943

 
$
(6,841
)
Less: Gain (loss) from discontinued operations, net
2,269

 
(389
)
 
3,052

 
(3,156
)
Plus: Net loss attributable to noncontrolling interests
(24
)
 
(65
)
 
(30
)
 
(119
)
Income (loss) from continuing operations
19,687

 
1,505

 
14,861

 
(3,804
)
Depreciation and amortization
3,378

 
3,994

 
6,818

 
7,903

Interest expense

 
8

 

 
419

Income tax provision
1,428

 
500

 
2,319

 
989

EBITDA from Continuing Operations
24,493

 
6,007

 
23,998

 
5,507

Addback:
 
 
 
 
 
 
 
Net investment-related gains
(18,532
)
 

 
(17,598
)
 

Adjusted EBITDA from Continuing Operations
$
5,961

 
$
6,007

 
$
6,400

 
$
5,507


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A. H. Belo Corporation Second Quarter 2014 on Form 10-Q

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Neither EBITDA nor Adjusted EBITDA is a measure of financial performance under generally accepted accounting principles (“GAAP”). Management uses EBITDA, Adjusted EBITDA and similar measures in internal analyses as supplemental measures of the Company’s financial performance, and for performance comparisons against its peer group of companies. Adjusted EBITDA is also used by management to evaluate the cash flows available for capital spending, investing, pension contributions (required and voluntary), dividends and other equity-related transactions. Neither EBITDA nor Adjusted EBITDA should be considered in isolation or as a substitute for cash flows provided by operating activities or other income or cash flow data prepared in accordance with GAAP, and these non-GAAP measures may not be comparable to similarly-titled measures of other companies.
In previous periods, the Company added back pension expense in the determination of Adjusted EBITDA. Management reassessed this measurement and no longer excludes pension expense from Adjusted EBITDA. See the Condensed Consolidated Financial Statements, Note 9 – Pension and Other Retirement Plans for additional discussion of pension expense.




























A. H. Belo Corporation Second Quarter 2014 on Form 10-Q
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Discontinued Operations

On July 22, 2014, The Providence Journal Company, a wholly-owned subsidiary of the Company, entered into an asset purchase agreement with LMG Rhode Island Holdings, Inc. (“LMG”), a subsidiary of New Media Investment Group Inc., for the (i) sale of substantially all of the assets comprising the newspaper operations of The Providence Journal and related real property located in Providence, Rhode Island, and (ii) assumption of certain liabilities by LMG, for $46,000 in cash (the “Purchase Price”). The Purchase Price is subject to adjustment either upward or downward based upon the net current assets being sold at the closing. The transaction is expected to close in the third quarter of 2014, subject to customary closing conditions including receipt of certain third-party consents. After selling and exit costs, the Company anticipates recording a pretax gain on this transaction between $11,000 and $14,000 in the third quarter of 2014.
Upon completion of the sale, the Company will continue to hold and market for sale certain land and buildings in Providence, Rhode Island. The Company will also retain the obligation for the A. H. Belo Pension Plan II, which provides benefits to employees of The Providence Journal Company.
In the second through fourth quarters of 2013, the Company completed multiple transactions resulting in the disposition of The Press-Enterprise, including the sale of the newspaper operations, the production facility and related land, to Freedom Communications, Inc. (“Freedom Communications”) under a definitive asset purchase agreement. Upon completion of the divestiture, the Company no longer owns newspaper operations in Riverside, California.
The disposition and the results of operations associated with pending and completed transactions are reported as discontinued operations in the Company’s financial statements. Significant components of results of operations included as discontinued operations are noted below.

 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
2014
 
2013
 
2014
 
2013
The Providence Journal
 
 
 
 
 
 
 
Revenue
$
22,318

 
$
22,073

 
$
43,512

 
$
42,706

Net income
2,116

 
948

 
3,077

 
363

 
 
 
 
 
 
 
 
The Press-Enterprise
 
 
 
 
 
 
 
Revenue

 
13,317

 

 
25,849

Gain (loss) related to the divestiture of discontinued operations
153

 

 
(25
)
 

Net income (loss)
153

 
(1,337
)
 
(25
)
 
(3,519
)


PAGE 22
A. H. Belo Corporation Second Quarter 2014 on Form 10-Q

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Liquidity and Capital Resources
The Company’s cash balance as of June 30, 2014 and December 31, 2013, was $59,754 and $82,193, respectively. The Company’s working capital as of June 30, 2014 and December 31, 2013, was $93,924 and $114,053, respectively. After excluding assets and liabilities of discontinued operations as of those dates, working capital decreased by $16,120 for the six months ended June 30, 2014.
During the six months ended June 30, 2014, cash flows used by continuing operations were $5,299 compared to cash flows provided by continuing operations of $1,887 during the six months ended June 30, 2013. The net use of cash in 2014 was primarily due to advance purchases of newsprint and other working capital assets approximating $3,500 and additional pension contributions of $1,790. Existing cash balances and the $18,861 of distribution of net sale proceeds received from Classified Ventures, as discussed below, were used to fund 2014 capital spending of $2,717, purchases of investments of $2,098, discretionary dividend payments of $37,429 and treasury stock purchases of $2,118. The Company’s EBITDA was $24,493, and after adjusting for investment-related gains, Adjusted EBITDA was $5,961. For the remainder of 2014, the Company anticipates additional capital expenditures of $3,000 to $5,000 and pension payments of $5,801. The Company anticipates sufficient cash flows to cover operating expenditures and will evaluate discretionary spending based on the Company’s forecasted cash requirements.
As discussed in Note 5 – Investments, Classified Ventures, an equity method investee, completed the sale of its apartments.com business in April 2014.  The Company received a cash distribution of $18,861 for its portion of the net sales proceeds. The Company expects federal income taxes to be minimal as a result of previously incurred net operating losses and is finalizing its estimate of state taxes. As a result of these transactions, dividends paid in 2014 included a special dividend of $1.50 per share, returning $33,819 to shareholders. In July 2014, the Company entered into a definitive asset purchase agreement to sell substantially all the assets and certain liabilities which comprise the newspaper operations of The Providence Journal for $46,000. This transaction is expected to close in the third quarter of 2014.
The Company intends to deploy its cash in the long-term interests of the Company, its shareholders and employees as it seeks potential acquisition or investment opportunities complimenting its advertising and marketing services products. Management works aggressively to manage expenses in correlation to changes in revenue and believes cash flows generated from operations will be sufficient to meet foreseeable cash flow requirements for operations, capital spending and pension contributions. The following discusses the changes in cash flows by operating, investing and financing activities.
Operating Cash Flows
Net cash (used for) provided by continuing operating activities for 2014 and 2013 was $(5,299) and $1,887, respectively. Cash flows from continuing operations decreased in 2014 primarily due to higher inventory balances, higher pension contributions, and the timing of payments for certain insurance policies. Cash flows provided by discontinued operations for 2014 and 2013, were $8,260 and $4,936, respectively, and primarily represented the results of operations from The Providence Journal.
Investing Cash Flows
Net cash provided by (used for) continuing investing activities for 2014 and 2013 was $14,046 and $(3,660), respectively. In the second quarter of 2014, the Company received a distribution of net sales proceeds of $18,861 from Classified Ventures, LLC related to its sale of apartments.com, which was partially offset by the Company’s capital spending and purchase of investments. Net cash used for investing activities in 2013 primarily reflects the Company’s capital spending and purchases of investments for that period. Net cash used for investing activities of discontinued operations was $633 and $489 in 2014 and 2013, respectively, and primarily represented capital spending related to The Providence Journal.
Financing Cash Flows
Net cash used for continuing financing activities for 2014 and 2013 was $38,813 and $3,917, respectively. In 2014 and 2013, dividend payments were $37,429 and $2,735, respectively, reflecting an increase of $34,694 primarily due to a special dividend of $1.50 declared and paid in the second quarter of 2014. Purchases of treasury stock included 200,085 and 234,031 shares of the Company’s Series A common stock in 2014 and 2013 for $2,118 and $1,364, respectively.
Financing Arrangements
In January 2013, the Company voluntarily terminated its credit agreement as cash flows from operations were sufficient to meet liquidity requirements and the credit agreement had not been drawn upon since 2009. All liens and security interests under the credit agreement were released and no early termination penalties were incurred by the Company as a result of the termination. Unamortized debt issuance costs of $401 were recorded to interest expense during the three months ended March 31, 2013, as a result of the termination.

A. H. Belo Corporation Second Quarter 2014 on Form 10-Q
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Contractual Obligations
During the six months ended June 30, 2014, the Company made required contributions of $4,126 to the A. H. Belo Pension Plans. On July 15, 2014, the Company made the remaining required contributions of $5,801 for 2014. No further contributions are planned this year.
On May 15, 2014, the Company announced an $0.08 per share dividend to shareholders of record and holders of RSUs as of the close of business on August 15, 2014, payable on September 5, 2014.
Additional information related to the Company’s contractual obligations is available in Company’s Annual Report on Form 10‑K for the year ended December 31, 2013, filed on March 7, 2014, with the SEC.
Critical Accounting Policies and Estimates
No material changes were made to the Company’s critical accounting policies as set forth in “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations”, included in the Company’s Annual Report on Form 10‑K filed with the SEC for the year ended December 31, 2013.
Forward-Looking Statements
Statements in this communication concerning A. H. Belo’s business outlook or future economic performance, anticipated profitability, revenues, expenses, dividends, capital expenditures, investments, dispositions, impairments, business initiatives, acquisitions, pension plan contributions and obligations, real estate sales, working capital, future financings and other financial and non-financial items that are not historical facts, are “forward-looking statements” as the term is defined under applicable federal securities laws. Forward-looking statements are subject to risks, uncertainties and other factors that could cause actual results to differ materially from those statements.
Such risks, uncertainties and factors include, but are not limited to the following: changes in capital market conditions and prospects, changes in advertising demand and newsprint prices; newspaper circulation trends and other circulation matters, including changes in readership methods, patterns and demography; audits and related actions by the Alliance for Audited Media; challenges implementing increased subscription pricing and new pricing structures; challenges in achieving expense reduction goals in a timely manner and the resulting potential effect on operations; challenges in consummating asset acquisitions or dispositions upon acceptable terms; technological changes; development of Internet commerce; industry cycles; changes in pricing or other actions by new and existing competitors and suppliers; consumer acceptance of new products and business initiatives; labor relations; regulatory, tax and legal changes; adoption of new accounting standards or changes in existing accounting standards by the Financial Accounting Standards Board or other accounting standard-setting bodies or authorities; the effects of Company acquisitions, dispositions and co-owned ventures and investments; pension plan matters; general economic conditions and changes in interest rates; significant armed conflict; acts of terrorism; and other factors beyond the Company’s control, as well as other risks described in the Company’s Annual Report on Form 10-K for the year ended December 31, 2013, and in the Company’s other public disclosures and filings with the SEC.


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A. H. Belo Corporation Second Quarter 2014 on Form 10-Q

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Item 3. Quantitative and Qualitative Disclosures about Market Risk
There were no material changes in A. H. Belo Corporation’s exposure to market risk from the disclosure included in the Annual Report on Form 10-K for the year ended December 31, 2013.
Item 4. Controls and Procedures
(a) Evaluation of disclosure controls and procedures. Based on the evaluation of the Company’s disclosure controls and procedures (as defined in Securities Exchange Act of 1934 Rules 13a-15(e) and 15d-15(e)) required by Securities Exchange Act Rules 13a-15(b) or 15d-15(b), the Company’s Chief Executive Officer and the Company’s Chief Financial Officer have concluded that as of the end of the period covered by this report, the Company’s disclosure controls and procedures were effective.
(b) Changes in internal controls. There were no changes in the Company’s internal control over financial reporting that occurred during the period covered by this report that materially affected, or are reasonably likely to materially affect, its internal control over financial reporting.

A. H. Belo Corporation Second Quarter 2014 on Form 10-Q
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PART II
Item 1. Legal Proceedings
A number of legal proceedings are pending against A. H. Belo. In the opinion of management, liabilities, if any, arising from these legal proceedings would not have a material adverse effect on A. H. Belo’s results of operations, liquidity or financial condition.

Item 1A. Risk Factors
There were no material changes from the risk factors disclosed under the heading “Risk Factors” in Item 1A in the Annual Report on Form 10-K for the year ended December 31, 2013.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
There were no unregistered sales of the Company’s equity securities during the period covered by this report.
Issuer Purchases of Equity Securities
The Company repurchases shares of its common stock from time to time pursuant to publicly announced share repurchase programs. During the second quarter of 2014, the Company repurchased 124,857 Series A shares at a cost of $1,443. All purchases were made through open market transactions and were recorded as treasury stock.
The following table contains information for shares repurchased during the second quarter of 2014. None of the shares in this table were repurchased directly from any of the Company’s officers or directors.
Period
Total Number of Shares Purchased
 
Average Price Paid per Share
 
Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs
 
Maximum Number of Shares that May Yet Be Purchased Under the Plans or Programs
(a) 
April 2014
41,812

 
$
11.39

 
612,240

 
887,760

 
May 2014
41,434

 
11.49

 
653,674

 
846,326

 
June 2014
41,611

 
11.78

 
695,285

 
804,715

 
(a)
Share repurchases are made pursuant to a share repurchase program authorized by the Company’s board of directors. A total of 1,500,000 shares have been authorized for repurchase.

Item 3. Defaults Upon Senior Securities
None.
Item 4. Mine Safety Disclosures
None.
Item 5. Other Information
None.

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A. H. Belo Corporation Second Quarter 2014 on Form 10-Q

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Item 6. Exhibits
Exhibits marked with an asterisk (*) are incorporated by reference to documents previously filed by the Company with the SEC, as indicated. In accordance with Regulation S-T, the XBRL-related information marked with a double asterisk (**) in Exhibit No. 101 to this Quarterly Report on Form 10-Q is deemed filed. All other documents are filed with this report. Exhibits marked with a tilde (~) are management contracts, compensatory plan contracts or arrangements filed pursuant to Item 601(b)(10)(iii)(A) of Regulation S-K.
Exhibit Number
Description
3.1
*
Amended and Restated Certificate of Incorporation of the Company (Exhibit 3.1 to Amendment No. 3 to the Company’s Form 10 dated January 18, 2008 (Securities and Exchange Commission File No. 001‑33741) (the “Third Amendment to Form 10”))
3.2
*
Certificate of Designations of Series A Junior Participating Preferred Stock of the Company dated January 11, 2008 (Exhibit 3.2 to Post‑Effective Amendment No. 1 to Form 10 filed January 31, 2008 (Securities and Exchange Commission File No. 001‑33741))
3.3
*
Amended and Restated Bylaws of the Company, effective January 11, 2008 (Exhibit 3.3 to the Third Amendment to Form 10)
 
 
(1)
*
Amendment No. 1, effective June 17, 2013, to Amended and Restated Bylaws of A. H. Belo Corporation (Exhibit 3.1 to A. H. Belo Corporation’s Current Report on Form 8-K filed with the Securities and Exchange Commission on June 19, 2013, (Securities and Exchange Commission File No. 001-33741) (the “June 19, 2013 Form 8-K”))
4.1
*
Certain rights of the holders of the Company’s Common Stock set forth in Exhibits 3.1‑3.3 above
4.2
*
Specimen Form of Certificate representing shares of the Company’s Series A Common Stock (Exhibit 4.2 to the Third Amendment to Form 10)
4.3
*
Specimen Form of Certificate representing shares of the Company’s Series B Common Stock (Exhibit 4.3 to the Third Amendment to Form 10)
4.4
*
Rights Agreement dated as of January 11, 2008, between the Company and Mellon Investor Services LLC (Exhibit 4.4 to the Third Amendment to Form 10)
10.1
*
Material Contracts
 
 
~(1)
*
Asset Purchase Agreement by and between the Press-Enterprise Company, AHC California Properties LLC, A. H. Belo Management Services, Inc. and Freedom Communications Holdings, Inc. dated October 9, 2013 (Exhibit 10.1 to A. H. Belo Corporation’s Current Report on Form 8-K filed with the Securities and Exchange Commission on October 11, 2013 (Securities and Exchange Commission file no. 001-33741) (the “October 11, 2013 Form 8-K”))
 
 
~(2)
*
Form of Limited Guaranty by and between A. H. Belo Corporation and Freedom Communications Holdings, Inc (Exhibit 10.2 to the October 11, 2013 Form 8-K)
 
 
~(3)
*
Amendment No. 1 to Asset Purchase Agreement dated October 31, 2013, between the Press-Enterprise Company, AHC California Properties LLC, A. H. Belo Management Services, Inc. and Freedom Communications Holdings Inc. (Exhibit 10.1 to A. H. Belo Corporation’s Current Report on Form 8-K filed with the Securities and Exchange Commission on November 4, 2013 (Securities and Exchange Commission file no. 001-33741))
 
 
~(4)
*
Amendment No. 2 to Asset Purchase Agreement dated November 21, 2013, between the Press-Enterprise Company, AHC California Properties LLC, A. H. Belo Management Services, Inc. and Freedom Communications Holdings Inc. (Exhibit 10.1 to A. H. Belo Corporation’s Current Report on Form 8-K filed with the Securities and Exchange Commission on November 25, 2013 (Securities and Exchange Commission file no. 001-33741))
 
 
~(5)
*
Asset Purchase Agreement dated July 22, 2014, between the Providence Journal Company and LMG Rhode Island Holdings, Inc. (Exhibit 10.1 to A. H. Belo Corporation’s Current Report on Form 8-K filed with the Securities and Exchange Commission on July 24, 2014 (Securities and Exchange Commission file no. 001-33741))
 
 
~(6)
*
Form of Limited Guaranty by and between A. H. Belo Corporation and LMG Rhode Island Holdings, Inc (Exhibit 10.2 to the July 24, 2014 Form 8-K)

A. H. Belo Corporation Second Quarter 2014 on Form 10-Q
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Exhibit Number
Description
10.2
*
Compensatory plans and arrangements:
 
 
~(1)
*
A. H. Belo Corporation Savings Plan (Exhibit 10.4 to the February 12, 2008 Form 8‑K)
 
 
 
*
(a)
First Amendment to the A. H. Belo Savings Plan dated September 23, 2008 (Exhibit 10.2(1)(a) to the Company’s Quarterly Report on Form 10‑Q filed with the Securities and Exchange Commission on November 14, 2008 (Securities and Exchange Commission File No. 001‑33741))
 
 
 
*
(b)
Second Amendment to the A. H. Belo Savings Plan effective March 27, 2009 (Exhibit 10.1 to the Company’s Current Report on Form 8‑K filed with the Securities and Exchange Commission on April 2, 2009 (Securities and Exchange Commission File No. 001‑33741) (the “April 2, 2009 Form 8‑K”))
 
 
 
*
(c)
Third Amendment to the A. H. Belo Savings Plan effective March 31, 2009 (Exhibit 10.2 to the April 2, 2009 Form 8‑K)
 
 
 
*
(d)
Fourth Amendment to the A. H. Belo Savings Plan dated September 10, 2009 (Exhibit 10.1 to the Company’s Current Report on Form 8‑K filed with the Securities and Exchange Commission on September 10, 2009 (Securities and Exchange Commission File No. 001‑33741))
 
 
~(2)
*
 
A. H. Belo Corporation 2008 Incentive Compensation Plan (Exhibit 10.5 to the February 12, 2008 Form 8‑K)
 
 
 
*
(a)
First Amendment to A. H. Belo 2008 Incentive Compensation Plan effective July 23, 2008 (Exhibit 10.2(2)(a) to the Company’s Quarterly Report on Form 10‑Q filed with the Securities and Exchange Commission on August 14, 2008 (Securities and Exchange Commission File No. 001‑33741))
 
 
 
*
(b)
Form of A. H. Belo 2008 Incentive Compensation Plan Non‑Employee Director Evidence of Grant (for Non‑Employee Director Awards) (Exhibit 10.2(2)(b) to the Company’s Quarterly Report on Form 10‑Q filed with the Securities and Exchange Commission on May 13, 2010 (Securities and Exchange Commission File No. 001‑33741) (the “1st Quarter 2010 Form 10‑Q”))
 
 
 
*
(c)
Form of A. H. Belo 2008 Incentive Compensation Plan Evidence of Grant (for Employee Awards) (Exhibit 10.2(2)(c) to the 1st Quarter 2010 Form 10‑Q)
 
 
 
*
(d)
Form of A. H. Belo 2008 Incentive Compensation Plan Evidence of Grant (Exhibit 10.1 to A. H. Belo Corporation’s Current Report on Form 8‑K filed with the Securities and Exchange Commission on March 12, 2012 (Securities and Exchange Commission File No. 001‑33741) (the “March 12, 2012 Form 8-K”))
 
 
 
*
(e)
Form of A. H. Belo Cash Long‑Term Incentive Evidence of Grant (Exhibit 10.2 to the March 12, 2012 Form 8-K)
 
 
~(3)
*
 
A. H. Belo Pension Transition Supplement Restoration Plan effective January 1, 2008 (Exhibit 10.6 to the February 12, 2008 Form 8‑K)
 
 
 
*
(a)
First Amendment to the A. H. Belo Pension Transition Supplement Restoration Plan dated March 31, 2009 (Exhibit 10.4 to the April 2, 2009 Form 8‑K)
 
 
~(4)
*
 
A. H. Belo Corporation Change In Control Severance Plan (Exhibit 10.7 to the February 12, 2008 Form 8‑K)
 
 
 
*
(a)
Amendment to the A. H. Belo Change in Control Severance Plan dated March 31, 2009 (Exhibit 10.3 to the April 2, 2009 Form 8‑K)
 
 
~(5)
*
 
Robert W. Decherd Compensation Arrangements dated June 19, 2013 (Exhibit 10.1 to the June 19, 2013 Form 8-K)


PAGE 28
A. H. Belo Corporation Second Quarter 2014 on Form 10-Q

Table of Contents

Exhibit Number
Description
10.3
 
Agreements relating to the spin-off of A. H. Belo from its former parent company:
 
 
(1)
*
 
Tax Matters Agreement by and between Belo Corp. and A. H. Belo Corporation dated as of February 8, 2008 (Exhibit 10.1 to the February 12, 2008 Form 8‑K)
 
 
 
*
(a)
First Amendment to Tax Matters Agreement by and between Belo Corp. and A. H. Belo Corporation dated September 14, 2009 (Exhibit 10.1 to the Company’s Current Report on Form 8‑K filed with the Securities and Exchange Commission on September 15, 2009 (Securities and Exchange Commission file No. 00‑00371))
 
 
(2)
*
 
Separation and Distribution Agreement by and between Belo Corp. and A. H. Belo Corporation dated as of February 8, 2008 (Exhibit 2.1 to the February 12, 2008 Form 8‑K)
 
 
(3)
*
 
Pension Plan Transfer Agreement by and between Belo Corp. and A. H. Belo Corporation dated as of October 6, 2010 (Exhibit 10.1 to the Company’s Current Report on Form 8‑K filed with the Securities and Exchange Commission on October 8, 2010 (Securities and Exchange Commission file No. 001-33741))
 
 
(4)
*
 
Agreement among the Company, Belo Corp., and The Pension Benefit Guaranty Corporation, effective March 9, 2011 (Exhibit 10.3(6) to the Company’s Annual Report on Form 10‑K filed with the Securities and Exchange Commission on March 11, 2011 (Securities and Exchange Commission File No. 001‑33741))
31.1
 
 
 
 
Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes‑Oxley Act of 2002
31.2
 
 
 
 
Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes‑Oxley Act of 2002
32
 
 
 
 
Certifications of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes‑Oxley Act of 2002
101.INS
 
**
XBRL Instance Document
101.SCH
 
**
XBRL Taxonomy Extension Schema
101.CAL
 
**
XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF
 
**
XBRL Taxonomy Extension Definition Linkbase Document
101.LAB
 
**
XBRL Taxonomy Extension Label Linkbase Document
101.PRE
 
**
XBRL Taxonomy Extension Presentation Linkbase Document


A. H. Belo Corporation Second Quarter 2014 on Form 10-Q
PAGE 29

Table of Contents

SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
 
A. H. BELO CORPORATION
 
 
 
 
By:
/s/ Alison K. Engel
 
 
 
Alison K. Engel
 
 
 
Senior Vice President/Chief Financial Officer
 
 
 
(Principal Financial Officer)
 
 
 
Date:
July 29, 2014
 
By:
/s/ Michael N. Lavey
 
 
 
Michael N. Lavey
 
 
 
Vice President/Controller
 
 
 
(Principal Accounting Officer)
 
 
 
Date:
July 29, 2014

PAGE 30
A. H. Belo Corporation Second Quarter 2014 on Form 10-Q

Table of Contents

EXHIBIT INDEX
Exhibit Number
 
Description
31.1
 
Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes‑Oxley Act of 2002
31.2
 
Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes‑Oxley Act of 2002
32
 
Certifications of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes‑Oxley Act of 2002
101.INS
**
XBRL Instance Document
101.SCH
**
XBRL Taxonomy Extension Schema
101.CAL
**
XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF
**
XBRL Taxonomy Extension Definition Linkbase Document
101.LAB
**
XBRL Taxonomy Extension Label Linkbase Document
101.PRE
**
XBRL Taxonomy Extension Presentation Linkbase Document
In accordance with Regulation S-T, the XBRL-related information marked with a double asterisk (**) in Exhibit No. 101 to this Quarterly Report on Form 10-Q is deemed filed.

A. H. Belo Corporation Second Quarter 2014 on Form 10-Q
PAGE 31
MASTER EX.31.1 (2014 Q2)


Exhibit 31.1
SECTION 302 CERTIFICATION
I, James M. Moroney III, Chairman of the Board, President and Chief Executive Officer of A. H. Belo Corporation, certify that:
1.
I have reviewed this quarterly report on Form 10-Q of A. H. Belo Corporation;
2.
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a)
designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b)
designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c)
evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d)
disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a)
all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b)
any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 
 
 
 
 
 
By:
/s/ James M. Moroney III
 
 
 
James M. Moroney III
 
 
 
Chairman of the Board, President and Chief Executive Officer
 
 
 
 
 
 
 
Date:
July 29, 2014



MASTER EX 31.2 (2014 Q2)


Exhibit 31.2
SECTION 302 CERTIFICATION
I, Alison K. Engel, Senior Vice President/Chief Financial Officer of A. H. Belo Corporation, certify that:
1.
I have reviewed this quarterly report on Form 10-Q of A. H. Belo Corporation;
2.
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a)
designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b)
designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c)
evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d)
disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a)
all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b)
any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 
 
 
 
 
 
By:
/s/ Alison K. Engel
 
 
 
Alison K. Engel
 
 
 
Senior Vice President/Chief Financial Officer
 
 
 
 
 
 
 
Date:
July 29, 2014



MASTER EX 32 (2014 Q2)


Exhibit 32
CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of A. H. Belo Corporation (the “Company”) on Form 10-Q for the period ended June 30, 2014, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), the undersigned, James M. Moroney III, Chairman of the Board, President and Chief Executive Officer of the Company, and Alison K. Engel, Senior Vice President/Chief Financial Officer of the Company, each hereby certifies, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:
(1)
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

 
 
 
 
 
 
By:
/s/ James M. Moroney III
 
 
 
James M. Moroney III
 
 
 
Chairman of the Board, President and Chief Executive Officer
 
 
 
 
 
 
 
Date:
July 29, 2014
 
 
 
 
 
 
By:
/s/ Alison K. Engel
 
 
 
Alison K. Engel
 
 
 
Senior Vice President/Chief Financial Officer
 
 
 
 
 
 
 
Date:
July 29, 2014