UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-Q
☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended: September 30, 2019
OR
☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Commission file no. 1-33741
A. H. Belo Corporation
(Exact name of registrant as specified in its charter)
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Texas |
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38-3765318 |
(State or other jurisdiction of incorporation or organization) |
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(I.R.S. Employer Identification No.) |
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P. O. Box 224866, Dallas, Texas 75222-4866 |
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(214) 977-8222 |
(Address of principal executive offices, including zip code) |
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(Registrant’s telephone number, including area code) |
Former name, former address and former fiscal year, if changed since last report. |
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None |
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class |
Trading Symbol |
Name of each exchange on which registered |
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Series A Common Stock, $.01 par value |
AHC |
New York Stock Exchange |
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 ☑ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted 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 such files). Yes ☑ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.:
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Large accelerated filer: ☐ |
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Accelerated filer: ☑ |
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Non-accelerated filer: ☐ |
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Smaller reporting company: ☑ |
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Emerging growth company ☐ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☑
Shares of Common Stock outstanding at April 6, 2020: 21,410,423 shares (consisting of 18,941,340 shares of Series A Common Stock and 2,469,083 shares of Series B Common Stock).
Explanatory Note
On March 18, 2020, the Company filed an Amendment No. 1 on Form 10-K/A (the “Form 10-K/A”) to amend the Form 10-K filed with the Securities and Exchange Commission (the “SEC”) on March 14, 2019, for the fiscal year ended December 31, 2018. The Form 10-K/A was filed in order to reflect the appropriate timing of the noncash impairment charge for goodwill and long-lived assets associated with the Company’s Marketing Services reporting unit and the appropriate methodology for calculation of the valuation allowance within the tax provision for 2018.
On March 27, 2020, the Company filed an Amendment No. 1 on Form 10-Q/A to amend the Form 10-Q filed with the SEC on April 29, 2019, for the quarter ended March 31, 2019. On April 6, 2020, the Company filed an Amendment No. 1 on Form 10-Q/A to amend the Form 10-Q filed with the SEC on July 29, 2019, for the quarter ended June 30, 2019.
A. H. Belo Corporation Third Quarter 2019 on Form 10-Q
FORM 10-Q
TABLE OF CONTENTS
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Page |
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Item 1. |
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Item 2. |
Management’s Discussion and Analysis of Financial Condition and Results of Operations |
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Item 3. |
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Item 4. |
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Item 1. |
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Item 1A. |
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Item 2. |
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Item 3. |
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Item 4. |
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Item 5. |
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Item 6. |
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A. H. Belo Corporation Third Quarter 2019 on Form 10-Q
A. H. Belo Corporation and Subsidiaries
Consolidated Statements of Operations
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Three Months Ended September 30, |
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Nine Months Ended September 30, |
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In thousands, except share and per share amounts (unaudited) |
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2019 |
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2018 |
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2019 |
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2018 |
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Net Operating Revenue: |
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Advertising and marketing services |
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$ |
21,616 |
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$ |
25,260 |
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$ |
70,957 |
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$ |
77,398 |
Circulation |
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16,809 |
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17,896 |
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51,095 |
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53,564 |
Printing, distribution and other |
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4,632 |
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5,896 |
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14,709 |
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18,712 |
Total net operating revenue |
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43,057 |
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49,052 |
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136,761 |
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149,674 |
Operating Costs and Expense: |
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Employee compensation and benefits |
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19,504 |
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21,174 |
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60,456 |
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67,375 |
Other production, distribution and operating costs |
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21,171 |
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20,939 |
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67,200 |
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66,786 |
Newsprint, ink and other supplies |
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3,972 |
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5,528 |
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12,741 |
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16,300 |
Depreciation |
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2,289 |
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2,514 |
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7,008 |
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7,522 |
Amortization |
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140 |
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199 |
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356 |
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599 |
(Gain) loss on sale/disposal of assets, net |
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1,362 |
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— |
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(24,546) |
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— |
Asset impairments |
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1,593 |
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— |
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1,593 |
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(22) |
Total operating costs and expense |
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50,031 |
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50,354 |
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124,808 |
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158,560 |
Operating income (loss) |
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(6,974) |
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(1,302) |
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11,953 |
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(8,886) |
Other income, net |
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1,161 |
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862 |
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3,123 |
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2,641 |
Income (Loss) Before Income Taxes |
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(5,813) |
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(440) |
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15,076 |
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(6,245) |
Income tax provision (benefit) |
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(1,808) |
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596 |
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4,688 |
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(661) |
Net Income (Loss) |
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$ |
(4,005) |
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$ |
(1,036) |
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$ |
10,388 |
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$ |
(5,584) |
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Per Share Basis |
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Net income (loss) |
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Basic and diluted |
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$ |
(0.19) |
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$ |
(0.05) |
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$ |
0.48 |
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$ |
(0.26) |
Number of common shares used in the per share calculation: |
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Basic and diluted |
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21,476,029 |
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21,709,557 |
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21,553,625 |
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21,761,110 |
See the accompanying Notes to the Consolidated Financial Statements.
A. H. Belo Corporation Third Quarter 2019 on Form 10-Q 4
A. H. Belo Corporation and Subsidiaries
Consolidated Statements of Comprehensive Income (Loss)
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Three Months Ended September 30, |
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Nine Months Ended September 30, |
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In thousands (unaudited) |
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2019 |
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2018 |
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2019 |
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2018 |
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Net Income (Loss) |
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$ |
(4,005) |
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$ |
(1,036) |
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$ |
10,388 |
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$ |
(5,584) |
Other Comprehensive Income (Loss), Net of Tax: |
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Amortization of actuarial losses |
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63 |
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158 |
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188 |
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473 |
Total other comprehensive income, net of tax |
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63 |
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158 |
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188 |
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473 |
Total Comprehensive Income (Loss) |
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$ |
(3,942) |
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$ |
(878) |
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$ |
10,576 |
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$ |
(5,111) |
See the accompanying Notes to the Consolidated Financial Statements.
A. H. Belo Corporation Third Quarter 2019 on Form 10-Q 5
A. H. Belo Corporation and Subsidiaries
Consolidated Balance Sheets
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September 30, |
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December 31, |
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In thousands, except share amounts (unaudited) |
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2019 |
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2018 |
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(Restated) |
Assets |
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Current assets: |
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Cash and cash equivalents |
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$ |
53,249 |
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$ |
55,313 |
Accounts receivable (net of allowance of $814 and $581 at September 30, 2019 |
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16,895 |
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22,057 |
Inventories |
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2,614 |
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3,912 |
Prepaids and other current assets |
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5,470 |
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5,023 |
Assets held for sale |
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— |
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1,089 |
Total current assets |
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78,228 |
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87,394 |
Property, plant and equipment, at cost |
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381,662 |
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422,966 |
Less accumulated depreciation |
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(362,425) |
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(396,705) |
Property, plant and equipment, net |
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19,237 |
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26,261 |
Operating lease right-of-use assets |
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22,119 |
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— |
Intangible assets, net |
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458 |
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304 |
Deferred income taxes, net |
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— |
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3,572 |
Long-term note receivable |
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22,400 |
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— |
Other assets |
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3,178 |
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5,029 |
Total assets |
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$ |
145,620 |
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$ |
122,560 |
Liabilities and Shareholders’ Equity |
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Current liabilities: |
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Accounts payable |
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$ |
5,868 |
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$ |
6,334 |
Accrued compensation and benefits |
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7,933 |
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8,294 |
Other accrued expense |
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6,836 |
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5,586 |
Advance subscription payments |
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11,349 |
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11,449 |
Total current liabilities |
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31,986 |
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31,663 |
Long-term pension liabilities |
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29,213 |
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31,889 |
Long-term operating lease liabilities |
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23,598 |
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— |
Other post-employment benefits |
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1,153 |
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1,165 |
Deferred income taxes, net |
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246 |
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— |
Other liabilities |
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3,917 |
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7,045 |
Total liabilities |
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90,113 |
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71,762 |
Shareholders’ equity: |
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Preferred stock, $.01 par value; Authorized 2,000,000 shares; none issued |
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— |
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— |
Common stock, $.01 par value; Authorized 125,000,000 shares |
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Series A: issued 20,854,935 and 20,854,728 shares at September 30, 2019 |
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209 |
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209 |
Series B: issued 2,469,348 and 2,469,555 shares at September 30, 2019 |
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24 |
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24 |
Treasury stock, Series A, at cost; 1,880,828 and 1,697,370 shares held at September 30, 2019 and December 31, 2018, respectively |
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(13,320) |
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(12,601) |
Additional paid-in capital |
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494,389 |
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494,389 |
Accumulated other comprehensive loss |
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(37,453) |
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(37,641) |
Accumulated deficit |
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(388,342) |
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(393,582) |
Total shareholders’ equity |
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55,507 |
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50,798 |
Total liabilities and shareholders’ equity |
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$ |
145,620 |
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$ |
122,560 |
See the accompanying Notes to the Consolidated Financial Statements.
A. H. Belo Corporation Third Quarter 2019 on Form 10-Q 6
A. H. Belo Corporation and Subsidiaries
Consolidated Statements of Shareholders’ Equity
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Nine Months Ended September 30, 2019 and 2018 |
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Common Stock |
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Treasury Stock |
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In thousands, except share amounts (unaudited) |
Shares |
Shares |
Amount |
Additional |
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Shares |
Amount |
Accumulated |
Accumulated |
Total |
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Balance at December 31, 2017 |
20,700,292 |
2,469,755 |
$ |
232 |
$ |
494,989 |
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(1,430,961) |
$ |
(11,302) |
$ |
(24,932) |
$ |
(361,288) |
$ |
97,699 |
Net loss |
— |
— |
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— |
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— |
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— |
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— |
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— |
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(5,584) |
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(5,584) |
Other comprehensive income |
— |
— |
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— |
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— |
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— |
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— |
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473 |
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— |
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473 |
Shares repurchased |
— |
— |
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— |
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— |
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(210,964) |
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(1,056) |
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— |
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— |
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(1,056) |
Issuance of shares for restricted stock units |
151,236 |
— |
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1 |
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(1) |
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— |
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— |
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— |
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— |
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— |
Share-based compensation |
— |
— |
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— |
|
854 |
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— |
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— |
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— |
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— |
|
854 |
Conversion of Series B to Series A |
200 |
(200) |
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— |
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— |
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— |
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— |
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— |
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— |
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— |
Dividends declared ($0.24 per share) |
— |
— |
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— |
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— |
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— |
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— |
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— |
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(5,345) |
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(5,345) |
Balance at September 30, 2018 |
20,851,728 |
2,469,555 |
$ |
233 |
$ |
495,842 |
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(1,641,925) |
$ |
(12,358) |
$ |
(24,459) |
$ |
(372,217) |
$ |
87,041 |
Balance at December 31, 2018 (Restated) |
20,854,728 |
2,469,555 |
$ |
233 |
$ |
494,389 |
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(1,697,370) |
$ |
(12,601) |
$ |
(37,641) |
$ |
(393,582) |
$ |
50,798 |
Net income |
— |
— |
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— |
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— |
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— |
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— |
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— |
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10,388 |
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10,388 |
Other comprehensive income |
— |
— |
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— |
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— |
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— |
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— |
|
188 |
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— |
|
188 |
Shares repurchased |
— |
— |
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— |
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— |
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(183,458) |
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(719) |
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— |
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— |
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(719) |
Conversion of Series B to Series A |
207 |
(207) |
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— |
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— |
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— |
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— |
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— |
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— |
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— |
Dividends declared ($0.24 per share) |
— |
— |
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— |
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— |
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— |
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— |
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— |
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(5,148) |
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(5,148) |
Balance at September 30, 2019 |
20,854,935 |
2,469,348 |
$ |
233 |
$ |
494,389 |
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(1,880,828) |
$ |
(13,320) |
$ |
(37,453) |
$ |
(388,342) |
$ |
55,507 |
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Three Months Ended September 30, 2019 and 2018 |
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Common Stock |
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Treasury Stock |
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In thousands, except share amounts (unaudited) |
Shares |
Shares |
Amount |
Additional |
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Shares |
Amount |
Accumulated |
Accumulated |
Total |
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Balance at June 30, 2018 |
20,851,648 |
2,469,635 |
$ |
233 |
$ |
495,708 |
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(1,591,141) |
$ |
(12,127) |
$ |
(24,617) |
$ |
(369,400) |
$ |
89,797 |
Net loss |
— |
— |
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— |
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— |
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— |
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— |
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— |
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(1,036) |
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(1,036) |
Other comprehensive income |
— |
— |
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— |
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— |
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— |
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— |
|
158 |
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— |
|
158 |
Shares repurchased |
— |
— |
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— |
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— |
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(50,784) |
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(231) |
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— |
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— |
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(231) |
Issuance of shares for restricted stock units |
— |
— |
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— |
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— |
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— |
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— |
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— |
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— |
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— |
Share-based compensation |
— |
— |
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— |
|
134 |
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— |
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— |
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— |
|
— |
|
134 |
Conversion of Series B to Series A |
80 |
(80) |
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— |
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— |
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— |
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— |
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— |
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— |
|
— |
Dividends declared ($0.08 per share) |
— |
— |
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— |
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— |
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— |
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— |
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— |
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(1,781) |
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(1,781) |
Balance at September 30, 2018 |
20,851,728 |
2,469,555 |
$ |
233 |
$ |
495,842 |
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(1,641,925) |
$ |
(12,358) |
$ |
(24,459) |
$ |
(372,217) |
$ |
87,041 |
Balance at June 30, 2019 (Restated) |
20,854,771 |
2,469,512 |
$ |
233 |
$ |
494,389 |
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(1,828,983) |
$ |
(13,128) |
$ |
(37,516) |
$ |
(382,625) |
$ |
61,353 |
Net loss |
— |
— |
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— |
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— |
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— |
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— |
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— |
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(4,005) |
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(4,005) |
Other comprehensive income |
— |
— |
|
— |
|
— |
|
— |
|
— |
|
63 |
|
— |
|
63 |
Shares repurchased |
— |
— |
|
— |
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— |
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(51,845) |
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(192) |
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— |
|
— |
|
(192) |
Conversion of Series B to Series A |
164 |
(164) |
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— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
Dividends declared ($0.08 per share) |
— |
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
(1,712) |
|
(1,712) |
Balance at September 30, 2019 |
20,854,935 |
2,469,348 |
$ |
233 |
$ |
494,389 |
|
(1,880,828) |
$ |
(13,320) |
$ |
(37,453) |
$ |
(388,342) |
$ |
55,507 |
See the accompanying Notes to the Consolidated Financial Statements.
A. H. Belo Corporation Third Quarter 2019 on Form 10-Q 7
A. H. Belo Corporation and Subsidiaries
Consolidated Statements of Cash Flows
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Nine Months Ended September 30, |
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In thousands (unaudited) |
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2019 |
|
2018 |
||
Operating Activities |
|
|
|
|
|
|
Net income (loss) |
|
$ |
10,388 |
|
$ |
(5,584) |
Adjustments to reconcile net income (loss) to net cash provided by operating activities: |
|
|
|
|
|
|
Depreciation and amortization |
|
|
7,364 |
|
|
8,121 |
Net periodic pension and other post-employment benefit |
|
|
(2,455) |
|
|
(2,791) |
Share-based compensation |
|
|
— |
|
|
854 |
Bad debt expense |
|
|
710 |
|
|
471 |
Deferred income taxes |
|
|
3,818 |
|
|
(1,324) |
(Gain) loss on sale/disposal of assets, net |
|
|
(24,546) |
|
|
212 |
Asset impairments |
|
|
1,593 |
|
|
(22) |
Changes in working capital and other operating assets and liabilities, net of acquisitions: |
|
|
|
|
|
|
Accounts receivable |
|
|
5,189 |
|
|
6,510 |
Inventories, prepaids and other current assets |
|
|
851 |
|
|
6,081 |
Other assets |
|
|
1,851 |
|
|
1,224 |
Accounts payable |
|
|
(928) |
|
|
(3,239) |
Compensation and benefit obligations |
|
|
(1,054) |
|
|
(1,872) |
Other accrued expenses |
|
|
150 |
|
|
4,396 |
Advance subscription payments |
|
|
(101) |
|
|
(575) |
Other post-employment benefits |
|
|
(45) |
|
|
(915) |
Net cash provided by operating activities |
|
|
2,785 |
|
|
11,547 |
Investing Activities |
|
|
|
|
|
|
Purchases of assets |
|
|
(1,207) |
|
|
(4,344) |
Sales of assets |
|
|
4,597 |
|
|
— |
Acquisitions, net of cash acquired |
|
|
(2,356) |
|
|
— |
Net cash provided by (used for) investing activities |
|
|
1,034 |
|
|
(4,344) |
Financing Activities |
|
|
|
|
|
|
Dividends paid |
|
|
(5,164) |
|
|
(5,336) |
Shares repurchased |
|
|
(719) |
|
|
(1,056) |
Net cash used for financing activities |
|
|
(5,883) |
|
|
(6,392) |
Net increase (decrease) in cash and cash equivalents |
|
|
(2,064) |
|
|
811 |
Cash and cash equivalents, beginning of period |
|
|
55,313 |
|
|
57,660 |
Cash and cash equivalents, end of period |
|
$ |
53,249 |
|
$ |
58,471 |
|
|
|
|
|
|
|
Supplemental Disclosures |
|
|
|
|
|
|
Income tax paid, net (refund) |
|
$ |
897 |
|
$ |
(6,408) |
Noncash investing and financing activities: |
|
|
|
|
|
|
Investments in property, plant and equipment payable |
|
|
245 |
|
|
97 |
Dividends payable |
|
|
1,715 |
|
|
1,783 |
Long-term note receivable for asset sales |
|
|
22,400 |
|
|
— |
See the accompanying Notes to the Consolidated Financial Statements.
A. H. Belo Corporation Third Quarter 2019 on Form 10-Q 8
A. H. Belo Corporation and Subsidiaries
Notes to the Consolidated Financial Statements
Note 1: Basis of Presentation and Recently Issued Accounting Standards
Description of Business. A. H. Belo Corporation and subsidiaries are referred to collectively herein as “A. H. Belo” or the “Company.” The Company, headquartered in Dallas, Texas, is the leading local news and information publishing company in Texas. The Company has commercial printing, distribution and direct mail capabilities, as well as a presence in emerging media and digital marketing. While focusing on extending the Company’s media platforms, A. H. Belo delivers news and information in innovative ways to a broad range of 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, and various niche publications targeting specific audiences.
Basis of Presentation. The interim consolidated financial statements included herein are unaudited; however, they include adjustments of a normal recurring nature which, in the Company’s opinion, are necessary to present fairly the interim consolidated financial information as of and for the periods indicated. All intercompany balances and transactions have been eliminated in consolidation. These financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K/A for the fiscal year ended December 31, 2018. All dollar amounts presented herein, except share and per share amounts, are in thousands, unless the context indicates otherwise.
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”) requires management to make estimates and assumptions that affect (i) the reported amounts of assets and liabilities, (ii) the disclosure of contingent assets and liabilities known to exist as of the date the financial statements are published, and (iii) the reported amount of net operating revenues and expenses recognized during the periods presented. Adjustments made with respect to the use of estimates often relate to improved information not previously available. Uncertainties with respect to such estimates and assumptions are inherent in the preparation of financial statements; accordingly, actual results could differ from these estimates.
Recently Adopted Accounting Pronouncements.
In February 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2016-02 – Leases (Topic 842). This update requires an entity to recognize a right-of-use asset and a lease liability for virtually all of its leases. The liability will be equal to the present value of lease payments. The asset will generally be based on the liability. For income statement purposes operating leases will result in straight-line expense and finance leases will result in expenses similar to current capital leases. The guidance also requires additional disclosures to enable users of financial statements to understand the amount, timing and uncertainty of cash flows arising from leases. Since February 2016, the FASB issued clarifying updates to the new standard that did not change the core principle of ASU 2016-02. The new guidance will supersede virtually all existing lease guidance under GAAP and is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. The Company adopted ASU 2016-02 on January 1, 2019, using the modified retrospective approach; see Note 5 – Leases.
New Accounting Pronouncements. The FASB issued the following accounting pronouncements and guidance, which may be applicable to the Company but have not yet become effective.
In June 2016, the FASB issued ASU 2016-13 – Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. This update requires financial assets measured at amortized cost basis to be presented at the net amount expected to be collected. The measurement of expected credit losses is based on relevant information about past events, including historical experience, current conditions, and reasonable and supportable forecasts that affect the collectibility of the reported amount. Since June 2016, the FASB issued clarifying updates to the new standard including changing the effective date for smaller reporting companies. The guidance will be effective for fiscal years beginning after December 15, 2022, and interim periods within those fiscal years. Early adoption is permitted. The Company is currently evaluating the requirements of this update and has not yet determined its impact on the Company’s consolidated financial statements.
In August 2018, the FASB issued ASU 2018-14 – Compensation – Retirement Benefits – Defined Benefit Plans – General (Subtopic 715-20): Disclosure Framework – Changes to the Disclosure Requirements for Defined Benefit Plans. This update modifies the annual disclosure requirements for employers that sponsor defined benefit pension or other postretirement plans by removing disclosures that are no longer considered cost beneficial, clarifying the specific requirements of disclosures and adding disclosure requirements identified as relevant. The guidance will be effective for fiscal years ending after December 15, 2020. Early adoption is permitted. The Company is currently evaluating the requirements of this update, but does not expect a material impact on the Company’s consolidated financial statements and related disclosures.
A. H. Belo Corporation Third Quarter 2019 on Form 10-Q 9
In August 2018, the FASB issued ASU 2018-15 – Intangibles – Goodwill and Other – Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That is a Service Contract. This update clarifies the accounting for implementation costs incurred in a cloud computing arrangement, or hosting arrangement, that is a service contract. Costs for implementation activities incurred during the application development stage will be capitalized depending on the nature of the costs, while costs incurred during the preliminary project and post implementation stages will be expensed as the activities are performed. The capitalized implementation costs will be expensed over the term of the hosting arrangement. The guidance will be effective for fiscal years beginning after December 15, 2019, and interim periods within those fiscal years. Early adoption is permitted. The Company currently anticipates adopting this standard prospectively as of January 1, 2020, and does not expect a material impact on the Company’s consolidated financial statements.
Based on the Company’s structure and organizational chart, the Company’s chief operating decision-maker (the “CODM”) is its Chief Executive Officer, Robert W. Decherd.
In the third quarter of 2019, in conjunction with a strategic change to a single decision-making reporting structure and based on how the Company’s CODM makes decisions about allocating resources and assessing performance, the Company determined it has one reportable segment. Prior to the third quarter, the Company had two reportable segments, Publishing and Marketing Services, that each operated as a single reporting unit with all corporate expenses included in Publishing. Historical financial information by segment has been recast and reported as one segment. See Note 4 – Revenue for disaggregated revenue by source.
On April 1, 2019, the Company completed the acquisition of certain assets of Cubic, Inc. for a cash purchase price of $2,356, net of $213 cash acquired. Transaction costs related to the purchase were a component of other production, distribution and operating costs in the Consolidated Statements of Operations and totaled $92, of which $0 and $86 were incurred in the three and nine months ended September 30, 2019, respectively.
The new entity Cubic Creative, Inc. (“Cubic Creative”) is located in Tulsa, Oklahoma and has approximately 25 employees. This acquisition adds creative strategy services, which complement service offerings currently available to A. H. Belo clients. The expected benefit from providing these additional services was attributed to goodwill, all of which is expected to be deductible for tax purposes. In the third quarter of 2019, the goodwill recorded as a result of this acquisition was fully impaired; see Note 6 – Goodwill and Intangible Assets.
The table below sets forth the finalized allocation of the purchase price.
|
|
|
|
|
|
|
|
|
|
|
Estimated |
Working capital, net of acquired cash |
|
$ |
228 |
Property, plant and equipment |
|
|
25 |
Other intangible assets |
|
|
510 |
Goodwill |
|
|
1,593 |
Total |
|
$ |
2,356 |
Operating results of the business acquired have been included in the Consolidated Statements of Operations from the acquisition date forward. Pro forma results of the Company, assuming the acquisition had occurred at the beginning of each period presented, would not be materially different from the results reported.
A. H. Belo Corporation Third Quarter 2019 on Form 10-Q 10
Revenue Recognition
Revenue is recognized when obligations under the terms of a contract with our customer are satisfied. This occurs when control of the promised goods or services is transferred to our customers, in an amount that reflects the consideration we expect to be entitled to in exchange for those goods or services. Sales tax collected concurrent with revenue-producing activities are excluded from revenue.
Accounts receivable are reported net of a valuation reserve that represents an estimate of amounts considered uncollectible. The Company estimates the allowance for doubtful accounts based on historical write-off experience and the Company’s knowledge of the customers’ ability to pay amounts due. Accounts are written-off after all collection efforts fail; generally, after one year has expired. Expense for such uncollectible amounts is included in other production, distribution and operating costs.
Notes receivable are recorded net of an allowance for doubtful accounts. Notes receivable primarily relates to the financed portion of the sale of the Company’s former headquarters (see Note 13 – Disposal of Assets). Interest income is accrued on the unpaid principal balance. The Company puts notes receivable on non-accrual status and provides an allowance against accrued interest if it is determined the likelihood of collecting substantially all of the note and accrued interest is not probable. Notes are written-off against the allowance when all possible means of collection have been exhausted and the potential for recovery is considered remote.
The table below sets forth revenue disaggregated by revenue source. Due to the third quarter 2019 change to a single decision-making reporting structure (see Note 2 – Segment Reporting), the Company determined that disaggregating revenue by print and digital products best aligned with the new Company structure. The 2018 amounts were recast for comparative purposes.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended September 30, |
|
Nine Months Ended September 30, |
||||||||
|
|
2019 |
|
2018 |
|
2019 |
|
2018 |
||||
|
|
|
|
|
(Recast) |
|
|
|
|
(Recast) |
||
Advertising and Marketing Services |
|
|
|
|
|
|
|
|
|
|
|
|
Print advertising |
|
$ |
13,878 |
|
$ |
16,502 |
|
$ |
45,434 |
|
$ |
50,664 |
Digital advertising and marketing services |
|
|
7,738 |
|
|
8,758 |
|
|
25,523 |
|
|
26,734 |
Total |
$ |
21,616 |
|
$ |
25,260 |
|
$ |
70,957 |
|
$ |
77,398 | |
|
|
|
|
|
|
|
|
|
|
|
|
|
Circulation |
|
|
|
|
|
|
|
|
|
|
|
|
Print circulation |
|
$ |
15,507 |
|
$ |
16,848 |
|
$ |
47,501 |
|
$ |
50,748 |
Digital circulation |
|
|
1,302 |
|
|
1,048 |
|
|
3,594 |
|
|
2,816 |
Total |
$ |
16,809 |
|
$ |
17,896 |
|
$ |
51,095 |
|
$ |
53,564 | |
|
|
|
|
|
|
|
|
|
|
|
|
|
Printing, Distribution and Other |
|
$ |
4,632 |
|
$ |
5,896 |
|
$ |
14,709 |
|
$ |
18,712 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Revenue |
|
$ |
43,057 |
|
$ |
49,052 |
|
$ |
136,761 |
|
$ |
149,674 |
Advertising and Marketing Services
Print advertising revenue represents sales of advertising space within the Company’s core and niche newspapers, as well as preprinted advertisements inserted into the Company’s core newspapers and niche publications or distributed to non-subscribers through the mail.
Digital advertising and marketing services revenue is generated by selling banner and real estate classified advertising on The Dallas Morning News’ website dallasnews.com, online employment and obituary classified advertising on third-party websites sold under a print/digital bundle package and sales of online automotive classifieds on the cars.com platform. In addition, it includes targeted and multi-channel (programmatic) advertising placed on third-party websites, content development, social media management, search optimization, creative strategy services, sale of promotional merchandise, and other consulting. The Company’s agreement to sell on the cars.com platform was not renewed and ended September 30, 2019.
Advertising and marketing services revenue is primarily recognized at a point in time when the ad or service is complete and delivered, based on the customers’ contract price. In addition, certain digital advertising revenue related to website access is recognized over time, based on the customers’ monthly rate.
A. H. Belo Corporation Third Quarter 2019 on Form 10-Q 11
For ads placed on certain third-party websites, the Company must evaluate whether it is acting as the principal, where revenue is reported on a gross basis, or acting as the agent, where revenue is reported on a net basis. Generally, the Company reports advertising revenue for ads placed on third-party websites on a net basis, meaning the amount recorded to revenue is the amount billed to the customer net of amounts paid to the publisher of the third-party website. The Company is acting as the agent because the publisher controls the advertising inventory.
Circulation
Print circulation revenue is generated primarily by selling home delivery subscriptions and from single copy sales to non-subscribers. Home delivery and single copy revenue is recognized at a point in time when the paper is delivered or purchased.
Digital circulation revenue is generated by digital-only subscriptions and is recognized over time, based on the customers’ monthly rate.
Printing, Distribution and Other
Printing, distribution and other revenue is primarily generated from printing and distribution of other newspapers, as well as production of preprinted advertisements for other newspapers. Printing, distribution and other revenue is recognized at a point in time when the product or service is delivered.
Remaining Performance Obligations
The Company has various advertising and digital services contracts that range from 13 months to 36 months. The Company recognizes revenue on the advertising contracts over the term of the agreement at a point in time when the service or product is delivered. The Company recognizes revenue on the digital services contracts over time, based on the customers’ monthly rate. At September 30, 2019, the remaining performance obligation was $4,016. The Company expects to recognize $473 over the remainder of 2019, $1,617 in 2020, $1,353 in 2021, and $573 in 2022.
Deferred Revenue
Deferred revenue is recorded when cash payments are received in advance of the Company’s performance, including amounts which are refundable. The short-term and long-term deferred revenue balance as of September 30, 2019, was $12,377, included in advance subscription payments, other accrued expense and other liabilities in the Consolidated Balance Sheet. In the nine months ended September 30, 2019, the balance decreased $218, primarily driven by $11,178 of revenue recognized that was included in the deferred revenue balance as of December 31, 2018, offset by cash payments received in advance of satisfying our performance obligations.
Practical Expedients and Exemptions
The Company generally expenses sales commissions and circulation acquisition costs when incurred because the amortization period would have been one year or less. These costs are recorded within employee compensation and benefits expense and other production, distribution and operating costs expense, respectively.
The Company does not disclose the value of unsatisfied performance obligations for contracts with an original expected length of one year or less and contracts for which revenue is recognized at the amount invoiced for services performed.
Adoption of ASU 2016-02 – Leases (Topic 842)
On January 1, 2019, the Company adopted ASU 2016-02 using the modified retrospective approach applied to all leases with a remaining lease term greater than one year. Results for reporting periods beginning after January 1, 2019, are presented in accordance with the new guidance under ASU 2016-02, while prior period amounts are not restated. The adoption of the new lease guidance resulted in the Company recognizing operating lease right-of-use assets and lease liabilities based on the present value of remaining minimum lease payments. For the discount rate assumption, the implicit rate was not readily determinable in the Company’s lease agreements. Therefore, the Company used an estimated secured incremental borrowing rate, based on the Company’s credit rating, adjusted for the weighted average term of each lease in determining the present value of lease payments. There was no impact to opening retained earnings.
A. H. Belo Corporation Third Quarter 2019 on Form 10-Q 12
The Company elected the practical expedients available under ASU 2016-02 and applied them consistently to all applicable leases. The Company did not apply ASU 2016-02 to any leases with a remaining term of 12 months or less. For these leases, no asset or liability was recorded and lease expense continues to be recognized on a straight-line basis over the lease term. As allowed by the practical expedients, the Company does not reassess whether any expired or existing contracts are or contain leases, does not reassess the lease classification for any expired or existing leases and does not reassess initial direct costs for existing leases. Additionally, the Company does not separately identify lease and nonlease components, such as maintenance costs.
Lease Accounting
The Company has various operating leases primarily for office space and other distribution centers, some of which include escalating lease payments and options to extend or terminate the lease. The Company determines if a contract is a lease at the inception of the arrangement. The exercise of lease renewal options are at the Company’s sole discretion and options are recognized when it is reasonably certain the Company will exercise the option. The Company’s leases have remaining terms of less than 1 year to 15 years. The Company does not have lease agreements with residual value guarantees, sale leaseback terms or material restrictive covenants.
The Company has a sublease with Denton Publishing Company for a remaining term of approximately four years. Additionally, the Company has various subleases with distributors, for distribution center space, with varying remaining lease terms of less than one year to two years and are cancellable with notice by either party. As of September 30, 2019, sublease income is expected to approximate $208 for the remainder of 2019, $388 in 2020, $237 in 2021, $223 in 2022, and $129 in 2023.
Operating lease right-of-use assets and liabilities are recognized at commencement date of lease agreements greater than one year based on the present value of lease payments over the lease term. Lease expense is recognized on a straight-line basis over the lease term and variable lease costs are expensed as incurred. In the third quarter of 2019, the Company recorded an additional right-of-use asset and liability of $505 for a lease that commenced on September 1, 2019, with a lease term of five years. As of September 30, 2019, the Company entered into two additional operating leases with lease terms of three years, which will result in an additional right-of-use asset and liability of approximately $1,200 upon commencement.
The table below sets forth supplemental Consolidated Balance Sheet information for the Company’s leases.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Classification |
|
September 30, 2019 |
||
Assets |
|
|
|
|
|
|
|
Operating |
|
|
Operating lease right-of-use assets |
|
$ |
22,119 | |
|
|
|
|
|
|
|
|
Liabilities |
|
|
|
|
|
|
|
Operating |
|
|
|
|
|
|
|
Current |
|
|
Other accrued expense |
|
$ |
1,705 | |
Noncurrent |
|
|
Long-term operating lease liabilities |
|
|
23,598 | |
Total lease liabilities |
|
|
|
|
$ |
25,303 | |
|
|
|
|
|
|
|
|
Lease Term and Discount Rate |
|
|
|
|
|
|
|
Operating leases |
|
|
|
|
|
|
|
Weighted average remaining lease term (years) |
|
|
|
|
|
11.7 | |
Weighted average discount rate (%) |
|
|
|
|
|
7.5 |
A. H. Belo Corporation Third Quarter 2019 on Form 10-Q 13
The table below sets forth components of lease expense and supplemental cash flow information for the Company’s leases.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended September 30, 2019 |
|
|
Nine Months Ended September 30, 2019 |
|
Lease Cost |
|
|
|
|
|
|
Operating lease cost |
|
$ |
1,072 |
|
$ |
3,172 |
Short-term lease cost |
|
|
30 |
|
|
121 |
Variable lease cost |
|
|
175 |
|
|
420 |
Sublease income |
|
|
(172) |
|
|
(515) |
Total lease cost |
|
$ |
1,105 |
|
$ |
3,198 |
|
|
|
|
|
|
|
Supplemental Cash Flow Information |
|
|
|
|
|
|
Cash paid for operating leases included in operating activities |
|
|
|
|
$ |
3,057 |
Right-of-use assets obtained in exchange for operating lease liabilities |
|
|
|
|
|
23,886 |
The table below sets forth the remaining maturities of the Company’s lease liabilities as of September 30, 2019.
|
|
|
|
|
|
|
|
Years Ending December 31, |
|
Operating Leases |
|
2019 |
|
$ |
721 |
2020 |
|
|
3,688 |
2021 |
|
|
3,661 |
2022 |
|
|
3,613 |
2023 |
|
|
3,139 |
Thereafter |
|
|
24,588 |
Total lease payments |
|
|
39,410 |
Less: imputed interest |
|
|
14,107 |
Total lease liabilities |
|
$ |
25,303 |
The table below sets forth the future minimum obligations for operating leases in effect as of December 31, 2018, as determined prior to the adoption of ASU 2016-02. Total operating lease expense was $4,688 for the year ended December 31, 2018.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
2019 |
|
|
2020 |
|
|
2021 |
|
|
2022 |
|
|
2023 |
|
|
Thereafter |
Operating lease commitments |
$ |
41,837 |
|
$ |
4,403 |
|
$ |
3,588 |
|
$ |
3,575 |
|
$ |
3,467 |
|
$ |
3,533 |
|
$ |
23,271 |
Note 6: Goodwill and Intangible Assets
In the third quarter of 2019, the Company reorganized all of its operations into a single decision-making reporting structure resulting in one reportable segment. Prior to the third quarter, the Company had two reportable segments, Publishing and Marketing Services, that each operated as a single reporting unit (see Note 2 – Segment Reporting). The table below sets forth intangible assets as of September 30, 2019 and December 31, 2018.
|
|
|
|
|
|
|
|
|
|
|
|
|
September 30, |
|
December 31, |
||
|
2019 |
|
2018 |
||
|
|
|
|
|
(Restated) |
Intangible Assets |
|
|
|
|
|
Cost |
$ |
2,030 |
|
$ |
6,470 |
Accumulated Amortization |
|
(1,572) |
|
|
(3,196) |
Asset Impairments |
|
— |
|
|
(2,970) |
Net Carrying Value |
$ |
458 |
|
$ |
304 |
The intangible assets include $1,520 of developed technology with an estimated useful life of five years and net carrying value of $76 that will be fully amortized by the end of 2019, and $510 of customer relationships with estimated useful lives of two years and net carrying value of $382. Aggregate amortization expense was $140 and $199 for the three months ended September 30, 2019 and 2018, respectively, and $356 and $599 for the nine months ended September 30, 2019 and 2018, respectively.
A. H. Belo Corporation Third Quarter 2019 on Form 10-Q 14
In the second quarter of 2019, in connection with the Cubic Creative acquisition, the Company recorded $1,593 of goodwill. In the third quarter of 2019, the Company made a strategic change to move to a single-decision making reporting structure. With this restructuring, the Company revised its financial forecast for the remainder of the year, which resulted in a significant decrease in operating income for the Marketing Services reporting unit. The reorganization to one operating segment coupled with the significant decrease in the Marketing Services forecast was determined to be a triggering event that required an impairment review of goodwill and long-lived assets. Prior to the organizational changes that resulted in one reportable segment, Cubic Creative was determined to be a component within the Marketing Services segment.
In the third quarter of 2019, the Company tested the Marketing Services segment’s goodwill for impairment using a discounted cash flow methodology with a peer-based risk-adjusted weighted average cost of capital. The Company believes the use of a discounted cash flow approach is the most reliable indicator of the estimated fair value of the business. Upon completion of the test, it was determined the Marketing Services reporting unit’s carrying value exceeded its estimated fair value. Accordingly, the Company recorded a noncash goodwill impairment charge of $1,593 in the third quarter of 2019, fully impairing goodwill.
In connection with the goodwill impairment, the Company conducted a long-lived assets impairment test for Marketing Services. Upon completion of the test, it was determined the Marketing Services reporting unit’s long-lived assets’ estimated fair values were equal to or exceeded the carrying value and accordingly, no impairment was warranted.
Note 7: Related Party Transactions
On March 1, 2019, the Company made a loan of $200 to eSite Analytics, Inc. As of September 30, 2019 and December 31, 2018, the Company had a note receivable of $625 and $650, respectively, included in prepaids and other current assets, and other assets in the Consolidated Balance Sheets, respectively. The Company accounts for eSite Analytics, Inc. as an equity method investment.
On February 13, 2020, eSite Analytics, Inc. paid off their loan, including interest.
The Company historically determined the quarterly income tax provision using a discrete year-to-date calculation due to volatility in the newspaper industry and the resulting inability to reliably forecast income or loss before income taxes. The Company calculated the income tax expense or benefit for 2019 interim periods using an estimated annual effective tax rate based on its annual income before income taxes, adjusted for permanent differences, which it applied to the year-to-date income (loss) before income taxes. Although volatility still exists in the newspaper industry, the Company is appropriately using an estimated annual effective tax rate to calculate its quarterly income tax provision, given the Company’s ability to reliably forecast for the current annual period.
The Company recognized income tax provision (benefit) of $(1,808) and $596 for the three months ended September 30, 2019 and 2018, respectively, and $4,688 and $(661) for the nine months ended September 30, 2019 and 2018, respectively. Effective income tax rates were 31.1 percent and 10.6 percent for the nine months ended September 30, 2019 and 2018, respectively. The income tax benefit for the three months ended September 30, 2019, was due to the Texas margin tax, offset by losses generated from operations in the third quarter. The income tax provision for the nine months ended September 30, 2019, was due to the Texas margin tax and year-to-date income, primarily a result of income generated from the sale of the Company’s former headquarters in the second quarter of 2019 (see Note 13 – Disposal of Assets).
In the second and third quarter of 2018, the Company received a refund of $3,210 and $4,095, respectively, for 2016 and 2017 tax benefits recognized that were carried back against taxes paid in 2014.
Note 9: Pension and Other Retirement Plans
Defined Benefit Plans. The Company sponsors the A. H. Belo Pension Plans (the “Pension Plans”), which provide benefits to approximately 1,400 current and former employees of the Company. A. H. Belo Pension Plan I provides benefits to certain current and former 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 former employees of The Providence Journal Company. This obligation was retained by the Company upon the sale of the newspaper operations of The Providence Journal. No additional benefits are accruing under the A. H. Belo Pension Plans, as future benefits were frozen.
No contributions are required to the A. H. Belo Pension Plans in 2019 under the applicable tax and labor laws governing pension plan funding.
A. H. Belo Corporation Third Quarter 2019 on Form 10-Q 15
Net Periodic Pension Benefit
The Company’s estimates of net periodic pension expense or benefit are based on the expected return on plan assets, interest on the projected benefit obligations and the amortization of actuarial gains and losses that are deferred in accumulated other comprehensive loss. The table below sets forth components of net periodic pension benefit, which are included in other income, net in the Consolidated Statements of Operations.
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Three Months Ended September 30, |
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Nine Months Ended September 30, |
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2019 |
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2018 |
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2019 |
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2018 |
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Interest cost |
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$ |
1,973 |
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$ |
1,796 |
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$ |
5,922 |
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$ |
5,389 |
Expected return on plans' assets |
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(2,866) |
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(2,894) |
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(8,599) |
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(8,681) |
Amortization of actuarial loss |
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70 |
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168 |
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209 |
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503 |
Net periodic pension benefit |
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$ |
(823) |
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$ |
(930) |
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$ |
(2,468) |
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$ |
(2,789) |
Defined Contribution Plans. The A. H. Belo Savings Plan (the “Savings Plan”), a defined contribution 401(k) plan, covers substantially all employees of A. H. Belo. Participants may elect to contribute a portion of their pretax compensation as provided by the Savings Plan and the Internal Revenue Code. Employees can contribute up to 100 percent of their annual eligible compensation less required withholdings and deductions up to statutory limits. The Company provides an ongoing dollar-for-dollar match of eligible employee contributions, up to 1.5 percent of the employees’ compensation. During the three months ended September 30, 2019 and 2018, the Company recorded expense of $178 and $199, respectively, and during the nine months ended September 30, 2019 and 2018, the Company recorded expense of $503 and $653, respectively, for matching contributions to the Savings Plan.
Dividends. On September 11, 2019, the Company’s board of directors declared an $0.08 per share dividend to shareholders of record as of the close of business on November 15, 2019, paid on December 6, 2019.
Treasury Stock. The Company repurchased shares of its common stock pursuant to a publicly announced share repurchase program authorized by the Company’s board of directors. The agreement to repurchase the Company’s stock expired in the fourth quarter of 2019 and was not renewed.
Outstanding Shares. The Company had Series A and Series B common stock outstanding of 18,974,107 and 2,469,348, respectively, net of treasury shares at September 30, 2019. At December 31, 2018, the Company had Series A and Series B common stock outstanding of 19,157,358 and 2,469,555, respectively, net of treasury shares.
Accumulated other comprehensive loss. Accumulated other comprehensive loss consists of actuarial gains and losses attributable to the A. H. Belo Pension Plans, gains and losses resulting from Pension Plans’ amendments and other actuarial experience attributable to other post-employment benefit (“OPEB”) plans. The Company records amortization of the components 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 Pension Plans’ participants. Gains and losses associated with the Company’s OPEB plans are amortized over the average remaining service period of active OPEB plans’ participants.
A. H. Belo Corporation Third Quarter 2019 on Form 10-Q 16
The tables below set forth the changes in accumulated other comprehensive loss, net of tax, as presented in the Company’s consolidated financial statements.
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Three Months Ended September 30, |
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2019 |
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2018 |
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Total |
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Defined |
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Other post- |
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Total |
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Defined |
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Other post- |
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Balance, beginning of period |
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$ |
(37,516) |
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$ |
(37,864) |
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$ |
348 |
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$ |
(24,617) |
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$ |
(25,099) |
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$ |
482 |
Amortization |
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63 |
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70 |
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(7) |
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158 |
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168 |
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(10) |
Balance, end of period |
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$ |
(37,453) |
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$ |
(37,794) |
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$ |
341 |
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$ |
(24,459) |
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$ |
(24,931) |
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$ |
472 |
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Nine Months Ended September 30, |
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2019 |
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2018 |
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Total |
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Defined |
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Other post- |
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Total |
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Defined |
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Other post- |
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Balance, beginning of period |
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$ |
(37,641) |
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$ |
(38,003) |
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$ |
362 |
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$ |
(24,932) |
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$ |
(25,434) |
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$ |
502 |
Amortization |
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188 |
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209 |
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(21) |
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473 |
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503 |
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(30) |
Balance, end of period |
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$ |
(37,453) |
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$ |
(37,794) |
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$ |
341 |
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