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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): January 24, 2008
A. H. BELO CORPORATION
(Exact name of registrant as specified in its charter)
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Delaware
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1-33741
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38-3765318 |
(State or other jurisdiction
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(Commission File Number)
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(I.R.S. Employer |
of in Company or organization)
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Identification No.) |
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P. O. Box 224866 |
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Dallas, Texas
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75222-4866 |
(Address of principal executive offices)
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(Zip Code) |
Registrants telephone number, including area code: (214) 977-8200
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under
the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under
the Exchange Act (17 CFR 240.13e-4(c)) |
Item 2.06. Material Impairments.
On January 24, 2008, Belo Corp., the parent company of A. H. Belo Corporation, announced that it completed its required annual impairment testing of goodwill and other intangible assets using the methodology prescribed by Statement of Financial Accounting Standards (SFAS), 142 Goodwill and Other Intangible Assets and that, as a result, Belo Corp. will incur a non-cash charge to goodwill of approximately
$348 million in the fourth quarter of 2007 related to goodwill impairment at The Providence Journal and The Press-Enterprise in Riverside, CA. There is no tax effect related to the impairment charge, and this non-cash charge will not affect A. H. Belo Corporations liquidity, cash flows from operating activities or debt covenants, or have any impact on future operations. A copy of the press release announcing the completion of impairment testing is attached as Exhibit 99.1 and
(expressly including, without limitation, the press releases last two paragraphs, regarding forward-looking statements) is incorporated by reference herein.
Item 9.01. Financial Statements and Exhibits.
(d)Exhibits.
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99.1 |
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Press Release issued by Belo Corp. on January 24, 2008 |
Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly
caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
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A. H. BELO CORPORATION
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Date: January 25, 2008 |
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/s/ Alison K. Engel
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Alison K. Engel |
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Senior Vice President/Chief
Financial Officer |
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EXHIBIT INDEX
99.1 |
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Press Release issued by Belo Corp. on January 24, 2008 |
exv99w1
Exhibit 99.1
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FOR IMMEDIATE RELEASE |
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Thursday, January 24, 2008 |
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3:00 P.M. CST |
BELO ANNOUNCES NON-CASH GOODWILL IMPAIRMENT CHARGE
SEC declares Form 10 effective related to spin-off
DALLAS Belo Corp. (NYSE: BLC) announced today that the Company completed its annual
impairment testing of goodwill and other intangible assets using the methodology prescribed by
Statement of Financial Accounting Standards No. 142. As a result of the testing, the Company will
incur a total non-cash charge to goodwill of approximately $370 million in the fourth quarter of
2007 related to goodwill impairment at The Providence Journal, The Press-Enterprise in Riverside,
CA and, to a lesser extent, WHAS-TV in Louisville, which represents approximately $22 million of
the total charge. There is no tax effect related to the impairment charge and the Company
estimates the EPS impact to be approximately $3.60 per share.
Belo
also announced today that the Securities and Exchange Commission has declared A. H. Belo Corporations (NYSE: AHC) information statement on Form 10 effective in connection with
the planned spin-off of the Companys newspaper businesses and related assets. The New York Stock
Exchange began when issued trading in the AHC Series A common stock yesterday.
As with similar impairment charges announced by several of Belos peer companies over the past
two years, the impairment is a non-cash charge to earnings, and it will not affect the Companys
liquidity, cash flows from operating activities or debt covenants, or have any impact on future
operations.
Despite challenging industry conditions for all media companies, these required goodwill
impairment charges are not reflective of our positive view of the value of Belos underlying
businesses, said Robert W. Decherd, chairman and Chief Executive Officer. We remain optimistic
and encouraged about the future success and value of our businesses both as to newspapers and
television.
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Belo Announces Impairment Charge
January 24, 2008
Page Two
About Belo
Belo Corp. is one of the nations largest media companies with a diversified group of
market-leading television, newspaper, cable and interactive media assets.
A Fortune 1000 company with 7,000 employees and approximately $1.6 billion in annual revenues, Belo
operates in some of Americas most dynamic markets in Texas, the Northwest, the Southwest, the
Mid-Atlantic and Rhode Island. Belo owns 20 television stations, six of which are in the 15
largest U.S. broadcast markets. The Company also owns or operates six cable news stations and
manages one television station through a local marketing agreement. Belos daily newspapers are
The Dallas Morning News, The Providence Journal, The Press-Enterprise (Riverside, CA) and the
Denton Record-Chronicle (Denton, TX). The Company also publishes specialty publications targeting
young adults, and the fast-growing Hispanic market, including Quick and Al Día in Dallas/Fort
Worth, and El D and La Prensa in Riverside. Belo
operates more than 30 Web sites associated with its operating companies. Additional
information is available at www.belo.com or by contacting Paul Fry, vice president/Investor
Relations & Corporate Communications, at 214-977-6835.
Statements in this communication concerning Belos business outlook or future economic
performance, anticipated profitability, revenue, expenses, dividends, capital expenditures,
investments, future financings, or 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, uncertainties regarding
the execution, timing, costs, consequences (including tax consequences), and other effects of the
spin-off of the newspaper business of Belo; changes in capital market conditions and prospects, and
other factors such as changes in advertising demand, interest rates and newsprint prices; newspaper
circulation matters, including changes in readership patterns and demography, and audits and
related actions by the Audit Bureau of Circulations; technological changes, including the
transition to digital television and the development of new systems to distribute television and
other audio-visual content; development of Internet commerce; industry cycles; changes in pricing
or other actions by competitors and suppliers; Federal Communications Commission and other
regulatory 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 and dispositions; general economic conditions;
and significant armed conflict, as well as other risks detailed in Belos other public disclosures,
and filings with the Securities and Exchange Commission (SEC) including the Annual Report on Form
10-K.
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