Note 11 - Guarantor Financial Information

12 Months Ended

Dec. 31, 2012

Condensed Financial Statements [Text Block]

Note 11: Guarantor Financial Information

The Company’s subsidiaries guarantee the debt securities of the parent company. The Company’s subsidiaries are 100% owned except for the VIE described in Note 6; all subsidiaries except those in the non-guarantor column (which is the VIE) currently guarantee the debt securities. These guarantees are full and unconditional and on a joint and several basis. The following financial information presents condensed consolidating balance sheets, statements of operations, and statements of cash flows for the parent company, the Guarantor Subsidiaries, and the Non-Guarantor Subsidiaries, together with certain eliminations.

Media General, Inc.

Condensed Consolidating Balance Sheet

As of December 31, 2012

(In thousands)

	Media General			Guarantor			Non-Guarantor						Media General
	Corporate			Subsidiaries			Subsidiaries			Eliminations			Consolidated
ASSETS
Current assets:
Cash and cash equivalents	$	36,414		$	388		$	-		$	-		$	36,802
Accounts receivable - net		-			58,486			-			-			58,486
Other		6,562			11,931			-			-			18,493
Assets of discontinued operations		-			670			-			-			670
Total current assets		42,976			71,475			-			-			114,451
Investment in and advances to subsidiaries		14,281			1,346,705			-			(1,360,986	)		-
Intercompany note receivable		564,681			-			-			(564,681	)		-
Other assets		38,469			6,795			198			-			45,462
Property, plant and equipment - net		19,647			146,458			-			-			166,105
FCC licenses and other intangibles - net		-			200,254			-			-			200,254
Excess of cost over fair value of net identifiable assets of acquired businesses		-			247,149			-			-			247,149
TOTAL ASSETS	$	680,054		$	2,018,836		$	198		$	(1,925,667	)	$	773,421
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Current liabilities:
Accounts payable	$	7,488		$	4,181		$	-		$	-		$	11,669
Accrued expenses and other liabilities		36,155			28,207			-			-			64,362
Liabilities of discontinued operations		-			467			-			-			467
Total current liabilities		43,643			32,855			-			-			76,498
Long-term debt		295,714			7			-			-			295,721
Long-term debt - related party		257,466			-			-			-			257,466
Intercompany loan		-			564,681			-			(564,681	)		-
Retirement, postretirement and postemployment plans		242,309			-			-			-			242,309
Deferred income taxes		-			58,865			-			-			58,865
Other liabilities and deferred credits		15,567			2,442			777			-			18,786
Stockholders' equity (deficit):
Common stock		138,819			2,801			-			(2,801	)		138,819
Additional paid-in capital		24,603			1,733,641			(1,977	)		(1,733,243	)		23,024
Accumulated other comprehensive loss		(219,656	)		-			-			-			(219,656	)
Retained earnings (accumulated deficit)		(118,411	)		(376,456	)		1,398			375,058			(118,411	)
Total stockholders' equity (deficit)		(174,645	)		1,359,986			(579	)		(1,360,986	)		(176,224	)
TOTAL LIABILITIES & STOCKHOLDERS' EQUITY (DEFICIT)	$	680,054		$	2,018,836		$	198		$	(1,925,667	)	$	773,421

Media General, Inc.

Condensed Consolidating Balance Sheet

As of December 25, 2011

(In thousands)

	Media General			Guarantor			Non-Guarantor						Media General
	Corporate			Subsidiaries			Subsidiaries			Eliminations			Consolidated
ASSETS
Current assets:
Cash and cash equivalents	$	21,674		$	1,434		$	-		$	-		$	23,108
Accounts receivable - net		-			58,587			-			-			58,587
Other		3,698			13,726			-			-			17,424
Assets of discontinued operations		-			331,784			-			-			331,784
Total current assets		25,372			405,531			-			-			430,903
Investment in and advances to subsidiaries		233,450			1,985,266			-			(2,218,716	)		-
Intercompany note receivable		677,469			-			-			(677,469	)		-
Other assets		19,694			8,378			205			-			28,277
Property, plant and equipment - net		25,813			151,008			-			-			176,821
FCC licenses and other intangibles - net		-			202,891			-			-			202,891
Excess of cost over fair value of net identifiable assets of acquired businesses		-			247,149			-			-			247,149
TOTAL ASSETS	$	981,798		$	3,000,223		$	205		$	(2,896,185	)	$	1,086,041
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Current liabilities:
Accounts payable	$	11,390		$	5,143		$	-		$	(6	)	$	16,527
Accrued expenses and other liabilities		33,430			13,042			-			-			46,472
Liabilities of discontinued operations		-			38,716			-			-			38,716
Total current liabilities		44,820			56,901			-			(6	)		101,715
Long-term debt		658,199			-			-			-			658,199
Intercompany loan		-			677,469			-			(677,469	)		-
Retirement, postretirement and postemployment plans		223,132			-			-			-			223,132
Deferred income taxes		-			45,954			-			-			45,954
Other liabilities and deferred credits		19,403			2,890			795			-			23,088
Stockholders' equity (deficit):
Common stock		115,487			4,872			-			(4,872	)		115,487
Additional paid-in capital		31,002			2,435,790			(1,994	)		(2,436,087	)		28,711
Accumulated other comprehensive loss		(185,116	)		-			-			-			(185,116	)
Retained earnings (accumulated deficit)		74,871			(223,653	)		1,404			222,249			74,871
Total stockholders' equity (deficit)		36,244			2,217,009			(590	)		(2,218,710	)		33,953
TOTAL LIABILITIES & STOCKHOLDERS' EQUITY (DEFICIT)	$	981,798		$	3,000,223		$	205		$	(2,896,185	)	$	1,086,041

Media General, Inc.
Condensed Consolidating Statements of Operations and Comprehensive Loss

Fiscal Year Ended December 31, 2012

(In thousands)

	Media General			Guarantor			Non-Guarantor						Media General
	Corporate			Subsidiaries			Subsidiaries			Eliminations			Consolidated
Station revenue (less agency commissions)	$	28,662		$	359,880		$	-		$	(28,820	)	$	359,722
Operating costs:
Station production expenses		-			126,118			-			(122	)		125,996
Station, selling, general, and administrative expenses		-			116,942			-			(28,707	)		88,235
Corporate and other expenses		29,828			1,871			6			-			31,705
Depreciation and software amortization		2,547			19,875			-			-			22,422
Amortization of intangible assets		-			2,637			-			-			2,637
Loss (gain) related to fixed assets, net		1,374			688			-			-			2,062
Total operating costs		33,749			268,131			6			(28,829	)		273,057
Operating income (loss)		(5,087	)		91,749			(6	)		9			86,665
Other income (expense):
Interest expense		(51,501	)		(65	)		-			-			(51,566	)
Interest expense - related party		(26,468	)		-			-			-			(26,468	)
Debt modification and extinguishment costs		(35,415	)		-			-			-			(35,415	)
Intercompany interest income (expense)		77,348			(77,348	)		-			-			-
Investment income (loss) - consolidated affiliates		(152,809	)		-			-			152,809			-
Other, net		515			(57	)		-			-			458
Total other income (expense)		(188,330	)		(77,470	)		-			152,809			(112,991	)
Income (loss) from continuing operations before
income taxes		(193,417	)		14,279			(6	)		152,818			(26,326	)
Income tax expense		-			13,631			-			-			13,631
Income (loss) from continuing operations		(193,417	)		648			(6	)		152,818			(39,957	)
Discontinued operations (net of tax):
Loss from discontinued operations		-			(11,261	)		-			(9	)		(11,270	)
Loss related to divesture of discontinued operations		-			(142,190	)		-			-			(142,190	)
Net income (loss)	$	(193,417	)	$	(152,803	)	$	(6	)	$	152,809		$	(193,417	)
Other comprehensive loss (net of tax)		(34,540	)		-			-			-			(34,540	)
Comprehensive income (loss)	$	(227,957	)	$	(152,803	)	$	(6	)	$	152,809		$	(227,957	)

Media General, Inc.

Condensed Consolidating Statements of Operations and Comprehensive Loss

Fiscal Year Ended December 25, 2011

(In thousands)

	Media General			Guarantor			Non-Guarantor						Media General
	Corporate			Subsidiaries			Subsidiaries			Eliminations			Consolidated
Station revenue (less agency commissions)	$	30,669		$	280,830		$	-		$	(30,888	)	$	280,611
Operating costs:
Station production expenses		-			111,614			-			(28	)		111,586
Station, selling, general, and administrative expenses		-			111,332			-			(30,860	)		80,472
Corporate and other expenses		31,467			2,297			(113	)		-			33,651
Depreciation and software amortization		2,598			20,431			-			-			23,029
Amortization of intangible assets		-			5,253			-			-			5,253
Loss (gain) related to fixed assets, net		(342	)		555			-			-			213
Total operating costs		33,723			251,482			(113	)		(30,888	)		254,204
Operating income (loss)		(3,054	)		29,348			113			-			26,407
Other income (expense):
Interest expense		(64,358	)		(45	)		-			-			(64,403	)
Intercompany interest income (expense)		66,459			(66,459	)		-			-			-
Investment income (loss) - consolidated affiliates		(76,757	)		-			-			76,757			-
Other, net		1,388			(107	)		-			-			1,281
Total other income (expense)		(73,268	)		(66,611	)		-			76,757			(63,122	)
Income (loss) from continuing operations before
income taxes		(76,322	)		(37,263	)		113			76,757			(36,715	)
Income tax expense (benefit)		(2,000	)		14,218			-			-			12,218
Income (loss) from continuing operations		(74,322	)		(51,481	)		113			76,757			(48,933	)
Discontinued operations (net of tax):
Loss from discontinued operations		-			(25,389	)		-			-			(25,389	)
Net income (loss)	$	(74,322	)	$	(76,870	)	$	113		$	76,757		$	(74,322	)
Other comprehensive loss (net of tax)		(58,317	)		-			-			-			(58,317	)
Comprehensive income (loss)	$	(132,639	)	$	(76,870	)	$	113		$	76,757		$	(132,639	)

Media General, Inc.

Condensed Consolidating Statements of Operations and Comprehensive Loss

Fiscal Year Ended December 26, 2010

(In thousands)

	Media General			Guarantor			Non-Guarantor						Media General
	Corporate			Subsidiaries			Subsidiaries			Eliminations			Consolidated
Station revenue (less agency commissions)	$	32,356		$	409,603		$	-		$	(137,161	)	$	304,798
Operating costs:
Station production expenses		-			118,354			-			(312	)		118,042
Station, selling, general, and administrative expenses		-			217,982			-			(136,860	)		81,122
Corporate and other expenses		33,395			2,412			(233	)		-			35,574
Depreciation and software amortization		2,255			20,985			-			-			23,240
Amortization of intangible assets		-			5,253			-			-			5,253
Loss (gain) related to fixed assets, net		(442	)		453			-			-			11
Total operating costs		35,208			365,439			(233	)		(137,172	)		263,242
Operating income (loss)		(2,852	)		44,164			233			11			41,556
Other income (expense):
Interest expense		(65,570	)		(27	)		-			-			(65,597	)
Debt modification and extinguishment costs		(5,450	)		-			-			-			(5,450	)
Intercompany interest income (expense)		54,659			(54,659	)		-			-			-
Investment income (loss) - consolidated affiliates		(7,071	)		-			-			7,071			-
Other, net		1,023			(34	)		-			-			989
Total other income (expense)		(22,409	)		(54,720	)		-			7,071			(70,058	)
Income (loss) from continuing operations before
income taxes		(25,261	)		(10,556	)		233			7,082			(28,502	)
Income tax expense (benefit)		(1,667	)		11,710			-			-			10,043
Income (loss) from continuing operations		(23,594	)		(22,266	)		233			7,082			(38,545	)
Discontinued operations (net of tax):
Loss from discontinued operations		956			14,965			-			(14	)		15,907
Net income (loss)	$	(22,638	)	$	(7,301	)	$	233		$	7,068		$	(22,638	)
Other comprehensive loss (net of tax)		(9,096	)		-			-			-			(9,096	)
Comprehensive income (loss)	$	(31,734	)	$	(7,301	)	$	233		$	7,068		$	(31,734	)

Media General, Inc.

Condensed Consolidating Statements of Cash Flows

Fiscal Year Ended December 31, 2012

(In thousands)

	Media General			Guarantor			Non-Guarantor						Media General
	Corporate			Subsidiaries			Subsidiaries			Eliminations			Consolidated
Cash flows from operating activities:
Net cash (used) provided by operating activities	$	(90,932	)	$	127,338		$	(17	)	$	-		$	36,389
Cash flows from investing activities:
Capital expenditures		(1,393	)		(16,493	)		-			-			(17,886	)
Collateral deposit related to letters of credit		(4,830	)		-			-			-			(4,830	)
Net proceeds from sales of discontinued operations		135,642			-			-			-			135,642
Net change in intercompany note receivable		112,788			-			-			(112,788	)		-
Other, net		894			906			-			-			1,800
Net cash provided (used) by investing activities		243,101			(15,587	)		-			(112,788	)		114,726
Cash flows from financing activities:
Increase in borrowings		13,000			-			-			-			13,000
Repayment of borrowings		(377,298	)		-			-			-			(377,298	)
Increase in related party borrowings		382,500			-			-			-			382,500
Repayment of related party borrowings		(126,963	)		-			-			-			(126,963	)
Debt issuance costs		(28,868	)		-			-			-			(28,868	)
Net change in intercompany loan		-			(112,788	)		-			112,788			-
Other, net		200			(9	)		17			-			208
Net cash provided (used) by financing activities		(137,429	)		(112,797	)		17			112,788			(137,421	)
Net increase (decrease) in cash and cash equivalents		14,740			(1,046	)		-			-			13,694
Cash and cash equivalents at beginning of year		21,674			1,434			-			-			23,108
Cash and cash equivalents at end of period	$	36,414		$	388		$	-		$	-		$	36,802

Media General, Inc.

Condensed Consolidating Statements of Cash Flows

Fiscal Year Ended December 25, 2011

(In thousands)

	Media General			Guarantor			Non-Guarantor						Media General
	Corporate			Subsidiaries			Subsidiaries			Eliminations			Consolidated
Cash flows from operating activities:
Net cash provided by operating activities	$	3,402		$	13,173		$	88		$	-		$	16,663
Cash flows from investing activities:
Capital expenditures		(1,772	)		(17,281	)		-			-			(19,053	)
Net change in intercompany note receivable		(4,204	)		-			-			4,204			-
Other, net		74			374			-			-			448
Net cash (used) provided by investing activities		(5,902	)		(16,907	)		-			4,204			(18,605	)
Cash flows from financing activities:
Increase in borrowings		112,500			-			-			-			112,500
Repayment of borrowings		(118,786	)		-			-			-			(118,786	)
Net change in intercompany loan		-			4,204			-			(4,204	)		-
Other, net		(433	)		(3	)		(88	)		-			(524	)
Net cash (used) provided by financing activities		(6,719	)		4,201			(88	)		(4,204	)		(6,810	)
Net (decrease) increase in cash and cash equivalents		(9,219	)		467			-			-			(8,752	)
Cash and cash equivalents at beginning of year		30,893			967			-			-			31,860
Cash and cash equivalents at end of period	$	21,674		$	1,434		$	-		$	-		$	23,108

Media General, Inc.

Condensed Consolidating Statements of Cash Flows

Fiscal Year Ended December 26, 2010

(In thousands)

	Media General			Guarantor			Non-Guarantor						Media General
	Corporate			Subsidiaries			Subsidiaries			Eliminations			Consolidated
Cash flows from operating activities:
Net cash (used) provided by operating activities	$	(7,063	)	$	92,782		$	(13	)	$	-		$	85,706
Cash flows from investing activities:
Capital expenditures		(1,489	)		(24,993	)		-			-			(26,482	)
Net change in intercompany note receivable		68,954			-			-			(68,954	)		-
Other, net		73			619			-			-			692
Net cash provided (used) by investing activities		67,538			(24,374	)		-			(68,954	)		(25,790	)
Cash flows from financing activities:
Increase in borrowings		134,156			-			-			-			134,156
Repayment of borrowings		(476,625	)		(28	)		-			-			(476,653	)
Proceeds from issuance of senior notes		293,070			-			-			-			293,070
Debt issuance costs		(12,078	)		-			-			-			(12,078	)
Net change in intercompany loan		-			(68,954	)		-			68,954			-
Other, net		204			-			13			-			217
Net cash (used) provided by financing activities		(61,273	)		(68,982	)		13			68,954			(61,288	)
Net decrease in cash and cash equivalents		(798	)		(574	)		-			-			(1,372	)
Cash and cash equivalents at beginning of year		31,691			1,541			-			-			33,232
Cash and cash equivalents at end of period	$	30,893		$	967		$	-		$	-		$	31,860