UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, DC. 20549
Form 10-Q
[X] |
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended September 30, 2013
OR
[ ] |
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
Commission file number: 1-6383
MEDIA GENERAL, INC.
(Exact name of registrant as specified in its charter)
Commonwealth of Virginia (State or other jurisdiction of incorporation or organization) 54-0850433 (I.R.S. Employer Identification No.) 333 E. Franklin St., Richmond, VA (Address of principal executive offices) 23219 (Zip Code)
(804) 887-5000
(Registrant's telephone number, including area code)
N/A
(Former name, former address and former fiscal year,
if changed since last report.)
Indicate by check mark whether the 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 X No
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
Yes X No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company (as defined in Rule 12b-2 of the Exchange Act).
Larger accelerated filer Accelerated filer X Non-accelerated filer Smaller reporting company
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes No X
Indicate the number of shares outstanding of each of the issuer's classes of common stock as of October 31, 2013.
Class A Common shares: 27,632,216 Class B Common shares: 548,564
MEDIA GENERAL, INC.
TABLE OF CONTENTS
FORM 10-Q REPORT
September 30, 2013
Page Part I. Financial Information Item 1. Financial Statements Consolidated Condensed Balance Sheets – September 30, 2013 and December 31, 2012 1 Consolidated Condensed Statements of Operations – Three and nine months ended September 30, 2013 and September 23, 2012 3 Consolidated Condensed Statements of Comprehensive Income (Loss) – Three and nine months ended September 30, 2013 and September 23, 2012 4 Consolidated Condensed Statements of Cash Flows – Nine months ended September 30, 2013 and September 23, 2012 5 Notes to Consolidated Condensed Financial Statements 6 Item 2. Management's Discussion and Analysis of Financial Condition 22 Item 3. Quantitative and Qualitative Disclosure About Market Risk 29 Item 4. Controls and Procedures 29 Part II. Other Information Item 6. Exhibits 30 (a) Exhibits Signatures 31
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
MEDIA GENERAL, INC.
CONSOLIDATED CONDENSED BALANCE SHEETS
(Unaudited)
(000s except shares and per share data)
September 30, 2013 |
December 31, 2012 |
|||||||
ASSETS |
||||||||
Current assets: |
||||||||
Cash and cash equivalents |
$ | 15,415 | $ | 36,802 | ||||
Accounts receivable - net |
58,667 | 58,486 | ||||||
Other |
18,798 | 18,493 | ||||||
Assets of discontinued operations |
- | 670 | ||||||
Total current assets |
92,880 | 114,451 | ||||||
Other assets |
50,563 | 45,462 | ||||||
Property, plant and equipment - net |
160,353 | 166,105 | ||||||
FCC licenses and other intangibles - net |
198,931 | 200,254 | ||||||
Excess of cost over fair value of net identifiable assets of acquired businesses |
247,149 | 247,149 | ||||||
Total assets |
$ | 749,876 | $ | 773,421 |
See accompanying notes.
MEDIA GENERAL, INC.
CONSOLIDATED CONDENSED BALANCE SHEETS
(Unaudited)
(000s except shares and per share data)
September 30, 2013 |
December 31, 2012 |
|||||||
LIABILITIES AND STOCKHOLDERS' DEFICIT |
||||||||
Current liabilities: |
||||||||
Accounts payable |
$ | 11,920 | $ | 11,669 | ||||
Accrued expenses and other liabilities |
44,200 | 64,362 | ||||||
Liabilities of discontinued operations |
- | 467 | ||||||
Total current liabilities |
56,120 | 76,498 | ||||||
Long-term debt |
296,459 | 295,721 | ||||||
Long-term debt - related party |
291,934 | 257,466 | ||||||
Retirement, post-retirement and post-employment plans |
232,650 | 242,309 | ||||||
Deferred income taxes |
68,091 | 58,865 | ||||||
Other liabilities and deferred credits |
21,811 | 18,786 | ||||||
Stockholders' deficit: |
||||||||
Preferred stock, par value $5 per share, authorized 5,000,000 shares; none outstanding |
||||||||
Common stock, par value $5 per share: |
||||||||
Class A, authorized 75,000,000 shares; issued 27,605,235 and 27,215,117 shares |
138,026 | 136,076 | ||||||
Class B, authorized 600,000 shares; issued 548,564 shares |
2,743 | 2,743 | ||||||
Additional paid-in capital |
24,794 | 23,024 | ||||||
Accumulated other comprehensive loss |
(215,884 | ) | (219,656 | ) | ||||
Accumulated deficit |
(166,868 | ) | (118,411 | ) | ||||
Total stockholders' deficit |
(217,189 | ) | (176,224 | ) | ||||
Total liabilities and stockholders' deficit |
$ | 749,876 | $ | 773,421 |
See accompanying notes.
MEDIA GENERAL, INC.
CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS
(Unaudited)
(000s except per share data)
Three Months Ended |
Nine Months Ended |
|||||||||||||||
Sept. 30, |
Sept. 23, 2012 |
Sept. 30, 2013 |
Sept. 23, 2012 |
|||||||||||||
Station revenue (less agency commissions) |
$ | 78,489 | $ | 93,752 | $ | 234,448 | $ | 251,064 | ||||||||
Operating costs: |
||||||||||||||||
Station production expenses |
31,973 | 31,458 | 95,388 | 92,359 | ||||||||||||
Station selling, general and administrative expenses |
23,300 | 21,505 | 69,055 | 63,473 | ||||||||||||
Corporate and other expenses |
7,833 | 12,093 | 24,621 | 31,604 | ||||||||||||
Depreciation and software amortization |
5,516 | 5,533 | 16,673 | 17,124 | ||||||||||||
Amortization of intangible assets |
441 | 442 | 1,323 | 2,196 | ||||||||||||
Net loss (gain) related to fixed assets |
10 | 218 | 78 | (32 | ) | |||||||||||
Merger-related expenses |
1,218 | - | 8,389 | - | ||||||||||||
Total operating costs |
70,291 | 71,249 | 215,527 | 206,724 | ||||||||||||
Operating income |
8,198 | 22,503 | 18,921 | 44,340 | ||||||||||||
Other income (expense): |
||||||||||||||||
Interest expense |
(9,960 | ) | (9,497 | ) | (28,781 | ) | (41,410 | ) | ||||||||
Interest expense - related party |
(10,379 | ) | (10,723 | ) | (30,297 | ) | (15,618 | ) | ||||||||
Debt modification and extinguishment costs |
- | (17,318 | ) | - | (35,415 | ) | ||||||||||
Other, net |
42 | 40 | (132 | ) | 452 | |||||||||||
Total other expense |
(20,297 | ) | (37,498 | ) | (59,210 | ) | (91,991 | ) | ||||||||
Loss from continuing operations before income taxes |
(12,099 | ) | (14,995 | ) | (40,289 | ) | (47,651 | ) | ||||||||
Income tax expense |
2,517 | 3,406 | 7,725 | 10,223 | ||||||||||||
Loss from continuing operations |
(14,616 | ) | (18,401 | ) | (48,014 | ) | (57,874 | ) | ||||||||
Discontinued operations: |
||||||||||||||||
Loss from discontinued operations (net of taxes) |
- | (1,038 | ) | (413 | ) | (10,588 | ) | |||||||||
Loss related to divestiture of discontinued operations (net of taxes) |
- | (10,894 | ) | (30 | ) | (142,591 | ) | |||||||||
Net loss |
$ | (14,616 | ) | $ | (30,333 | ) | $ | (48,457 | ) | $ | (211,053 | ) | ||||
Net loss per common share: |
||||||||||||||||
Loss from continuing operations |
$ | (0.53 | ) | $ | (0.81 | ) | $ | (1.74 | ) | $ | (2.56 | ) | ||||
Loss from discontinued operations |
- | (0.53 | ) | (0.02 | ) | (6.79 | ) | |||||||||
Net loss per common share – basic and assuming dilution |
$ | (0.53 | ) | $ | (1.34 | ) | $ | (1.76 | ) | $ | (9.35 | ) |
See accompanying notes.
MEDIA GENERAL, INC.
CONSOLIDATED CONDENSED STATEMENTS OF
COMPREHENSIVE INCOME (LOSS)
(Unaudited)
(000s)
Three Months Ended |
Nine Months Ended |
|||||||||||||||
Sept. 30, 2013 |
Sept. 23, 2012 |
Sept. 30, 2013 |
Sept. 23, 2012 |
|||||||||||||
Net loss |
$ | (14,616 | ) | $ | (30,333 | ) | $ | (48,457 | ) | $ | (211,053 | ) | ||||
Amortization of prior-service costs (postretirement plans) |
22 | - | 68 | - | ||||||||||||
Amortization of actuarial net loss (pension and postretirement plans) |
1,945 | - | 5,832 | - | ||||||||||||
Other comprehensive income before income taxes |
1,967 | - | 5,900 | - | ||||||||||||
Income tax expense related to other comprehensive income |
767 | - | 2,128 | - | ||||||||||||
Other comprehensive income, net of taxes |
1,200 | - | 3,772 | - | ||||||||||||
Comprehensive loss |
$ | (13,416 | ) | $ | (30,333 | ) | $ | (44,685 | ) | $ | (211,053 | ) |
See accompanying notes.
MEDIA GENERAL, INC.
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
(Unaudited)
(000s)
Nine Months Ended |
||||||||
Sept. 30, 2013 |
Sept. 23, 2012 |
|||||||
Operating activities: |
||||||||
Net loss |
$ | (48,457 | ) | $ | (211,053 | ) | ||
Adjustments to reconcile net loss: |
||||||||
Depreciation and software amortization |
16,673 | 24,759 | ||||||
Amortization of intangible assets |
1,323 | 2,332 | ||||||
Deferred income taxes |
9,853 | 15,021 | ||||||
Intraperiod tax allocation |
(2,128 | ) | - | |||||
Loss related to divestiture of discontinued operations (net of taxes) |
30 | 142,591 | ||||||
Goodwill and other asset impairment (net of taxes) |
- | 6,472 | ||||||
Non-cash interest expense |
7,036 | 6,773 | ||||||
Debt modification and extinguishment costs |
- | 35,415 | ||||||
Change in assets and liabilities: |
||||||||
Company owned life insurance (cash surrender value less policy loans including repayments) |
8,965 | (949 | ) | |||||
Accounts receivable |
584 | 5,439 | ||||||
Accounts payable, accrued expenses, and other liabilities |
(23,034 | ) | 2,507 | |||||
Retirement plan contributions |
(3,803 | ) | (9,097 | ) | ||||
Other, net |
5,135 | (1,775 | ) | |||||
Net cash (used) provided by operating activities |
(27,823 | ) | 18,435 | |||||
Investing activities: |
||||||||
Capital expenditures |
(11,788 | ) | (7,263 | ) | ||||
Collateral refund (deposit) related to letters of credit |
1,366 | (10,271 | ) | |||||
Net proceeds from sales of discontinued operations |
- | 139,902 | ||||||
Other, net |
(68 | ) | 1,986 | |||||
Net cash (used) provided by investing activities |
(10,490 | ) | 124,354 | |||||
Financing activities: |
||||||||
Increase in borrowings |
- | 13,000 | ||||||
Increase in related party borrowings |
40,000 | 382,500 | ||||||
Repayment of borrowings |
- | (377,298 | ) | |||||
Repayment of related party borrowings |
(10,000 | ) | (126,963 | ) | ||||
Debt issuance costs |
(16,243 | ) | (28,772 | ) | ||||
Other, net |
3,169 | 86 | ||||||
Net cash provided (used) by financing activities |
16,926 | (137,447 | ) | |||||
Net (decrease) increase in cash and cash equivalents |
(21,387 | ) | 5,342 | |||||
Cash and cash equivalents at beginning of period |
36,802 | 23,108 | ||||||
Cash and cash equivalents at end of period |
$ | 15,415 | $ | 28,450 | ||||
Cash paid for interest |
$ | 60,586 | $ | 52,599 | ||||
Non-cash financing activities: |
||||||||
Issuance of common stock warrants |
$ | - | $ | (16,912 | ) |
See accompanying notes.
MEDIA GENERAL, INC.
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(Unaudited)
1. The accompanying unaudited consolidated condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States and with applicable quarterly reporting regulations of the Securities and Exchange Commission. They do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements and, accordingly, should be read in conjunction with the consolidated financial statements and related footnotes included in the Company's Annual Report on Form 10-K for the year ended December 31, 2012.
Beginning with the full-year 2013, Media General's fiscal year is a conventional calendar year (January 1 – December 31). Previously, the Company's fiscal year ended on the last Sunday in December. Results for 2013 are for the three and nine calendar months ended September 30, 2013. Results for 2012 are for the thirteen and thirty-nine week periods ended September 23, 2012.
As explained further below, the Company has presented all newspapers, its former Advertising Services businesses and its Production Services company as discontinued operations for all periods presented. In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation of interim financial information have been included.
2. On June 6, 2013, the Company and New Young Broadcasting Holding Co., Inc. (Young) announced an agreement to combine the two companies in an all-stock merger transaction. Under the merger agreement, the Company will reclassify each outstanding share of its Class A and Class B common stock into one share of a new class of Media General voting common stock, which will be entitled to elect all of Media General’s directors. One holder of shares of Class A common stock will receive (certain of their) shares in a separate class of unlisted Media General non-voting common stock. Each share of Media General non-voting common stock will be convertible into one share of voting common stock and each share of Media General voting common stock will be convertible into one share of non-voting common stock, in each case subject to certain limitations to be reflected in the Articles of Incorporation. No additional consideration will be paid to the Class B shareholders for giving up their right to directly elect 70% of Media General’s directors. Media General will issue to Young’s equityholders approximately 60.2 million shares of Media General voting common stock (or, to the extent elected by Young’s equityholders, shares of Media General non-voting common stock). It is estimated that immediately following closing, the shareholders of Media General immediately prior to closing will hold approximately 32.5% of the fully diluted shares of the Company and the equityholders of Young immediately prior to closing will hold approximately 67.5% of the fully diluted shares of the Company. The new class of Media General voting common stock is expected to be listed on the NYSE and trade under the symbol MEG. The transaction has been unanimously approved by the Media General Board of Directors and the Young Board of Directors. It also has received the necessary approval of Young’s equityholders. The combined company will retain the Media General name and will be headquartered in Richmond, Virginia. The closing of the transaction is subject to the approval of various matters relating to the transaction by Media General’s Class A and Class B shareholders and the satisfaction of other customary conditions. The Company has called a Special Meeting of its shareholders to be held on November 7, 2013, to consider and vote on matters necessary to complete the transaction contemplated by the merger agreement. The Company expects to complete the transaction in November of 2013, if its shareholders provide approval at the Special Meeting and FCC approval is received, as expected. The Company incurred $1.2 million and $8.4 million, respectively, of investment banking, legal and accounting fees and expenses for the three and nine months ended September 30, 2013 related to the pending merger with Young.
The merger will be accounted for as a reverse acquisition in accordance with FASB Accounting Standards Codification Topic 805 (ASC 805), Business Combination. For financial reporting purposes, Young will be the acquirer and the continuing reporting entity. Consequently, the reports filed by Media General, the legal acquirer and the continuing public corporation in the transaction, after the date of the transaction will be prepared with Young as the successor entity. Accordingly, prior period financial information presented in the Media General financial statements will reflect the historical activity of Young.
3. On July 31, 2013, the Company entered into a new credit agreement with a syndicate of lenders, the funding of which is contingent upon successful completion of the merger with Young, which will provide the combined company with a $60 million revolving credit facility and an $885 million term loan. The revolving credit facility has a term of five years and will bear interest at LIBOR plus a margin of 2.75%. The $885 million term loan has a term of seven years and will bear interest at LIBOR (with a LIBOR floor of 1%) plus a margin of 3.25%. The Company paid approximately $16 million of transaction-related fees in the third quarter. The Company also incurred $0.5 million of fees on the unfunded term loan commitment during the third quarter. The fees will continue to accrue at an annual rate of 3.25% of the unfunded term loan commitment until the Company fully draws down the term loan. When drawn following the merger, the new credit agreement will be guaranteed by the combined company and its subsidiaries, and secured by liens on substantially all of the assets of the combined company.
Shield Media LLC (and its subsidiary WXXA-TV LLC) and Shield Media Lansing (and its subsidiary WLAJ-TV LLC) (collectively, “Shield Media”), companies controlling subsidiaries with which Young has shared services arrangements for two stations, entered into a new credit agreement with a syndicate of lenders, dated July 31, 2013, contingent on successful completion of the Young merger, which will refinance its outstanding aggregate $32 million term loans under one credit agreement. The existing Shield Media term loans are guaranteed on a secured basis by Young which will continue to provide its guarantee, secured by the same collateral, for the combined refinanced facility. The new Shield Media term loan has a term of five years and will bear interest at LIBOR plus a margin of 3.25%. Upon completion of the merger and repayment of the 11.75% senior secured notes, the new Shield Media term loan will be guaranteed by the combined company and its subsidiaries. These guarantees will be secured by liens on substantially all of the assets of the combined company, on a pari passu basis with the new Media General credit agreement.
The new Media General credit agreement contains a leverage ratio covenant, which involves debt levels and a rolling eight-quarter calculation of EBITDA, as defined in the agreement. Additionally, the agreement has restrictions on certain transactions including the incurrence of additional debt, capital leases, investments, additional acquisitions, asset sales and restricted payments (including dividends and share repurchases) as defined in the agreement. The new Shield Media credit agreement contains a fixed charge coverage ratio, a financial covenant that is meant to measure whether the borrowers can satisfy their fixed charges (interest, debt payments, capital expenditures and taxes) when due by measuring fixed charges to EBITDA, calculated on a rolling eight-quarter basis, as defined in the agreement. The agreement also has restrictions on transactions similar in nature to those in the new Media General credit agreement, but scaled to Shield Media’s smaller size. Additionally, the agreement has more specific covenants regarding the operation of the Shield Media business and requires that each Shield Media holding company that controls a Shield Media station limit its activities to performance of its obligations under the Shield Media credit documents, and activities incidental thereto, including owning a Shield Media station and performance of its obligations under and activities related to the shared services agreement. Both the Media General and Shield Media credit agreements contain cross-default provisions.
The Company anticipates borrowing under the new Media General credit agreement and the new Shield Media credit agreement in order to repay the existing debt of both Media General and Young shortly after the merger closes.
Long-term debt at September 30, 2013, and December 31, 2012, was as follows:
(In thousands) |
Sept. 30, 2013 |
Dec. 31, 2012 |
||||||
Term loan: |
||||||||
Face value |
$ | 301,537 | $ | 301,537 | ||||
Remaining original issue discount |
(28,808 | ) | (32,058 | ) | ||||
Remaining warrant discount |
(10,795 | ) | (12,013 | ) | ||||
Carrying value |
261,934 | 257,466 | ||||||
Revolving credit facility ($15 million remaining availability at 9/30/2013) |
30,000 | - | ||||||
11.75% senior secured notes: |
||||||||
Face value |
299,800 | 299,800 | ||||||
Remaining original issue discount |
(3,346 | ) | (4,091 | ) | ||||
Carrying value |
296,454 | 295,709 | ||||||
Capital lease liability |
5 | 12 | ||||||
Total carrying value |
$ | 588,393 | $ | 553,187 |
As of September 30, 2013, the Company had in place a term loan with a face value of $302 million and a revolving credit facility with a $30 million outstanding balance and remaining availability of $15 million. Also outstanding were 11.75% senior secured notes with a face value of $300 million that were issued at a price equal to 97.69% of face value. The Company’s term loan with Berkshire Hathaway as lender, matures in May 2020 and bears an interest rate of 10.5% but the rate could decrease to 9% based on the Company’s leverage ratio, as defined in the agreement. The Company was in compliance with the provisions of both agreements at September 30, 2013.
In May 2012, the Company consummated a financing arrangement with BH Finance LLC, an affiliate of Berkshire Hathaway, that provided the Company with a $400 million term loan and a $45 million revolving credit facility. The Company subsequently repaid approximately $98 million of principal on the term loan. The term loan was issued at a discount of 11.5% and was secured pari passu with the Company’s existing 11.75% senior secured notes due 2017. While the financing arrangement does not contain financial covenants, there are restrictions, in whole or in part, on certain activities including the incurrence of additional debt, repurchase of shares and the payment of dividends. The term loan may be repaid voluntarily prior to maturity, in whole or in part, at a price equal to 100% of the principal amount repaid plus accrued and unpaid interest, plus a premium, which starts at 14.5% and steps down over time beginning in May 2016, as set forth in the agreement. Other factors, such as the sale of assets, may result in a mandatory prepayment or an offer to prepay a portion of the term loan without premium or penalty. The Company considers the prepayment feature to be an embedded derivative which it bifurcates from the term loan when the fair value is determinable. The term loan and revolving credit facility mature in May 2020 and are guaranteed by the Company’s subsidiaries. The revolving credit facility bears interest at a rate of 10% and is subject to a 2% fee on the unused portion of the commitment. The Company also issued common stock warrants to purchase 4.6 million shares of common stock to Berkshire Hathaway in conjunction with the financing. The warrants were exercised subsequently.
On or before February 15, 2014, the 11.75% senior secured notes can be redeemed at a price equal to 100% of the outstanding principal, plus the present value of the semi-annual interest payment due February 15, 2014, plus a call premium of 5.875% of the outstanding principal.
The early repayment of debt in the third quarter of 2012 resulted in debt modification and extinguishment costs of $17.3 million due to the accelerated recognition of a pro rata portion of discounts and deferred issuance costs. In the second quarter of 2012, in conjunction with the secured financing with Berkshire Hathaway and the repayment of the previous credit facility the Company recorded debt modification and extinguishment costs of $7.7 million, primarily due to the write-off of unamortized fees related to the former credit agreement. In addition, the Company capitalized $11.5 million of advisory and legal fees related to the Berkshire Hathaway financing; these fees are amortized as interest expense over the term of the financing arrangement. In March of 2012, the Company amended its previous bank credit agreement which resulted in $10.4 million of debt modification and extinguishment costs including certain advisory, arrangement and legal fees related to that refinancing.
The previous bank credit facility had an interest rate of LIBOR (with a 1.5% floor) plus a margin of 7% and commitment fees of 2.5%. In addition to this cash interest, the Company accrued payment-in-kind (PIK) interest of 1.5%. This PIK interest, which totaled approximately $1 million, was treated as additional bank term loan principal and was paid in cash upon repayment of the entire facility.
The following table includes information about the carrying values and estimated fair values of the Company’s financial instruments at September 30, 2013, and December 31, 2012:
Sept. 30, 2013 |
December 31, 2012 |
|||||||||||||||
(In thousands) |
Carrying Amount |
Fair Value |
Carrying Amount |
Fair Value |
||||||||||||
Assets: |
||||||||||||||||
Investments |
||||||||||||||||
Trading |
$ | 236 | $ | 236 | $ | 198 | $ | 198 | ||||||||
Liabilities: |
||||||||||||||||
Long-term debt: |
||||||||||||||||
Revolving credit facility ($15 million remaining availability at 9/30/13) |
30,000 | 30,000 | - | - | ||||||||||||
Term loan |
261,934 | 345,260 | 257,466 | 343,746 | ||||||||||||
11.75% senior secured notes |
296,454 | 327,906 | 295,709 | 346,269 |
Trading securities held by the Supplemental 401(k) Plan are carried at fair value and are determined by reference to quoted market prices. The fair value of the revolving credit facility is equal to its carrying value as the Company has the ability to repay the outstanding principal at par value at any time. The fair value of the term loan was calculated assuming the outstanding principal will be repaid at the current call premium of 14.5%. The fair value of the 11.75% senior secured notes was valued by reference to the most recent trade prior to the end of the applicable period. Under the fair value hierarchy, the Company’s trading securities fall under Level 1 (quoted prices in active markets), its senior secured notes fall under Level 2 (other observable inputs) and its revolving credit facility and term loan fall under Level 3 (unobservable inputs).
4. In January of 2013, the Company sold the intellectual property and certain tangible assets of Blockdot for a nominal amount; the Company retained Blockdot’s working capital and certain operating leases in Dallas, Texas. In 2012, the Company recorded a $2.5 million loss related to the anticipated sale of Blockdot; the Company recorded an additional loss of $30 thousand related to the sale in the first quarter of 2013. In the third quarter of 2012, the Company sold all of its newspapers and associated websites (with the exception of the Tampa group) to World Media Enterprises, Inc. (World Media), a subsidiary of Berkshire Hathaway. In the fourth quarter of 2012, the Company completed the sale of its Tampa print properties and associated websites to Tampa Media Group, Inc., a new company formed by Revolution Capital Group. During the second quarter of 2012, the Company also sold DealTaker for a nominal amount, shut down its Production Services company which provided broadcast equipment and design services and discontinued its NetInformer operations. The Company recorded after-tax losses related to the divestiture of discontinued operations of $11 million and $143 million in the third quarter and first nine months of 2012, respectively. The total year-to-date 2012 after-tax loss included an estimated loss on the sale of newspapers to World Media of $112 million, an estimated loss on the sale of the Tampa print properties of $24 million, an estimated loss on the sale of Blockdot of $2.4 million and a loss on the sale of DealTaker of $3.9 million. As of September 30, 2013, the Company has substantially completed its transition service obligations to World Media and Tampa Media.
As illustrated in the following chart, the results of these newspapers (as well as their associated websites), DealTaker, Blockdot, NetInformer and the Company’s Production Services unit have been presented as discontinued operations in the accompanying consolidated condensed statements of operations for the three and nine months ended September 30, 2013, and September 23, 2012. Depreciation and amortization on assets related to these properties ceased as of the date in 2012 that each disposal group qualified for held-for-sale treatment. The accompanying consolidated condensed balance sheet for 2012 presents assets and liabilities of discontinued operations separately from those of continuing operations. After recording a $2.5 million loss related to the expected divestiture of Blockdot, assets of discontinued operations as of December 31, 2012, were $670 thousand. Liabilities of discontinued operations of approximately $467 thousand at December 31, 2012, consisted primarily of accounts payable and accrued expenses.
Loss from Discontinued Operations |
||||||||||||||||
Three Months Ended |
Three Months Ended |
Nine Months Ended |
Nine Months Ended |
|||||||||||||
(In thousands) |
Sept. 30, 2013 |
Sept. 23, 2012 |
Sept. 30, 2013 |
Sept. 23, 2012 |
||||||||||||
Revenues |
$ | - | $ | 18,491 | $ | 110 | $ | 169,805 | ||||||||
Costs and expenses |
- | 19,527 | 523 | 179,205 | ||||||||||||
Loss before income taxes |
- | (1,036 | ) | (413 | ) | (9,400 | ) | |||||||||
Income tax expense |
- | 2 | - | 1,188 | ||||||||||||
Loss from discontinued operations |
$ | - | $ | (1,038 | ) | $ | (413 | ) | $ | (10,588 | ) |
The Company owned and operated Blockdot for part of January 2013; revenues and expenses related to this period are reflected above. When the Company sold Blockdot, it retained certain operating leases for space that the Company will no longer utilize. The Company recorded a net loss of approximately $100 thousand related to the operating leases during the nine months ended September 30, 2013.
The Company performed an interim impairment test on DealTaker as of the end of the first quarter 2012, which resulted in a non-cash goodwill and other intangible asset impairment charge of $6.5 million net of a tax benefit of $3.6 million included in the loss from discontinued operations for the nine months ended September 23, 2012.
5. Berkshire Hathaway and its wholly owned subsidiary, World Media, are considered related parties of Media General. As described in Notes 3 and 4, the Company consummated financing arrangements, granted warrants that were exercised, sold most of its newspaper assets and engaged in a series of transition services with Berkshire Hathaway. At the time of the original agreements for the financing arrangements (including the warrant agreement) and the sale of the newspaper assets, the Company and Berkshire Hathaway were not then related parties. The consummation of, along with the exercise of rights under, those agreements created the related-party status.
As of September 30, 2013, Berkshire Hathaway owned approximately 17% of the Class A shares of the Company and had recommended to the Company an individual who is actively serving as a Director in accordance with the Shareholder Agreement. Berkshire Hathaway was also the counterparty to the Company’s term loan and revolving line of credit. Following the sale of the Company’s newspaper assets, the Company and World Media engaged in a series of transition services to effectuate the transfer in a smooth and orderly fashion. The Company provided World Media services and support in the areas of information technology and digital for fees that were designed to approximate the Company’s cost. Payments received from World Media for these transition services totaled approximately $350 thousand and $1.6 million, respectively, for the three and nine months ended September 30, 2013. During the three and nine months ended September 30, 2013, the Company also was reimbursed for approximately $30 thousand and $1.3 million, respectively, of medical claims paid on behalf of World Media, as compared to approximately $1.6 million for the three and nine months ended September 23, 2012. World Media provided services and support to the Company in the areas of information technology support, billing and remittance processing for fees that were designed to approximate World Media’s cost. Payments for these services totaled approximately $10 thousand and $150 thousand during the three and nine months ended September 30, 2013, respectively, as compared to $230 thousand for the three and nine months ended September 23, 2012. In addition, the Company passed along approximately $100 thousand and $600 thousand, respectively, of other collections to World Media during the three and nine months ended September 30, 2013 as compared to $70 thousand for the three and nine months ended September 23, 2012.
As of September 30, 2013, the Company had a receivable for transition services of approximately $200 thousand included in the line item “Other” current assets on the consolidated condensed balance sheet.
During the three and nine months ended September 30, 2013, the Company made interest payments of $8.8 million and $25 million, respectively, to Berkshire Hathaway as compared to $5.1 million, for the three and nine months ended September 23, 2012. As of September 30, 2013, the Company had accrued interest payable to Berkshire Hathaway of approximately $100 thousand included in the line item “Accrued expenses and other liabilities” on the consolidated condensed balance sheet.
6. The Company recorded non-cash income tax expense from continuing operations of $2.5 million and $7.7 million in the third quarter and first nine months of 2013, respectively, compared to $3.4 million and $10.2 million in the equivalent quarter and nine months of 2012, respectively. The Company’s tax provision for each period had an unusual relationship to pretax loss mainly because of the existence of a full deferred tax asset valuation allowance at the beginning of each period. This circumstance generally results in a zero net tax provision since the income tax expense or benefit that otherwise would be recognized is offset by the change to the valuation allowance. However, tax expense recorded in the third quarter and first nine months of 2013 included the accrual of non-cash tax expense of approximately $3.3 million and $9.8 million, respectively, of additional valuation allowance in connection with the tax amortization of the Company’s indefinite-lived intangible assets that was not available to offset existing deferred tax assets (termed a “naked credit”), as compared to approximately $3.4 million and $10.2 million, respectively, in the corresponding 2012 periods. The “naked credit” expense was partially offset in the third quarter and first nine months of 2013 by approximately $0.8 million and $2.1 million, respectively, of tax benefit related to the intraperiod allocation items in Other Comprehensive Income. A full discussion of the naked credit issue is contained in Note 4 of Item 8 of the Company’s Form 10-K for the year ended December 31, 2012.
7. The following table sets forth the computation of basic and diluted loss per share for continuing operations for the three and nine months ended September 30, 2013, and September 23, 2012. There were approximately 400 thousand shares and approximately 200 thousand shares (representing the weighted-average of outstanding stock options) that were not included in the computation of diluted EPS for the third quarter and first nine months of 2013, respectively, because to do so would have been anti-dilutive for the periods presented. There were approximately 4.6 million shares and 2.1 million shares (representing the weighted-average of common stock warrants issued to Berkshire Hathaway prior to their exercise) that were not included in the computation of diluted EPS for the third quarter and first nine months of 2012, respectively, because to do so would have been anti-dilutive for the periods presented.
(In thousands, except per share amounts) |
Three Months Ended Sept. 30, 2013 |
Three Months Ended Sept. 23, 2012 |
||||||
Numerator for basic and diluted earnings per share: |
||||||||
Loss from continuing operations available to common stockholders |
$ | (14,616 | ) | $ | (18,401 | ) | ||
Denominator for basic and diluted earnings per share: |
||||||||
Weighted average shares outstanding |
27,762 | 22,593 | ||||||
Loss from continuing operations per common share (basic and diluted) |
$ | (0.53 | ) | $ | (0.81 | ) |
(In thousands, except per share amounts) |
Nine Months Ended Sept. 30, 2013 |
Nine Months Ended Sept. 23, 2012 |
||||||
Numerator for basic and diluted earnings per share: |
||||||||
Loss from continuing operations available to common stockholders |
$ | (48,014 | ) | $ | (57,874 | ) | ||
Denominator for basic and diluted earnings per share: |
||||||||
Weighted average shares outstanding |
27,570 | 22,570 | ||||||
Loss from continuing operations per common share (basic and diluted) |
$ | (1.74 | ) | $ | (2.56 | ) |
8. The following table provides the components of net periodic employee benefits expense for the Company’s benefit plans for the third quarters and first nine months of 2013 and 2012:
Three Months Ended |
||||||||||||||||
Pension Benefits |
Other Benefits |
|||||||||||||||
(In thousands) |
Sept. 30, 2013 |
Sept. 23, 2012 |
Sept. 30, 2013 |
Sept. 23, 2012 |
||||||||||||
Service cost |
$ | - | $ | - | $ | 27 | $ | 50 | ||||||||
Interest cost |
4,736 | 5,290 | 221 | 445 | ||||||||||||
Expected return on plan assets |
(5,737 | ) | (5,926 | ) | - | - | ||||||||||
Amortization of prior-service cost |
- | - | 22 | 315 | ||||||||||||
Amortization of net loss/(gain) |
2,155 | 1,412 | (210 | ) | (205 | ) | ||||||||||
Net periodic benefit cost |
$ | 1,154 | $ | 776 | $ | 60 | $ | 605 |
Nine Months Ended |
||||||||||||||||
Pension Benefits |
Other Benefits |
|||||||||||||||
(In thousands) |
Sept. 30, 2013 |
Sept. 23, 2012 |
Sept. 30, 2013 |
Sept. 23, 2012 |
||||||||||||
Service cost |
$ | - | $ | - | $ | 82 | $ | 150 | ||||||||
Interest cost |
14,208 | 15,871 | 663 | 1,335 | ||||||||||||
Expected return on plan assets |
(17,212 | ) | (17,778 | ) | - | - | ||||||||||
Amortization of prior-service cost |
- | - | 68 | 944 | ||||||||||||
Amortization of net loss/(gain) |
6,464 | 4,236 | (632 | ) | (615 | ) | ||||||||||
Net periodic benefit cost |
$ | 3,460 | $ | 2,329 | $ | 181 | $ | 1,814 |
Certain components of net periodic benefit cost were reclassified out of Accumulated Other Comprehensive Loss into operating costs for the three and nine months ended September 30, 2013, respectively, as shown below:
(In thousands) |
Three Months Ended Sept. 30, 2013 |
Nine Months Ended Sept 30, 2013 |
||||||
Amortization of prior-service cost |
$ | 22 | $ | 68 | ||||
Amortization of actuarial net loss |
1,945 | 5,832 | ||||||
Total reclassifications |
$ | 1,967 | $ | 5,900 |
9. The following table shows the Company’s Statement of Stockholders’ Deficit as of and for the nine months ended September 30, 2013:
Class A |
Common Stock |
Additional Paid-in |
Accumulated Other Comprehensive |
Accumulated |
||||||||||||||||||||||||
(In thousands, except shares and per share amounts) |
Shares |
Class A |
Class B |
Capital |
Loss |
Deficit |
Total |
|||||||||||||||||||||
Balance at December 31, 2012 |
27,215,117 | $ | 136,076 | $ | 2,743 | $ | 23,024 | $ | (219,656 | ) | $ | (118,411 | ) | $ | (176,224 | ) | ||||||||||||
Net loss |
- | - | - | - | (48,457 | ) | (48,457 | ) | ||||||||||||||||||||
Other comprehensive income, net of taxes |
- | - | - | 3,772 | - | 3,772 | ||||||||||||||||||||||
Exercise of stock options |
432,112 | 2,161 | - | 2 | - | - | 2,163 | |||||||||||||||||||||
Performance accelerated restricted stock |
(42,143 | ) | (211 | ) | - | 30 | - | - | (181 | ) | ||||||||||||||||||
Stock-based compensation |
- | - | 723 | - | - | 723 | ||||||||||||||||||||||
Other |
149 | - | - | 1,015 | - | - | 1,015 | |||||||||||||||||||||
Balance at September 30, 2013 |
27,605,235 | $ | 138,026 | $ | 2,743 | $ | 24,794 | $ | (215,884 | ) | $ | (166,868 | ) | $ | (217,189 | ) |
10. The Company accrues severance expense when payment of benefits is both probable and the amount is reasonably estimable. The Company recorded severance expense from continuing operations of $100 thousand in the third quarter and first nine months of 2013, as compared to $3.4 million and $3.5 million in the third quarter and first nine months of 2012, respectively. The majority of the severance expense incurred in 2012 was due to a corporate reduction-in-force of 75 positions that occurred in July and was recorded in the “Corporate expense and other” line on the Consolidated Condensed Statements of Operations. Severance costs related to television stations are reflected in either the “Station production expense” or the “Station selling, general and administrative expense” line items depending on the position eliminated. Accrued severance costs are included in the “Accrued expenses and other liabilities” line item on the Consolidated Condensed Balance Sheet.
11. The Company’s subsidiaries guarantee the debt securities of the parent company. The Company’s subsidiaries are 100% owned except for the Supplemental 401(k) Plan; all subsidiaries except those in the non-guarantor column (the Supplemental 401(k) Plan) 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 September 30, 2013
(In thousands, unaudited)
Media General Corporate |
Guarantor Subsidiaries |
Non-Guarantor Subsidiaries |
Eliminations |
Media General Consolidated |
||||||||||||||||
ASSETS |
||||||||||||||||||||
Current assets: |
||||||||||||||||||||
Cash and cash equivalents |
$ | 15,084 | $ | 331 | $ | - | $ | - | $ | 15,415 | ||||||||||
Accounts receivable - net |
- | 58,667 | - | - | 58,667 | |||||||||||||||
Other |
4,026 | 14,772 | - | - | 18,798 | |||||||||||||||
Total current assets |
19,110 | 73,770 | - | - | 92,880 | |||||||||||||||
Investment in and advances to subsidiaries |
(18,960 | ) | 1,340,699 | - | (1,321,739 | ) | - | |||||||||||||
Intercompany note receivable |
588,739 | - | - | (588,739 | ) | - | ||||||||||||||
Other assets |
44,725 | 5,602 | 236 | - | 50,563 | |||||||||||||||
Property, plant and equipment - net |
19,088 | 141,265 | - | - | 160,353 | |||||||||||||||
FCC licenses and other intangibles - net |
- | 198,931 | - | - | 198,931 | |||||||||||||||
Excess cost over fair value of net identifiable assets of acquired businesses |
- | 247,149 | - | - | 247,149 | |||||||||||||||
TOTAL ASSETS |
$ | 652,702 | $ | 2,007,416 | $ | 236 | $ | (1,910,478 | ) | $ | 749,876 | |||||||||
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) |
||||||||||||||||||||
Current liabilities: |
||||||||||||||||||||
Accounts payable |
$ | 8,531 | $ | 3,389 | $ | - | $ | - | $ | 11,920 | ||||||||||
Accrued expenses and other liabilities |
21,390 | 22,810 | - | - | 44,200 | |||||||||||||||
Total current liabilities |
29,921 | 26,199 | - | - | 56,120 | |||||||||||||||
Long-term debt |
296,454 | 5 | - | - | 296,459 | |||||||||||||||
Long-term debt - related party |
291,934 | - | - | - | 291,934 | |||||||||||||||
Intercompany loan |
- | 588,739 | - | (588,739 | ) | - | ||||||||||||||
Retirement, post-retirement and post-employment plans |
232,650 | - | - | - | 232,650 | |||||||||||||||
Deferred income taxes |
- | 68,091 | - | - | 68,091 | |||||||||||||||
Other liabilities and deferred credits |
18,383 | 2,747 | 681 | - | 21,811 | |||||||||||||||
Stockholders' equity (deficit): |
||||||||||||||||||||
Common stock |
140,769 | 2,801 | - | (2,801 | ) | 140,769 | ||||||||||||||
Additional paid-in capital |
25,343 | 1,731,100 | (965 | ) | (1,730,684 | ) | 24,794 | |||||||||||||
Accumulated other comprehensive loss |
(215,884 | ) | - | - | - | (215,884 | ) | |||||||||||||
Retained earnings (accumulated deficit) |
(166,868 | ) | (412,266 | ) | 520 | 411,746 | (166,868 | ) | ||||||||||||
Total stockholders' equity (deficit) |
(216,640 | ) | 1,321,635 | (445 | ) | (1,321,739 | ) | (217,189 | ) | |||||||||||
TOTAL LIABILITIES & STOCKHOLDERS' EQUITY (DEFICIT) |
$ | 652,702 | $ | 2,007,416 | $ | 236 | $ | (1,910,478 | ) | $ | 749,876 |
Media General, Inc.
Condensed Consolidating Balance Sheet
As of December 31, 2012
(In thousands)
Media General Corporate |
Guarantor Subsidiaries |
Non-Guarantor Subsidiaries |
Eliminations |
Media General 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, post-retirement and post-employment 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 Statements of Operations
and Comprehensive Loss
Three Months Ended September 30, 2013
(In thousands, unaudited)
Media General Corporate |
Guarantor Subsidiaries |
Non-Guarantor Subsidiaries |
Eliminations |
Media General Consolidated |
||||||||||||||||
Station revenue (less agency commissions) |
$ | 6,414 | $ | 78,489 | $ | - | $ | (6,414 | ) | $ | 78,489 | |||||||||
Operating costs: |
||||||||||||||||||||
Station production expenses |
- | 31,973 | - | - | 31,973 | |||||||||||||||
Station selling, general, and administrative expenses |
- | 29,714 | - | (6,414 | ) | 23,300 | ||||||||||||||
Corporate and other expenses |
7,735 | - | 98 | - | 7,833 | |||||||||||||||
Depreciation and software amortization |
450 | 5,066 | - | - | 5,516 | |||||||||||||||
Amortization of intangible assets |
- | 441 | - | - | 441 | |||||||||||||||
Net loss (gain) related to fixed assets |
(22 | ) | 32 | - | - | 10 | ||||||||||||||
Merger-related expenses |
1,218 | - | - | - | 1,218 | |||||||||||||||
Total operating costs |
9,381 | 67,226 | 98 | (6,414 | ) | 70,291 | ||||||||||||||
Operating income (loss) |
(2,967 | ) | 11,263 | (98 | ) | - | 8,198 | |||||||||||||
Other income (expense): |
||||||||||||||||||||
Interest expense |
(9,939 | ) | (21 | ) | - | - | (9,960 | ) | ||||||||||||
Interest expense - related party |
(10,379 | ) | - | - | - | (10,379 | ) | |||||||||||||
Intercompany interest income (expense) |
20,637 | (20,637 | ) | - | - | - | ||||||||||||||
Investment income (loss) - consolidated affiliates |
(12,010 | ) | - | - | 12,010 | - | ||||||||||||||
Other, net |
42 | - | - | - | 42 | |||||||||||||||
Total other income (expense) |
(11,649 | ) | (20,658 | ) | - | 12,010 | (20,297 | ) | ||||||||||||
Income (loss) before income taxes |
(14,616 | ) | (9,395 | ) | (98 | ) | 12,010 | (12,099 | ) | |||||||||||
Income tax expense |
- | 2,517 | - | - | 2,517 | |||||||||||||||
Net income (loss) |
$ | (14,616 | ) | $ | (11,912 | ) | $ | (98 | ) | $ | 12,010 | $ | (14,616 | ) | ||||||
Comprehensive income (loss) |
$ | (13,416 | ) | $ | (11,912 | ) | $ | (98 | ) | $ | 12,010 | $ | (13,416 | ) |
Media General, Inc.
Condensed Consolidating Statements of Operations
and Comprehensive Loss
Three Months Ended September 23, 2012
(In thousands, unaudited)
Media General Corporate |
Guarantor Subsidiaries |
Non-Guarantor Subsidiaries |
Eliminations |
Media General Consolidated |
||||||||||||||||
Station revenue (less agency commissions) |
$ | 7,622 | $ | 93,789 | $ | - | $ | (7,659 | ) | $ | 93,752 | |||||||||
Operating costs: |
||||||||||||||||||||
Station production expenses |
- | 31,459 | - | (1 | ) | 31,458 | ||||||||||||||
Station selling, general, and administrative expenses |
- | 29,126 | - | (7,621 | ) | 21,505 | ||||||||||||||
Corporate and other expenses |
11,662 | 285 | 146 | - | 12,093 | |||||||||||||||
Depreciation and software amortization |
564 | 4,969 | - | - | 5,533 | |||||||||||||||
Amortization of intangible assets |
- | 442 | - | - | 442 | |||||||||||||||
(Gain) loss on disposal of assets, net |
(120 | ) | 338 | - | - | 218 | ||||||||||||||
Total operating costs |
12,106 | 66,619 | 146 | (7,622 | ) | 71,249 | ||||||||||||||
Operating income (loss) |
(4,484 | ) | 27,170 | (146 | ) | (37 | ) | 22,503 | ||||||||||||
Other income (expense): |
||||||||||||||||||||
Interest expense |
(9,480 | ) | (17 | ) | - | - | (9,497 | ) | ||||||||||||
Interest expense - related party |
(10,723 | ) | - | - | - | (10,723 | ) | |||||||||||||
Debt modification and extinguishment costs |
(17,318 | ) | - | - | - | (17,318 | ) | |||||||||||||
Intercompany interest income (expense) |
21,699 | (21,699 | ) | - | - | - | ||||||||||||||
Investment income (loss) - consolidated affiliates |
(10,057 | ) | - | - | 10,057 | - | ||||||||||||||
Other, net |
30 | 10 | - | - | 40 | |||||||||||||||
Total other income (expense) |
(25,849 | ) | (21,706 | ) | - | 10,057 | (37,498 | ) | ||||||||||||
Income (loss) from continuing operations before income taxes |
(30,333 | ) | 5,464 | (146 | ) | 10,020 | (14,995 | ) | ||||||||||||
Income tax expense |
- | 3,406 | - | - | 3,406 | |||||||||||||||
Income (loss) from continuing operations |
(30,333 | ) | 2,058 | (146 | ) | 10,020 | (18,401 | ) | ||||||||||||
Discontinued operations (net of tax): |
||||||||||||||||||||
Income (loss) from discontinued operations |
- | (1,075 | ) | - | 37 | (1,038 | ) | |||||||||||||
Loss related to divestiture of discontinued operations |
- | (10,894 | ) | - | - | (10,894 | ) | |||||||||||||
Net income (loss) |
$ | (30,333 | ) | $ | (9,911 | ) | $ | (146 | ) | $ | 10,057 | $ | (30,333 | ) | ||||||
Comprehensive income (loss) |
$ | (30,333 | ) | $ | (9,911 | ) | $ | (146 | ) | $ | 10,057 | $ | (30,333 | ) |
Media General, Inc.
Condensed Consolidating Statements of Operations
and Comprehensive Loss
Nine Months Ended September 30, 2013
(In thousands, unaudited)
Media General Corporate |
Guarantor Subsidiaries |
Non-Guarantor Subsidiaries |
Eliminations |
Media General Consolidated |
||||||||||||||||
Station revenue (less agency commissions) |
$ | 18,402 | $ | 234,448 | $ | - | $ | (18,402 | ) | $ | 234,448 | |||||||||
Operating costs: |
||||||||||||||||||||
Station production expenses |
- | 95,388 | - | - | 95,388 | |||||||||||||||
Station selling, general, and administrative expenses |
- | 87,457 | - | (18,402 | ) | 69,055 | ||||||||||||||
Corporate and other expenses |
23,743 | - | 878 | - | 24,621 | |||||||||||||||
Depreciation and software amortization |
1,331 | 15,342 | - | - | 16,673 | |||||||||||||||
Amortization of intangible assets |
- | 1,323 | - | - | 1,323 | |||||||||||||||
Net loss (gain) related to fixed assets |
(95 | ) | 173 | - | - | 78 | ||||||||||||||
Merger-related expenses |
8,389 | - | - | - | 8,389 | |||||||||||||||
Total operating costs |
33,368 | 199,683 | 878 | (18,402 | ) | 215,527 | ||||||||||||||
Operating income (loss) |
(14,966 | ) | 34,765 | (878 | ) | - | 18,921 | |||||||||||||
Other income (expense): |
||||||||||||||||||||
Interest expense |
(28,721 | ) | (60 | ) | - | - | (28,781 | ) | ||||||||||||
Interest expense - related party |
(30,297 | ) | - | - | - | (30,297 | ) | |||||||||||||
Intercompany interest income (expense) |
62,103 | (62,103 | ) | - | - | - | ||||||||||||||
Investment income (loss) - consolidated affiliates |
(36,688 | ) | - | - | 36,688 | - | ||||||||||||||
Other, net |
112 | (244 | ) | - | - | (132 | ) | |||||||||||||
Total other income (expense) |
(33,491 | ) | (62,407 | ) | - | 36,688 | (59,210 | ) | ||||||||||||
Income (loss) from continuing operations before income taxes |
(48,457 | ) | (27,642 | ) | (878 | ) | 36,688 | (40,289 | ) | |||||||||||
Income tax expense |
- | 7,725 | - | - | 7,725 | |||||||||||||||
Income (loss) from continuing operations |
(48,457 | ) | (35,367 | ) | (878 | ) | 36,688 | (48,014 | ) | |||||||||||
Discontinued operations (net of tax): |
||||||||||||||||||||
Loss from discontinued operations |
- | (413 | ) | - | - | (413 | ) | |||||||||||||
Loss related to divestiture of operations |
- | (30 | ) | - | - | (30 | ) | |||||||||||||
Net income (loss) |
$ | (48,457 | ) | $ | (35,810 | ) | $ | (878 | ) | $ | 36,688 | $ | (48,457 | ) | ||||||
Comprehensive income (loss) |
$ | (44,685 | ) | $ | (35,810 | ) | $ | (878 | ) | $ | 36,688 | $ | (44,685 | ) |
Media General, Inc.
Condensed Consolidating Statements of Operations
and Comprehensive Loss
Nine Months Ended September 23, 2012
(In thousands, unaudited)
Media General Corporate |
Guarantor Subsidiaries |
Non-Guarantor Subsidiaries |
Eliminations |
Media General Consolidated |
||||||||||||||||
Station revenue (less agency commissions) |
$ | 23,443 | $ | 251,559 | $ | - | $ | (23,938 | ) | $ | 251,064 | |||||||||
Operating costs: |
||||||||||||||||||||
Station production expenses |
- | 92,832 | - | (473 | ) | 92,359 | ||||||||||||||
Station selling, general, and administrative expenses |
- | 86,959 | - | (23,486 | ) | 63,473 | ||||||||||||||
Corporate and other expenses |
29,847 | 1,646 | 111 | - | 31,604 | |||||||||||||||
Depreciation and software amortization |
2,062 | 15,062 | - | - | 17,124 | |||||||||||||||
Amorization of intangible assets |
- | 2,196 | - | - | 2,196 | |||||||||||||||
(Gain) loss on disposal of assets, net |
(613 | ) | 581 | - | - | (32 | ) | |||||||||||||
Total operating costs |
31,296 | 199,276 | 111 | (23,959 | ) | 206,724 | ||||||||||||||
Operating income (loss) |
(7,853 | ) | 52,283 | (111 | ) | 21 | 44,340 | |||||||||||||
Other income (expense): |
||||||||||||||||||||
Interest expense |
(41,362 | ) | (48 | ) | - | - | (41,410 | ) | ||||||||||||
Interest expense - related party |
(15,618 | ) | - | - | - | (15,618 | ) | |||||||||||||
Debt modification and extinguishment costs |
(35,415 | ) | - | - | - | (35,415 | ) | |||||||||||||
Intercompany interest income (expense) |
57,270 | (57,270 | ) | - | - | - | ||||||||||||||
Investment income (loss) - consolidated affiliates |
(168,572 | ) | - | - | 168,572 | - | ||||||||||||||
Other, net |
497 | (45 | ) | - | - | 452 | ||||||||||||||
Total other income (expense) |
(203,200 | ) | (57,363 | ) | - | 168,572 | (91,991 | ) | ||||||||||||
Income (loss) from continuing operations before income taxes |
(211,053 | ) | (5,080 | ) | (111 | ) | 168,593 | (47,651 | ) | |||||||||||
Income tax expense |
- | 10,223 | - | - | 10,223 | |||||||||||||||
Income (loss) from continuing operations |
(211,053 | ) | (15,303 | ) | (111 | ) | 168,593 | (57,874 | ) | |||||||||||
Discontinued operations (net of tax): |
||||||||||||||||||||
Loss from discontinued operations |
- | (10,567 | ) | - | (21 | ) | (10,588 | ) | ||||||||||||
Loss related to divestiture of discontinued operations |
- | (142,591 | ) | - | - | (142,591 | ) | |||||||||||||
Net income (loss) |
$ | (211,053 | ) | $ | (168,461 | ) | $ | (111 | ) | $ | 168,572 | $ | (211,053 | ) | ||||||
Comprehensive income (loss) |
$ | (211,053 | ) | $ | (168,461 | ) | $ | (111 | ) | $ | 168,572 | $ | (211,053 | ) |
Media General, Inc.
Condensed Consolidating Statements of Cash Flows
Nine Months Ended September 30, 2013
(In thousands, unaudited)
Media General Corporate |
Guarantor Subsidiaries |
Non-Guarantor Subsidiaries |
Eliminations |
Media General Consolidated |
||||||||||||||||
Cash flows from operating activities: |
||||||||||||||||||||
Net cash used by operating activities |
$ | (13,579 | ) | $ | (13,233 | ) | $ | (1,011 | ) | $ | - | $ | (27,823 | ) | ||||||
Cash flows from investing activities: |
||||||||||||||||||||
Capital expenditures |
(795 | ) | (10,993 | ) | - | - | (11,788 | ) | ||||||||||||
Collateral refund related to letters of credit |
1,366 | - | - | - | 1,366 | |||||||||||||||
Net change in intercompany note receivable |
(24,058 | ) | - | - | 24,058 | - | ||||||||||||||
Other, net |
(181 | ) | 113 | - | - | (68 | ) | |||||||||||||
Net cash (used) provided by investing activities |
(23,668 | ) | (10,880 | ) | - | 24,058 | (10,490 | ) | ||||||||||||
Cash flows from financing activities: |
||||||||||||||||||||
Increase in related party borrowings |
40,000 | - | - | - | 40,000 | |||||||||||||||
Repayment of related party borrrowings |
(10,000 | ) | - | - | - | (10,000 | ) | |||||||||||||
Debt issuance costs |
(16,243 | ) | - | - | - | (16,243 | ) | |||||||||||||
Net change in intercompany loan |
- | 24,058 | - | (24,058 | ) | - | ||||||||||||||
Other, net |
2,160 | (2 | ) | 1,011 | - | 3,169 | ||||||||||||||
Net cash provided (used) by financing activities |
15,917 | 24,056 | 1,011 | (24,058 | ) | 16,926 | ||||||||||||||
Net decrease in cash and cash equivalents |
(21,330 | ) | (57 | ) | - | - | (21,387 | ) | ||||||||||||
Cash and cash equivalents at beginning of year |
36,414 | 388 | - | - | 36,802 | |||||||||||||||
Cash and cash equivalents at end of period |
$ | 15,084 | $ | 331 | $ | - | $ | - | $ | 15,415 |
Media General, Inc.
Condensed Consolidating Statements of Cash Flows
Nine Months Ended September 23, 2012
(In thousands, unaudited)
Media General Corporate |
Guarantor Subsidiaries |
Non-Guarantor Subsidiaries |
Eliminations |
Media General Consolidated |
||||||||||||||||
Cash flows from operating activities: |
||||||||||||||||||||
Net cash (used) provided by operating activities |
$ | (99,462 | ) | $ | 117,937 | $ | (40 | ) | $ | - | $ | 18,435 | ||||||||
Cash flows from investing activities: |
||||||||||||||||||||
Capital expenditures |
(1,604 | ) | (5,659 | ) | - | - | (7,263 | ) | ||||||||||||
Collateral deposit related to letters of credit |
(10,271 | ) | - | - | - | (10,271 | ) | |||||||||||||
Net change in intercompany note receivable |
114,110 | - | - | (114,110 | ) | - | ||||||||||||||
Proceeds from dispositions |
139,902 | - | - | - | 139,902 | |||||||||||||||
Other, net |
894 | 1,092 | - | - | 1,986 | |||||||||||||||
Net cash (used) provided by investing activities |
243,031 | (4,567 | ) | - | (114,110 | ) | 124,354 | |||||||||||||
Cash flows from financing activities: |
||||||||||||||||||||
Increase in borrowings |
13,000 | - | - | - | 13,000 | |||||||||||||||
Increase in related party borrowings |
382,500 | - | - | - | 382,500 | |||||||||||||||
Repayment of borrowings |
(377,298 | ) | - | - | - | (377,298 | ) | |||||||||||||
Repayment of related party borrowings |
(126,963 | ) | - | - | - | (126,963 | ) | |||||||||||||
Debt issuance costs |
(28,772 | ) | - | - | - | (28,772 | ) | |||||||||||||
Net change in intercompany loan |
- | (114,110 | ) | - | 114,110 | - | ||||||||||||||
Other, net |
55 | (9 | ) | 40 | - | 86 | ||||||||||||||
Net cash (used) provided by financing activities |
(137,478 | ) | (114,119 | ) | 40 | 114,110 | (137,447 | ) | ||||||||||||
Net increase (decrease) in cash and cash equivalents |
6,091 | (749 | ) | - | - | 5,342 | ||||||||||||||
Cash and cash equivalents at beginning of year |
21,674 | 1,434 | - | - | 23,108 | |||||||||||||||
Cash and cash equivalents at end of period |
$ | 27,765 | $ | 685 | $ | - | $ | - | $ | 28,450 |
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations
OVERVIEW
Media General, Inc. (Media General or the Company), through its subsidiaries, is a provider of news, information and entertainment across 18 network-affiliated broadcast television stations and their associated digital media and mobile platforms. The Company’s stations serve consumers and advertisers in strong local markets, primarily in the southeastern United States. Media General’s network affiliations include eight NBC stations, eight CBS stations, one ABC station and one CW station. The Company entered the television business in 1955 when it launched WFLA-TV in Tampa, Florida, as an NBC affiliate. Today, WFLA is the Company’s largest TV station, operating in the 14th largest designated market area (DMA) in the United States. Six of the Company’s stations operate in Top 50 markets in the United States. Media General’s stations reach more than one-third of TV households in the Southeast and more than 8 percent of U.S. TV households.
On June 5, 2013, the Company entered into a merger agreement with Young. Upon consummation of the merger, the combined company will own or operate 31 network-affiliated television stations across 28 markets, reaching approximately 16.5 million, or approximately 14%, of U.S. TV households. The combined company’s increased size is expected to enhance its ability to capture the operating synergies of a larger company, participate in retransmission revenue growth, provide opportunities for broadcast and digital market share growth and obtain more favorable syndicated programming arrangements. Moreover, the Company believes the combined company will have a strong balance sheet, including significant net operating loss carryforwards that will survive the transaction and an enhanced credit profile. As discussed further in the Liquidity and Capital Resources section below, the Company has already secured long-term financing which will significantly reduce interest expense for the combined company. The combined company is expected to have an enhanced financial ability to pursue and finance additional strategic acquisitions, and thereby have a greater ability to participate in ongoing industry consolidation, than Media General would have had on a stand-alone basis. The closing of the transaction is subject to the approval of various matters relating to the transaction by Media General’s Class A and Class B shareholders and the satisfaction of other customary conditions. The Company has called a Special Meeting of its shareholders on November 7, 2013, to consider and vote on matters necessary to complete the transaction contemplated by the merger agreement. The Company expects to complete the transaction in November of 2013, if its shareholders provide approval at the Special Meeting and FCC approval is received, as expected.
The merger will be accounted for as a reverse acquisition in accordance with FASB Accounting Standards Codification Topic 805 (ASC 805), Business Combination. For financial reporting purposes, Young will be the acquirer and the continuing reporting entity. Consequently, the reports filed by Media General, the legal acquirer and the continuing public corporation in the transaction, after the date of the transaction will be prepared with Young as the successor entity. Accordingly, prior period financial information presented in the Media General financial statements will reflect the historical activity of Young.
RESULTS OF OPERATIONS
The Company recorded a net loss of $15 million ($0.53 per share) and $48 million ($1.76 per share) in the third quarter and first nine months of 2013, respectively, compared to a net loss of $30 million ($1.34 per share) and $211 million ($9.35 per share) in the third quarter and first nine months of 2012. Net loss for the third quarter and first nine months of 2012 included the operating results of newspapers, Blockdot, DealTaker, NetInformer and its production services company. All of these properties, with the exception of Blockdot, were sold or otherwise disposed prior to the end of 2012. Net loss for the third quarter and first nine months of 2012 also included losses of $11 million and $143 million, respectively, related to the divestiture of these discontinued operations. Net loss for the nine months ended September 30, 2013 included the revenue and expenses of Blockdot for the first three weeks of the year, a net loss of $100 thousand related to certain operating leases for space (formerly occupied by Blockdot) that the Company will no longer utilize and an additional loss of $30 thousand related to the sale of Blockdot.
Losses from continuing operations of $15 million and $48 million for the third quarter and first nine months of 2013, respectively, compared to losses from continuing operations of $18 million and $58 million in the equivalent 2012 periods. The loss from continuing operations for the third quarter and first nine months of 2013, included $1.2 million and $8.4 million, respectively, of investment banking, legal and accounting fees and expenses related to the pending merger with Young. The loss from continuing operations in 2012 included debt modification and extinguishment costs of $17 million and $35 million in the third quarter and year-to-date period, respectively.
Operating income in the third quarter of 2012 of $23 million decreased to $8.2 million in the third quarter of 2013 due primarily to the absence of Political and Olympic revenues in 2013. The third quarter decline in revenues combined with $8.4 million of merger-related expenses caused operating income for the first nine months of 2013 to drop by more than half to $19 million.
REVENUES
Revenues are grouped primarily into five major categories: Local, National, Political, Cable/Satellite Retransmission and Digital. The following chart summarizes the total consolidated period-over-period changes in these select revenue categories:
Change in Revenue by Major Category
2013 versus 2012
Third Quarter Change |
Year-to-date Change |
|||||||||||||||
(In thousands) |
Amount |
Percent |
Amount |
Percent |
||||||||||||
Local (gross) |
$ | (3,633 | ) | (7.7 | ) | $ | (5,234 | ) | (3.8 | ) | ||||||
National (gross) |
(1,986 | ) | (8.0 | ) | (1,109 | ) | (1.6 | ) | ||||||||
Political (gross) |
(18,519 | ) | (94.6 | ) | (30,629 | ) | (92.2 | ) | ||||||||
Cable/Satellite Retransmission |
3,840 | 41.0 | 12,308 | 44.4 | ||||||||||||
Digital (gross) |
543 | 20.5 | 1,335 | 18.6 |
Due to the relative absence of elections in 2013, Political revenue dropped by over 90% in the third quarter and year-to-date 2013 periods. Core Local and National broadcast advertising revenues also declined by 7.8% and 3.1% in the same 2013 periods. Third quarter 2012 revenues included gross Olympic spending of $15.5 million at the Company’s eight NBC stations spread across the Local, National and Political categories. While retransmission revenue and digital revenue rose sharply in both the quarter and year-to-date periods, it was not enough to fully offset this shortfall. Also contributing, in 2012, the Super Bowl aired on the Company’s eight NBC stations which are located in larger markets and generated $2.8 million of revenue. Super Bowl revenues in 2013 were $1.2 million, and the game was carried on the Company’s eight CBS stations. Continued softness in the Tampa advertising market also has hampered 2013 advertising revenues.
The Company’s retransmission consent agreement with the DISH Network expired on September 30, 2013. Consequently, none of the Company’s 18 television stations are being carried on DISH satellite systems subsequent to the end of the third quarter. The Company is actively seeking to reach agreement with DISH at market rates so that its stations will again be available to DISH subscribers. Year-over-year growth in retransmission revenues will be adversely affected until a new agreement is reached.
OPERATING COSTS
Operating costs decreased by approximately $1 million (1.3%) in the third quarter of 2013 as a $4.3 million reduction in corporate and other expenses was partially offset by a $2.3 million increase in station operating costs and $1.2 million of investment banking, legal and accounting fees and expenses related to the pending merger with Young. For the nine months ended September 30, 2013, operating costs increased by $8.8 million (4.3%), as a $7 million decrease in corporate and other expenses was not enough to offset $8.4 million of merger-related expenses and an $8.6 million rise in station operating costs.
Station production expenses rose 1.6% and 3.3% in the three and nine months ended September 30, 2013, due primarily to increased network affiliate fees (including reverse compensation), and to a lesser degree, merit increases for station employees.
Station selling, general and administrative expenses increased 8.3% and 8.8% in the three and nine months ended September 30, 2013, due to several factors, including merit increases, sales incentive trip expenses and additional revenue-share expense associated with the growth in digital revenues.
Corporate and other expenses decreased by $4.3 million (35%) in the third quarter of 2013 and by $7.0 million (22%) in the first nine months of 2013. These decreases were mostly attributable to the absence of a $3.3 million severance charge recorded in the third quarter of 2012 and savings resulting from the elimination of 75 corporate positions in the second half of 2012. However, the savings were countered by the effects of a rising stock price. The Supplemental 401(k) Plan and the Directors’ Deferred Compensation Plan (the Plans) are designed to align the interests of the participants with those of the shareholders. In the third quarter and first nine months of 2013, the Company’s stock price rose by $3.23 and $9.96, respectively. Consequently, the Company recorded increases of $2.1 million and $7.0 million to its Plan liabilities and corporate and other expenses in the respective 2013 periods. The Company’s increase in stock price was less significant in the corresponding 2012 periods and resulted in increases to corporate and other expenses of $.7 million and $.5 million, respectively.
Depreciation and amortization expenses were essentially flat in 2013 as compared to 2012. However, year-to-date amortization of intangible assets decreased by 40% as a number of assets reached the end of their useful lives at the end of the first quarter of 2012.
INTEREST EXPENSE
Total interest expense was flat in the third quarter of 2013 as compared to the third quarter of 2012. Interest expense related to Berkshire Hathaway borrowings decreased by 3%. The Company repaid approximately $117 million of principal to Berkshire Hathaway during the third quarter of 2012. However, savings related to this reduction were partially offset by a $30 million increase in outstanding borrowings on the revolving credit facility during the third quarter of 2013. Interest expense from other sources increased by 4.9% as the Company incurred approximately $0.5 million of fees on its new term loan arrangement.
Total interest expense increased by $2.1 million (3.6%) for the first nine months of 2013 as compared to 2012 as lower average principal outstanding was not enough to overcome higher interest rates. For most of the first quarter of 2012, the Company had a bank term loan facility with outstanding principal of $363 million and an interest rate of 5.3%. The Company amended this facility in late March of 2012, consequently, the all-in interest rate increased to 10%. In May of 2012, the Company entered into its current financing arrangement with Berkshire Hathaway which increased the cash interest rate on the term loan to 10.5%. By contrast, the Company had a term loan with outstanding principal of $302 million and a fixed interest rate of 10.5% for the entire first nine months of 2013.
Total interest expense included non-cash interest of $2.3 million and $7.0 million for the third quarter and first nine months of 2013 compared to non-cash interest of $2.4 million and $6.8 million for the equivalent 2012 periods. This non-cash interest expense represents accretion of discounts related to original issuance, warrants and certain fees that are amortized over the life of a loan. Non-cash interest expense for 2012 also includes payment-in-kind (PIK) interest of nearly $1 million which was incurred between March and May 2012 under the Company’s previous credit facility.
INCOME TAXES
The Company recorded non-cash income tax expense from continuing operations of $2.5 million and $7.7 million in the third quarter and first nine months of 2013, respectively, compared to $3.4 million and $10 million in the equivalent quarter and nine months of 2012, respectively. The Company’s tax provision for each period had an unusual relationship to pretax loss mainly because of the existence of a full deferred tax asset valuation allowance at the beginning of each period. This circumstance generally results in a zero net tax provision since the income tax expense or benefit that otherwise would be recognized is offset by the change to the valuation allowance. However, tax expense recorded in the third quarter and first nine months of 2013 included the accrual of non-cash tax expense of approximately $3.3 million and $9.8 million, respectively, of additional valuation allowance in connection with the tax amortization of the Company’s indefinite-lived intangible assets that was not available to offset existing deferred tax assets (termed a “naked credit”), as compared to approximately $3.4 million and $10.2 million, respectively, in the corresponding 2012 periods. The “naked credit” expense was partially offset in the third quarter and first nine months of 2013 by approximately $0.8 million and $2.1 million, respectively, of tax benefit related to the intraperiod allocation items in Other Comprehensive Income. A full discussion of the naked credit issue is contained in Note 4 of Item 8 of the Company’s Form 10-K for the year ended December 31, 2012.
DISCONTINUED OPERATIONS
The Company recorded a loss of $413 thousand from the operations of Blockdot in the nine months ended September 30, 2013. In January 2013, the Company sold the intellectual property and certain tangible assets of Blockdot for a nominal amount, but it did not sell Blockdot’s working capital and certain operating leases for space that the Company will no longer utilize. The Company recorded a net loss of approximately $100 thousand related to these operating leases during the nine months ended September 30, 2013. In the second half of 2012, the Company recorded a $2.5 million loss due to the anticipated sale of Blockdot; the Company recorded an additional loss of $30 thousand related to the sale in the first quarter of 2013.
The Company recorded losses from discontinued operations of $1 million and $11 million during the third quarter and first nine months of 2012, respectively, which included the operating results of newspapers (as well as their associated websites), DealTaker, Blockdot, NetInformer and the Company’s Production Services unit. The loss for the first nine months of 2012 included a noncash impairment charge of $6.5 million net of a tax benefit of $3.6 million related to DealTaker. The Company also recorded after-tax losses related to the divestiture of discontinued operations of $11 million and $143 million in the third quarter and first nine months of 2012, respectively. The total year-to-date 2012 after-tax loss included an estimated loss on the sale of newspapers to World Media of $112 million, an estimated loss on the sale of the Tampa print properties of $24 million, an estimated loss on the sale of Blockdot of $2.4 million and a loss on the sale of DealTaker of $3.9 million.
OTHER
As indicated above, fluctuations in the Company’s stock price have a significant effect on the amount of corporate and other expenses recognized due to the nature of the Supplemental 401(k) and the Directors’ Deferred Compensation plans. Each $1 change in the Company’s stock price as of September 30, 2013, would have raised or lowered the Company’s liabilities and corporate and other expenses by approximately $.7 million.
The Company also maintains a Deferred Compensation Plan for certain employees. Unlike a 401(k) plan, this obligation resides with the Company, and earnings are credited to each participant’s account based on the performance of participant-directed hypothetical equity and bond funds rather than actual investment activity. Historically, the Company directed investments associated with its company-owned life insurance policies to mirror investments used to determine the liability under the Deferred Compensation Plan. However, when amounts are borrowed under the company owned life insurance policies, as was the case as of September 30, 2013, the Company is exposed to the market volatility related to its Deferred Compensation Plan liability. A 10% change in the value of the investments used to determine the Deferred Compensation Plan liability as of quarter-end would have raised or lowered the liability and corporate and other expenses by approximately $.6 million.
LIQUIDITY AND CAPITAL RESOURCES
The Company used $28 million of cash from operating activities in the nine months ended September 30, 2013. This compared to $18 million of net cash provided by operating activities in the year-ago period. During the first nine months of 2013, the Company paid $61 million in cash for interest ($13 million of which was previously accrued), made capital expenditures of $12 million, contributed $3.8 million to its retirement plan and reduced its accounts payable and accrued expenses by $23 million. In addition, the Company paid cash of $16 million for issuance costs associated with its new credit facility and $7.8 million for merger-related expenses. These outlays were funded in part by $30 million of net borrowings under the revolving credit facility, a net inflow of $9 million from borrowings under company owned life insurance policies and a $1.4 million refund of a collateral deposit related to letters of credit.
As of September 30, 2013, and December 31, 2012, the Company had in place with BH Finance LLC, an affiliate of Berkshire Hathaway, a term loan with a face value of $302 million which was issued at a discount of 11.5%, matures in May 2020 and bears an interest rate of 10.5%. The Company had $30 million outstanding on its revolving credit facility as of September 30, 2013, and had remaining availability of $15 million. The revolving credit facility bears interest at a rate of 10% and is subject to a 2% fee on the unused portion of the commitment. While the Berkshire Hathaway financing arrangement does not contain financial covenants, there are restrictions, in whole or in part, on certain activities including the incurrence of additional debt, repurchase of shares and the payment of dividends. The financing arrangement is guaranteed by the Company’s subsidiaries. The Company also issued common stock warrants to purchase 4.6 million shares of common stock to Berkshire Hathaway in conjunction with the financing, the warrants were exercised subsequently.
Also outstanding were 11.75% senior secured notes with a face value of $300 million that were issued at a price equal to 97.69% of face value. On or before February 15, 2014, the senior secured notes can be redeemed at a price equal to 100% of the outstanding principal, plus the present value of the semi-annual interest payment due February 15, 2014, plus a call premium of 5.875% of the outstanding principal. The Company was in compliance with the provisions of its debt agreements at September 30, 2013.
At the time of the execution of the financing arrangement and related agreements, the Company and Berkshire Hathaway (and its affiliates) were not then related parties. However, the consummation of, and exercise of rights under, those agreements created the related-party status. As described in Note 5 of Item 1, the Company and World Media engaged in a series of transactions to effectuate an orderly transition following the sale of the Company’s newspapers. As of September 30, 2013, these transition service obligations were substantially complete.
The Company has posted cash collateral with letter of credit agents to support its letters of credit. As of September 30, 2013, the Company had outstanding letters of credit of $3.4 million. The Company received refunds of $1.4 million of previously posted cash collateral during the nine months ended September 30, 2013.
The Company believes that its cash on hand, cash provided by operations and its revolving credit facility are more than sufficient to cover its working capital, capital expenditures, interest, pension, merger-related expenses and other cash needs.
On July 31, 2013, the Company entered into a new credit agreement with a syndicate of lenders, contingent on successful completion of the merger with Young, which will provide the combined company with a $60 million revolving credit facility and an $885 million term loan. The revolving credit facility has a term of five years and will bear interest at LIBOR plus a margin of 2.75%. The $885 million term loan has a term of seven years and will bear interest at LIBOR (with a LIBOR floor of 1%) plus a margin of 3.25%. Shortly after close, the combined company plans to use the term loan proceeds to repay the outstanding debt of both companies (including associated call premiums), fund a $50 million contribution to Media General’s qualified pension plan and pay various transaction fees and expenses. The Company paid approximately $16 million of transaction-related fees in the third quarter. The Company also incurred $0.5 million of fees on the unfunded term loan commitment during the third quarter. The fees will continue to accrue at an annual rate of 3.25% of the unfunded term loan commitment until the Company fully draws down the term loan. When drawn following the merger, the new credit agreement will be guaranteed by the combined company and its subsidiaries, and secured by liens on substantially all of the assets of the combined company.
The Shield Media companies with which Young has shared services arrangements for two stations, entered into a new credit agreement with a syndicate of lenders, dated July 31, 2013, contingent on successful completion of the Young merger, which will refinance its outstanding aggregate $32 million term loans under one credit agreement. The existing Shield Media term loans are guaranteed on a secured basis by Young which will continue to provide its guarantee, secured by the same collateral, for the combined refinanced facility. The new Shield Media term loan has a term of five years and will bear interest at LIBOR plus a margin of 3.25%. Upon completion of the merger and repayment of the 11.75% senior secured notes, the new Shield Media term loan will be guaranteed by the combined company and its subsidiaries. These guarantees will be secured by liens on substantially all of the assets of the combined company, on a pari passu basis with the new Media General credit agreement.
The new Media General credit agreement contains a leverage ratio covenant, which involves debt levels and a rolling eight-quarter calculation of EBITDA, as defined in the agreement. Additionally, the agreement has restrictions on certain transactions including the incurrence of additional debt, capital leases, investments, additional acquisitions, asset sales and restricted payments (including dividends and share repurchases) as defined in the agreement. The new Shield Media credit agreement contains a fixed charge coverage ratio, a financial covenant that is meant to measure whether the Borrowers can satisfy their fixed charges (interest, debt payments, capital expenditures and taxes) when due by measuring fixed charges to EBITDA, calculated on a rolling eight-quarter basis, as defined in the agreement. The agreement also has restrictions on transactions similar in nature to those in the new Media General agreement, but scaled to Shield Media’s smaller size. Additionally, the agreement has more specific covenants regarding the operation of the Shield Media business and requires that each Shield Media holding company that controls a Shield Media station limit its activities to performance of its obligations under the Shield Media credit documents, and activities incidental thereto, including owning a Shield Media station and performance of its obligations under and activities related to the shared services agreement. Both the Media General and Shield Media credit agreements contain cross-default provisions.
OUTLOOK
Media General is excited about its future as a merged company with Young and is actively working with Young management to ensure a smooth transition. The Company expects to complete the transaction in November of 2013, if its shareholders provide approval at the Special Meeting and FCC approval is received, as expected. Media General is reassessing its operations and contracts, looking for efficiencies and best practices from both companies in order to maximize synergies. With the new credit arrangements that will be effective when the merger takes place, the Company has already secured long-term financing which will significantly reduce interest expense for the combined company. The combined company intends to use a portion of the proceeds of this financing to make a $50 million contribution to Media General’s qualified pension plan following consummation of the transaction which will reduce ongoing pension expense. The Company expects that significant operating loss carryforwards will survive the transaction which will minimize the combined company’s cash income taxes. Media General’s management believes that the combined company will be able to realize estimated operating and financing synergies of approximately $44 million per year, as a result of reduced corporate overhead, interest and other expenses. Media General looks forward to providing enhanced value to shareholders by participating as an acquirer in ongoing industry consolidation should appropriate opportunities be presented.
* * * * * * * *
Certain statements in this quarterly report that are not historical facts are “forward-looking” statements, as that term is defined by the federal securities laws. Forward-looking statements include statements related to accounting estimates and assumptions, expectations regarding the pending merger and approval by shareholders, negotiations with cable and satellite providers, revenue growth, interest expense, corporate expense, cash flow margins, operating loss carryfowards, general advertising and digital advertising levels. Forward-looking statements, including those which use words such as the Company “believes,” “anticipates,” “expects,” “estimates,” “intends,” “projects,” “would like,” “plans,” “may” and similar words, are made as of the date of this filing and are subject to risks and uncertainties that could cause actual results to differ materially from those expressed in or implied by such statements.
Various important factors could cause actual results to differ materially from the Company’s forward looking statements, estimates or projections including, without limitation: failure to complete the merger transaction, the economic climate for debt refinancing, regulatory approvals, changes in advertising demand, changes to pending accounting standards, changes in consumer preferences for programming and delivery method, changes in relationships with broadcast networks, changes in relationships with cable and satellite providers, the performance of pension plan assets, health care cost trends, regulatory rulings including those related to ERISA and income tax law, natural disasters, and the effects of dispositions and debt agreements on the Company’s results of operations and its financial condition. Actual results may differ materially from those suggested by forward-looking statements for a number of reasons including those described in Item 1A “Risk Factors” of the Company’s Annual Report on Form 10-K for the year ended December 31, 2012.
Item 3. Quantitative and Qualitative Disclosure About Market Risk.
The Company’s Annual Report on Form 10-K for the year ended December 31, 2012, provides disclosures about market risk. As of September 30, 2013, there have been no material changes in the Company’s market risk from December 31, 2012.
Item 4. Controls and Procedures
The Company’s management, including the chief executive officer and chief financial officer, has evaluated the effectiveness of the Company’s disclosure controls and procedures as of September 30, 2013. Based on that evaluation, the Company’s management, including the chief executive officer and chief financial officer, concluded that the Company’s disclosure controls and procedures were effective as of September 30, 2013. There have been no significant changes in the Company’s internal controls or in other factors during the fiscal quarter that have materially affected, or are reasonably likely to materially affect, the Company’s internal controls over financial reporting.
PART II. OTHER INFORMATION
Item 6. Exhibits
(a) |
Exhibits | |
10.1 |
Media General, Inc., Supplemental 401(k) Plan, amended and restated effective January 1, 2014 | |
31.1 |
Section 302 Chief Executive Officer Certification | |
31.2 |
Section 302 Chief Financial Officer Certification | |
32 | Section 906 Chief Executive Officer and Chief Financial Officer Certification | |
101 |
The following financial information from the Media General, Inc. Quarterly Report on Form 10-Q for the quarter ended September 30, 2013, formatted in XBRL includes: (i) Consolidated Condensed Balance Sheets at September 30, 2013 and December 31, 2012, (ii) Consolidated Condensed Statements of Operations for the three and nine months ended September 30, 2013 and September 23, 2012, (iii) Consolidated Condensed Statements of Comprehensive Income (Loss) for the three and nine months ended September 30, 2013 and September 23, 2012, (iv) Consolidated Condensed Statements of Cash Flows for the nine months ended September 30, 2013 and September 23, 2012, and (v) the Notes to Consolidated Condensed Financial Statements. |
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.
MEDIA GENERAL, INC. | ||
DATE: November 6, 2013 | /s/ George L. Mahoney | |
George L. Mahoney | ||
President and Chief Executive Officer |
DATE: November 6, 2013 | /s/ James F. Woodward | |
James F. Woodward |
||
Vice President - Finance and Chief Financial Officer |
31
Exhibit 10.1
MEDIA GENERAL, INC.
SUPPLEMENTAL 401(k) PLAN
Amended and Restated as of January 1, 2014
Media General, Inc.
Supplemental 401(k) Plan
Amended and Restated as of January 1, 2014
TABLE OF CONTENTS
Page | ||
ARTICLE I |
INTRODUCTION |
1 |
ARTICLE II |
DEFINITIONS |
2 |
2.01 |
Administrator |
2 |
2.02 |
Affiliated Company |
2 |
2.03 |
Beneficiary |
2 |
2.04 |
Board of Directors |
2 |
2.05 |
Code |
2 |
2.06 |
Company |
2 |
2.07 |
Compensation |
3 |
2.08 |
Effective Date |
3 |
2.09 |
Eligible Employee |
3 |
2.10 |
Employee |
3 |
2.11 |
Employer |
3 |
2.12 |
401(k) Plan |
3 |
2.13 |
Investment Funds |
4 |
2.14 |
Matching Contribution |
4 |
2.15 |
Matching Contribution Account |
4 |
2.16 |
Normal Retirement Date |
4 |
2.17 |
Participant |
4 |
2.18 |
Participating Employer |
4 |
2.19 |
Plan |
4 |
2.20 |
Plan Compensation |
4 |
2.21 |
Plan Year |
5 |
2.22 |
Separation from Service |
5 |
2.23 |
Stock |
5 |
2.24 |
Stock Fund |
5 |
2.25 |
Supplemental Contribution |
5 |
2.26 |
Supplemental Contribution Account |
5 |
2.27 |
Trust |
5 |
2.28 |
Trust Fund |
6 |
2.29 |
Trustee |
6 |
2.30 |
Valuation Date |
6 |
ARTICLE III |
ADMINISTRATION |
7 |
3.01 |
Administrator |
7 |
3.02 |
Powers of Administrator |
7 |
3.03 |
Examination of Records |
8 |
3.04 |
Nondiscriminatory Exercise of Authority |
8 |
3.05 |
Reliance on Tables, etc. |
8 |
3.06 |
Indemnification of Administrator and Trustee |
8 |
Media General, Inc.
Supplemental 401(k) Plan
Amended and Restated as of January 1, 2014
3.07 |
Costs of Administration |
8 |
3.07 |
Fiduciary Discretion |
8 |
ARTICLE IV |
PARTICIPATION |
10 |
4.01 |
Participation |
10 |
4.02 |
Compensation Reduction Election |
10 |
4.03 |
Notice to Participants |
10 |
ARTICLE V |
DEFERRALS AND MATCHING CONTRIBUTIONS |
11 |
5.01 |
Supplemental Contributions |
11 |
5.02 |
Compensation Reduction Election Form |
11 |
5.03 |
Matching Contributions |
11 |
ARTICLE VI |
TRUST FUNDS |
13 |
6.01 |
Unfunded Plan |
13 |
6.02 |
Appointment of Trustee |
13 |
6.03 |
Investment Funds Within the Trust Fund |
13 |
6.04 |
Acquisition of Stock |
13 |
6.05 |
Investment of Contributions and Earnings |
14 |
6.06 |
Protection of Trustee and Limitation of Liability |
14 |
ARTICLE VII |
PARTICIPANT ACCOUNTS |
15 |
ARTICLE VIII |
DISTRIBUTION OF BENEFITS |
16 |
8.01 |
Payment of Accounts |
16 |
8.02 |
Payments to Beneficiary |
17 |
8.03 |
Beneficiary Designation |
17 |
8.04 |
Benefits Non-Assignable |
17 |
8.05 |
Claims Procedure |
17 |
8.06 |
Anti-Acceleration |
17 |
8.07 |
Special Election |
18 |
ARTICLE IX |
AMENDMENT AND TERMINATION |
19 |
9.01 |
Amendment |
19 |
9.02 |
Liability Upon Termination of the Plan |
19 |
ARTICLE X |
MISCELLAENOUS |
20 |
10.01 |
Governing Law |
20 |
10.02 |
Notices and Elections |
20 |
10.03 |
Binding Effect |
20 |
10.04 |
Severability |
20 |
10.05 |
Gender and Number |
20 |
10.06 |
Titles and Captions |
20 |
10.07 |
Omnibus Provisions |
20 |
Media General, Inc.
Supplemental 401(k) Plan
Amended and Restated as of January 1, 2014
ARTICLE I
INTRODUCTION
The purpose of the Media General, Inc. Supplemental 401(k) Plan (the "Plan") is to provide supplemental retirement savings to the Eligible Employees under the Plan, through a program of compensation reduction deferrals (that are matched, in part, by employer contributions, in accordance with the terms of the Plan). This Plan is specifically designed to allow a select group of key executives, whose pay exceeds the compensation limit of section 401(a)(17) of the Internal Revenue Code of 1986 (the “Code”) and whose elective deferral contributions to the MG Advantage 401(k) Plan are thereby limited under the provisions of the Code, to defer compensation under this Plan by means of compensation reductions (and otherwise receive the benefit of partial employer matching provided under the Plan).
The Plan is intended to be a plan that is unfunded and maintained by the Company for the purpose of providing deferred compensation for a select group of management or highly compensated employees as described in the Employee Retirement Income Security Act of 1974 (“ERISA”), as amended.
Effective January 1, 2008, the Plan is amended to conform the written terms of the Plan to the requirements of Code section 409A. The Plan has been operated in good faith compliance with the requirements of Code section 409A for periods starting January 1, 2005, and through December 31, 2008. Effective January 1, 2008, the Plan is intended to comply with final regulations under Code section 409A. All questions concerning the Plan should be interpreted in light of the Company’s intention to conform to the applicable requirements of ERISA and Code section 409A.
Effective January 1, 2011, the Plan is amended and restated to reflect changes in the Plan’s matching contribution formula effective April 1, 2009, and January 1, 2011. Effective January 1, 2014, the Plan is amended and restated to reflect additional changes to the Plan’s matching contribution formula.
Media General, Inc.
Supplemental 401(k) Plan
Amended and Restated as of January 1, 2014
ARTICLE II
DEFINITIONS
Wherever used herein, the following terms have the following meanings (unless a different meaning is clearly required by the context):
2.01 Administrator
Administrator means the Company or other person, entity or committee appointed to administer the Plan, in accordance with Article III.
2.02 Affiliated Company
Affiliated Company means (a) any corporation (other than the Company) that is a member of a controlled group of corporations (as defined in Code section 414(b)) with the Company, (b) any trade or business (other than the Company), whether or not incorporated, that is under common control (as defined in Code section 414(c)) with the Company, and (c) any trade or business (other than the Company) that is a member of an affiliated service group (as defined in Code section 414(m)) of which the Company is also a member, provided that, the term "Affiliated Company" shall not include any corporation or unincorporated trade or business prior to the date on which such corporation, trade or business satisfies the affiliation or control tests of (a), (b) or (c) above.
2.03 Beneficiary
Beneficiary means the person or persons entitled under Article VIII to receive benefits under the Plan upon the death of the Participant.
2.04 Board of Directors
Board of Directors means the Board of Directors of the Company.
2.05 Code
Code means the Internal Revenue Code of 1986, as amended from time to time. Reference to any section or subsection of the Code includes references to any comparable or succeeding provisions of any legislation that amends, supplements, or replaces such section or subsection.
2.06 Company
Company means Media General, Inc., a Virginia corporation, and any successor to all or a major portion of its assets or business that assumes the obligations of the Company.
Media General, Inc.
Supplemental 401(k) Plan
Amended and Restated as of January 1, 2014
2.07 Compensation
Compensation means compensation as defined under the 401(k) Plan, without regard to any reduction in compensation by reason of any compensation reduction agreement in effect between a Participant and a Participating Employer (and without any limitations otherwise imposed under the Code). Otherwise, as to compensation for Plan purposes, see "Plan Compensation" below.
2.08 Effective Date
Effective Date means August 1, 1987. The Plan was amended and restated, effective November 17, 1994, April 29, 2004, January 1, 2008 and January 1, 2011. The most recent amendment and restatement is effective January 1, 2014.
2.09 Eligible Employee
Eligible Employee means:
(a) an Employee of the Company or a Participating Employer;
(b) whose Compensation (base annual salary and target bonus) exceed the compensation dollar limit imposed under Code section 401(a)(17) each year; and
(c) who otherwise is selected by the Company to participate in this Plan in accordance with the provisions of the Plan (and who has not thereafter become ineligible to participate).
2.10 Employee
Employee means any person who is employed by an Employer, but excludes any person who is employed as an independent contractor.
2.11 Employer
Employer means the Company and any Participating Employer that shall adopt this Plan. When used in the Plan, the term "Employer" shall refer to the specific Employer of the Employee(s) or Participant(s) under consideration, rather than to all of the Employers in the aggregate, unless the context requires otherwise.
2.12 401(k) Plan
401(k) Plan means the MG Advantage 401(k) Plan.
Media General, Inc.
Supplemental 401(k) Plan
Amended and Restated as of January 1, 2014
2.13 Investment Funds
Investment Funds means the hypothetical investments of a Participant’s Account made in accordance with the Participant’s investment direction pursuant to Section 6.05. The Investment Funds shall be selected by the Administrator and may be changed from time to time.
2.14 Matching Contribution
Matching Contribution means, in the case of any Participant, any unfunded matching contribution allocation made for the benefit of the Participant by a Participating Employer under Section 5.03.
2.15 Matching Contribution Account
Matching Contribution Account means, for any Participant, the unfunded Plan recordkeeping account described in Section 7.01 to which Matching Contributions for the Participant's benefit (and earnings attributable thereto) are credited under the Plan.
2.16 Normal Retirement Date
Normal Retirement Date means the date on which the Participant attains age 65 (the "Normal Retirement Age").
2.17 Participant
Participant means each Eligible Employee who participates in the Plan, in accordance with Article IV hereof.
2.18 Participating Employer
Participating Employer means the Company and any Affiliated Company that has adopted the Plan with the approval of the Company's Board of Directors.
2.19 Plan
Plan means the Media General, Inc. Supplemental 401(k) Plan as set forth herein, together with any and all amendments and supplements hereto.
2.20 Plan Compensation
Plan Compensation means the excess (if any) of:
(a) the Participant's Compensation for the Plan Year, as defined above and under the 401(k) Plan, without regard to any reduction in compensation by reason of any compensation reduction agreement in effect between a Participant and a Participating Employer (and without any limitation otherwise imposed under the Code); over
Media General, Inc.
Supplemental 401(k) Plan
Amended and Restated as of January 1, 2014
(b) the annual tax-qualified plan compensation limitation set forth under Code section 401(a)(17), as adjusted for that Plan Year.
2.21 Plan Year
Plan Year means the calendar year.
2.22 Separation from Service
Separation from Service means either: (i) the complete cessation of the performance of services by the Participant for the Company for whatever reason, or (ii) a diminished level of services where the Participant is expected to perform services at a level equal to 20% or less of the average level of service provided during the immediately preceding 36 months.
2.23 Stock
Stock means the Class A common stock of the Company.
2.24 Stock Fund
Stock Fund means the investment fund holding Stock and cash.
2.25 Supplemental Contribution
Supplemental Contribution means, in the case of any Participant, that portion of a Participant's Plan Compensation that is deferred under the Plan in accordance with Article V hereof.
2.26 Supplemental Contribution Account
Supplemental Contribution Account means, for any Participant, the unfunded Plan recordkeeping account described in Section 7.01 to which Supplemental Contributions for the Participant's benefit (and earnings attributable thereto) are credited under the Plan.
2.27 Trust
Trust means the trust of trusts, if any, that may be established between the Company and a Trustee for the convenience of the Company, in connection with the Company's maintenance and operation of the Plan. All assets of any such trust shall be held solely for the benefit of, the Company; or, otherwise, shall be held in trust subject to the claims of the Company's creditors. The Plan shall remain solely an unfunded promise of the Company to pay benefits to Plan participants.
Media General, Inc.
Supplemental 401(k) Plan
Amended and Restated as of January 1, 2014
2.28 Trust Fund
Trust Fund means any property held in trust by the Trustee for the benefit of the Company (or held in trust, subject to the claims of the Company's creditors).
2.29 Trustee
Trustee means any person or persons appointed as Trustee pursuant to Section 6.02, any successor trustee or trustees, and any additional trustee or trustees.
2.30 Valuation Date
Valuation Date means, except as provided in Section 9.02 or unless the Plan Administrator determines otherwise, each business day of each Plan Year after the Effective Date.
Media General, Inc.
Supplemental 401(k) Plan
Amended and Restated as of January 1, 2014
ARTICLE III
ADMINISTRATION
3.01 Administrator
The Plan will be administered by the Company or by any person, entity or committee appointed from time to time by the Board of Directors to serve at its pleasure. A Participant may be appointed to serve as Administrator at the discretion of the Board of Directors. Except as may be directed by the Company, no person serving as Administrator will receive any compensation for his services as Administrator. The Company shall provide the Trustee with a written certification stating the name or names of the Administrator (or the designated persons authorized to direct the Trustee on behalf of the Administrator). The Trustee shall be entitled to rely upon such certification as to the identity of the Administrator (and any designated authorized persons) until the Company otherwise notifies the Trustee.
3.02 Powers of Administrator
The Administrator will have full and exclusive power and discretion to administer the Plan, including as to all of its details. For this purpose, the Administrator's power will include, but will not be limited to, the following authority:
(a) to make and enforce such rules and regulations as it deems necessary or proper for the efficient administration of the Plan or as required to comply with applicable law;
(b) to interpret the Plan, its interpretation thereof in good faith to be final and conclusive as to any Employee, former Employee, Participant, former Participant and Beneficiary;
(c) to decide all questions concerning the Plan;
(d) to compute the amount of benefits which will be payable to any Participant, former Participant or Beneficiary in accordance with the provisions of the Plan, and to determine the person or persons to whom such benefits will be paid;
(e) to authorize the payment of Plan benefits;
(f) to keep such records and submit such filings, elections, applications, returns or other documents or forms as may be required under the Code and applicable regulations, or under state or local law and regulations; and
(g) to appoint such agents, counsel, accountants, consultants and recordkeepers as may be required to assist in administering the Plan.
Media General, Inc.
Supplemental 401(k) Plan
Amended and Restated as of January 1, 2014
3.03 Examination of Records
The Administrator will make available to each Participant such Plan records as pertain to the Participant, for examination at reasonable times during normal business hours.
3.04 Nondiscriminatory Exercise of Authority
Whenever, in the administration of the Plan, any discretionary review or action by the Administrator is required, the Administrator shall exercise such authority in a nondiscriminatory manner (so that all persons who are similarly situated will receive substantially the same treatment).
3.05 Reliance on Tables, etc.
In administering the Plan, the Administrator will be entitled, to the extent permitted by law, to rely conclusively on all tables, valuations, certificates, opinions and reports that are furnished by any trustee, counsel, accountant, consultant, recordkeeper or other professional who is employed or engaged by the Administrator or the Company.
3.06 Indemnification of Administrator and Trustee
The company agrees to indemnify and defend, to the fullest extent of the law, any Employee or former Employee who in good faith serves or has served in the capacity of Administrator, as a member of a committee designated as Administrator or as an authorized person acting on behalf of the Administrator, against any liabilities, damages, costs and expenses occasioned by having occupied any fiduciary position in connection with the Plan.
The Company agrees to indemnify and defend, to the fullest extent of the law, any claims against the Trustee arising from actions taken by the Trustee pursuant to instructions from the Company or the Administrator; or, if the Trustee may not act in the absence of such instructions, its failure to act in the absence of such instructions.
3.07 Costs of Administration
All reasonable costs and expenses incurred by the Administrator and the Trustee in administering the Plan and Trust will be paid by the Company.
3.08 Fiduciary Discretion
Media General, Inc.
Supplemental 401(k) Plan
Amended and Restated as of January 1, 2014
In discharging the duties assigned to it under the Plan, the Committee and each other fiduciary with respect to the Plan has the discretion to interpret the Plan; adopt, amend and rescind rules and regulations pertaining to its duties under the Plan; and to make all other determinations necessary or advisable for the discharge of its duties under the Plan. Each fiduciary's discretionary authority is absolute and exclusive if exercised in a uniform and nondiscriminatory manner with respect to similarly situated individuals. The express grant in the Plan of any specific power to a fiduciary with respect to any duty assigned to it under the Plan must not be construed as limiting any power or authority of the fiduciary to discharge its duties. A fiduciary's decision is final and conclusive unless it is established that the fiduciary's decision constituted an abuse of its discretion.
Media General, Inc.
Supplemental 401(k) Plan
Amended and Restated as of January 1, 2014
ARTICLE IV
PARTICIPATION
4.01 Participation
An Eligible Employee may become a Participant for the Plan Year by delivering an executed Compensation Reduction Election to the Administrator in accordance with the procedures set forth in the following Plan section.
4.02 Compensation Reduction Election
(a) Amount of Supplemental Contributions. A Participant may elect to defer a dollar amount (in $1 increments) of his Plan Compensation under the Plan. The minimum deferral for a Plan Year is $500 and the maximum amount is fifty percent (50%) of the Participant’s base annual salary.
(b) Elections. Except as provided in subsection (c), a Participant may make an election to defer Plan Compensation for each Plan Year only if such election is made no later than December 31 of the prior Plan Year, or by such earlier date as may be announced by the Administrator. Such election shall remain in effect for the entire Plan Year. Each Compensation Reduction Election shall be made on a form provided by the Administrator and shall specify such additional information as the Administrator may require.
(c) First Year of Eligibility. In the first Plan Year in which an Eligible Employee becomes eligible to participate in the Plan, the Eligible Employee must make an initial compensation reduction election within 30 days after he or she becomes eligible to participate in the Plan. Such election shall only be valid with respect to Compensation paid for services rendered after the date of the initial deferral election.
4.03 Notice to Participants
The Administrator will inform each Employee who becomes eligible to participate in the Plan of his eligibility to participate and his requirement to execute a Compensation Reduction Election.
Media General, Inc.
Supplemental 401(k) Plan
Amended and Restated as of January 1, 2014
ARTICLE V
DEFERRALS AND MATCHING CONTRIBUTIONS
5.01 Supplemental Contributions
For each Participant, who has in effect for any pay period an effective Compensation Reduction Election and otherwise is receiving Plan Compensation from a Participating Employer during such pay period, the Employer will reduce the Participant's Plan Compensation by (and the Company will record as a Supplemental Contribution) the amount (or percentage) of Plan Compensation specified in such Participant's Compensation Reduction Election. Each unfunded Supplemental Contribution will be credited to the Participant's Supplemental Contribution Account, in accordance with Section 7.02. Supplemental Contributions shall be withheld only from a Participant’s regular base pay, and not from bonus payments or other special payments made during the Plan Year.
5.02 Compensation Reduction Election Form
A Compensation Reduction Election is a written agreement between a Participant and his Participating Employer that satisfies the requirements of this Section 5.02 and Section 4.02. Each election will provide that the Participant's Plan Compensation will be reduced by the amount specified in the election. Each election will be in a form prescribed or approved by the Administrator.
5.03 Matching Contributions
The Participating Employer shall provide to the Company, with respect to each Participant's Matching Contribution Account for each Plan Year, an amount equal to the lesser of:
(a) one hundred percent (100%) of the amount of the Participant's Supplemental Contribution for the Plan Year; or
(b) effective for Plan Years commencing on and after January 1, 2014, three percent (3%) of the Participant's Plan Compensation for the Plan Year, plus fifty percent (50%) of the amount of the Participant’s Supplemental Contributions for the Plan Year that exceed three percent (3%) of the Participant’s Plan Compensation but that do not exceed five percent (5%) of the Participant’s Plan Compensation.
The Administrator shall estimate the unfunded Matching Contributions that will need to be recorded by the Company for the Participant during the Plan Year (based on the Participant's Compensation Reduction Election and expected Plan Compensation). Unless the Company determines otherwise, the Administrator then shall allocate the proposed Matching Contribution for the Plan Year for all Participants on a pro rata basis each pay period until such proposed Matching Contribution for the Plan Year is exhausted. The appropriate portion of the proposed Matching Contribution for the Plan Year, as determined above, will be credited to the Participant's unfunded Matching Contribution Account at the same time that the Participant's Supplemental Contributions are credited (after each pay period).
Media General, Inc.
Supplemental 401(k) Plan
Amended and Restated as of January 1, 2014
Following the end of each Plan Year, the Administrator shall adjust each Participant's final Matching Contributions for the completed Plan Year (to the final correct amount), by making a credit to, or deduction from, such Participant's Matching Contribution Account (generally by January 31 of the following year).
If a Participant Separates from Service prior to the end of the Plan Year, however, the Administrator generally shall proceed with final adjustment of the separated Participant's Matching Contributions (by making a final credit to, or final deduction from, such Participant's Matching Contribution Account by the last day of the month that next follows the Participant's Separation from Service).
Notwithstanding the foregoing provisions of this Section 5.03, no Matching Contributions shall be made by the Company or credited under the Plan for the period beginning on the first day of the Company’s first full payroll period starting on or after April 1, 2009, and ending with the last pay period that begins prior to December 31, 2010.
Media General, Inc.
Supplemental 401(k) Plan
Amended and Restated as of January 1, 2014
ARTICLE VI
TRUST FUND
6.01 Unfunded Plan
The Plan shall be and remain unfunded for federal income tax purposes and for purposes of Title I of ERISA. The Plan shall constitute only an unfunded promise by the Company to make future Plan benefit payments. Nevertheless, for the convenience of the Company, a trust fund may be established to invest certain Company assets for the purpose of paying certain benefits. Any such trust shall be subject to the claims of the Company's creditors. No Participant or Beneficiary shall have any right, title, or interest in, or to, any trust asset.
6.02 Appointment of Trustee
The Company may appoint, by written notice, one or more individuals or corporations to act as Trustee under the Plan; and, may remove and appoint a successor to any such person or persons at any time. The Trustee, and any Successor Trustee, shall be entitled to written notice from the Company, stating the date on which the removal is effective. Written notice of removal, resignation or appointment shall be provided to all Trustees under the Plan. The Company may enter into a separate trust agreement with the Trustee and make such amendments to such trust agreement or such further agreements as the Company, in its sole discretion, may deem necessary or desirable.
6.03 Investment Funds Within the Trust Fund
(a) All contributions to a Trust and all investments thereunder shall be held by the Trustee in the applicable Trust Fund. The Trust Fund shall be invested in the Stock Fund and such other Investment Funds as may be selected from time to time by the Administrator. All cash held by the Trustee is to be invested in the Stock Fund or other Investment Funds as soon as reasonably practicable.
(b) The Trustee, as directed by the Company, shall have the right to vote stock held in the Trust Fund, personally or by proxy, and to delegate the Trustee's powers and discretions with respect to stock to a proxy.
6.04 Acquisition of Stock
The Trustee shall purchase the Stock required for the Trust from such sources, and at such prices, as the Trustee shall determine in its sole discretion.
Media General, Inc.
Supplemental 401(k) Plan
Amended and Restated as of January 1, 2014
6.05 Investment of Contributions and Earnings
(a) All amounts credited to a Participant's Supplemental Contribution Account and Matching Contribution Account shall be hypothetically invested in the Stock Fund on the Plan's records, as provided under the Plan's provisions.
(b) Upon the attainment of age 55, a Participant shall be entitled to direct the investment of his Supplemental Contribution and Matching Contribution Accounts in such Investment Funds designated by the Administrator from time to time in accordance with procedures announced by the Administrator.
6.06 Protection of Trustee and Limitation of Liability
Each Trustee shall be fully protected in acting upon any instrument, certificate, or document believed by it to be genuine. The Trustee agrees to hold in trust and administer the Trust Fund subject to the terms and conditions of the Company, including as set forth under the Plan. The Trustee's responsibility shall be limited to holding and investing the assets of the Fund in its possession.
Media General, Inc.
Supplemental 401(k) Plan
Amended and Restated as of January 1, 2014
ARTICLE VII
PARTICIPANT ACCOUNTS
7.01 Accounts
The Administrator shall maintain on its books for each Participant a Supplemental Contribution Account and a Matching Contribution Account. The Trustee may establish and maintain such subaccounts as it deems necessary or desirable to fulfill the provisions of the Plan.
7.02 Adjustments of Accounts
The Administrator shall, as of each Valuation Date:
(a) First, with respect to each Participant, reduce the balance of his Supplemental Contribution Account (until exhausted) and then the balance of his Matching Contribution Account, by the aggregate amount of all withdrawals and distributions provided to the Participant (or his Beneficiary) since the preceding Valuation Date;
(b) Second, credit each Participant's Supplemental Contribution Account with the sum of the Supplemental Contributions made for his benefit for the period ending on such Valuation Date;
(c) Third, credit each Participant's Matching Contribution Account with the Matching Contributions made for his benefit for the period ending on such Valuation Date; and
(d) Fourth, adjust the respective balances of each Participant's Supplemental Contribution Account and Matching Contribution Account, to reflect the hypothetical earnings, losses and current fair market value allocable to such accounts, whether by reference to any Trust established by the Company for its convenience or otherwise.
In adjusting each unfunded account under subsection (d) above to track the current value of assets in a Trust Fund, the Administrator will allocate to each account (in proportion to the balances therein immediately prior to such adjustment) an amount equal to the gain and loss (realized and unrealized) on the assets of the Trust Fund, valued at fair market value (including any costs of operating the Trust). In the case of each Participant (including any former Participant or Beneficiary), the Plan shall continue to maintain the unfunded accounts described herein, and adjust such accounts in the manner set forth above, until such Participant's Accounts are distributed in their entirety.
Media General, Inc.
Supplemental 401(k) Plan
Amended and Restated as of January 1, 2014
ARTICLE VIII
DISTRIBUTION OF BENEFITS
8.01 Payment of Accounts
(a) Timing of Payments. Upon the Participant's Separation from Service, each Participant will be entitled to receive a distribution of his Supplemental Contribution Account and Matching Contribution Account. A Participant may elect, at the time he completes his Compensation Reduction Election for a Plan Year, to have such Plan Year’s Account paid or begin to be paid:
(i) on the first day of the month following the six-month anniversary of the Participant’s Separation from Service;
(ii) on the first day of the month following the first anniversary of the Participant’s Separation from Service; or
(iii) on the first day of the month following the second anniversary of the Participant’s Separation from Service.
In the event a Participant fails to make an election under this subsection, his Plan Year’s Account shall be paid or begin to be paid on the first day of the month following the six-month anniversary of the Participant’s Separation from Service.
(b) Form of Payment. A Participant may elect, at the time he completes his Compensation Reduction Election for a Plan Year to have such Plan Year’s Account paid in a lump sum or in annual installments of two to ten years. In the event a Participant fails to make an election under this subsection, his payment shall be made in a lump sum in cash.
(c) Deemed Payment Date. Payment made on a date or event specified in this Plan section or Plan section 8.02 shall be treated as made upon such date or event if it is made by the end of the calendar year in which such date or event occurs, or, if later, by the 15th day of the third month following such date or event.
(d) Change in the Time or Form of Payments. A Participant may change his or her election to a subsequent payout by submitting a new payment election form to the Administrator. Such election may not take effect until at least 12 months after the date on which the election is made, the election must be made at least 12 months before the payment is scheduled to be made, and the payment with respect to which such election is made must be deferred for a period not less than five years from the date the payment would otherwise be made or commence. The payment election form most recently accepted by the Administrator shall govern the payout of the benefits.
Media General, Inc.
Supplemental 401(k) Plan
Amended and Restated as of January 1, 2014
8.02 Payments to Beneficiary
If the Participant dies prior to receiving all Payments due him under the Plan, the Company (or the Trustee, at the direction of the Company) shall distribute all payments then due the Participant to the Participant's Beneficiary (at the time provided for in the Plan and in the amount that would have been provided to the Participant had he survived).
8.03 Beneficiary Designation
The Participant may from time to time, by signing a form approved by the Administrator, designate any legal or natural person or persons (who may be designated contingently or successively) to whom payments are to be made if the Participant dies before receiving payment of all amounts due hereunder. A beneficiary designation form will be effective only after the signed form is filed with the Administrator while the Participant is alive (and such designation will cancel, immediately upon filing, all beneficiary designations signed and filed previously). If the Participant fails to designate a Beneficiary as provided above, or if all designated Beneficiaries of the Participant die before the Participant or before complete payment of all amounts due hereunder, the Company shall pay any unpaid amounts to the Participant's estate.
8.04 Benefits Non-Assignable
Benefits payable to, or for the benefit of, a Participant or Beneficiary shall not be assignable and shall not be subject to the claims of creditors of such Participant or Beneficiary.
8.05 Claims Procedure
Any claim by a Participant or his Beneficiary for benefits shall be submitted to the Administrator. The Administrator shall be responsible for deciding whether such claim properly relates to benefits provided by the Plan and for providing a final decision with respect to such claim. In addition, the Administrator shall provide a full and fair review of the claim, in accordance with the procedures required by ERISA.
For all purposes under the Plan, the decision with respect to a claim (if no review is requested) or the decision with respect to a claim review (if review is requested) shall be final, binding and conclusive on all interested parties.
8.06 Anti-Acceleration
Notwithstanding anything in the Plan to the contrary, no change submitted on an election form shall be accepted by the Company if the change accelerates the time over which distributions shall be made to the Participant (except as other permitted under Code section 409A). The Company shall deny any change made to an election if the Company determines that the change violates the requirement under Code section 409A.
Media General, Inc.
Supplemental 401(k) Plan
Amended and Restated as of January 1, 2014
Notwithstanding the preceding, the Company, in its discretion, may accelerate distributions under the Plan in accordance with each of the payment events contained in Treasury Regulation section 1.409A-3(j)(4)(ii) through (xiv).
8.07 Special Election
A Participant may elect, prior to December 31, 2008, to have his Account paid in the time
and form described in Plan sections 8.01(a) and (b). Such election shall not apply to amounts otherwise payable in the year the election is made nor cause amounts to be paid in the year the election is made that would not otherwise be payable in that year. Subsequent changes to the time or form of payment of such cash amount shall be made only in accordance with Code Section 409A.
Media General, Inc.
Supplemental 401(k) Plan
Amended and Restated as of January 1, 2014
ARTICLE IX
AMENDMENT AND TERMINATION
9.01 Amendment
The Company reserves the right to amend, modify or terminate the Plan, in whole or in part, at any time or for any reason. Any such amendment, modification or termination of the Plan shall be made by a resolution adopted by the Board of Directors, provided, however, that any such amendment applicable to a Participant’s Account must satisfy Treasury Regulation section 1.409A-3(j)(4)(ix). Neither the termination of the Plan nor any amendment to the Plan, however, shall retroactively reduce any benefit payable to the Participant or Beneficiary (to the extent that such benefit was accrued and vested prior to the amendment, modification or termination).
9.02 Liability Upon Termination of the Plan
Upon completion of account distributions to all Participants (by the Company or any Trustee), the Plan will terminate, the Company and the Administrator will be relieved from all liability under the Plan, and no Participant or other person will have any further claims rights or other rights thereunder.
Media General, Inc.
Supplemental 401(k) Plan
Amended and Restated as of January 1, 2014
ARTICLE X
MISCELLANEOUS
10.01 Governing Law
This Plan shall be construed in accordance with applicable federal law and, to the extent otherwise applicable, the laws of the Commonwealth of Virginia.
10.02 Notices and Elections
All notices required to be given in writing and all elections required to be made in writing under any provision of the Plan shall be invalid unless made on such forms as may be provided or approved by the Administrator and, in the case of a notice or election by a Participant or Beneficiary, unless executed by the Participant or Beneficiary giving such notice or making such election. Notices and elections shall be deemed given or made when received by any member of the committee that serves as Administrator.
10.03 Binding Effect
The Plan shall be binding upon and inure to the benefit of the Company, its successors and assigns, and the Participant and his heirs, executors, administrators and legal representatives.
10.04 Severability
If any provision of the Plan should for any reason be declared invalid or unenforceable by a court of competent jurisdiction, the remaining provisions shall nevertheless remain in full force and effect.
10.05 Gender and Number
In the construction of the Plan, the masculine shall include the feminine or neuter and the singular shall include the plural and vice-versa in all cases where such meanings would be appropriate.
10.06 Titles and Captions
Titles and captions and headings herein have been inserted for convenience of reference only and are to be ignored in any construction of the provisions hereof.
10.07 Omnibus Provisions
(a) Any benefit, payment or other right provided by the Plan shall be provided or made in a manner, and at such time, in such form and subject to such election procedures (if any), as complies with the applicable requirements of Code section 409A to avoid a plan failure described in Code section 409A(a)(1), including without limitation, deferring payment until the occurrence of a specified payment event described in Code section 409A(a)(2). Notwithstanding any other provision hereof or document pertaining hereto, the Plan shall be so construed and interpreted to meet the applicable requirements of Code section 409A to avoid a plan failure described in Code section 409A(a)(1).
Media General, Inc.
Supplemental 401(k) Plan
Amended and Restated as of January 1, 2014
(b) It is specifically intended that all elections, consents and modifications thereto under the Plan will comply with the requirements of Code section 409A (including any transition or grandfather rules thereunder). The Company is authorized to adopt rules or regulations deemed necessary or appropriate in connection therewith to anticipate and/or comply the requirements of Code section 409A (including any transition or grandfather rules thereunder and to declare any election, consent or modification thereto void if non-compliant with Code section 409A.
21
Exhibit 31.1
CERTIFICATION PURSUANT TO RULE 13a-14(a) and RULE 15d-14(a)
OF THE SECURITIES EXCHANGE ACT AS ADOPTED PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, George L. Mahoney, certify that:
1. |
I have reviewed this quarterly report on Form 10-Q of Media General, Inc.; |
2. |
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
3. |
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
4. |
The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
a) |
designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared; |
b) |
designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
c) |
evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
d) |
disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting: and |
5. |
The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): |
a) |
all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and |
b) |
any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. |
Date: November 6, 2013 | ||
/s/ George L. Mahoney | ||
George L. Mahoney | ||
President and Chief Executive Officer |
Exhibit 31.2
CERTIFICATION PURSUANT TO RULE 13a-14(a) and RULE 15d-14(a)
OF THE SECURITIES EXCHANGE ACT AS ADOPTED PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, James F. Woodward, certify that:
1. |
I have reviewed this quarterly report on Form 10-Q of Media General, Inc.; |
2. |
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
3. |
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
4. |
The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
a) |
designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared; |
b) |
designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
c) |
evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
d) |
disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
5. |
The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): |
a) |
all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and |
b) |
any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. |
Date: November 6, 2013 | ||
/s/ James F. Woodward | ||
James F. Woodward |
||
Vice President - Finance and Chief Financial Officer |
Exhibit 32
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Media General, Inc. (the “Company”) on Form 10-Q for the quarterly period ended September 30, 2013, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), we, George L. Mahoney, Chief Executive Officer, and James F. Woodward, Chief Financial Officer, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
President and Chief Executive Officer
/s/ George L. Mahoney
George L. Mahoney
November 6, 2013
/s/ James F. Woodward | ||
James F. Woodward |
||
Vice President - Finance and Chief Financial Officer |
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