-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, V5OPmtvd7G8d0KS9K/Y7qp4j6Dck2OGVnyLFYmLF3yWI5k/81N7FhCVbT9rTPAgn SwQyDFS+UfLtmEFs3Bg56w== 0000950150-98-001245.txt : 19980723 0000950150-98-001245.hdr.sgml : 19980723 ACCESSION NUMBER: 0000950150-98-001245 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19980722 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19980722 SROS: NYSE SROS: PCX FILER: COMPANY DATA: COMPANY CONFORMED NAME: TIMES MIRROR CO /NEW/ CENTRAL INDEX KEY: 0000925260 STANDARD INDUSTRIAL CLASSIFICATION: NEWSPAPERS: PUBLISHING OR PUBLISHING & PRINTING [2711] IRS NUMBER: 944481525 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 001-13492 FILM NUMBER: 98669882 BUSINESS ADDRESS: STREET 1: TIMES MIRROR SQUARE STREET 2: 220 WEST FIRST STREET CITY: LOS ANGELES STATE: CA ZIP: 90053 BUSINESS PHONE: 2132373700 MAIL ADDRESS: STREET 1: TIMES MIRROR SQUARE STREET 2: 202 WEST 1ST ST CITY: LOS ANGELES STATE: CA ZIP: 90053 FORMER COMPANY: FORMER CONFORMED NAME: NEW TMC INC DATE OF NAME CHANGE: 19940613 8-K 1 FORM 8-K 1 ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 22, 1998 THE TIMES MIRROR COMPANY (Exact Name of Registrant as Specified in Charter) Delaware 1-13492 95-4481525 (State or Other Jurisdiction (Commission File Number) (I.R.S. Employer of Incorporation) Identification No.) Times Mirror Square 90053 Los Angeles, California (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code: (213) 237-3700 None (Former Name or Former Address, if Changed Since Last Report) ================================================================================ 2 ITEM 5. OTHER EVENTS In a press release dated July 22, 1998, The Times Mirror Company ("Times Mirror") announced its earnings for the second quarter of 1998. Attached as Exhibit 99 and incorporated herein by reference to this Form 8-K is a copy of the press release dated July 22, 1998 of Times Mirror. ITEM 7. EXHIBITS (c) Exhibit 99 Press release issued by The Times Mirror Company on July 22, 1998. 2 3 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 hereunto duly authorized. THE TIMES MIRROR COMPANY Date: July 22, 1998 By: /s/ STEVEN J. SCHOCH ------------------------------ STEVEN J. SCHOCH Vice President and Treasurer 3 EX-99 2 EXHIBIT 99 1 Times Mirror Reports Second Quarter Results LOS ANGELES, CALIFORNIA, July 22, 1998 -- Times Mirror announced today that net income before restructuring and one-time charges for the 1998 second quarter was $73.9 million, or 76 cents per share on a diluted basis, compared with $66.0 million, or 58 cents per share, in the prior year, an increase in earnings per share of 31 percent. "Our Eastern newspapers had an outstanding second quarter in 1998 and led the way for our Newspaper Publishing segment with advertising growth of 8.8 percent," said Mark H. Willes, Times Mirror chairman, president and chief executive officer, and publisher, Los Angeles Times. "Looking ahead to the second half, we will continue to invest aggressively to build advertising and circulation volume, particularly at the Los Angeles Times. We are also working hard at managing administrative and other expenses, and we continue to make good progress toward achieving our earnings goals for the year." Income from continuing operations before restructuring and one-time charges in the 1998 second quarter was $68.7 million, or 70 cents per share, compared with $60.5 million, or 53 cents per share. For the 1998 second quarter, Times Mirror's health sciences publisher, Mosby, Inc., and legal publisher, Matthew Bender/Shepard's, are included for the first time in discontinued operations. Discontinued operations reported income, net of taxes, of $5.2 million, or 6 cents per share, in the 1998 second quarter compared with $5.5 million, or 5 cents per share, in the prior year. The 1998 second-quarter results include pre-tax restructuring and one-time charges of $39.7 million ($24.7 million after applicable income taxes), or 27 cents per share. Giving effect to the restructuring and one-time charges and discontinued operations as well as preferred dividends, the company's earnings applicable to common 2 shareholders for the 1998 second quarter were $43.8 million, or 49 cents per share, compared with $57.7 million, or 58 cents per share, in the prior year. Revenues from continuing operations were $760.6 million in the 1998 second quarter compared with $719.1 million in the prior year. Discontinued Operations, Restructuring Program and Share Repurchases Earlier this year, Times Mirror announced that it had reached agreements to divest its legal publisher Matthew Bender & Company, its 50 percent ownership interest in legal citation provider Shepard's, and health sciences publisher Mosby, Inc. Second requests for information have been received from the Department of Justice in connection with the review of each transaction. The company expects these reviews and the divestitures of Matthew Bender, Shepard's and Mosby to be completed in the 1998 third quarter. While the company will continue to operate these businesses until the closing of the transactions, they are reported as discontinued operations in both years. In anticipation of the expected benefits from the divestitures, the company has begun a comprehensive review of its businesses, operating systems and other investments to determine economically attractive actions it can take to prepare for future growth. The 1998 second-quarter restructuring and one-time charges result from the first portion of this program, which will continue through the balance of the year. In aggregate, the company expects pre-tax charges in 1998 from this program to be between $225 million to $275 million, or $1.80 to $2.15 per share. The program is anticipated to produce an annual expense savings of approximately $25 million, beginning in 1999. In addition, the pace of share repurchase activity will be accelerated to result in the repurchase of approximately 7.0 million shares in 1998. The company has purchased 2.1 million shares through the 1998 second quarter. First-Half 1998 Results In the first half of 1998, net income before the second-quarter 1998 restructuring and one-time charges was 2 3 $119.2 million, or $1.20 per share, compared with $111.2 million, or 94 cents per share, in the first half of 1997. Income from continuing operations before restructuring and one-time charges in the first half of 1998 was $113.3 million, or $1.13 cents per share, compared with $102.8 million, or 85 cents per share, in the prior year. For the first half of 1998, discontinued operations reported income, net of taxes, of $5.8 million, or 6 cents per share, compared with $8.5 million, or 9 cents per share, in the first half of 1997. Revenues for the first half of 1998 were $1.48 billion, compared with $1.40 billion in the prior year. Giving effect to the 1998 second-quarter restructuring and one-time charges and discontinued operations as well as preferred dividends, the company's earnings applicable to common shareholders for the first half of 1998 were $83.6 million, or 92 cents per share, compared with $92.0 million, or 94 cents per share, in the prior year. Segment results described below exclude the impact of restructuring and one-time charges, except where noted. Newspaper Publishing For the 1998 second quarter, revenues for the Newspaper Publishing segment rose 7.9 percent to $585.7 million, compared with $543.0 million in the second quarter of 1997. Advertising revenues for the second quarter of 1998 increased by 8.3 percent to $454.8 million from last year's $419.9 million; advertising revenues rose 7.8 percent at the Los Angeles Times and 8.8 percent at the Eastern newspapers. Daily circulation volume gains continued in the 1998 second quarter for most of the company's newspapers, particularly at the Los Angeles Times. While ongoing pricing and promotional discount programs continued, circulation revenues in the quarter increased slightly to $109.6 million from $109.5 million in the prior year's quarter. Other revenues rose to $21.3 million from $13.5 million in 1997, primarily reflecting incremental revenues from an acquisition. The segment's 1998 second-quarter operating profit before restructuring and one-time charges was $120.1 million compared with $115.3 million in the previous year. 3 4 Newsprint expense in the quarter rose 22 percent, as average prices rose 12 percent and consumption increased 9 percent. For the first half of 1998, Newspaper Publishing revenues were $1.13 billion compared with $1.05 billion in the first half of 1997. First half 1998 operating profit before restructuring and one-time charges was $210.3 million, compared with $210.6 million in the prior year. Including restructuring charges of $34.9 million, Newspaper Publishing operating profit was $85.3 million in the 1998 second quarter. Professional Information The Professional Information segment's 1998 second-quarter results reflect the pending disposition of Matthew Bender/Shepard's and Mosby which are being reported as discontinued operations. Revenues from continuing operations for the 1998 second quarter were $110.0 million, compared with $104.6 million in the prior year. The segment's 1998 second-quarter operating profit before restructuring and one-time charges was $17.1 million compared with $14.7 million in the prior year. For the first half of 1998, Professional Information revenues from continuing operations were $215.8 million compared with $201.9 million in the prior year. For the first half of 1998, operating profit before restructuring and one-time charges was $34.0 million, compared with $26.8 million in the prior year. Including restructuring and one-time charges of $4.8 million, Professional Information's operating profit was $12.2 million in the 1998 second quarter. Magazine Publishing The Magazine Publishing segment reported 1998 second-quarter revenues of $59.6 million, compared with $59.5 million in the prior year. The segment's 1998 second-quarter operating profit fell to $2.0 million compared to $5.3 million in the prior year's second quarter, due largely to ongoing investment in the relaunch of The Sporting News and expenses related to new acquisitions. 4 5 For the first half of 1998, Magazine Publishing revenues were $125.3 million compared with $117.4 million in the first half of 1997. First-half of 1998 operating profit was $1.7 million, compared with $7.9 million in the prior year. Corporate and Other The Corporate and Other segment reported a 1998 second-quarter operating loss of $16.1 million compared with $24.2 million last year. Times Mirror (TMC--New York and Pacific Stock exchanges), a Los Angeles-based news and information company, publishes the Los Angeles Times, Newsday, The Baltimore Sun, The Hartford Courant, The Morning Call, The (Stamford) Advocate and Greenwich Time; a wide array of professional information for the legal, health improvement, aviation and training markets, and consumer magazines. Times Mirror newspapers have won a total of 58 Pulitzer Prizes, among the highest of any news and information company in the country. ### Press Information Investor Information Martha H. Goldstein Jean M. Jarvis (213) 237-3727 (213) 237-3955 - -------------------------------------------------------------------------------- This press release contains certain forward-looking statements that are subject to risk and uncertainty. There can be no assurance that these future results will be achieved. Readers are cautioned to refer to the Company's Annual Report on Form 10-k for the year ended December 31, 1997 filed with the Securities and Exchange Commission for a description of factors which could affect the Company's performance. 5 6 THE TIMES MIRROR COMPANY SUMMARY OF RESULTS (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS AND PERCENTAGES)
Second Quarter Ended June 30, --------------------------- 1998 1997 % Change ----------- ----------- ----------- REVENUES $760,574 $719,106 5.8 Operating expenses 637,568 607,999 4.9 Restructuring and one-time charges 39,697 100.0 -------- -------- OPERATING PROFIT 83,309 111,107 (25.0) Interest expense, net (16,555) (7,672) 100.0+ Other, net 7,822 1,088 100.0+ -------- -------- Income from continuing operations before income tax provision 74,576 104,523 (28.7) Income tax provision 30,561 44,050 (30.6) -------- -------- Income from continuing operations 44,015 60,473 (27.2) Income from discontinued operations, net of income taxes (a) 5,186 5,513 (5.9) -------- -------- NET INCOME 49,201 65,986 (25.4) Preferred dividend requirements 5,424 8,266 (34.4) -------- -------- EARNINGS APPLICABLE TO COMMON SHAREHOLDERS $ 43,777 $ 57,720 (24.2) ======== ======== BASIC EARNINGS PER COMMON SHARE: Continuing operations (b) $ 0.44 $ 0.54 (18.5) Discontinued operations (a) 0.06 0.06 - -------- -------- BASIC EARNINGS PER SHARE $ 0.50 $ 0.60 (16.7) ======== ======== DILUTED EARNINGS PER COMMON SHARE: Continuing operations (b) $ 0.43 $ 0.53 (18.9) Discontinued operations (a) 0.06 0.05 20.0 -------- -------- DILUTED EARNINGS PER SHARE $ 0.49 $ 0.58 (15.5) ======== ======== Weighted average shares: Basic 87,844 96,469 (8.9) ======== ======== Diluted 90,277 101,447 (11.0) ======== ========
- ---------- (a) Results for discontinued operations include Matthew Bender & Company, Incorporated, a publisher of legal information; Mosby, Inc., a publisher of health science information; Shepard's joint venture, a primary legal citation service, and the consolidation of certain activities with Classified Ventures. Prior year financial statements have been restated to conform to the 1998 presentation. (b) A comparison of 1998 earnings per share from continuing operations, excluding restructuring and one-time charges, is as follows:
Basic Diluted ----- ------- Earnings per share from continuing operations $0.44 $0.43 Add: Restructuring and one-time charges 0.28 0.27 ----- ----- Earnings per share from continuing operations excluding restructuring and one-time charges $0.72 $0.70 ===== =====
7 THE TIMES MIRROR COMPANY SUMMARY OF RESULTS (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS AND PERCENTAGES)
Year To Date Ended June 30, ------------------------- 1998 1997 % Change ----------- ---------- --------- REVENUES $1,478,226 $1,399,445 5.6 Operating expenses 1,267,863 1,206,199 5.1 Restructuring and one-time charges 39,697 100.0 ---------- ---------- OPERATING PROFIT 170,666 193,246 (11.7) Interest expense, net (26,980) (14,558) 85.3 Other, net 7,333 274 100.0+ ---------- ---------- Income from continuing operations before income tax provision 151,019 178,962 (15.6) Income tax provision 62,375 76,201 (18.1) ---------- ---------- Income from continuing operations 88,644 102,761 (13.7) Income from discontinued operations, net of income taxes (a) 5,818 8,458 (31.2) ---------- ---------- NET INCOME 94,462 111,219 (15.1) Preferred dividend requirements 10,848 19,177 (43.4) ---------- ---------- EARNINGS APPLICABLE TO COMMON SHAREHOLDERS $ 83,614 $ 92,042 (9.2) ========== ========== BASIC EARNINGS PER COMMON SHARE: Continuing operations (b) $ 0.88 $ 0.88 -- Discontinued operations (a) 0.07 0.09 (22.2) ---------- ---------- BASIC EARNINGS PER SHARE $ 0.95 $ 0.97 (2.1) ========== ========== DILUTED EARNINGS PER COMMON SHARE: Continuing operations (b) $ 0.86 $ 0.85 1.2 Discontinued operations (a) 0.06 0.09 (33.3) ---------- ---------- DILUTED EARNINGS PER SHARE $ 0.92 $ 0.94 (2.1) ---------- ---------- Weighted average shares: Basic 88,088 95,213 (7.5) ---------- ---------- Diluted 90,507 97,637 (7.3) ---------- ----------
(a) Results for discontinued operations include Matthew Bender & Company, Incorporated, a publisher of legal information; Mosby, Inc., a publisher of health science information; Shepard's joint venture, a primary legal citation service; the consolidation of certain activities with Classified Ventures, and, in 1997, CRC Press, Inc., a publisher of scientific and technical information. Prior year financial statements have been restated to conform to the 1998 presentation. (b) A comparison of 1998 earnings per share from continuing operations, excluding restructuring and one-time charges, is as follows:
Basic Diluted ----- ------- Earnings per share from continuing operations $0.88 $0.86 Add: Restructuring and one-time charges 0.28 0.27 ----- ----- Earnings per share from continuing operations excluding restructuring and one-time charges $1.16 $1.13 ====== =====
8 THE TIMES MIRROR COMPANY BUSINESS SEGMENTS (IN THOUSANDS)
Pro Forma (a) Second Quarter Ended Second Quarter Ended June 30, June 30, ------------------------------ -------------------------------- 1998 1997 1998 1997 ------------- -------------- -------------- -------------- NEWSPAPER PUBLISHING Revenues $585,731 $542,958 $585,731 $542,958 Operating Profit 85,259 115,295 120,109 115,295 PROFESSIONAL INFORMATION Revenues $110,049 $104,581 $110,049 $104,581 Operating Profit 12,204 14,699 17,051 14,699 MAGAZINE PUBLISHING Revenues $ 59,623 $ 59,511 $ 59,623 $ 59,511 Operating Profit 1,953 5,268 1,953 5,268 CORPORATE AND OTHER Revenues $ 4,966 $ 12,179 $ 4,966 $ 12,179 Operating Loss (16,107) (24,155) (16,107) (24,155) CONTINUING OPERATIONS Revenues $760,574 $719,106 $760,574 $719,106 Operating Profit 83,309 111,107 123,006 111,107
- ------------------------------------- (a) Excludes restructuring and one-time charges in 1998 as follows: Newspaper Publishing $34,850 Professional Information 4,847 ------- $39,697 ======= 9 THE TIMES MIRROR COMPANY BUSINESS SEGMENTS (IN THOUSANDS)
Pro Forma (a) Year To Date Ended Year To Date Ended June 30, June 30, ----------------------------------- ------------------------------------- 1998 1997 1998 1997 ---------------- ---------------- ----------------- ----------------- NEWSPAPER PUBLISHING Revenues $1,128,652 $1,054,470 $1,128,652 $1,054,470 Operating Profit 175,413 210,559 210,263 210,559 PROFESSIONAL INFORMATION Revenues $ 215,783 $ 201,941 $ 215,783 $ 201,941 Operating Profit 29,162 26,825 34,009 26,825 MAGAZINE PUBLISHING Revenues $ 125,268 $ 117,387 $ 125,268 $ 117,387 Operating Profit 1,730 7,859 1,730 7,859 CORPORATE AND OTHER Revenues $ 8,689 $ 26,014 $ 8,689 $ 26,014 Operating Loss (35,639) (51,997) (35,639) (51,997) CONTINUING OPERATIONS Revenues $1,478,226 $1,399,445 $1,478,226 $1,399,445 Operating Profit 170,666 193,246 210,363 193,246 - -------------------------------- (a) Excludes restructuring and one-time charges in 1998 as follows: Newspaper Publishing $34,850 Professional Information 4,847 ------- $39,697 =======
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