EXHIBIT 99.1
The E.W. Scripps Company
Unaudited Pro Forma Condensed Consolidated Financial Information
The accompanying unaudited pro forma condensed consolidated financial information has been prepared to reflect the July 1, 2008 (the “Distribution Date”) distribution by The E.W. Scripps Company (the “Company”) of all the shares of Scripps Networks Interactive, Inc. (“SNI”) to the Company’s shareholders (the “SNI Spin-Off”). On the Distribution Date, the Company distributed one Class A Common Share of SNI for each Class A Common Share of the Company and one Common Voting Share of SNI for each Common Voting Share of the Company held on June 16, 2008, the record date of the SNI Spin-Off. The Company has received a ruling from the Internal Revenue Service that, based on customary representations and qualifications, the distribution will be tax-free to the Company’s shareholders for U.S. federal income tax purposes. SNI Class A common shares are listed on the New York Stock Exchange under the ticker symbol “SNI”.
The unaudited pro forma condensed consolidated balance sheet as of March 31, 2008 and the unaudited pro forma condensed consolidated statements of income for the three months ended March 31, 2008 and for the years ended December 31, 2007, 2006 and 2005 have been derived from our historical financial statements and adjusted to give effect to the following transactions, all of which were consummated in connection with the SNI Spin-Off (which will be accounted for as discontinued operations in the third quarter 2008 in accordance with Statement of Financial Accounting Standards No. 144 —Accounting for the Impairment or Disposal of Long-Lived Assets):
| – | | The receipt of special cash dividend from SNI of approximately $430 million; |
|
| – | | The repayment of our corporate debt and accrued interest; |
|
| – | | The initial borrowing under our $200 million credit facility; |
|
| – | | The distribution of all of the common shares of SNI to our common shareholders; |
The unaudited pro forma condensed consolidated statements of income for the years ended December 31, 2007, 2006 and 2005 and for the three months ended March 31, 2008 give effect to the SNI Spin-Off as if the distribution and related transactions occurred on January 1, 2005. The unaudited pro forma condensed consolidated balance sheet as of March 31, 2008 gives effect to the SNI Spin-Off as if the distribution and related transactions occurred on March 31, 2008. The unaudited pro forma condensed consolidated financial statements are subject to the assumptions and adjustments set forth in the accompanying notes. Management believes that the assumptions used and the adjustments made are reasonable under the circumstances and given the information available.
The unaudited pro forma condensed consolidated financial information is for illustrative and informational purposes only and is not intended to represent, or be indicative of, what the Company’s results of operations or financial position would have been had the SNI Spin-Off occurred on the dates indicated. The unaudited pro forma condensed consolidated financial information also should not be considered representative of the Company’s future financial position or results of operations.
The unaudited pro forma condensed consolidated financial information should be read in conjunction with the:
| • | | Accompanying notes to the unaudited pro forma condensed consolidated financial information; |
|
| • | | The Company’s Annual Report on Form 10-K for the year ended December 31, 2007; |
|
| • | | The Company’s Quarterly Report on Form 10-Q for the three months ended March 31, 2008; |
|
| • | | SNI’s Registration Statement on Form 10 initially filed with the Securities Exchange Commission on March 26, 2008, as amended by Amendment No. 1 filed on May 8, 2008, Amendment No. 2 filed on June 3, 2008, Amendment No. 3 filed on June 6, 2008 and Amendment No. 4 filed on June 11, 2008. |
The E.W. Scripps Company
Unaudited Pro Forma Condensed Consolidated Balance Sheet
As of March 31, 2008
| | | | | | | | | | | | | | | | |
| | | | | | SNI Spin-off | | Pro Forma | | E. W. Scripps |
(In thousands) | | Historical (*) | | (a) | | Adjustments | | Pro Forma |
|
ASSETS | | | | | | | | | | | | | | | | |
Current assets: | | | | | | | | | | | | | | | | |
Cash and cash equivalents | | $ | 57,424 | | | $ | (44,173 | ) | | $ | 11,739 | (b) | | $ | 24,990 | |
Short-term investments | | | 34,459 | | | | — | | | | | | | | 34,459 | |
Accounts and notes receivables, net | | | 550,110 | | | | (375,016 | ) | | | | | | | 175,094 | |
Program and program licenses | | | 225,514 | | | | (223,240 | ) | | | | | | | 2,274 | |
Deferred income taxes | | | 19,024 | | | | 8,895 | | | | | | | | 27,919 | |
Assets of discontinued operations | | | 173 | | | | — | | | | | | | | 173 | |
Miscellaneous | | | 56,315 | | | | (15,918 | ) | | | | | | | 40,397 | |
|
Total current assets | | | 943,019 | | | | (649,452 | ) | | | 11,739 | | | | 305,306 | |
|
|
Investments | | | 220,259 | | | | (39,376 | ) | | | | | | | 180,883 | |
|
Property, plant & equipment, net | | | 570,636 | | | | (176,195 | ) | | | | | | | 394,441 | |
|
Goodwill and other intangible assets: | | | | | | | | | | | | | | | | |
Goodwill | | | 1,659,519 | | | | (665,187 | ) | | | | | | | 994,332 | |
Other intangible assets, net | | | 181,936 | | | | (123,895 | ) | | | | | | | 58,041 | |
|
Total goodwill and other intangible assets | | | 1,841,455 | | | | (789,082 | ) | | | — | | | | 1,052,373 | |
|
Other assets: | | | | | | | | | | | | | | | | |
Program and program licenses (less current) | | | 265,063 | | | | (261,446 | ) | | | | | | | 3,617 | |
Unamortized network distribution incentives | | | 127,741 | | | | (127,741 | ) | | | | | | | — | |
Prepaid pension | | | 9,051 | | | | — | | | | | | | | 9,051 | |
Miscellaneous | | | 28,367 | | | | (10,205 | ) | | | (1,419 | )(c) | | | 16,743 | |
|
Total other assets | | | 430,222 | | | | (399,392 | ) | | | (1,419 | ) | | | 29,411 | |
|
TOTAL ASSETS | | $ | 4,005,591 | | | $ | (2,053,497 | ) | | $ | 10,320 | | | $ | 1,962,414 | |
|
| | | | | | | | | | | | | | | | |
LIABILITIES AND SHAREHOLDERS’ EQUITY | | | | | | | | | | | | | | | | |
Current liabilities: | | | | | | | | | | | | | | | | |
Accounts payable | | $ | 85,430 | | | $ | (31,860 | ) | | $ | | | | $ | 53,570 | |
Customer deposits and unearned revenue | | | 54,376 | | | | (11,373 | ) | | | | | | | 43,003 | |
Accrued liabilities: | | | | | | | | | | | | | | | | |
Employee compensation and benefits | | | 52,225 | | | | (14,365 | ) | | | | | | | 37,860 | |
Accrued income taxes | | | 32,343 | | | | (1,000 | ) | | | | | | | 31,343 | |
Network distribution incentives | | | 4,899 | | | | (4,899 | ) | | | | | | | — | |
Accrued interest | | | 4,581 | | | | — | | | | (4,581 | )(d) | | | — | |
Accrued marketing and advertising costs | | | 21,470 | | | | (21,181 | ) | | | | | | | 289 | |
Miscellaneous | | | 58,667 | | | | (25,738 | ) | | | | | | | 32,929 | |
Other current liabilities | | | 32,098 | | | | (2,689 | ) | | | | | | | 29,411 | |
Liabilities of discontinued operations | | | 147 | | | | — | | | | | | | | 147 | |
|
Total current liabilities | | | 346,236 | | | | (113,105 | ) | | | (4,581 | ) | | | 228,552 | |
|
| | | | | | | | | | | | | | | | |
Deferred income taxes | | | 362,015 | | | | (112,458 | ) | | | (511 | )(f) | | | 249,046 | |
|
Long-term debt | | | 473,680 | | | | — | | | | (413,680 | )(e) | | | 60,000 | |
|
Other liabilities (less current portion) | | | 205,835 | | | | (99,499 | ) | | | | | | | 106,336 | |
|
TOTAL LIABILITIES | | | 1,387,766 | | | | (325,062 | ) | | | (418,772 | ) | | | 643,934 | |
| | | | | | | | | | | | | | | | |
Minority interests | | | 108,032 | | | | (104,582 | ) | | | | | | | 3,450 | |
|
| | | | | | | | | | | | | | | | |
Shareholders’ equity | | | 2,509,793 | | | | (1,623,853 | ) | | | 429,092 | (f) | | | 1,315,032 | |
|
| | | | | | | | | | | | | | | | |
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY | | $ | 4,005,591 | | | $ | (2,053,497 | ) | | $ | 10,320 | | | $ | 1,962,414 | |
|
| | |
|
(*) | | Includes Cincinnati Post and Kentucky Post assets and liabilities classified as assets held for sale. |
See notes to unaudited Pro Forma condensed consolidated financial statements.
The E.W. Scripps Company
Unaudited Pro Forma Condensed Consolidated Statement of Income
For the Three Months Ended March 31, 2008
| | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | E. W. |
| | | | | | SNI Spin-off | | Pro Forma | | Scripps |
(In thousands, except per share data) | | Historical (*) | | (b) | | Adjustments | | Pro Forma |
|
Operating Revenues: | | | | | | | | | | | | | | | | |
Advertising | | $ | 430,559 | | | $ | (236,154 | ) | | $ | | | | $ | 194,405 | |
Referral fees | | | 76,530 | | | | (76,530 | ) | | | | | | | — | |
Network affiliate fees, net | | | 67,430 | | | | (67,430 | ) | | | | | | | — | |
Circulation | | | 30,514 | | | | — | | | | | | | | 30,514 | |
Licensing | | | 18,606 | | | | (1,057 | ) | | | | | | | 17,549 | |
Other | | | 18,835 | | | | (7,187 | ) | | | | | | | 11,648 | |
|
Total operating revenues | | | 642,474 | | | | (388,358 | ) | | | — | | | | 254,116 | |
|
Costs and Expenses: | | | | | | | | | | | | | | | | |
Employee compensation and benefits | | | 185,678 | | | | (58,610 | ) | | | | | | | 127,068 | |
Production and distribution | | | 70,858 | | | | (14,099 | ) | | | | | | | 56,759 | |
Programs and program licenses | | | 76,555 | | | | (64,997 | ) | | | | | | | 11,558 | |
Marketing and advertising | | | 59,261 | | | | (55,690 | ) | | | | | | | 3,571 | |
Other costs and expenses | | | 70,610 | | | | (36,994 | ) | | | | | | | 33,616 | |
|
Total costs and expenses | | | 462,962 | | | | (230,390 | ) | | | — | | | | 232,572 | |
|
Depreciation, Amortization, and (Gains) Losses: | | | | | | | | | | | | | | | | |
Depreciation | | | 22,463 | | | | (12,177 | ) | | | | | | | 10,286 | |
Amortization of intangible assets | | | 6,299 | | | | (5,499 | ) | | | | | | | 800 | |
Losses (gains) on disposal of property, plant and equipment | | | 867 | | | | (764 | ) | | | | | | | 103 | |
|
Net depreciation, amortization, and (gains) losses | | | 29,629 | | | | (18,440 | ) | | | — | | | | 11,189 | |
|
Operating income | | | 149,883 | | | | (139,528 | ) | | | — | | | | 10,355 | |
Interest expense | | | (5,832 | ) | | | (269 | ) | | | 5,479 | (c) | | | (622 | ) |
Equity in earnings of JOAs and other joint ventures | | | 12,189 | | | | (3,676 | ) | | | | | | | 8,513 | |
Miscellaneous, net | | | 761 | | | | 138 | | | | | | | | 899 | |
|
| | | | | | | | | | | | | | | | |
Income from continuing operations before income taxes and minority interests | | | 157,001 | | | | (143,335 | ) | | | 5,479 | | | | 19,145 | |
Provision for income taxes | | | 50,874 | | | | (46,523 | ) | | | 1,972 | (d) | | | 6,323 | |
|
Income (loss) from continuing operations before minority interests | | | 106,127 | | | | (96,812 | ) | | | 3,507 | | | | 12,822 | |
Minority interests | | | 22,293 | | | | (22,267 | ) | | | | | | | 26 | |
|
Income (loss) from continuing operations | | $ | 83,834 | | | $ | (74,545 | ) | | $ | 3,507 | | | $ | 12,796 | |
|
| | | | | | | | | | | | | | | | |
Income from continuing operations per share of common stock: | | | | | | | | | | | | | | | | |
Basic | | $ | 0.52 | | | | | | | | | | | $ | 0.08 | |
Diluted | | $ | 0.51 | | | | | | | | | | | $ | 0.08 | |
|
| | | | | | | | | | | | | | | | |
Weighted average shares outstanding: | | | | | | | | | | | | | | | | |
Basic | | | 162,653 | | | | | | | | | | | | 162,653 | |
Diluted | | | 163,659 | | | | | | | | | | | | 163,659 | |
|
| | |
|
(*) | | Includes Cincinnati Post and Kentucky Post as discontinued operations. |
See notes to unaudited Pro Forma condensed consolidated financial statements.
The E.W. Scripps Company
Unaudited Pro Forma Condensed Consolidated Statement of Income
For the Year Ended December 31, 2007
| | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | Cincinnati | | | | | | | | | | | | | |
| | | | | | JOA | | | | | | | | | | | | | |
| | | | | | Adjustments | | | Historical | | | SNI Spin-off | | | Pro Forma | | | E. W. Scripps | |
(In thousands, except per share data) | | Historical | | | (a) | | | (Restated) | | | (b) | | | Adjustments | | | Pro Forma | |
|
Operating Revenues: | | | | | | | | | | | | | | | | | | | | | | | | |
Advertising | | $ | 1,770,180 | | | $ | | | | $ | 1,770,180 | | | $ | (928,758 | ) | | $ | | | | $ | 841,422 | |
Referral fees | | | 254,460 | | | | | | | | 254,460 | | | | (254,343 | ) | | | | | | | 117 | |
Network affiliate fees, net | | | 235,248 | | | | | | | | 235,248 | | | | (235,248 | ) | | | | | | | — | |
Circulation | | | 118,696 | | | | | | | | 118,696 | | | | — | | | | | | | | 118,696 | |
Licensing | | | 72,626 | | | | | | | | 72,626 | | | | (724 | ) | | | | | | | 71,902 | |
Other | | | 65,930 | | | | (5 | ) | | | 65,925 | | | | (22,192 | ) | | | | | | | 43,733 | |
|
Total operating revenues | | | 2,517,140 | | | | (5 | ) | | | 2,517,135 | | | | (1,441,265 | ) | | | — | | | | 1,075,870 | |
|
Costs and Expenses: | | | | | | | | | | | | | | | | | | | | | | | — | |
Employee compensation and benefits | | | 705,775 | | | | (4,770 | ) | | | 701,005 | | | | (216,941 | ) | | | | | | | 484,064 | |
Production and distribution | | | 282,663 | | | | (677 | ) | | | 281,986 | | | | (54,425 | ) | | | | | | | 227,561 | |
Programs and program licenses | | | 286,574 | | | | | | | | 286,574 | | | | (239,343 | ) | | | | | | | 47,231 | |
Marketing and advertising | | | 202,580 | | | | (33 | ) | | | 202,547 | | | | (186,533 | ) | | | | | | | 16,014 | |
Other costs and expenses | | | 286,236 | | | | (704 | ) | | | 285,532 | | | | (124,649 | ) | | | | | | | 160,883 | |
|
Total costs and expenses | | | 1,763,828 | | | | (6,184 | ) | | | 1,757,644 | | | | (821,891 | ) | | | — | | | | 935,753 | |
|
Depreciation, Amortization, and (Gains) Losses: | | | | | | | | | | | | | | | | | | | | | | | — | |
Depreciation | | | 83,014 | | | | (12 | ) | | | 83,002 | | | | (41,387 | ) | | | | | | | 41,615 | |
Amortization of intangible assets | | | 48,536 | | | | | | | | 48,536 | | | | (45,446 | ) | | | | | | | 3,090 | |
Write-down of uSwitch goodwill and intangible assets | | | 411,006 | | | | | | | | 411,006 | | | | (411,006 | ) | | | | | | | — | |
Losses (Gains) on disposal of property, plant and equipment | | | 632 | | | | | | | | 632 | | | | (656 | ) | | | | | | | (24 | ) |
|
Net depreciation, amortization, and (gains) losses | | | 543,188 | | | | (12 | ) | | | 543,176 | | | | (498,495 | ) | | | — | | | | 44,681 | |
|
Operating income | | | 210,124 | | | | 6,191 | | | | 216,315 | | | | (120,879 | ) | | | — | | | | 95,436 | |
Interest expense | | | (37,982 | ) | | | | | | | (37,982 | ) | | | 860 | | | | 33,014 | (c) | | | (4,108 | ) |
Equity in earnings of JOAs and other joint ventures | | | 63,221 | | | | (17,930 | ) | | | 45,291 | | | | (17,603 | ) | | | | | | | 27,688 | |
Miscellaneous, net | | | 19,284 | | | | 10 | | | | 19,294 | | | | (2,136 | ) | | | | | | | 17,158 | |
|
Income from continuing operations before income taxes and minority interests | | | 254,647 | | | | (11,729 | ) | | | 242,918 | | | | (139,758 | ) | | | 33,014 | | | | 136,174 | |
Provision for income taxes | | | 177,265 | | | | (4,248 | ) | | | 173,017 | | | | (139,088 | ) | | | 11,885 | (d) | | | 45,814 | |
|
Income (loss) from continuing operations before minority interests | | | 77,382 | | | | (7,481 | ) | | | 69,901 | | | | (670 | ) | | | 21,129 | | | | 90,360 | |
Minority interests | | | 82,981 | | | | | | | | 82,981 | | | | (82,534 | ) | | | | | | | 447 | |
|
Income (loss) from continuing operations | | $ | (5,599 | ) | | $ | (7,481 | ) | | $ | (13,080 | ) | | $ | 81,864 | | | $ | 21,129 | | | $ | 89,913 | |
|
| | | | | | | | | | | | | | | | | | | | | | | | |
Income (loss) from continuing operations per share of common stock: | | | | | | | | | | | | | | | | | | | | | | | | |
Basic | | $ | (0.03 | ) | | | | | | $ | (0.08 | ) | | | | | | | | | | $ | 0.55 | |
Diluted | | $ | (0.03 | ) | | | | | | $ | (0.08 | ) | | | | | | | | | | $ | 0.55 | |
|
| | | | | | | | | | | | | | | | | | | | | | | | |
Weighted average shares outstanding: | | | | | | | | | | | | | | | | | | | | | | | | |
Basic | | | 163,014 | | | | | | | | 163,014 | | | | | | | | | | | | 163,014 | |
Diluted | | | 163,014 | | | | | | | | 163,014 | | | | | | | | | | | | 164,267 | |
|
See notes to unaudited Pro Forma condensed consolidated financial statements.
The E.W. Scripps Company
Unaudited Pro Forma Condensed Consolidated Statement of Income
For the Year Ended December 31, 2006
| | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | Cincinnati | | | | | | | | | | | | | |
| | | | | | JOA | | | | | | | | | | | | | |
| | | | | | Adjustments | | | Historical | | | SNI Spin-off | | | Pro Forma | | | E. W. Scripps | |
(In thousands, except per share data) | | Historical | | | (a) | | | (Restated) | | | (b) | | | Adjustments | | | Pro Forma | |
|
Operating Revenues: | | | | | | | | | | | | | | | | | | | | | | | | |
Advertising | | $ | 1,771,916 | | | $ | | | | $ | 1,771,916 | | | $ | (835,848 | ) | | $ | | | | $ | 936,068 | |
Referral fees | | | 269,403 | | | | | | | | 269,403 | | | | (269,377 | ) | | | | | | | 26 | |
Network affiliate fees, net | | | 194,662 | | | | | | | | 194,662 | | | | (194,662 | ) | | | | | | | — | |
Circulation | | | 122,961 | | | | | | | | 122,961 | | | | — | | | | | | | | 122,961 | |
Licensing | | | 75,137 | | | | | | | | 75,137 | | | | (394 | ) | | | | | | | 74,743 | |
Other | | | 63,998 | | | | | | | | 63,998 | | | | (23,188 | ) | | | | | | | 40,810 | |
|
Total operating revenues | | | 2,498,077 | | | | — | | | | 2,498,077 | | | | (1,323,469 | ) | | | — | | | | 1,174,608 | |
|
Costs and Expenses: | | | | | | | | | | | | | | | | | | | | | | | | |
Employee compensation and benefits | | | 666,284 | | | | (5,306 | ) | | | 660,978 | | | | (181,205 | ) | | | | | | | 479,773 | |
Production and distribution | | | 297,636 | | | | (683 | ) | | | 296,953 | | | | (54,241 | ) | | | | | | | 242,712 | |
Programs and program licenses | | | 243,235 | | | | | | | | 243,235 | | | | (196,052 | ) | | | | | | | 47,183 | |
Marketing and advertising | | | 226,044 | | | | (39 | ) | | | 226,005 | | | | (210,746 | ) | | | | | | | 15,259 | |
Other costs and expenses | | | 267,860 | | | | (698 | ) | | | 267,162 | | | | (111,149 | ) | | | | | | | 156,013 | |
|
Total costs and expenses | | | 1,701,059 | | | | (6,726 | ) | | | 1,694,333 | | | | (753,393 | ) | | | — | | | | 940,940 | |
|
Depreciation, Amortization, and (Gains) Losses: | | | | | | | | | | | | | | | | | | | | | | | | |
Depreciation | | | 70,818 | | | | (14 | ) | | | 70,804 | | | | (29,156 | ) | | | | | | | 41,648 | |
Amortization of intangible assets | | | 44,281 | | | | | | | | 44,281 | | | | (41,685 | ) | | | | | | | 2,596 | |
Losses (Gains) on disposal of property, plant and equipment | | | 1,124 | | | | | | | | 1,124 | | | | (539 | ) | | | | | | | 585 | |
Gain on formation of Colorado newspaper partnership | | | (3,535 | ) | | | | | | | (3,535 | ) | | | — | | | | | | | | (3,535 | ) |
Hurricane recoveries, net | | | (1,900 | ) | | | | | | | (1,900 | ) | | | — | | | | | | | | (1,900 | ) |
|
Net depreciation, amortization, and (gains) losses | | | 110,788 | | | | (14 | ) | | | 110,774 | | | | (71,380 | ) | | | — | | | | 39,394 | |
|
Operating income | | | 686,230 | | | | 6,740 | | | | 692,970 | | | | (498,696 | ) | | | — | | | | 194,274 | |
Interest expense | | | (55,965 | ) | | | | | | | (55,965 | ) | | | 1,404 | | | | 49,589 | (c) | | | (4,972 | ) |
Equity in earnings of JOAs and other joint ventures | | | 55,196 | | | | (20,751 | ) | | | 34,445 | | | | (13,378 | ) | | | | | | | 21,067 | |
Miscellaneous, net | | | 4,743 | | | | 9 | | | | 4,752 | | | | (256 | ) | | | | | | | 4,496 | |
|
Income from continuing operations before income taxes and minority interests | | | 690,204 | | | | (14,002 | ) | | | 676,202 | | | | (510,926 | ) | | | 49,589 | | | | 214,865 | |
Provision for income taxes | | | 219,261 | | | | (5,084 | ) | | | 214,177 | | | | (137,737 | ) | | | 17,852 | (d) | | | 94,292 | |
|
Income (loss) from continuing operations before minority interests | | | 470,943 | | | | (8,918 | ) | | | 462,025 | | | | (373,189 | ) | | | 31,737 | | | | 120,573 | |
Minority interests | | | 73,766 | | | | | | | | 73,766 | | | | (72,796 | ) | | | | | | | 970 | |
|
Income (loss) from continuing operations | | $ | 397,177 | | | $ | (8,918 | ) | | $ | 388,259 | | | $ | (300,393 | ) | | $ | 31,737 | | | $ | 119,603 | |
|
|
Income from continuing operations per share of common stock: | | | | | | | | | | | | | | | | | | | | | | | | |
Basic | | $ | 2.43 | | | | | | | $ | 2.38 | | | | | | | | | | | $ | 0.73 | |
Diluted | | $ | 2.41 | | | | | | | $ | 2.36 | | | | | | | | | | | $ | 0.73 | |
|
|
Weighted average shares outstanding: | | | | | | | | | | | | | | | | | | | | | | | | |
Basic | | | 163,223 | | | | | | | | 163,223 | | | | | | | | | | | | 163,223 | |
Diluted | | | 164,849 | | | | | | | | 164,849 | | | | | | | | | | | | 164,849 | |
|
See notes to unaudited Pro Forma condensed consolidated financial statements.
The E.W. Scripps Company
Unaudited Pro Forma Condensed Consolidated Statement of Income
For the Year Ended December 31, 2005
| | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | Cincinnati | | | | | | | | | | | | | |
| | | | | | JOA | | | | | | | | | | | | | |
| | | | | | Adjustments | | | Historical | | | SNI Spin-off | | | Pro Forma | | | E. W. Scripps | |
(In thousands, except per share data) | | Historical | | | (a) | | | (restated) | | | (b) | | | Adjustments | | | Pro Forma | |
|
Operating Revenues: | | | | | | | | | | | | | | | | | | | | | | | | |
Advertising | | $ | 1,621,768 | | | $ | | | | $ | 1,621,768 | | | $ | (726,604 | ) | | $ | | | | $ | 895,164 | |
Referral fees | | | 98,881 | | | | | | | | 98,881 | | | | (98,881 | ) | | | | | | | — | |
Network affiliate fees, net | | | 167,012 | | | | | | | | 167,012 | | | | (167,012 | ) | | | | | | | — | |
Circulation | | | 128,168 | | | | | | | | 128,168 | | | | — | | | | | | | | 128,168 | |
Licensing | | | 77,049 | | | | | | | | 77,049 | | | | (457 | ) | | | | | | | 76,592 | |
Other | | | 61,756 | | | | | | | | 61,756 | | | | (9,507 | ) | | | | | | | 52,249 | |
|
Total operating revenues | | | 2,154,634 | | | | — | | | | 2,154,634 | | | | (1,002,461 | ) | | | — | | | | 1,152,173 | |
|
Costs and Expenses: | | | | | | | | | | | | | | | | | | | | | | | | |
Employee compensation and benefits | | | 597,094 | | | | (6,299 | ) | | | 590,795 | | | | (128,995 | ) | | | | | | | 461,800 | |
Production and distribution | | | 288,354 | | | | (694 | ) | | | 287,660 | | | | (47,917 | ) | | | | | | | 239,743 | |
Programs and program licenses | | | 221,167 | | | | | | | | 221,167 | | | | (173,823 | ) | | | | | | | 47,344 | |
Marketing and advertising | | | 152,515 | | | | (41 | ) | | | 152,474 | | | | (138,600 | ) | | | | | | | 13,874 | |
Other costs and expenses | | | 228,600 | | | | (1,030 | ) | | | 227,570 | | | | (83,774 | ) | | | | | | | 143,796 | |
|
Total costs and expenses | | | 1,487,730 | | | | (8,064 | ) | | | 1,479,666 | | | | (573,109 | ) | | | — | | | | 906,557 | |
|
Depreciation, Amortization, and (Gains) Losses: | | | | | | | | | | | | | | | | | | | | | | | | |
Depreciation | | | 62,878 | | | | (27 | ) | | | 62,851 | | | | (19,842 | ) | | | | | | | 43,009 | |
Amortization of intangible assets | | | 19,500 | | | | | | | | 19,500 | | | | (17,614 | ) | | | | | | | 1,886 | |
Losses (Gains) on disposal of property, plant and equipment | | | 602 | | | | | | | | 602 | | | | (34 | ) | | | | | | | 568 | |
Hurricane recoveries, net | | | (983 | ) | | | | | | | (983 | ) | | | (273 | ) | | | | | | | (1,256 | ) |
|
Net depreciation, amortization, and (gains) losses | | | 81,997 | | | | (27 | ) | | | 81,970 | | | | (37,763 | ) | | | — | | | | 44,207 | |
|
Operating income | | | 584,907 | | | | 8,091 | | | | 592,998 | | | | (391,589 | ) | | | — | | | | 201,409 | |
|
Interest expense | | | (38,791 | ) | | | | | | | (38,791 | ) | | | 1,354 | | | | 32,502 | (c) | | | (4,935 | ) |
Equity in earnings of JOAs and other joint ventures | | | 61,926 | | | | (23,532 | ) | | | 38,394 | | | | (11,120 | ) | | | | | | | 27,274 | |
Miscellaneous, net | | | 5,756 | | | | 3 | | | | 5,759 | | | | 18 | | | | | | | | 5,777 | |
|
Income from continuing operations before income taxes and minority interests | | | 613,798 | | | | (15,438 | ) | | | 598,360 | | | | (401,337 | ) | | | 32,502 | | | | 229,525 | |
Provision for income taxes | | | 216,815 | | | | (5,534 | ) | | | 211,281 | | | | (130,088 | ) | | | 11,701 | (d) | | | 92,894 | |
|
Income (loss) from continuing operations before minority interests | | | 396,983 | | | | (9,904 | ) | | | 387,079 | | | | (271,249 | ) | | | 20,801 | | | | 136,631 | |
|
Minority interests | | | 58,467 | | | | | | | | 58,467 | | | | (54,431 | ) | | | | | | | 4,036 | |
|
Income (loss) from continuing operations | | $ | 338,516 | | | $ | (9,904 | ) | | $ | 328,612 | | | $ | (216,818 | ) | | $ | 20,801 | | | $ | 132,595 | |
|
| | | | | | | | | | | | | | | | | | | | | | | | |
Income from continuing operations per share of common stock: | | | | | | | | | | | | | | | | | | | | | | | | |
Basic | | $ | 2.07 | | | | | | | $ | 2.01 | | | | | | | | | | | $ | 0.81 | |
Diluted | | $ | 2.05 | | | | | | | $ | 1.99 | | | | | | | | | | | $ | 0.80 | |
|
| | | | | | | | | | | | | | | | | | | | | | | | |
Weighted average shares outstanding: | | | | | | | | | | | | | | | | | | | | | | | | |
Basic | | | 163,279 | | | | | | | | 163,279 | | | | | | | | | | | | 163,279 | |
Diluted | | | 165,435 | | | | | | | | 165,435 | | | | | | | | | | | | 165,435 | |
|
See notes to unaudited Pro Forma condensed consolidated financial statements.
The E.W. Scripps Company
Notes to unaudited pro forma condensed consolidated balance sheet as of March 31, 2008 (In thousands)
(a) | | Represents the assets, liabilities and equity of Scripps Networks Interactive (“SNI”), the common shares which were distributed to our shareholders on July 1, 2008. |
|
(b) | | Represents estimated cash inflows relating to (i) special cash dividend received from SNI of $430,000 and (ii) the receipt of $60,000, the amount drawn on our $200,000 credit facility. Such estimated cash inflows are partially offset by the repayment of corporate notes, borrowings and interest under our variable-rate credit facilities of $478,261. |
|
(c) | | Represents the write-off of the un-amortized balance of debt issuance costs of $1,419 related to the corporate debt and revolving credit facility repaid in connection with the SNI Spin-Off. |
|
(d) | | Represents the payment of the accrued interest related to the corporate notes and borrowings under our variable-rate credit facilities repaid in connection with the SNI Spin-Off. |
|
(e) | | Represents the repayment of the corporate debt $473,680 in connection with the SNI Spin-Off offset by the $60,000 drawn on the $200,000 credit facility. |
|
(f) | | Represents increase to our shareholders’ equity due to the special cash dividends received from SNI of $430,000. Such increase is offset by the net estimated loss of approximately $908 relating to the write-off of debt issuance costs, net of related taxes of $511. |
The E.W. Scripps Company
Notes to unaudited pro forma condensed consolidated statement of income for
the three months ended March 31, 2008 and the years ended December 31, 2007, 2006 and 2005 (in thousands)
(a) | | Represents the classification of Cincinnati Post and Kentucky Post newspapers that participated in the Cincinnati JOA as discontinued operations, in accordance with the provisions of FAS 144. The Cincinnati joint operating agreement with Gannett Co. Inc. was not renewed when the agreement expired on December 31, 2007. In connection with the termination of the JOA, we ceased publication of our Cincinnati Post and Kentucky Post newspapers that participated in the Cincinnati JOA. |
|
(b) | | Represents the results of operations of SNI, the common shares of which were distributed to our shareholders on July 1, 2008. Other costs and expenses includes $5,345 and $3,849 in the three months ended March 31, 2008 and year ended December 31, 2007, respectively, of transaction costs directly related to the consummation of the SNI Spin-Off. These non-recurring charges will be recorded within discontinued operations. |
|
(c) | | Reflects interest expense reduction on corporate debt of $6,094, $35,510, $52,085, $34,998 for the three months ended March 31, 2008 and years ended December 31, 2007, 2006, and 2005, respectively given the repayment of the corporate notes and borrowings under the variable credit facilities in connection with the SNI Spin-Off offset by interest expense of $615 in the three months ended March 31, 2008 and $2,496 in each of the years ended December 31, 2007, 2006 and 2005, related to our draw of $60,000 on the $200,000 credit facility with a five year maturity. The interest expense on the $60,000 draw has been computed using an assumed interest rate of 4.16%, which represents the LIBOR rate in effect as of March 31, 2008 plus 1.5%. Each one-eighth of one percent change in LIBOR would result in a change in interest expense of $75 per annum. |
|
(d) | | Represents the tax effects of (c) above using a tax rate of 36% which represents the federal statutory rate of 35%, plus state rate of 1%. |