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: February 15, 2000
GANNETT CO., INC.
(Exact name of registrant as specified in its charter)
Delaware 1-6961 16-0442930
(State or other (Commission (IRS Employer
jurisdiction File Number) Identification No.)
of incorporation)
1100 Wilson Boulevard, Arlington, Virginia 22234
(Address of principal executive offices)(Zip Code)
(703) 284-6000
(Registrant's telephone number, including area code)
ITEM 2. DISPOSITION OF ASSETS
Pursuant to an Asset Purchase Agreement dated July 22, 1999 between
Multimedia Cablevision, Inc. and Cox Communications, Inc., on January 31, 2000
Gannett Co., Inc. sold substantially all of the assets of its cable division
for approximately $2.7 billion in cash. Upon closing, an after-tax gain of
approximately $740 million was recognized which, along with the cable and
security segment operating results, will be reported as discontinued operations
in the company's financial statements. The company has used the proceeds from
this transaction to pay down its commercial paper borrowings.
Included in this filing is pro forma financial information for 1999 and
1998 as detailed in Exhibit 99-1.
EARNINGS SUMMARY OF INCOME FROM CONTINUING AND DISCONTINUED OPERATIONS
After giving effect to the discontinued operations reporting discussed
above, the company's earnings, excluding nonrecurring net non-operating gains
principally from the sales/exchanges of various businesses in 1999 and 1998,
are as follows.
Unaudited, in thousands of dollars (except per share amounts)
Earnings summary
Excluding net non-operating gains
Fifty-two weeks ended
Dec. 26, 1999 Dec. 27, 1998 Dec. 28, 1997
------------- ------------- -------------
Operating income $ 1,563,101 $ 1,385,814 $ 1,262,242
Non-operating income (expense)
Interest expense (94,619) (79,412) (91,725)
Other 4,175 (1,204) (15,564)
------------- ------------- -------------
Total (90,444) (80,616) (107,289)
Income before income taxes 1,472,657 1,305,198 1,154,953
Provision for income taxes 586,050 522,380 473,600
------------- ------------- -------------
Income from continuing operations 886,607 782,818 681,353
Discontinued operations:
Income from the operation of
discontinued operations,
net of tax 38,541 33,488 31,326
------------- ------------- -------------
Net income $ 925,148 $ 816,306 $ 712,679
============= ============= =============
Earnings per share - basic
Earnings from continuing
operations $3.18 $2.76 $2.41
Earnings from discontinued
operations:
Discontinued operations, net
of tax $0.14 $0.12 $0.11
----- ----- -----
Net income per share - basic $3.32 $2.88 $2.52
===== ===== =====
Earnings per share - diluted
Earnings from continuing
operations $3.15 $2.74 $2.39
Earnings from discontinued
operations:
Discontinued operations, net
of tax $0.14 $0.12 $0.11
----- ----- -----
Net income per share - diluted $3.29 $2.86 $2.50
===== ===== =====
Unaudited, in thousands of dollars (except per share amounts)
Earnings summary
Excluding net non-operating gains
Thirteen weeks ended % Inc
March 28, 1999 March 29, 1998 (Dec)
Operating income $ 296,592 $ 274,327 8.1
Non-operating income (expense)
Interest expense (16,592) (23,229) (28.6)
Other 2,368 829 185.6
----------- ----------- ------
Total (14,224) (22,400) (36.5)
Income before income taxes 282,368 251,927 12.1
Provision for income taxes 112,400 100,800 11.5
----------- ----------- ------
Income from continuing operations 169,968 151,127 12.5
Discontinued operations:
Income from the operation of
discontinued operations, net of tax 8,925 8,116 10.0
----------- ----------- ------
Net income $ 178,893 $ 159,243 12.3
=========== =========== ======
Earnings per share - basic
Earnings from continuing operations $0.61 $0.53 15.1
Earnings from discontinued operations:
Discontinued operations, net of tax $0.03 $0.03 --
----- ----- ----
Net income per share - basic $0.64 $0.56 14.3
===== ===== ====
Earnings per share - diluted
Earnings from continuing operations $0.61 $0.53 15.1
Earnings from discontinued operations:
Discontinued operations, net of tax $0.03 $0.03 --
----- ----- ----
Net income per share - diluted $0.64 $0.56 14.3
===== ===== ====
Unaudited, in thousands of dollars (except per share amounts)
Earnings summary
Excluding net non-operating gains
Thirteen weeks ended % Inc
June 27, 1999 June 28, 1998 (Dec)
Operating income $ 403,111 $ 375,296 7.4
Non-operating income (expense)
Interest expense (13,852) (20,348) (31.9)
Other 775 2,498 (69.0)
----------- ----------- ------
Total (13,077) (17,850) (26.7)
Income before income taxes 390,034 357,446 9.1
Provision for income taxes 155,200 143,100 8.5
----------- ----------- ------
Income from continuing operations 234,834 214,346 9.6
Discontinued operations:
Income from the operation of
discontinued operations, net of tax 9,356 8,463 10.6
----------- ----------- ------
Net income $ 244,190 $ 222,809 9.6
=========== =========== ======
Earnings per share - basic
Earnings from continuing operations $0.84 $0.75 12.0
Earnings from discontinued operations:
Discontinued operations, net of tax $0.03 $0.03 --
----- ----- ----
Net income per share - basic $0.87 $0.78 11.5
===== ===== ====
Earnings per share - diluted
Earnings from continuing operations $0.84 $0.75 12.0
Earnings from discontinued operations:
Discontinued operations, net of tax $0.03 $0.03 --
----- ----- ----
Net income per share - diluted $0.87 $0.78 11.5
===== ===== ====
Unaudited, in thousands of dollars (except per share amounts)
Earnings summary
Excluding net non-operating gains
Thirteen weeks ended % Inc
Sept. 26, 1999 Sept. 27, 1998 (Dec)
Operating income $ 353,366 $ 298,783 18.3
Non-operating income (expense)
Interest expense (26,474) (17,190) 54.0
Other 1,588 (877) (281.1)
----------- ------------ -------
Total (24,886) (18,067) 37.7
Income before income taxes 328,480 280,716 17.0
Provision for income taxes 130,700 112,250 16.4
----------- ------------ -------
Income from continuing operations 197,780 168,466 17.4
Discontinued operations:
Income from the operation of
discontinued operations, net of tax 9,699 8,053 20.4
----------- ------------ -------
Net income $ 207,479 $ 176,519 17.5
=========== ============ =======
Earnings per share - basic
Earnings from continuing operations $0.70 $0.59 18.6
Earnings from discontinued operations
Discontinued operations, net of tax $0.04 $0.03 33.3
----- ----- ----
Net income per share - basic $0.74 $0.62 19.4
===== ===== ====
Earnings per share - diluted
Earnings from continuing operations $0.70 $0.59 18.6
Earnings from discontinued operations
Discontinued operations, net of tax $0.04 $0.03 33.3
----- ----- ----
Net income per share - diluted $0.74 $0.62 19.4
===== ===== ====
Unaudited, in thousands of dollars (except per share amounts)
Earnings Summary
Excluding net non-operating gains
Thirteen weeks ended % Inc
Dec. 26, 1999 Dec. 27, 1998 (Dec)
Operating income $ 510,032 $ 437,408 16.6
Non-operating income (expense)
Interest expense (37,701) (18,645) 102.2
Other (556) (3,654) (84.8)
----------- ----------- ------
Total (38,257) (22,299) 71.6
Income before income taxes 471,775 415,109 13.7
Provision for income taxes 187,750 166,230 12.9
----------- ----------- ------
Income from continuing operations 284,025 248,879 14.1
Discontinued operations:
Income from the operation of
discontinued operations, net of tax 10,561 8,856 19.3
----------- ----------- ------
Net income $ 294,586 $ 257,735 14.3
=========== =========== ======
Earnings per share - basic
Earnings from continuing operations $1.02 $0.89 14.8
Earnings from discontinued operations:
Discontinued operations, net of tax $0.04 $0.03 19.9
----- ----- ------
Net income per share - basic $1.06 $0.92 14.9
===== ===== ======
Earnings per share - diluted
Earnings from continuing operations $1.01 $0.89 14.7
Earnings from discontinued operations:
Discontinued operations, net of tax $0.04 $0.03 19.8
----- ----- ------
Net income per share - diluted $1.05 $0.92 14.8
===== ===== ======
The earnings summaries above exclude the following:
- The second quarter of 1999 net pre-tax gain of $55 million ($33 million
after-tax or $0.11 per share-basic and $0.11 per share-diluted) principally
from the exchange of KVUE-TV in Austin, Texas for KXTV-TV in Sacramento,
California.
- The first quarter of 1998 net pre-tax gain of $306.5 million ($184 million
after-tax or $0.65 per share-basic and $0.64 per share diluted) principally
from the disposition of the company's five remaining radio stations and its
alarm security business.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
See exhibit index for list of exhibits.
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.
GANNETT CO., INC.
Dated: February 15, 2000 By: /s/George R. Gavagan
-------------------------
George R. Gavagan
Vice President and Controller
EXHIBIT INDEX
Exhibit
Number Title or Description
- ------- ----------------------
99-1 Unaudited pro forma condensed balance sheet as of
December 26, 1999 and the unaudited pro forma
condensed combined statements of income for the
years ended December 26, 1999 and
December 27, 1998 and the quarters ended
March 28, 1999 and March 29, 1998; June 27, 1999
and June 28, 1998; September 26, 1999 and
September 27, 1998; December 26, 1999 and
December 27, 1998.