SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
X Quarterly report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 for the quarterly period ended June 25, 1995 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 1-6961
GANNETT CO., INC.
(Exact name of registrant as specified in its charter)
Delaware 16-0442930
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
1100 Wilson Boulevard, Arlington, Virginia 22234
(Address of principal executive offices) (Zip Code)
(703) 284-6000
(Registrant's telephone number, including area code)
(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 ____
The number of shares outstanding of the issuer's Common Stock, Par
Value $1.00, as of June 25, 1995 was 140,157,509.
PART I. FINANCIAL INFORMATION
MANAGEMENT'S DISCUSSION AND ANALYSIS OF OPERATIONS
Operating Summary
Income from operations for the second quarter of 1995 rose $15.7
million or 7%, with each division reporting higher earnings.
Newspaper earnings, which rose 3%, were tempered by sharp increases
in newsprint costs. Broadcast earnings rose 20%, principally because
of television advertising revenue growth. Outdoor division earnings
were significantly improved, rising 36% over the comparable period
a year ago.
Operating income for the first six months of 1995 rose $30.4
million or 8%.
Newspapers
Newspaper publishing revenues rose $28.3 million or 4% in the
second quarter of 1995 and $48.8 million or 3% for the
year-to-date. Newspaper advertising revenue rose $27 million or 5%
in the quarter and $51.5 million or 5% for the first six months,
reflecting continued gains in classified advertising, particularly
in employment and automotive.
The tables below provide, on a pro forma basis, further details of
newspaper ad revenue and linage for the second quarter and
year-to-date periods of 1995 and 1994:
Advertising revenue, in thousands of dollars (pro forma)
Second quarter 1995 1994 % Change
Local $201,091 $195,598 3
National 87,999 81,021 9
Classified 189,897 178,772 6
Total Run-of-Press 478,987 455,391 5
Preprint and
other advertising 88,149 83,064 6
Total ad revenue $567,136 $538,455 5
Advertising linage, in thousands of inches (pro forma)
Second quarter 1995 1994 % Change
Local 7,698 7,763 (1)
National 601 568 6
Classified 8,364 8,121 3
Total Run-of-Press 16,663 16,452 1
Preprint 17,511 16,480 6
Total ad linage 34,174 32,932 4
Advertising revenue, in thousands of dollars (pro forma)
Year-to-date 1995 1994 % Change
Local $ 384,666 $ 376,702 2
National 168,047 156,780 7
Classified 367,199 337,032 9
Total Run-of-Press 919,912 870,514 6
Preprint and
other advertising 163,965 158,283 4
Total ad revenue $1,083,877 $1,028,797 5
Advertising linage, in thousands of inches (pro forma)
Year-to-date 1995 1994 % Change
Local 14,771 14,874 (1)
National 1,110 1,058 5
Classified 16,013 15,307 5
Total Run-of-Press 31,894 31,239 2
Preprint 31,374 30,041 4
Total ad linage 63,268 61,280 3
Newspaper circulation revenues were up slightly for the quarter and
for the year-to-date. Net paid daily circulation for the Company's
local newspapers was down 1% for the quarter and for the first six
months of 1995. Sunday circulation also declined 1% for the
quarter and was down 2% for the year-to-date. USA TODAY reported
an average daily paid circulation of 2,055,809 in the ABC
Publisher's statement for the six months ended March 26,1995,
which, subject to audit, is a 2% increase from the comparable
period a year ago.
Operating costs in total for the newspaper segment rose $23 million
or 4% for the quarter and $35.5 million or 3% for the year-to-date.
Newsprint expense increased 34% for the quarter and 24% for the
first six months, reflecting significantly higher prices from a
year ago. The impact of newsprint price increases was partially
offset by newsprint conservation efforts, as consumption was below
1994 levels for the quarter and year-to-date periods, and by cost
controls in other areas. The Company expects further newsprint
price increases in 1995, which together with recent increases, will
significantly affect newsprint expense comparisons for the
remainder of 1995 and into 1996. Payroll costs rose 2% for the
quarter and for the year-to-date.
Newspaper operating income rose $5.3 million or 3% for the second
quarter and $13.3 million or 4% for the first six months, principally
because of ad revenue gains. Most of the Company's local
newspapers reported improved ad revenues and operating income. At
USA TODAY, revenues improved for the quarter and for the
year-to-date, but higher newsprint costs caused operating income to
decline for the quarter and for the first six months.
Broadcast
Broadcast revenues increased $13.4 million or 12% for the second
quarter and $26.4 million or 14% for the first six months, while
operating costs were up $5.5 million or 8% for the quarter and
$13.4 million or 10% for the year-to-date. Operating costs for the
year-to-date period include certain program costs for the Company's
Denver television station related to its pending affiliation change
to NBC later this year. On a pro forma basis, broadcast revenues
increased 10% for the quarter and 11% for the year-to-date while
operating costs increased 4% for the quarter and 7% for the first
six months.
Pro forma local television ad revenues grew 11% for the quarter and
for the year-to-date while national revenues increased 10% for the
quarter and 11% for the first six months. Radio revenues increased
5% for the quarter and 8% for the year-to-date.
Operating income rose $7.9 million or 20% for the quarter and $12.9
million or 21% for the year-to-date, reflecting strong gains at
most of the Company's television and radio stations.
Outdoor
Outdoor revenues increased $5.4 million or 9% for the quarter and
$9.1 million or 8% for the year-to-date, reflecting strong growth
in national advertising. Poster and bulletin sales and occupancy
rates were higher for the quarter and for the year-to-date.
Operating costs rose $2.5 million or 4% for the quarter and $4.2
million or 4% for the first six months. Operating income for
Outdoor grew $2.9 million or 36% for the quarter and $4.8 million
or 140% for the year-to-date.
Non-operating Income and Expense
Interest expense rose slightly for the quarter and $0.7 million or
3% for the year-to-date reflecting higher average interest rates
offset by lower average borrowings.
Net Income
Net income rose $7.7 million or 6% for the quarter and $15.1
million or 7% for the first six months. Net income per share rose
to $1.00 from $0.90 for the quarter, an increase of 11%. For the
year-to-date, net income per share increased 13% to $1.61 from
$1.43 in 1994. The weighted average number of shares outstanding
totaled 140,117,000 for the second quarter of 1995 compared with
147,169,000 for the second quarter of 1994. Average shares
outstanding for the year-to-date totaled 140,065,000 for 1995 and
147,146,000 for 1994. The decline in the number of shares
outstanding for the quarter and year-to-date periods reflects
shares purchased under the Company's share repurchase program
during the second and third quarters of 1994.
Liquidity and Capital Resources
Cash flow from operating activities totaled $271 million for the
first half of 1995 compared with $358 million a year ago.
Principal uses of cash flow in 1995 were for capital expenditures,
reduction of debt, dividends and pension funding.
Capital expenditures for the year-to-date totaled $64 million in
1995, compared to $68 million in 1994. Long-term debt (commercial
paper obligations) was reduced by $153 million. The Company's
regular quarterly dividend of $0.34 per share was declared in the
first and second quarters of 1995 and totaled $95.3 million.
Other Matters
On July 13, 1995, six unions, representing approximately 2,500 of
the 3,500 employees at The Detroit News, the Company's newspaper,
the Detroit Free Press, a Knight-Ridder newspaper, and the Detroit
Newspaper Agency, which performs all business operations for the
two newspapers, went on strike following unsuccessful labor
contract negotiations.
The Company cannot say with any certainty how long the strike may
last or what the outcome may be. The strike is not expected to
materially affect the Company's consolidated results of operations
or financial condition.
On July 24, 1995, the Company entered into an agreement to
acquire Multimedia, Inc. Multimedia publishes 11 daily and 49
non-daily newspapers and operates five network-affiliated
television stations and two radio stations. The company also
owns cable television franchises, a security alarm business, and
produces first-run syndicated television programming and News
Talk Television for cable TV. The acquisition is expected to be
completed as soon as Multimedia shareholder and regulatory
approvals are obtained, at a purchase price in excess of $1.7
billion. The Company will also assume or retire Multimedia's
existing debt. The purchase price will be adjusted if
Multimedia's debt at December 31, 1995 exceeds a specified level.
CONSOLIDATED BALANCE SHEETS (UNAUDITED)
June 25, 1995 Dec. 25, 1994
--------------- ---------------
ASSETS
Cash $ 12,741,000 $ 44,229,000
Marketable securities 37,000 23,000
Trade receivables, less allowance
(1995 - $16,230,000; 1994 - $15,846,000) 481,026,000 487,615,000
Other receivables 32,355,000 29,745,000
Inventories 79,989,000 53,047,000
Prepaid expenses 24,662,000 36,178,000
--------------- ---------------
Total current assets 630,810,000 650,837,000
--------------- ---------------
Property, plant and equipment:
Cost 2,866,470,000 2,814,456,000
Less accumulated depreciation (1,454,112,000) (1,386,312,000)
--------------- ---------------
Net property, plant and equipment 1,412,358,000 1,428,144,000
--------------- ---------------
Intangible and other assets:
Excess of cost of subsidiaries over
net tangible assets acquired, less
amortization (1995 - $464,922,000;
1994 - $442,166,000) 1,450,020,000 1,472,002,000
Other assets 189,745,000 156,069,000
--------------- ---------------
Total intangible and other assets 1,639,765,000 1,628,071,000
--------------- ---------------
Total assets $ 3,682,933,000 $ 3,707,052,000
=============== ===============
LIABILITIES & SHAREHOLDERS' EQUITY
Current maturities of long-term debt $ 61,476,000 $ 1,026,000
Accounts payable and current portion of
film contracts payable 199,772,000 215,885,000
Compensation, interest and other accruals 156,251,000 148,506,000
Dividend payable 47,608,000 47,739,000
Income taxes 43,650,000 37,618,000
Deferred income 78,018,000 76,280,000
--------------- ---------------
Total current liabilities 586,775,000 527,054,000
--------------- ---------------
Deferred income taxes 155,840,000 164,691,000
Long-term debt, less current portion 553,725,000 767,270,000
Postretirement medical and life
insurance liabilities 308,324,000 306,863,000
Other long-term liabilities 108,561,000 118,936,000
--------------- ---------------
Total liabilities 1,713,225,000 1,884,814,000
--------------- ---------------
Shareholders' Equity:
Preferred stock of $1 par value per share.
Authorized 2,000,000 shares, issued - none
Common stock of $1 par value per share.
Authorized 400,000,000,
issued 162,211,456 shares 162,211,000 162,212,000
Additional paid-in capital 73,694,000 76,604,000
Retained earnings 2,768,258,000 2,639,440,000
Foreign currency translation adjustment (10,765,000) (12,894,000)
--------------- ---------------
Total 2,993,398,000 2,865,362,000
--------------- ---------------
Less treasury stock - 22,053,947 shares and
22,444,480 shares respectively, at cost (989,573,000) (1,008,199,000)
Deferred compensation related to ESOP (34,117,000) (34,925,000)
--------------- ---------------
Total shareholders' equity 1,969,708,000 1,822,238,000
--------------- ---------------
Total liabilities and shareholders' equity $ 3,682,933,000 $ 3,707,052,000
=============== ===============
CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)
Thirteen weeks ended Twenty-six weeks ended
June 25, 1995 June 26, 1994 June 25, 1995 June 26, 1994
--------------- --------------- --------------- ---------------
Net Operating Revenues:
Newspaper advertising $ 567,134,000 $ 540,150,000 $ 1,083,876,000 $ 1,032,394,000
Newspaper circulation 214,045,000 212,945,000 426,009,000 425,085,000
Broadcasting 120,880,000 107,493,000 217,863,000 191,500,000
Outdoor advertising 68,568,000 63,181,000 119,164,000 110,102,000
Other 43,294,000 43,112,000 80,829,000 84,425,000
--------------- --------------- --------------- ---------------
Total 1,013,921,000 966,881,000 1,927,741,000 1,843,506,000
--------------- --------------- --------------- ---------------
Operating Expenses:
Cost of sales and operating expenses
exclusive of depreciation 542,372,000 516,083,000 1,076,594,000 1,032,507,000
Selling, general and administrative
expenses, exclusive of depreciation 174,806,000 168,458,000 346,583,000 334,403,000
Depreciation 38,983,000 40,511,000 78,242,000 81,001,000
Amortization of intangible assets 11,361,000 11,145,000 22,756,000 22,455,000
--------------- --------------- --------------- ---------------
Total 767,522,000 736,197,000 1,524,175,000 1,470,366,000
--------------- --------------- --------------- ---------------
Operating income 246,399,000 230,684,000 403,566,000 373,140,000
--------------- --------------- --------------- ---------------
Non-operating income (expense):
Interest expense (10,878,000) (10,729,000) (22,610,000) (21,897,000)
Other (1,198,000) 1,418,000 (1,727,000) 2,441,000
--------------- --------------- --------------- ---------------
Total (12,076,000) (9,311,000) (24,337,000) (19,456,000)
--------------- --------------- --------------- ---------------
Income before income taxes 234,323,000 221,373,000 379,229,000 353,684,000
Provision for income taxes 94,900,000 89,600,000 153,600,000 143,200,000
--------------- --------------- --------------- ---------------
Net income $ 139,423,000 $ 131,773,000 $ 225,629,000 $ 210,484,000
=============== =============== =============== ===============
Net income per share $1.00 $0.90 $1.61 $1.43
=============== =============== =============== ===============
Dividends per share $0.34 $0.33 $0.68 $0.66
=============== =============== =============== ===============
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
Twenty-six weeks ended
June 25, 1995 June 26, 1994
-------------- -------------
Cash Flows from Operating Activities:
Net income $225,629,000 $210,484,000
Adjustments to reconcile net income
to operating cash flows:
Depreciation 78,242,000 81,001,000
Amortization of intangibles 22,756,000 22,455,000
Deferred income taxes (8,851,000) (8,631,000)
Gain on sale of assets (151,000) (3,603,000)
Other, net 29,821,000 11,107,000
Changes in other assets & liabilities, net (76,734,000) 45,438,000
-------------- -------------
Net cash flow from operating activities 270,712,000 358,251,000
-------------- -------------
Cash Flows From Investing Activities:
Purchase of property, plant and equipment (64,481,000) (67,661,000)
Payments for acquisitions, net of cash
acquired (29,140,000)
Increase in other investments (23,539,000)
Proceeds from sale of assets 1,782,000 49,958,000
Collection of long-term receivables 3,662,000 833,000
-------------- -------------
Net cash used by investing activities (59,037,000) (69,549,000)
-------------- -------------
Cash Flows From Financing Activities:
Payment of long-term debt (153,095,000) (222,754,000)
Dividends paid (95,917,000) (97,036,000)
Common stock transactions, net 5,671,000 305,000
-------------- -------------
Net cash used for financing activities (243,341,000) (319,485,000)
-------------- -------------
Effect of currency exchange rate change 192,000 (1,243,000)
-------------- -------------
Net decrease in cash and cash equivalents (31,474,000) (32,026,000)
Balance of cash and cash equivalents
at beginning of year 44,252,000 75,495,000
-------------- -------------
Balance of cash and cash equivalents
at end of second quarter $12,778,000 $43,469,000
============== =============
BUSINESS SEGMENT INFORMATION
Thirteen weeks ended Twenty-six weeks ended
June 25, 1995 June 26, 1994 June 25, 1995 June 26, 1994
--------------- --------------- ---------------- ---------------
Operating Revenues:
Newspaper publishing $824,473,000 $796,207,000 $1,590,714,000 $1,541,904,000
Broadcasting 120,880,000 107,493,000 217,863,000 191,500,000
Outdoor advertising 68,568,000 63,181,000 119,164,000 110,102,000
--------------- --------------- ---------------- ---------------
Total $1,013,921,000 $966,881,000 $1,927,741,000 $1,843,506,000
=============== =============== ================ ===============
Operating Income (net of depreciation
and amortization):
Newspaper publishing $205,349,000 $200,097,000 $356,090,000 $342,756,000
Broadcasting 47,366,000 39,486,000 73,606,000 60,659,000
Outdoor advertising 11,112,000 8,185,000 8,284,000 3,456,000
Corporate (17,428,000) (17,084,000) (34,414,000) (33,731,000)
--------------- --------------- ---------------- ---------------
Total $246,399,000 $230,684,000 $403,566,000 $373,140,000
=============== =============== ================ ===============
Depreciation & Amortization:
Newspaper publishing $36,692,000 $37,570,000 $73,416,000 $75,143,000
Broadcasting 7,006,000 7,008,000 14,070,000 14,089,000
Outdoor advertising 4,229,000 4,668,000 8,434,000 9,240,000
Corporate 2,417,000 2,410,000 5,078,000 4,984,000
--------------- --------------- ---------------- ---------------
Total $50,344,000 $51,656,000 $100,998,000 $103,456,000
=============== =============== ================ ===============
NOTE TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
June 25, 1995
1. Basis of Presentation
The accompanying unaudited consolidated condensed financial
statements have been prepared in accordance with the
instructions for Form 10-Q and, therefore, do not include all
information and footnotes which are normally included in Form
10-K and annual report to shareholders. The financial
statements covering the 13 and 26 week periods ended June 25,
1995, and the comparative periods of 1994, reflect all
adjustments which, in the opinion of the Company, are
necessary for a fair statement of results for the interim
periods.
PART II. OTHER INFORMATION
Item 4. Submission of Matters to a Vote of Securityholders
(a) The Annual Meeting of Shareholders of
Gannett Co., Inc. was held on May 2, 1995.
(c) At the Annual Meeting, four directors were
re-elected to the Board of Directors.
Tabulation of votes for each of the
nominees is as follows:
Withheld
For Authority
----------- ---------
Andrew F. Brimmer 117,346,058 972,172
Stuart T. K. Ho 117,513,714 804,516
Douglas H. McCorkindale 117,474,060 844,170
Rollan D. Melton 117,522,690 795,540
The proposal to elect Price Waterhouse as the Company's
independent auditors was approved. Tabulation of votes for
the proposal is as follows:
Broker
For Against Abstain Non Vote
----------- ------- ------- --------
Election of Indepen-
dent Auditors 117,956,127 174,847 187,256 0
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits.
See Exhibit Index for list of exhibits filed with this report.
(b) Reports on Form 8-K.
Current Report on Form 8-K dated July 26, 1995 reporting on
agreement for Gannett to acquire Multimedia, Inc.
Current Report on Form 8-K dated June 15, 1995 regarding the
filing of the Company's Second Supplemental Indenture.
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: August 8, 1995 s/ Larry F. Miller
------------------
Larry F. Miller
Senior Vice President/Financial Planning
and Controller
Dated: August 7, 1995 s/ Thomas L. Chapple
--------------------
Thomas L. Chapple
Senior Vice President, General Counsel and
Secretary
EXHIBIT INDEX
Exhibit
Number Title or Description Location
-------- ----------------------------------- ------------------------------
4-1 $1,000,000,000 Revolving Incorporated by reference to
Credit Agreement among Gannett Co., Exhibit 4-1 to Gannett Co.,
Inc. and the Banks named therein. Inc.'s Form 10-K for the fiscal
year ended December 26, 1993.
4-2 Amendment Number One to Incorporated by reference to
$1,000,000,000 Revolving Credit Exhibit 4-2 to Gannett Co.,
Agreement among Gannett Co., Inc. Inc.'s Form 10-Q for the fiscal
and the Banks named therein. quarter ended June 26, 1994.
4-3 Indenture dated as of March 1, 1983 Incorporated by reference to
between Gannett Co., Inc. and Exhibit 4-2 to Gannett Co.,
Citibank, N.A., as Trustee. Inc.'s Form 10-K for the fiscal
year ended December 29, 1985.
4-4 First Supplemental Indenture Incorporated by reference to
dated as of November 5, 1986 Exhibit 4 to Gannett Co., Inc.'s
among Gannett Co., Inc., Citibank, Form 8-K filed on November 9,
N.A., as Trustee, and Sovran Bank, 1986.
N.A., as Successor Trustee.
4-5 Second Supplemental Indenture Incorporated by reference to
dated as of June 1, 1995 among Exhibit 4 to Gannett Co., Inc's
Gannett Co., Inc., Citibank, N.A., Form 8-K filed June 15, 1995.
as Trustee, and Crestar Bank, as
Trustee.
4-6 Rights Plan. Incorporated by reference to
Exhibit 1 to Gannett Co.,
Inc.'s Form 8-K filed on
May 23, 1990.
10 Amendments to Retirement Plan for Attached.
Directors.
11 Statement re computation of Attached.
earnings per share.
27 Financial Data Schedule. Attached.
Gannett Co., Inc. agrees to furnish to the Securities and Exchange Commission,
upon request, a copy of each agreement with respect to long-term debt not filed
herewith in reliance upon the exemption from filing applicable to any series of
debt which does not exceed 10% of the total consolidated assets of the
registrant.