SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1996
Commission File Number 33-43989
THE E. W. SCRIPPS COMPANY
(Exact name of registrant as specified in its charter)
Ohio 31-1223339
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
312 Walnut Street
Cincinnati, Ohio 45201
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (513) 977-3000
Title of each class Name of each exchange on
Securities registered pursuant to which registered
Section 12(b) of the Act:
Class A Common Shares, $.01 par value New York Stock Exchange
Securities registered pursuant to
Section 12(g) of the Act:
Not applicable
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 and 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 if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained,
to the best of the registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form
10-K or any amendment to this Form 10-K.
X
The aggregate market value of Class A Common Shares of the Registrant held
by nonaffiliates of the Registrant, based on the $36.00 per share closing
price for such stock on February 28, 1997, was approximately $1,023,000,000.
As of February 28, 1997, nonaffiliates held approximately 1,678,000 Common
Voting Shares. There is no active market for such stock.
As of February 28, 1997, there were 61,591,461 of the Registrant's Class A
Common Shares, $.01 par value per share, outstanding and 19,333,711 of the
Registrant's Common Voting Shares, $.01 par value per share, outstanding.
INDEX TO THE E. W. SCRIPPS COMPANY
ANNUAL REPORT ON FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 1996
Item No. Page
PART I
1. Business
Newspapers 4
Broadcast Television 7
Entertainment 10
Employees 11
2. Properties 11
3. Legal Proceedings 12
4. Submission of Matters to a Vote of Security Holders 12
PART II
5. Market for Registrant's Common Equity and Related
Stockholder Matters 12
6. Selected Financial Data 13
7. Management's Discussion and Analysis of Financial
Condition and Results of Operation 13
8. Financial Statements and Supplementary Data 13
9. Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure 13
PART III
10. Directors and Executive Officers of the Registrant 14
11. Executive Compensation 15
12. Security Ownership of Certain Beneficial Owners and
Management 15
13. Certain Relationships and Related Transactions 15
PART IV
14. Exhibits, Financial Statement Schedules and
Reports on Form 8-K 15
PART I
ITEM 1. BUSINESS
The E. W. Scripps Company ("Company") is a diversified media company
operating in three segments: newspapers, broadcast television and
entertainment. A summary of segment information for the three years ended
December 31, 1996, is set forth on page F-30 of this Form 10-K.
The Company's cable television systems ("Scripps Cable") were acquired by
Comcast Corporation ("Comcast") on November 13, 1996 ("Cable Transaction")
through a merger whereby the Company's shareholders received, tax-free, a
total of 93 million shares of Comcast's Class A Special Common Stock. The
aggregate market value of the Comcast shares was $1,593,000,000 ($19.83 per
share of the Company) and the net book value of Scripps Cable was
$356,000,000, yielding an economic gain of $1,237,000,000 to the Company's
shareholders. Despite the economic gain, current accounting rules require
the Company to record the Cable Transaction at net book value, therefore no
gain is reflected in the Company's financial statements.
Scripps Cable represented an entire business segment, therefore its results
are reported as a "discontinued operation" for all periods presented (see
Note 14 to the Consolidated Financial Statements). Results of the
remaining business segments, including results for divested operating units
within these segments through their dates of sale, are reported as
"continuing operations."
Newspapers
General - The Company publishes daily newspapers in 16 markets. From
its Washington bureau the Company operates the Scripps Howard News Service,
a supplemental wire service covering stories in the capital, other parts of
the United States and abroad. The Company acquired or divested the
following newspaper operations in the five years ended December 31, 1996:
1996 - Acquired the Vero Beach, Florida, daily newspaper.
1995 - Divested the Watsonville, California, daily newspaper.
1993 - Divested the Tulare, California, and San Juan, Puerto Rico,
newspapers.
1992 - Acquired three daily newspapers in California. Divested The
Pittsburgh Press.
Revenues - The Company's newspaper operating revenues for the five years
ended December 31, 1996, were as follows:
( in thousands )
1996 1995 1994 1993 1992
Newspaper advertising:
Local ROP $ 207,423 $ 197,235 $ 190,147 $ 177,028 $ 168,286
Classified ROP 192,702 179,694 161,835 141,994 122,081
National ROP 19,062 16,354 15,595 11,999 12,094
Preprint 67,193 68,645 63,103 57,304 50,720
Total newspaper advertising 486,380 461,928 430,680 388,325 353,181
Circulation 130,092 125,304 116,117 112,393 102,679
Joint operating agency distributions 43,279 43,863 44,151 38,647 40,018
Other 11,110 9,009 8,274 8,815 8,971
Total 670,861 640,104 599,222 548,180 504,849
Divested newspapers 294 3,716 19,874 103,838
Total newspaper operating revenues $ 670,861 $ 640,398 $ 602,938 $ 568,054 $ 608,687
The Company's newspaper operating revenues are derived primarily from
advertising and circulation. Advertising rates and revenues vary among the
Company's newspapers depending on circulation, type of advertising, local
market conditions and competition. Advertising revenues are derived from
run-of-paper ("ROP") advertisements included with news stories in the body
of the newspaper and from preprinted advertisements that are generally
produced by advertisers and inserted into the newspaper.
ROP is further broken down among "local," "classified" and "national"
advertising. Local refers to advertising that is not in the classified
advertising section and is purchased by in-market advertisers. Classified
refers to advertising in the section of the newspaper that is grouped by
type of advertising, e.g., automotive and help wanted. National refers to
advertising purchased by businesses that operate beyond the local market
and purchase advertising from many newspapers, primarily through
advertising agencies. A given volume of ROP advertisements is generally
more profitable to the Company than the same volume of preprinted
advertisements.
Advertising revenues vary through the year, with the first and third
quarters generally having lower revenues than the second and fourth
quarters. Advertising rates and volume are highest on Sundays, primarily
because circulation and readership is greatest on Sundays.
Full-run ROP advertising volume for the Company's newspapers was as follows
(excluding divested newspapers):
( in thousands )
1996 1995 1994 1993 1992
Newspaper advertising inches:
Local 7,139 6,853 6,941 6,618 7,016
Classified 6,765 6,443 6,576 6,080 5,438
National 406 345 319 283 310
Total full-run advertising inches 14,310 13,641 13,836 12,981 12,764
Circulation revenues are derived from home delivery sales of newspapers to
subscribers and from single-copy sales made through retail outlets and
vending machines. Circulation information for the Company's newspapers is
as follows:
( in thousands ) (1) Morning
(M)
Newspaper Evening 1996 1995 1994 1993 1992
(E)
Daily Paid Circulation
Albuquerque (NM) Tribune (2) E 27.2 30.0 32.4 34.7 35.5
Birmingham (AL) Post-Herald (2) E (3) 49.7 58.2 59.6 60.1 61.9
Bremerton (WA) Sun M (4) 36.2 35.9 38.2 39.6 38.6
Cincinnati (OH) Post (2) E (6) 81.3 87.4 90.9 95.1 98.5
Denver (CO) Rocky Mountain News M (7) 316.9 331.0 344.9 342.9 356.9
El Paso (TX) Herald Post (2) E 20.9 23.5 23.7 25.2 27.6
Evansville (IN) Courier (2) M 60.5 61.8 62.8 64.3 63.9
Knoxville (TN) News-Sentinel M 122.7 124.9 127.9 123.9 126.0
Memphis (TN) Commercial Appeal M 182.6 190.2 198.0 196.2 191.8
Monterey County (CA) Herald M 34.7 34.7 35.3 34.3 36.7
Naples (FL) Daily News M 48.4 47.8 45.2 44.1 42.0
Redding (CA) Record-Searchlight M (4) 35.2 37.7 37.1 38.4 38.6
San Luis Obispo (CA)
Telegram-Tribune M (4) 35.0 32.2 32.2 32.5 31.5
Stuart (FL) News M 35.1 36.3 34.7 33.1 30.9
Ventura County (CA) Star M (4) 94.7 96.3 102.9 99.6 97.8
Vero Beach (FL) Press Journal M (5) 33.3 32.9 32.2 31.5 30.8
Total Daily Circulation 1,214.4 1,260.8 1,298.0 1,295.5 1,309.0
Sunday Paid Circulation
Bremerton (WA) Sun 39.8 39.6 40.5 40.7 39.5
Denver (CO) Rocky Mountain News (7) 406.5 436.1 447.2 453.3 430.1
Evansville (IN) Courier 109.6 114.0 116.4 118.6 118.1
Knoxville (TN) News-Sentinel 167.6 174.8 177.9 183.5 182.9
Memphis (TN) Commercial Appeal 259.4 269.4 279.9 279.5 282.3
Monterey County (CA) Herald 39.1 38.1 39.1 35.1 38.2
Naples (FL) Daily News 61.5 61.4 58.4 57.4 54.8
Redding (CA) Record-Searchlight 38.2 39.9 40.3 40.7 40.9
Stuart (FL) News 44.1 44.4 43.1 40.6 37.5
Ventura County (CA) Star 102.8 104.0 108.8 106.2 105.4
Vero Beach (FL) Press Journal 35.7 35.3 34.5 33.8 33.0
Total Sunday Circulation 1,304.3 1,357.0 1,386.1 1,389.4 1,362.7
(1) Based on Audit Bureau of Circulation
Publisher's Statements ("Statements") for the
six-month periods ending September 30, except
figures for the Naples Daily News, the
Stuart News and the Vero Beach Press Journal
which are from the Statements for the twelve-month
periods ending September 30.
(2) This newspaper is published under a JOA with
another newspaper in its market. See "Joint
Operating Agencies."
(3) Moved to evening distribution in 1996.
(4) Redding moved from evening to morning
distribution in 1994. Bremerton, San Luis
Obispo, and the Thousand Oaks and Simi Valley
editions of the Ventura County newspaper moved to
morning distribution in 1995.
(5) Acquired in 1996.
(6) Includes circulation of The Kentucky Post.
(7) In 1996 the Company eliminated distribution
outside the newspaper's primary market area
("PMA"). Circulation within the PMA increased 4.8 %
daily and 2.8% Sunday in 1996.
Joint operating agency distributions represent the Company's share of
profits of newspapers managed by the other party to a joint operating
agency (see "Joint Operating Agencies"). Other newspaper operating
revenues include commercial printing.
Joint Operating Agencies - The Company is currently a party to newspaper
joint operating agencies ("JOAs") in five markets. A JOA combines all but
the editorial operations of two competing newspapers in a market in order
to reduce aggregate expenses and take advantage of economies of scale,
thereby allowing the continuing operation of both newspapers in that
market. The Newspaper Preservation Act of 1970 ("NPA") provides a limited
exemption from anti-trust laws, generally permitting the continuance of
JOAs in existence prior to the enactment of the NPA and the formation,
under certain circumstances, of new JOAs between newspapers. Except for
the Company's JOA in Cincinnati, all of the Company's JOAs were entered
into prior to the enactment of the NPA. From time to time the legality of
pre-NPA JOAs has been challenged on anti-trust grounds but no such
challenge has yet succeeded in the courts.
JOA revenues less JOA expenses, as defined in each JOA, equals JOA profits,
which are split between the parties to the JOA. In each case JOA expenses
exclude editorial expenses. The Company manages the JOA in Evansville and
receives approximately 80% of JOA profits. Each of the other four JOAs are
managed by the other party to the JOA. The Company receives approximately
20% to 40% of JOA profits for those JOAs.
The table below provides certain information about the Company's JOAs.
Year JOA Year of JOA
Newspaper Publisher of Other Newspaper Entered Into Expiration
Managed by the Company:
The Evansville Courier Hartmann Publications 1938 1998
Managed by Other Publisher:
The Albuquerque Tribune Journal Publishing Company 1933 2022
Birmingham Post-Herald Newhouse Newspapers 1950 2015
The Cincinnati Post Gannett Newspapers 1977 2007
El Paso Herald Post Gannett Newspapers 1936 2015
The JOAs generally provide for automatic renewal terms of ten years unless
an advance notice of termination ranging from two to five years is given by
either party. The Company has notified Hartmann Publications of its intent
to terminate the Evansville JOA.
Competition - The Company's newspapers compete for advertising revenues
primarily with other local media, including other local newspapers,
television and radio stations, cable television, telephone directories and
direct mail. Competition for advertising revenues is based upon audience
size and demographics, price and effectiveness. Changes in technology and
new media, such as electronic publications, may create additional
competitors for classified advertising revenue. Most of the Company's
newspapers publish electronic versions of the newspaper on the internet.
Newspapers compete with all other information and entertainment media for
consumers' discretionary time.
All of the Company's newspaper markets are highly competitive, particularly
Denver, the largest market in which the Company publishes a newspaper.
Newspaper Production - The Company's daily newspapers are printed using
offset or flexographic presses and use computer systems for writing,
editing and composing and producing the advertising and news material
printed in each edition.
Raw Materials and Labor Costs - The Company consumed approximately 190,000
metric tons of newsprint for the year ended December 31, 1996, unchanged
from 1995. The Company purchases newsprint from various suppliers, many of
which are Canadian. Management believes that the Company's sources of
supply of newsprint are adequate for its anticipated needs.
The price of newsprint generally declined from 1988 through August 1992.
Prices increased sharply from the first quarter of 1994 through the first
quarter of 1996. Newsprint prices generally declined from April of 1996
through the end of the year. Newsprint suppliers announced a 15% price
increase, to approximately $575 per metric ton, effective March 1, 1997.
As of early March 1997, management does not know whether the announced
increase will actually be billed, or, rather, resistance from buyers will
cause the newsprint suppliers to reduce or delay the increase. If the
announced increase were to hold, and there were no further price changes
through the end of 1997, the year-over-year cost of newsprint in 1997
would decrease approximately 4% (decrease 20% and 10% in the first and
second quarters, increase 3% and 20% in the third and fourth quarters).
Labor costs accounted for approximately 43% of the Company's newspaper
operating expenses in 1996 and in 1995. A substantial number of the
Company's newspaper employees are represented by labor unions. See
"Employees."
Broadcast Television
General - The Company's broadcast television segment consists of nine
network-affiliated television stations. The Company acquired or divested
the following broadcast operations in the five years ended December 31,
1996:
1993 - Divested radio stations and Memphis television station.
Revenues - The Company's broadcasting operating revenues for the five years
ended December 31, 1996, were as follows:
( in thousands )
1996 1995 1994 1993 1992
Local advertising $ 159,412 $ 150,489 $ 142,491 $ 130,603 $ 120,148
National advertising 127,172 125,476 122,668 114,558 109,204
Political advertising 19,505 3,207 14,291 1,344 8,836
Other 17,378 16,056 8,734 8,439 9,037
Total 323,467 295,228 288,184 254,944 247,225
Divested television and radio stations 29,350 30,062
Total broadcasting operating revenues $ 323,467 $ 295,228 $ 288,184 $ 284,294 $ 277,287
The Company's television operating revenues are derived primarily from the
sale of time to businesses for commercial messages that appear during
entertainment and news programming. Local and national advertising refer
to time purchased by local, regional and national businesses; political
refers to campaigns for elective office and campaigns for political issues.
The first and third quarters of each year generally have lower advertising
revenues than the second and fourth quarters. The increasing political
advertising in even-numbered years when congressional and presidential
elections occur make it increasingly difficult to achieve year-over-year
increases in operating results in odd-numbered years.
Other revenues primarily consist of network compensation (see "Network
Affiliation and Programming"). The new and extended network affiliation
agreements signed in 1994 and 1995 with ABC require increased network
compensation payments.
Information concerning the Company's stations and the markets in which they
operate is as follows:
Current
Expiration Affiliation Stations
Network of FCC Rank of Agreement in
Station and Market Affiliation License Market(1) Expires Market(3) 1996 1995 1994 1993 1992
WXYZ, Detroit, Ch. 7 ABC 1997 9 2004 6
Average Audience Share (2) 21 21 21 21 22
Station Rank in Market (3) 1 1 1 1 1
WEWS, Cleveland, Ch. 5 ABC 1997 13 2004 10
Average Audience Share (2) 19 19 20 20 21
Station Rank in Market (3) 1 1 1 1 1
WFTS, Tampa, Ch. 28 ABC (5) 1997 15 2004 10
Average Audience Share (2) 9 11 8 8 7
Station Rank in Market (3) 4 4 4 4 4
KNXV, Phoenix, Ch. 15 ABC (5) 1998 17 2004 11
Average Audience Share (2) 10 11 10 9 10
Station Rank in Market (3) 4 3 4 4 4
WMAR, Baltimore, Ch. 2 ABC (5) 2001 23 2005 6
Average Audience Share (2) 12 14 17 19 17
Station Rank in Market (3) 3 3 3 2 2
WCPO, Cincinnati, Ch. 9 ABC (4) 1997 30 2006 6
Average Audience Share (2) 18 17 19 21 22
Station Rank in Market (3) 1 1 1 1 1
KSHB, Kansas City, Ch. 41 NBC (5) 1998 32 2004 8
Average Audience Share (2) 10 11 11 10 11
Station Rank in Market (3) 4 4 4 4 4
WPTV, W. Palm Beach, Ch. 5 NBC 1997 44 2004 7
Average Audience Share (2) 20 21 20 24 23
Station Rank in Market (3) 1 1 1 1 1
KJRH, Tulsa, Ch. 2 NBC 1998 58 2004 8
Average Audience Share (2) 14 16 16 15 16
Station Rank in Market (3) 3 3 4 3 3
All market and audience data is based on November A.C. Nielsen
Company survey.
(1) Rank of Market represents the
relative size of the television
market in the United States.
(2) Represents the number of television
households tuned to a specific station
6 a.m. to 2 a.m., Sunday - Saturday,
as a percentage of total viewing households
in Area of Dominant Influence.
(3) Stations in Market does not include public
broadcasting stations, satellite stations,
or translators which rebroadcast signals
from distant stations. Station Rank in
Market is based on Average Audience Share
as described in (2).
(4) Affiliation changed to ABC in June 1996.
(5) Prior to January 1995 WFTS and KNXV were
FOX affiliates and WMAR was a NBC affiliate;
prior to September 1994 KSHB was a FOX affiliate.
Competition - The Company's television stations compete for advertising
revenues primarily with other local media, including other television
stations, radio stations, cable television, newspapers and direct mail.
Competition for advertising revenues is based upon audience size and
demographics, price and effectiveness. Television stations compete for
consumers' discretionary time with all other information and entertainment
media. Continuing technological advances will improve the capability of
alternative service providers such as traditional cable, "wireless" cable
and direct broadcast satellite television to offer video services in
competition with terrestrial broadcasting. The degree of competition from
such service providers, and from local telephone companies which are
pursuing efforts to enter this market, is expected to increase. The
Company intends to undertake upgrades in its services as may be permitted
by the Federal Communications Commission ("FCC") to maintain its
competitive posture. Such facility upgrades may require large capital
investments. Technological advances in interactive media services will
increase these competitive pressures.
Network Affiliation and Programming - The Company's television stations are
affiliated with national television networks. The networks offer a variety
of programs to affiliated stations, which have the right of first refusal
before such programming may be offered to other television stations in the
same market. Networks compensate affiliated stations for carrying network
programming.
In addition to network programs, the Company's television stations
broadcast locally produced programs, syndicated programs, sports events,
movies and public service programs. News is the focus of the Company's
locally produced programming. Advertising during local news programs
accounts for more than 30% of a station's revenues.
Federal Regulation of Broadcasting - Television broadcasting is subject to
the jurisdiction of the FCC pursuant to the Communications Act of 1934, as
amended ("Communications Act"). The Communications Act prohibits the
operation of television broadcasting stations except in accordance with a
license issued by the FCC and empowers the FCC to revoke, modify and renew
broadcasting licenses, approve the transfer of control of any corporation
holding such licenses, determine the location of stations, regulate the
equipment used by stations and adopt and enforce necessary regulations.
The Telecommunications Act of 1996 (the "1996 Act") significantly relaxed
the regulatory environment applicable to broadcasters.
Under the new legislation, television broadcast licenses may be granted for
a term of eight years, rather than five, and they remain renewable upon
request. While there can be no assurance regarding the renewal of the
Company's television broadcast licenses, the Company has never had a
license revoked, has never been denied a renewal and all previous renewals
have been for the maximum term. In January 1996 the FCC's staff granted
the application for renewal of the license for the Company's Phoenix
station that had been filed in 1993. The staff denied a petition to deny
that license filed by the League of United Latin American Citizens
("LULAC").
FCC regulations govern the multiple ownership of television stations and
other media. Under the multiple ownership rule, a license for a television
station will generally not be granted or renewed if (i) the applicant
already owns, operates, or controls a television station serving
substantially the same area, or (ii) the grant of the license would result
in the applicant's owning, operating, controlling, or having an interest
in, more than twelve television stations or in television stations whose
total national audience reach exceeds 25% of all television households.
The 1996 Act eliminated the twelve-station national cap and raised the
national household-percentage reach cap to 35%. The legislation also
directed the FCC to promptly reconsider its local multiple ownership limits
for television. The FCC rules also generally prohibit "cross-ownership" of
a television station and daily newspaper or cable television system in the
same service area. The Company's television station and daily newspaper in
Cincinnati were owned by the Company at the time the cross-ownership rules
were enacted and enjoy "grandfathered" status. These properties would
become subject to the cross-ownership rules upon their sale.
Under the Cable Television Consumer Protection and Competition Act of 1992
("1992 Act"), each television broadcast station gained "must-carry" rights
on any cable system defined as "local" with respect to that station.
Stations may waive their must-carry rights and instead negotiate
retransmission consent agreements with local cable companies. The
Company's stations have generally elected to negotiate retransmission
consent agreements with cable companies. A challenge to the validity of
the must-carry rules is pending before the United States Supreme Court.
Management believes the Company is in substantial compliance with all
applicable regulatory requirements.
Entertainment
General - The Company's entertainment segment includes United Media, Home &
Garden Television ("HGTV"; a 24-hour cable television network), Scripps
Howard Productions ("SHP"), Cinetel Productions ("Cinetel") and the
Company's equity interests in The Television Food Network and SportSouth,
both cable television networks. The Company's equity interest in The
Television Food Network was sold in May 1996.
HGTV began telecasting December 30, 1994. Cinetel was acquired on March
31, 1994. SHP began operations in 1993 and sold its first programs in
1995.
Revenues - The Company's entertainment revenues for the five years ended
December 31, 1996, were as follows:
( in thousands )
1996 1995 1994 1993 1992
Licensing $ 53,672 $ 49,366 $ 49,236 $ 55,083 $ 57,136
Newspaper feature distribution 20,695 18,915 17,998 18,814 19,013
Advertising 15,716 8,734
Subscriber fees 6,943 3,021
Program production 29,080 13,618 5,682 10,757 11,060
Other 1,424 1,098 557 87
Total entertainment operating revenues $ 127,530 $ 94,752 $ 73,473 $ 84,741 $ 87,209
The Company, under the trade name United Media, is a leading distributor of
news columns, comics and other features for the newspaper industry.
Included among these features is "Peanuts", one of the most successful
strips in the history of comic art. United Media sold its worldwide
"Garfield" and "U.S. Acres" copyrights in 1994. Program production
revenues prior to 1994 were primarily related to "Garfield" television
programming.
United Media owns and licenses worldwide copyrights relating to "Peanuts"
and other character properties for use on numerous products, including
plush toys, greeting cards and apparel, for promotional purposes and for
exhibit on television, video cassettes and other media. "Peanuts" provides
more than 80% of the Company's licensing revenues. Approximately 70% of
"Peanuts" licensing revenues are earned in international markets, with the
Japanese market providing two-thirds of international revenue. Licensing
revenues in 1996 benefited primarily from the growing popularity of
"Dilbert" in the U.S.
Merchandise, literary and exhibition licensing revenues are generally a
negotiated percentage of the licensee's sales. The Company generally
receives a fixed fee for the use of its copyrights for promotional and
advertising purposes. The Company generally pays a percentage of gross
syndication and licensing royalties to the creators of these properties.
HGTV features 24 hours of daily programming focusing on home repair and
remodeling, gardening, decorating and other activities associated with the
home. HGTV revenues are derived from the sale of advertising time and from
subscriber fees received from cable television and other distribution
systems that carry the network. Such fees are generally based on the
number of subscribers who receive HGTV.
HGTV programming is transmitted via satellite to cable television systems.
The HGTV audience also includes satellite dish owners.
SHP and Cinetel create, develop and produce television programming product
for domestic and international markets. Programs are developed and
produced internally and in collaboration with a number of independent
writers, producers and creative teams under production arrangements.
Generally, SHP and Cinetel license the initial telecast rights for programs
prior to commencing production. Initial license fees commonly approximate
the production costs of a program. Additional license fees may be pursued
from foreign, syndicated television, cable television and home video
markets. The ultimate profitability of the Company's programs is dependent
upon public taste, which is unpredictable and subject to change.
Competition - The Company's newspaper feature distribution operations
compete for a limited amount of newspaper space with other distributors of
news columns, comics and other features. Competition is primarily based on
price and popularity of the features. Popularity of licensed characters is
a primary factor in obtaining and renewing merchandise and promotional
licenses.
A number of other media companies operate cable television networks. HGTV
competes with these networks for carriage on cable television systems and
for advertiser support. Popularity of the programming with cable
television subscribers is a primary factor in obtaining and retaining
carriage by cable television operators and attracting advertising revenues.
Because of limited channel capacity, cable television system operators have
been able to demand incentive payments or equity interests in cable
television programming networks in exchange for carriage. In 1996 the
Company agreed to pay incentives of approximately $50,000,000 to certain
cable television system operators in exchange for long-term contracts to
carry HGTV. The amount of the incentives approximates the subscriber
revenues HGTV expects to receive over the terms of the contracts. However,
advertising revenue is expected to increase as HGTV's viewership increases.
At December 31, 1996, HGTV was telecast to 22 million homes, up 10 million
from December 31, 1995. Based on contractual commitments as of early March
1997, HGTV will be telecast to at least 29 million homes by December 31,
1997. Additional incentive payments may be required to obtain carriage on
additional cable television systems.
Management believes the popularity of HGTV, which consistently ranks among
the favorite channels of cable television subscribers, will enable the
Company to expand carriage of HGTV and to attract additional advertising
revenue.
The Company's program production operations compete with all forms of
entertainment. In addition to competing for market share with other
entertainment companies, the Company also competes to obtain creative
talents and story properties. A significant number of other companies
produce and/or distribute programs. Competition is primarily based on
price, quality of the programming and public taste.
Employees
As of December 31, 1996, the Company had approximately 6,800 full-time
employees, of whom approximately 4,900 were engaged in newspapers, 1,500 in
broadcasting and 300 in entertainment. Various labor unions represent
approximately 2,400 employees, primarily in newspapers. The present
operations of the Company have not experienced any work stoppages since
March 1985. The Company considers its relationship with employees to be
generally satisfactory.
ITEM 2. PROPERTIES
The properties used in the Company's newspaper operations generally include
business and editorial offices and printing plants.
The Company's television operations require offices and studios and other
real property for towers upon which broadcasting transmitters and antenna
equipment are located. Increased capital expenditures in 1994 and 1995 are
associated with more local news programming, primarily, in Kansas City,
Phoenix and Tampa. Ongoing advances in the technology for delivering video
signals to the home, such as "high definition television," may, in the
future, require a high level of capital expenditures in order to maintain
competitive position.
The Company's entertainment operations require offices and studios and
other real and personal property to produce programs. HGTV transmits
programming via leased satellite. HGTV and Cinetel operate from an 80,000
square-foot production facility in Knoxville.
Management believes the Company's present facilities are generally well-
maintained and are sufficient to serve its present needs.
ITEM 3. LEGAL PROCEEDINGS
The Company is involved in litigation arising in the ordinary course of
business, such as defamation actions and various governmental and
administrative proceedings primarily relating to renewal of broadcast
licenses, none of which is expected to result in material loss.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
A special meeting of shareholders was held November 5, 1996, to vote on the
Cable Transaction. Results of that vote were as follows:
In Favor Against Abstain Not Voting
Class A Common Shares 54,753,317 112,310 206,577 5,928,192
Common Voting Shares 19,310,873 0 0 159,509
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
MATTERS
The Company's Class A Common Shares are traded on the New York Stock
Exchange ("NYSE") under the symbol "SSP." There are approximately 4,900
owners of the Company's Class A Common Shares, based on security position
listings, and 27 owners of Company's Common Voting Shares (which does not
have a public market). The Company has declared cash dividends in every
year since its incorporation in 1922. Future dividends are, however,
subject to the Company's earnings, financial condition and capital
requirements.
The range of market prices of the Company's Class A Common Shares, which
represents the high and low sales prices for each full quarterly period,
and quarterly cash dividends, are as follows:
1st 2nd 3rd 4th
Quarter Quarter Quarter Quarter Total
1996
Market price of common stock:
High $43.500 $47.000 $47.500 $52.375
Low 38.125 40.625 40.750 32.750
Cash dividends per share of common stock $ .13 $ .13 $ .13 $ .13 $ .52
1995
Market price of common stock:
High $32.750 $32.375 $34.625 $40.625
Low 26.750 28.000 30.625 33.500
Cash dividends per share of common stock $ .11 $ .13 $ .13 $ .13 $ .50
On November 13, 1996, the Company completed the Cable Transaction. For
each share of the Company, shareholders received 1.15826 shares of Class A
Special Common Stock of Comcast Corporation with a value of $19.83, based
on Comcast's November 13, 1996, closing price of $17.125 on NASDAQ.
ITEM 6. SELECTED FINANCIAL DATA
The Selected Financial Data required by this item is filed as part of this
Form 10-K. See Index to Consolidated Financial Statement Information at
page F-1 of this Form 10-K.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATION
Management's Discussion and Analysis of Financial Condition and Results of
Operation required by this item is filed as part of this Form 10-K. See
Index to Consolidated Financial Statement Information at page F-1 of this
Form 10-K.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The Financial Statements and Supplementary Data required by this item is
filed as part of this Form 10-K. See Index to Consolidated Financial
Statement Information at page F-1 of this Form 10-K.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
AND FINANCIAL DISCLOSURE
Not applicable.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
Executive Officers
Executive officers serve at the pleasure of the Board of Directors.
Certain information about such officers appears in the table below.
Name Age Position
Lawrence A. Leser 61 Chairman of the Board of Directors (since
August 1994); Director (since 1977); Chief
Executive Officer (1985 to 1996); President
(1985 to August 1994)
William R. Burleigh 61 Chief Executive Officer (since May 1996);
President (since August 1994); Director (since
1990); Chief Operating Officer (1994 to 1996);
Executive Vice President (1990 to 1994); Senior
Vice President/Newspapers and Publishing (1985
to 1990)
Daniel J. Castellini 57 Senior Vice President/Finance and
Administration (since 1986)
Paul F. (Frank) Gardner 54 Senior Vice President/Television (since April
1993); Senior Vice President, News Programming,
Fox Broadcasting Company (1991 to 1993); Vice
President of Scripps Howard Broadcasting Company
and General Manager, WCPO Television, Cincinnati
(1988 to 1991)
Alan M. Horton 53 Senior Vice President/Newspapers (since May
1994); Vice President/Operations, Newspapers
(1991 to 1994); Editor, Naples Daily News
(1987 to 1992)
Craig C. Standen 54 Senior Vice President/Corporate Development
(since August 1994); Vice President/Marketing-
Advertising, Newspapers (1990 to 1994)
J. Robert Routt 42 Vice President and Controller (since 1985)
E. John Wolfzorn 51 Treasurer (since 1979)
M. Denise Kuprionis 40 Corporate Secretary (since 1987)
Gregory L. Ebel 41 Vice President/Human Resources (since 1994);
Senior Vice President, PNC Bank Ohio (1990 to
1994)
Richard A. Boehne 40 Vice President/Corporate Communications and
Investor Relations (since 1995); Director of
Corporate Communications and Investor Relations
(1989 to 1994)
Jeffrey J. Hively 43 Vice President/Newspaper Operations (since
May 1994); Director of Circulation (1992 to 1994);
Director of Corporate Development (1989 to 1992)
Daniel K. Thomasson 63 Vice President/News - Newspapers (since 1986)
James M. Hart 55 Vice President/Television (since May 1995);
President, Multimedia, Inc.'s broadcasting
division (1994 to 1995); Vice President and
General Manager WBIR, a Multimedia television
station (1981 to 1994)
John H. Allen, Jr. 42 Vice President/Information Systems (since
1990)
Neal F. Fondren 38 Vice President/New Media (since November
1996); Director Administration and Business
Development, Cable Division (1994 to 1996);
General Manager Northwest Georgia cable systems
(1990 to 1994)
Directors
The information required by Item 10 of Form 10-K relating to directors of
the Company is incorporated by reference to the material captioned
"Election of Directors" in the Company's definitive proxy statement for the
Annual Meeting of Shareholders ("Proxy Statement"). The Proxy Statement
will be filed with the Securities and Exchange Commission on or before
April 30, 1997.
ITEM 11. EXECUTIVE COMPENSATION
The information required by Item 11 of Form 10-K is incorporated by
reference to the material captioned "Executive Compensation" in the Proxy
Statement.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The information required by Item 12 of Form 10-K is incorporated by
reference to the material captioned "Security Ownership of Certain
Beneficial Owners and Management" in the Proxy Statement.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The information required by Item 13 of Form 10-K is incorporated by
reference to the material captioned "Certain Transactions" in the Proxy
Statement.
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
Financial Statements and Supplemental Schedules
(a) The consolidated financial statements of the Company are filed as
part of this Form 10-K. See Index to Consolidated Financial
Statement Information at page F-1.
The report of Deloitte & Touche LLP, Independent Auditors, dated
January 22, 1997, is filed as part of this Form 10-K. See Index to
Consolidated Financial Statement Information at page F-1.
(b) The consolidated supplemental schedules of the Company are filed as
part of this Form 10-K. See Index to Consolidated Financial
Statement Schedules at page S-1.
Exhibits
The information required by this item appears at page E-1 of this
Form 10-K.
Reports on Form 8-K
No reports on Form 8-K were filed in the fourth quarter of 1996. On
November 1, 1996, financial statements for Scripps Cable for the quarter
and nine months ended September 30, 1996, were filed as Amendment Number
7 to The E. W. Scripps Company's Current Report on Form 8-K dated
December 28, 1995, and on November 18, 1996, completion of the Cable
Transaction was reported in Amendment Number 8 to The E. W. Scripps
Company's Current Report on Form 8-K dated December 28, 1995.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities and
Exchange Act of 1934 the Registrant has duly caused this report to be
signed on its behalf by the undersigned, thereunto duly authorized, on
March 12, 1997.
THE E. W. SCRIPPS COMPANY
By/s/ William R. Burleigh
William R. Burleigh
President and Chief
Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
Registrant in the capacities indicated, on March 12, 1997.
Signature Title
/s/ Lawrence A. Leser Chairman of the Board
Lawrence A. Leser
/s/ William R. Burleigh President, Chief Executive
William R. Burleigh Officer and Director
(Principal Executive Officer)
/s/ Daniel J. Castellini Senior Vice President/Finance
Daniel J. Castellini and Administration
(Principal Financial and
Accounting Officer)
/s/ Charles E. Scripps Chairman of the Executive
Charles E. Scripps Committee of the Board of
Directors
/s/ John H. Burlingame Director
John H. Burlingame
/s/ Daniel J. Meyer Director
Daniel J. Meyer
/s/ Nicholas B. Paumgarten Director
Nicholas B. Paumgarten
/s/ Paul K. Scripps Director
Paul K. Scripps
/s/ Robert P. Scripps Director
Robert P. Scripps
/s/ Ronald W. Tysoe Director
Ronald W. Tysoe
THE E. W. SCRIPPS COMPANY
INDEX TO CONSOLIDATED FINANCIAL STATEMENT INFORMATION
Item No. Page
1. Selected Financial Data F-2
2. Management's Discussion and Analysis of Financial
Condition and Results of Operation
Consolidated Results of Continuing Operations F-4
Newspapers F-7
Broadcast Television F-8
Entertainment F-9
Liquidity and Capital Resources F-10
3. Independent Auditors' Report F-11
4. Consolidated Balance Sheets F-12
5. Consolidated Statements of Income F-14
6. Consolidated Statements of Cash Flows F-15
7 Consolidated Statements of Stockholders' Equity F-16
8. Notes to Consolidated Financial Statements F-17
SELECTED FINANCIAL DATA
( in millions, except share data )
1996 (1) 1995 (1) 1994 (1) 1993 (1) 1992 (1)
Summary of Operations
Operating Revenues:
Newspapers $ 670.9 $ 640.1 $ 599.2 $ 548.2 $ 504.8
Broadcast television 323.5 295.2 288.2 254.9 247.2
Entertainment 127.5 94.8 73.5 84.7 87.2
Total 1,121.9 1,030.1 960.9 887.9 839.3
Divested operating units (2) 0.3 3.7 57.4 178.1
Total operating revenues $ 1,121.9 $ 1,030.4 $ 964.6 $ 945.2 $ 1,017.4
Operating Income (Loss):
Newspapers $ 138.2 $ 125.6 $ 119.8 $ 76.7 $ 88.7
Broadcast television 100.4 86.9 94.5 69.1 61.6
Entertainment (9.9) (11.8) (4.7) 4.1 7.7
Corporate (18.5) (16.8) (15.5) (13.6) (15.0)
Total 210.3 183.9 194.1 136.3 143.1
Divested operating units (2) (0.4) (2.8) (2.6) 6.6 (14.6)
Unusual items (3) (4.0) (7.9) (0.9)
Total operating income 205.9 181.2 183.6 142.0 128.5
Interest expense (9.6) (11.2) (16.3) (26.4) (33.8)
Net gains on divested operating units (1) 91.9 78.0
Gain on sale of Garfield copyrights (4) 31.6
Other unusual credits (charges) (5) 21.5 (16.9) 2.5 (3.5)
Miscellaneous, net 1.8 1.5 (0.9) (2.4) (3.6)
Income taxes (6) (86.0) (74.5) (80.4) (86.4) (65.1)
Minority interests (3.4) (3.3) (7.8) (16.2) (9.1)
Income from continuing operations $ 130.1 $ 93.6 $ 92.8 $ 104.9 $ 91.4
Share Data
Income from continuing operations $1.62 $1.17 $1.22 $1.41 $1.22
Adjusted income from continuing operations
(excluding unusual items and net gains) $1.41 $1.17 $1.25 $ .72 $ .80
Dividends $ .52 $ .50 $ .44 $ .44 $ .40
Other Financial Data
EBITDA(8) - excluding divested operating units(2) and unusual items (3):
Newspapers $ 176.9 $ 162.1 $ 154.9 $ 114.1 $ 122.8
Broadcast television 126.2 113.0 115.8 89.5 81.6
Entertainment (6.1) (8.6) (3.0) 5.1 8.5
Corporate (17.4) (15.9) (14.8) (13.0) (13.4)
Total 279.6 250.5 253.0 195.6 199.6
Depreciation and amortization of intangible assets 69.4 66.6 58.9 60.8 64.3
Net cash provided by continuing operations 176.2 113.8 170.2 142.0 127.0
Investing activity:
Capital expenditures (53.3) (57.3) (54.0) (36.8) (86.9)
Other (investing)/divesting activity, net 7.3 (30.9) 18.9 105.4 21.9
Total assets 1,463.6 1,349.7 1,286.7 1,255.1 1,286.6
Long-term debt (including current portion) (7) 121.8 80.9 110.4 247.9 441.9
Stockholders' equity (7) 944.6 1,191.4 1,083.5 859.6 733.1
Long-term debt % of total capitalization (7) 11% 6% 9% 22% 38%
Note: Certain amounts may not foot as each is rounded independently.
Notes to Selected Financial Data
The income statement and cash flow data for the five years ended December
31, 1996 and the balance sheet data as of the same dates have been derived
from the audited consolidated financial statements of the Company. The
data should be read in conjunction with "Management's Discussion and
Analysis of Financial Condition and Results of Operation" and the
consolidated financial statements and notes thereto included elsewhere
herein. The Company's cable television systems ("Scripps Cable") were
acquired by Comcast Corporation ("Comcast") on November 13, 1996 ("Cable
Transaction") through a merger whereby the Company's shareholders received,
tax-free, a total of 93 million shares of Comcast's Class A Special Common
Stock. The aggregate market value of the Comcast shares was $1.593 billion
and the net book value of Scripps Cable was $356 million, yielding an
economic gain of $1.237 billion to the Company's shareholders. Unless
otherwise noted, the data excludes the cable television segment, which is
reported as a discontinued business operation.
(1) In the periods presented the Company acquired and divested the
following:
Acquisitions
1996 - Vero Beach Press Journal.
1994 - The remaining 13.9% minority interest in Scripps Howard
Broadcasting Company ("SHB") in exchange for 4,952,659 Class A
Common Shares. Cinetel Productions (an independent producer of
programs for cable television).
1993 - Remaining 2.7% minority interest in the Knoxville News-
Sentinel and 5.7% of the outstanding shares of SHB.
1992 - Three daily newspapers in California (including The Monterey
County Herald in connection with the sale of The Pittsburgh
Press).
Divestitures
1996 - Equity interest in The Television Food Network. No material
gain or loss was realized as proceeds approximated the book
value of the net assets sold.
1995 - Watsonville, California, daily newspaper. No material gain or
loss was realized as proceeds approximated the book value of
net assets sold.
1993 - Book publishing; newspapers in Tulare, California, and San
Juan; Memphis television station; radio stations. The
divestitures resulted in net pre-tax gains of $91.9 million,
increasing income from continuing operations $46.8 million,
$.63 per share.
1992 - The Pittsburgh Press; TV Data; certain other investments. The
divestitures resulted in net pre-tax gains of $78.0 million,
increasing income from continuing operations $45.6 million,
$.61 per share.
(2) Noncable television operating units sold prior to December 31, 1996.
(3) Total operating income included the following:
1996 - A $4.0 million charge for the Company's share of certain costs
associated with restructuring portions of the distribution
system of the Cincinnati joint operating agency. The charge
reduced income from continuing operations $2.6 million,
$.03 per share.
1994 - A $7.9 million loss on program rights expected to be sold as a
result of changes in television network affiliations. The loss
reduced income from continuing operations $4.9 million, $.07 per
share.
1993 - A change in estimate of disputed music license fees increased
operating income $4.3 million; a gain on the sale of certain
publishing equipment increased operating income $1.1 million; a
charge for workforce reductions at 1) the Company's Denver
newspaper and 2) the newspaper feature distribution and the
licensing operations of United Media decreased operating
income $6.3 million. The planned workforce reductions were
fully implemented in 1994. These items totaled $0.9 million
and reduced income from continuing operations $0.6 million,
$.01 per share.
1992 - Operating losses of $32.7 million during the Pittsburgh Press
strike (reported in divested operating units) reduced income from
continuing operations $20.2 million, $.27 per share.
(4) In 1994 the Company sold its worldwide Garfield and U.S. Acres
copyrights. The sale resulted in a pre-tax gain of $31.6 million, $17.4
million after-tax, $.23 per share.
(5) Other unusual credits (charges) included the following:
1996 - A $40.0 million gain on the Company's investment in Turner
Broadcasting Systems when Turner was merged into Time Warner; $3.0
million write-off of an investment in Patient Education Media, Inc.;
and $15.5 million contribution to a charitable foundation. These
items totaled $21.5 million and increased income from continuing
operations by $19.1 million, $.23 per share.
1994 - An estimated $2.8 million loss on real estate expected to be
sold as a result of changes in television network affiliations;
$8.0 million contribution to a charitable foundation; and $6.1
million accrual for lawsuits associated with a divested operating
unit. These items totaled $16.9 million and reduced income from
continuing operations $9.8 million, $.13 per share.
1993 - A $2.5 million fee received in connection with the change in
ownership of the Ogden, Utah, newspaper. Income from continuing
operations was increased $1.6 million, $.02 per share.
1992 - Write-downs of real estate and investments totaling $3.5
million. Income from continuing operations was reduced $2.3
million, $.03 per share.
(6) The provision for income taxes is affected by the following unusual
items:
1994 - A change in estimated tax liability for prior years increased
the tax provision, reducing income from continuing operations
$5.3 million, $.07 per share.
1993 - A change in estimated tax liability for prior years decreased
the tax provision, increasing income from continuing operations
$5.4 million, $.07 per share; the effect of the increase in the
federal income tax rate to 35% from 34% on the beginning of the
year deferred tax liabilities increased the tax provision,
reducing income from continuing operations $2.3 million,
$.03 per share.
1992 - A change in estimated tax liability for prior years decreased
the tax provision, increasing income from continuing operations
$8.4 million, $.11 per share.
(7) Includes effect of discontinued cable television operations prior to
completion of the Cable Transaction.
(8) EBITDA is defined as earnings before interest, income taxes,
depreciation and amortization (see page F-5).
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATION
The E. W. Scripps Company ("Company") publishes daily newspapers in 16
markets, operates television stations in nine markets, and its
entertainment division consists of Home & Garden Television ("HGTV"; a 24-
hour cable television network), comic character licensing and television
program production.
The Company's cable television systems ("Scripps Cable") were acquired by
Comcast Corporation ("Comcast") on November 13, 1996 ("Cable Transaction")
through a merger whereby the Company's shareholders received, tax-free, a
total of 93 million shares of Comcast's Class A Special Common Stock. The
aggregate market value of the Comcast shares was $1,593,000,000 ($19.83 per
share of the Company) and the net book value of Scripps Cable was
$356,000,000, yielding an economic gain of $1,237,000,000 to the Company's
shareholders. The operating results of Scripps Cable are excluded from
management's discussion and analysis of financial condition and results of
operation as management believes it is not relevant to an understanding of
the Company's continuing operations.
Consolidated results of continuing operations were as follows:
( in thousands, except per share data )
For the years ended December 31,
1996 Change 1995 Change 1994
Operating revenues:
Newspapers $ 670,861 4.8 % $ 640,104 6.8 % $ 599,222
Broadcast television 323,467 9.6 % 295,228 2.4 % 288,184
Entertainment 127,530 34.6 % 94,752 29.0 % 73,473
Total 1,121,858 8.9 % 1,030,084 7.2 % 960,879
Divested operating units 294 3,716
Total operating revenues $ 1,121,858 8.9 % $ 1,030,378 6.8 % $ 964,595
Operating income:
Newspapers $ 138,192 10.0 % $ 125,614 4.9 % $ 119,759
Broadcast television 100,437 15.5 % 86,927 (8.1)% 94,540
Entertainment (9,889) (11,846) (4,732)
Corporate (18,471) (10.1)% (16,772) (8.4)% (15,471)
Total 210,269 14.3 % 183,923 (5.2)% 194,096
Divested operating units (418) (2,767) (2,571)
Unusual items (4,000) (7,915)
Total operating income 205,851 13.6 % 181,156 (1.3)% 183,610
Interest expense (9,629) (11,223) (16,274)
Net gains and unusual items 21,531 14,651
Miscellaneous, net 1,834 1,535 (917)
Income taxes (86,011) (74,532) (80,441)
Minority interest (3,436) (3,347) (7,833)
Income from continuing operations $ 130,140 39.1 % $ 93,589 0.9 % $ 92,796
Per share of common stock:
Income from continuing operations $ 1.62 38.5 % $ 1.17 (4.1)% $ 1.22
Adjusted income from continuing operations
(excluding unusual items and net gains) $ 1.41 20.5 % $ 1.17 (6.4)% $ 1.25
( in thousands )
For the years ended December 31,
1996 Change 1995 Change 1994
Other Financial and Statistical Data - excluding divested
operating units and unusual items
Total advertising revenues $ 822,758 7.8 % $ 763,477 6.4 % $ 717,456
Advertising revenues as a percentage of total revenues 73.3 % 74.1 % 74.7 %
EBITDA:
Newspapers $ 176,851 9.1 % $ 162,084 4.6 % $ 154,917
Broadcast television 126,225 11.7 % 112,956 (2.5)% 115,829
Entertainment (6,058) (8,642) (2,993)
Corporate (17,372) (9.3)% (15,888) (7.2)% (14,820)
Total $ 279,646 11.6 % $ 250,510 (1.0)% $ 252,933
Effective income tax rate 39.2 % 43.5 % 44.4 %
Weighted-average shares outstanding 80,401 0.6 % 79,956 4.9 % 76,246
Total capital expenditures $ 53,300 (7.0)% $ 57,300 6.2 % $ 53,951
Earnings before interest, income taxes, depreciation and amortization
("EBITDA") is included in the discussion of segment results because:
Changes in depreciation and amortization are often unrelated to
current performance. Management believes the year-over-year change in
EBITDA is a more useful measure of year-over-year performance than the
change in operating income because, combined with information on
capital spending plans, it is a more reliable indicator of results
that may be expected in future periods.
Banks and other lenders use EBITDA to determine the Company's
borrowing capacity.
Financial analysts use EBITDA, combined with capital spending
requirements, to value communications media companies.
Acquisitions of communications media businesses are based on multiples
of EBITDA.
EBITDA should not, however, be construed as an alternative measure of the
amount of the Company's income or cash flows from operating activities as
EBITDA excludes significant costs of doing business.
EBITDA for HGTV was ($17,600,000) in 1996, ($16,100,000) in 1995 and
($7,700,000) in 1994. Operating losses totaled $19,200,000, $11,900,000
after-tax, $.15 per share in 1996; $17,200,000, $10,600,000 after-tax, $.13
per share in 1995; and $7,700,000, $4,500,000 after-tax, $.06 per share in
1994.
The average balance of outstanding debt increased $10,900,000 in 1996 and
decreased $69,900,000 in 1995 and $202,000,000 in 1994. Lower average
interest rates led to the decrease in interest expense in 1996.
The effective income tax rate in 1996 and in 1994 was affected by
contributions to a charitable foundation described on the following page.
The effective income tax rate in 1994 was also affected by the changes in
estimate of the tax liability for prior years described on the following
page. The effective income tax rate in 1997 is expected to be
approximately 42%.
In 1996 the Company acquired the Vero Beach, Florida, Press Journal for
$20,073,000 in cash and $100,000,000 in notes issued to the seller. In
1994 the Company acquired the remaining 13.9% minority interest in Scripps
Howard Broadcasting Company ("SHB") in exchange for 4,952,659 Class A
Common Shares.
The Company divested the following operations:
1996 - Equity interest in The Television Food Network, a cable
programming network (no material gain or loss was realized as proceeds
approximated the book value of the net assets sold).
1995 - Newspaper in Watsonville, California (no material gain or loss
was realized as proceeds approximated the book value of the net assets
sold).
The business units referred to above are hereinafter referred to as the
"Divested Operating Units."
Net gains and unusual items affecting the comparability of the Company's
results of operations include the following:
1996 - The Company incurred an unusual operating charge of approximately
$4,000,000, $2,600,000 after tax, $.03 per share, the Company's share
of certain costs associated with restructuring portions of the
distribution system of the Cincinnati joint operating agency.
The Company recognized net gains that increased income from continuing
operations by $24,300,000, $.30 per share. A pre-tax gain of
$40,000,000 was recognized on the Company's investment in Turner
Broadcasting Systems when Turner was merged into Time Warner, and
a $3,000,000 investment in Patient Education Media, Inc. was written off.
The Company contributed 375,000 shares of Time Warner stock to Scripps
Howard Foundation, a private charitable foundation. The contribution
reduced pre-tax income by $15,500,000 and income from continuing
operations by $5,200,000, $.07 per share.
1994 - The Company sold its worldwide Garfield and U.S. Acres
copyrights. The sale resulted in a pre-tax gain of $31,600,000,
$17,400,000 after tax, $.23 per share.
The Company's three television stations that had been Fox affiliates
changed their network affiliation. In connection with the change the
Company recorded 1) an operating loss of $7,900,000 for the
anticipated sale of certain program rights and 2) a loss of $2,800,000
in "Net gains and unusual items" for the anticipated sale of certain
real estate. These losses reduced income from continuing operations
by $6,600,000, $.09 per share.
The Company contributed 589,165 shares of Turner Broadcasting Class B
common stock to Scripps Howard Foundation. The contribution reduced
pre-tax income by $8,000,000 and income from continuing operations by
$4,500,000, $.06 per share.
Management changed its estimate of the tax liability for prior years
as a result of an audit by the Internal Revenue Service. The
adjustment decreased income from continuing operations by $5,300,000,
$.07 per share (see Note 4).
Estimated costs to defend and settle lawsuits filed by certain former
employees and independent contractors of a divested operating unit
reduced income from continuing operations by $3,600,000, $.05 per
share (see Note 12).
Operating results, excluding the Divested Operating Units and unusual items
described above, for each of the Company's business segments are presented
on the following pages. The effects of the foregoing unusual items and the
Divested Operating Units are excluded from the segment operating results
because management believes they are not relevant to understanding the
Company's continuing operations.
NEWSPAPERS - Operating results for the newspaper segment, excluding a
Divested Operating Unit and an unusual item, were as follows:
( in thousands )
For the years ended December 31,
1996 Change 1995 Change 1994
Operating revenues:
Local $ 207,423 5.2 % $ 197,235 3.7 % $ 190,147
Classified 192,702 7.2 % 179,694 11.0 % 161,835
National 19,062 16.6 % 16,354 4.9 % 15,595
Preprint 67,193 (2.1)% 68,645 8.8 % 63,103
Newspaper advertising 486,380 5.3 % 461,928 7.3 % 430,680
Circulation 130,092 3.8 % 125,304 7.9 % 116,117
Joint operating agency distributions 43,279 (1.3)% 43,863 (0.7)% 44,151
Other 11,110 23.3 % 9,009 8.9 % 8,274
Total operating revenues 670,861 4.8 % 640,104 6.8 % 599,222
Operating expenses:
Employee compensation and benefits 226,413 3.0 % 219,811 0.9 % 217,806
Newsprint and ink 123,390 (0.1)% 123,554 31.7 % 93,815
Other 144,207 7.1 % 134,655 1.5 % 132,684
Depreciation and amortization 38,659 6.0 % 36,470 3.7 % 35,158
Total operating expenses 532,669 3.5 % 514,490 7.3 % 479,463
Operating income $ 138,192 10.0 % $ 125,614 4.9 % $ 119,759
Other Financial and Statistical Data:
EBITDA $ 176,851 9.1 % $ 162,084 4.6 % $ 154,917
Percent of operating revenues:
Operating income 20.6 % 19.6 % 20.0 %
EBITDA 26.4 % 25.3 % 25.9 %
Capital expenditures $ 25,653 15.6 % $ 22,184 4.5 % $ 21,225
Advertising inches:
Local 7,139 4.2 % 6,853 (1.3)% 6,941
Classified 6,765 5.0 % 6,443 (2.0)% 6,576
National 406 17.7 % 345 8.2 % 319
Total full run ROP 14,310 4.9 % 13,641 (1.4)% 13,836
The Vero Beach newspaper, acquired on May 9, 1996, accounted for one-third
of the 1996 increase in advertising revenue and nearly all of the increase
in advertising inches. Advertising revenue in 1995 increased primarily due
to higher advertising rates. The 1995 increase in circulation revenue is
due to price increases at certain of the Company's newspapers.
The price of newsprint generally declined from 1988 through August 1992.
Prices increased sharply from the first quarter of 1994 through the first
quarter of 1996. Newsprint prices generally declined from April of 1996
through the end of the year. The changes in the price of newsprint are
the primary causes of the year-over-year changes in newsprint and ink
expense. Newsprint suppliers announced a 15% price increase, to
approximately $575 per metric ton, effective March 1, 1997. As of early
March 1997, management does not know whether the announced increase will
actually be billed, or, rather, resistance from buyers will cause the
newsprint suppliers to reduce or delay the increase. If the announced
increase were to hold, and there were no further price changes through
the end of 1997, the year-over-year cost of newsprint in 1997 would
decrease approximately 4% (decrease 20% and 10% in the first and second
quarters, increase 3% and 20% in the third and fourth quarters).
Depreciation and amortization increased due to the Vero Beach acquisition.
Capital expenditures in 1997 are expected to be approximately $33,000,000
and depreciation and amortization is expected to increase approximately
13%. See "Liquidity and Capital Resources."
BROADCAST TELEVISION - Operating results for the broadcast television
segment, excluding an unusual item, were as follows:
( in thousands )
For the years ended December 31,
1996 Change 1995 Change 1994
Operating revenues:
Local $ 159,412 5.9 % $ 150,489 5.6 % $ 142,491
National 127,172 1.4 % 125,476 2.3 % 122,668
Political 19,505 3,207 14,291
Other 17,378 8.2 % 16,056 83.8 % 8,734
Total operating revenues 323,467 9.6 % 295,228 2.4 % 288,184
Operating expenses:
Employee compensation and benefits 98,099 9.5 % 89,570 17.0 % 76,535
Program and copyright costs 48,049 4.1 % 46,138 (12.3)% 52,589
Other 51,094 9.7 % 46,564 7.7 % 43,231
Depreciation and amortization 25,788 (0.9)% 26,029 22.3 % 21,289
Total operating expenses 223,030 7.1 % 208,301 7.6 % 193,644
Operating income $ 100,437 15.5 % $ 86,927 (8.1)% $ 94,540
Other Financial and Statistical Data:
EBITDA $ 126,225 11.7 % $ 112,956 (2.5)% $ 115,829
Percent of operating revenues:
Operating income 31.1 % 29.4 % 32.8 %
EBITDA 39.0 % 38.3 % 40.2 %
Capital expenditures $ 23,491 (0.6)% $ 23,630 0.4 % $ 23,532
Political advertising increased from $8,800,000 in 1992 to $19,500,000 in
1996. The increasing political advertising in even-numbered years when
congressional and presidential elections occur make it increasingly
difficult to achieve year-over-year increases in operating results in odd-
numbered years.
The increase in other revenue in 1995 is primarily due to the new and
extended affiliation agreements with ABC. The increase in employee costs
and other operating expenses in 1996 and in 1995, and depreciation and
amortization in 1995, is due primarily to the Company's expanded schedules
of local news programs at the former Fox affiliates. Depreciation and
amortization also increased in 1995 as a result of the acquisition of the
remaining minority interest in SHB. The decrease in program rights expense
in 1995 is due to the availability of more network programming at the
former Fox affiliates. Program costs in 1996 include a $1,500,000 charge
for the unrecoverable cost of syndicated programming held by several
stations.
In 1996 the Company changed its Cincinnati television station's network
affiliation to ABC from CBS. In 1995 the Company changed its Baltimore
station's affiliation to ABC from NBC. In 1994 the Company negotiated 10-
year affiliation agreements with ABC to replace Fox affiliations at its
Phoenix and Tampa stations and changed its Kansas City station's
affiliation from Fox to NBC.
Capital expenditures in 1997 are expected to be approximately $25,000,000.
See "Liquidity and Capital Resources." Depreciation and amortization in
1997 is expected to decrease slightly.
ENTERTAINMENT - Operating results for the entertainment segment, excluding
a Divested Operating Unit, were as follows:
( in thousands )
For the years ended December 31,
1996 Change 1995 Change 1994
Operating revenues:
Licensing $ 53,672 8.7 % $ 49,366 0.3 % $ 49,236
Newspaper feature distribution 20,695 9.4 % 18,915 5.1 % 17,998
Advertising 15,716 79.9 % 8,734
Subscriber fees 6,943 3,021
Program production 29,080 13,618 5,682
Other 1,424 1,098 557
Total operating revenues 127,530 34.6 % 94,752 29.0 % 73,473
Operating expenses:
Employee compensation and benefits 23,448 19.6 % 19,605 39.6 % 14,040
Artists' royalties 37,679 11.8 % 33,708 (2.8)% 34,668
Programming and production costs 40,941 19,858 4,373
Other 31,520 4.3 % 30,223 29.2 % 23,385
Depreciation and amortization 3,831 19.6 % 3,204 84.2 % 1,739
Total operating expenses 137,419 28.9 % 106,598 36.3 % 78,205
Operating income (loss) $ (9,889) $ (11,846) $ (4,732)
Other Financial and Statistical Data:
EBITDA $ (6,058) $ (8,642) $ (2,993)
Capital expenditures $ 3,430 (64.2)% $ 9,574 19.8 % $ 7,989
Licensing revenues benefited primarily from the growing popularity of
"Dilbert" in the U.S. The Company signed several long-term licensing and
book publishing agreements for "Dilbert" in 1996. The strength of
"Peanuts" in international markets, primarily Japan, was largely offset by
the strength of the U.S. dollar. Total international licensing revenues
were flat in 1996 after increasing 14% in 1995. Japanese licensing
revenues increased 18% in local currency in 1996 after decreasing 8% in
1995.
Program production revenues are subject to substantial fluctuation due to
the timing of completion and delivery of programs. Scripps Howard
Productions completed and delivered eight hours of programming in 1996 and
delivered its first five hours of programming in 1995.
The increase in advertising and subscriber fee revenues is due to the
growth of HGTV. Operating losses for HGTV totaled $19,200,000 in 1996,
$17,200,000 in 1995 and $7,700,000 in 1994. EBITDA was ($17,600,000) in
1996, ($16,100,000) in 1995 and ($7,700,000) in 1994.
In 1996 the Company agreed to pay incentives of approximately $50,000,000
to certain cable television system operators in exchange for long-term
contracts to carry HGTV. The amount of the incentives approximates
the subscriber revenues HGTV expects to receive over the terms
of the contracts. However, advertising revenue is expected to increase as
HGTV's viewership increases. The costs of the incentives are amortized
based upon the percentage of the current period's subscriber revenues to
estimated total subscriber revenue over the terms of the contracts.
Amortization of such subscriber acquisition costs is expected to total
$7,000,000 in 1997.
At December 31, 1996, HGTV was telecast to 22 million homes, up 10 million
from December 31, 1995. Based on contractual commitments as of early March
1997, HGTV will be telecast to at least 29 million homes by December 31,
1997. Additional incentive payments may be required to obtain carriage on
additional cable television systems.
From time-to-time the Company uses foreign currency forward and option
contracts to hedge cash flow exposures denominated in Japanese yen. The
contracts reduce the risk of changes in the exchange rate on the Company's
anticipated net licensing receipts (licensing royalties less amounts due
creators of the properties and certain direct expenses) for the following
year. The maturity of the contracts coincide with the quarterly payment of
licensing royalties. The Company does not hold foreign currency contracts
for trading purposes and does not hold leveraged contracts. Information
about the Company's foreign currency contracts, which require the Company
to sell yen at a specified rate, at December 31, 1996, was as follows:
Maturity Contract Exchange US Dollar
Date Amount (in yen) Rate Equivalent
2/18/97 151,635,000 101.09 1,500,000
5/15/97 150,345,000 100.23 1,500,000
8/15/97 160,440,000 106.96 1,500,000
Capital expenditures in 1995 and 1994 primarily relate to the start-up of
HGTV. Capital expenditures in 1997 are expected to be approximately
$6,000,000 and depreciation and amortization is expected to increase
approximately 20%.
LIQUIDITY AND CAPITAL RESOURCES
The Company generates significant cash flow from operating activities,
primarily from its newspaper and broadcast television operations. There
are no significant legal or other restrictions on the transfer of funds
among the Company's business segments. Cash flows provided by the
operating activities of the newspaper and broadcast television segments in
excess of the capital expenditures of those segments are used to invest in
the entertainment segment and to fund corporate expenses. Management
expects total cash flow from continuing operating activities in 1997 will
be sufficient to meet the Company's expected total capital expenditures,
required debt payments and dividend payments.
Cash flow provided by continuing operating activities was $176,000,000 in
1996 compared to $114,000,000 in 1995 and $170,000,000 in 1994. Payment of
income taxes related to the settlement with the Internal Revenue Service of
the audits of the 1985 through 1987 federal income tax returns was the
primary cause of the decrease in 1995. The 1996 increase was primarily due
to improvement in EBITDA.
Net debt (borrowings less cash equivalent and other short-term investments)
increased $78,100,000 to $119,000,000 at December 31, 1996. The Vero Beach
newspaper acquisition caused the increase. At December 31, 1996, net debt
was 11% of total capitalization. Management believes the Company's cash
and cash equivalents, short-term investments and substantial borrowing
capacity, taken together, provide adequate resources to fund the capital
expenditures and future expansion of existing businesses and the
development or acquisition of new businesses.
INDEPENDENT AUDITORS' REPORT
To the Board of Directors and Stockholders,
The E. W. Scripps Company:
We have audited the accompanying consolidated balance sheets of The E. W.
Scripps Company and subsidiary companies ("Company") as of December 31,
1996 and 1995, and the related consolidated statements of income,
stockholders' equity, and cash flows for each of the three years in the
period ended December 31, 1996. Our audits also included the financial
statement schedule listed in the Index at Item S-1. These financial
statements and financial statement schedule are the responsibility of the
Company's management. Our responsibility is to express an opinion on the
financial statements and financial statement schedule based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles
used and significant estimates made by management, as well as evaluating
the overall financial statement presentation. We believe that our audits
provide a reasonable basis for our opinion.
In our opinion, such consolidated financial statements present fairly, in
all material respects, the financial position of the Company at December
31, 1996 and 1995, and the results of its operations and cash flows for
each of the three years in the period ended December 31, 1996 in conformity
with generally accepted accounting principles. Also, in our opinion, such
financial statement schedule, when considered in relation to the basic
consolidated financial statements taken as a whole, presents fairly in all
material respects the information set forth therein.
DELOITTE & TOUCHE LLP
Cincinnati, Ohio
January 22, 1997
CONSOLIDATED BALANCE SHEETS
( in thousands )
As of December 31,
1996 1995
ASSETS
Current Assets:
Cash and cash equivalents $ 10,145 $ 30,021
Short-term investments 2,700 25,013
Accounts and notes receivable (less allowances - 1996, $3,974; 1995, $3,447) 182,687 166,867
Program rights and production costs 44,639 52,402
Inventories 11,753 11,459
Deferred income taxes 24,897 21,694
Miscellaneous 32,203 26,789
Total current assets 309,024 334,245
Net Assets of Discontinued Operation - Scripps Cable 305,838
Investments 40,580 53,186
Property, Plant and Equipment 430,703 425,959
Goodwill and Other Intangible Assets 590,452 495,773
Other Assets:
Program rights and production costs (less current portion) 35,281 26,829
Subscriber acquisition costs (less current portion) 38,337 2,506
Miscellaneous 19,236 11,216
Total other assets 92,854 40,551
TOTAL ASSETS $ 1,463,613 $ 1,655,552
See notes to consolidated financial statements.
CONSOLIDATED BALANCE SHEETS
( in thousands, except share data )
As of December 31,
1996 1995
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Current portion of long-term debt $ 90,040 $ 78,698
Accounts payable 88,574 78,538
Customer deposits and unearned revenue 30,208 21,307
Accrued liabilities:
Employee compensation and benefits 33,622 32,901
Subscriber acquisition costs 33,895 777
Miscellaneous 47,063 53,898
Total current liabilities 323,402 266,119
Deferred Income Taxes 63,953 82,229
Long-Term Debt (less current portion) 31,793 2,177
Other Long-Term Obligations and Minority Interests 99,874 113,601
Commitments and Contingencies (Note 12)
Stockholders' Equity:
Preferred stock, $.01 par - authorized: 25,000,000 shares; none outstanding
Common stock, $.01 par:
Class A - authorized: 120,000,000 shares; issued and
outstanding: 1996 - 61,293,240 shares; 1995 - 60,085,408 shares; 613 601
Voting - authorized: 30,000,000 shares; issued and
outstanding: 1996 - 19,470,382 shares; 1995 - 19,978,373 shares 195 200
Total 808 801
Additional paid-in capital 272,703 254,063
Retained earnings 676,471 916,602
Unrealized gains (losses) on securities available for sale (713) 20,720
Unvested restricted stock awards (5,241) (1,573)
Foreign currency translation adjustment 563 813
Total stockholders' equity 944,591 1,191,426
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 1,463,613 $ 1,655,552
See notes to consolidated financial statements.
CONSOLIDATED STATEMENTS OF INCOME
( in thousands, except per share data )
For the years ended December 31,
1996 1995 1994
Operating Revenues
Advertising $ 822,758 $ 763,705 $ 720,325
Circulation 130,092 125,354 116,684
Licensing 53,672 49,366 49,236
Joint operating agency distributions 43,279 43,863 44,151
Program production 29,080 13,618 5,682
Other 42,977 34,472 28,517
Total operating revenues 1,121,858 1,030,378 964,595
Operating Expenses:
Employee compensation and benefits 360,697 338,521 318,705
Newsprint and ink 123,390 123,579 94,160
Program, production and copyright costs 88,990 65,996 64,877
Other operating expenses 273,553 254,536 244,307
Depreciation 49,528 46,496 40,040
Amortization of intangible assets 19,849 20,094 18,896
Total operating expenses 916,007 849,222 780,985
Operating Income 205,851 181,156 183,610
Other Credits (Charges):
Interest expense (9,629) (11,223) (16,274)
Net gains and unusual items 21,531 14,651
Miscellaneous, net 1,834 1,535 (917)
Net other credits (charges) 13,736 (9,688) (2,540)
Income from Continuing Operations
Before Taxes and Minority Interests 219,587 171,468 181,070
Provision for Income Taxes 86,011 74,532 80,441
Income from Continuing Operations
Before Minority Interests 133,576 96,936 100,629
Minority Interests 3,436 3,347 7,833
Income From Continuing Operations 130,140 93,589 92,796
Discontinued Operation - Scripps Cable:
Income from operations 39,514 39,789 29,887
Costs of Cable Transaction (12,251)
Net Income $ 157,403 $ 133,378 $ 122,683
Per Share of Common Stock:
Income from continuing operations $1.62 $1.17 $1.22
Net income $1.96 $1.67 $1.61
See notes to consolidated financial statements.
CONSOLIDATED STATEMENTS OF CASH FLOWS
( in thousands )
For the years ended December 31,
1996 1995 1994
Cash Flows from Operating Activities:
Income from continuing operations $ 130,140 $ 93,589 $ 92,796
Adjustments to reconcile income from continuing operations
to net cash flows from continuing operating activities:
Depreciation and amortization 69,377 66,590 58,936
Deferred income taxes 13,650 3,814 2,400
Minority interests in income of subsidiary companies 3,436 3,347 7,833
Net gains and unusual items (21,367) (1,109)
Subscriber acquisition costs (6,861) (369)
Settlement of 1985 - 1987 federal income tax audits (45,000)
Other changes in certain working capital accounts, net (8,546) (13,979) 9,040
Miscellaneous, net (3,605) 5,779 337
Net cash provided by continuing operating activities 176,224 113,771 170,233
Discontinued Operation - Scripps Cable:
Income 27,263 39,789 29,887
Adjustment to derive cash flows from operating activities 37,830 62,290 48,737
Net cash provided 65,093 102,079 78,624
Net operating activities 241,317 215,850 248,857
Cash Flows from Investing Activities:
Additions to property, plant and equipment (53,300) (57,300) (53,952)
Purchase of subsidiary companies and long-term investments (28,124) (12,167) (32,389)
Change in short-term investments, net 22,313 (25,013)
Sale of subsidiary companies, copyrights and long-term investments 11,650 2,729 47,592
Miscellaneous, net 1,432 3,598 3,659
Net cash used in investing activities of continuing operations (46,029) (88,153) (35,090)
Net cash used in investing activities of discontinued operation (119,575) (44,938) (40,496)
Net investing activities (165,604) (133,091) (75,586)
Cash Flows from Financing Activities:
Payments on long-term debt (59,042) (29,703) (137,885)
Dividends paid (41,840) (39,980) (33,457)
Dividends paid to minority interests (2,697) (2,601) (3,817)
Miscellaneous, net (primarily exercise of stock options) 8,615 5,437 1,649
Net cash used in financing activities of continuing operations (94,964) (66,847) (173,510)
Net cash used in financing activities of discontinued operation (625) (2,500) (1,758)
Net financing activities (95,589) (69,347) (175,268)
Increase (Decrease) in Cash and Cash Equivalents (19,876) 13,412 (1,997)
Cash and Cash Equivalents:
Beginning of year 30,021 16,609 18,606
End of year $ 10,145 $ 30,021 $ 16,609
Supplemental Cash Flow Disclosures:
Interest paid, excluding amounts capitalized $ 10,006 $ 11,053 $ 17,109
Income taxes paid 66,320 55,176 127,009
Notes and stock issued in acquisitions (see Note 2) 100,000 146,724
Cable Transaction (at book value, fair market value was $1.59
billion) 355,694
See notes to consolidated financial statements.
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
( in thousands, except share data ) Unrealized Gains
(Losses) on Unvested Foreign
Additional Securities Restricted Currency
Common Paid-in Retained Available Stock Translation
Stock Capital Earnings for Sale Awards Adjustment
As of December 31, 1993 $ 748 $ 97,945 $ 733,978 $ 27,381 $ (1,009) $ 592
Net income 122,683
Dividends: declared and paid - $.44 per share (33,457)
Acquisition of minority interest in Scripps Howard
Broadcasting Company in exchange for
4,952,659 Class A Common Shares 49 146,675
Class A Common Shares issued pursuant to
compensation plans, net:
140,025 shares issued, 2,810 shares forfeited
and 5,127 shares repurchased 2 3,226 (1,527)
Tax benefits of compensation plans 252
Amortization of restricted stock awards 500
Foreign currency translation adjustment 293
Increase (decrease) in unrealized gains (losses)
on securities available for sale, net
of deferred income tax of $7,992 (14,863)
As of December 31, 1994 799 248,098 823,204 12,518 (2,036) 885
Net income 133,378
Dividends: declared and paid - $.50 per share (39,980)
Conversion of 196,460 Common Voting Shares
to 196,460 Class A Common Shares
Class A Common Shares issued pursuant to
compensation plans, net:
238,850 shares issued, 1,250 shares forfeited
and 19,894 shares repurchased 2 5,099 (538)
Tax benefits of compensation plans 866
Amortization of restricted stock awards 1,001
Foreign currency translation adjustment (72)
Increase (decrease) in unrealized gains (losses)
on securities available for sale, net
of deferred income tax of $4,417 8,202
As of December 31, 1995 801 254,063 916,602 20,720 (1,573) 813
Net income 157,403
Dividends: declared and paid - $.52 per share (41,840)
Cable Transaction (at book value, fair market value
was $1.59 billion, $19.83 per share of the Company) (355,694)
Conversion of 507,991 Common Voting Shares
to 507,991 Class A Common Shares
Class A Common Shares issued pursuant to
compensation plans, net:
707,200 shares issued
and 7,359 shares repurchased 7 16,068 (7,450)
Tax benefits of compensation plans 2,572
Amortization of restricted stock awards 3,782
Foreign currency translation adjustment (250)
Increase (decrease) in unrealized gains (losses)
on securities available for sale, net
of deferred income tax of $11,540 (21,433)
As of December 31, 1996 $ 808 $ 272,703 $ 676,471 $ (713) $ (5,241) $ 563
See notes to consolidated financial statements.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Nature of Operations - The E. W. Scripps Company ("Company") publishes
daily newspapers in 16 markets, operates television stations in nine
markets, and its entertainment division consists of Home & Garden
Television ("HGTV"; a 24-hour cable television network), comic character
licensing and television program production. The relative importance of
each line of business to continuing operations is indicated in the segment
information presented in Note 11.
The Company's operations are geographically dispersed and its
customer base is diverse. However, approximately 75% of the
Company's operating revenues are derived from advertising.
Operating results can be affected by changes in the demand for
advertising both nationally and in individual markets.
The Company grants credit to substantially all of its customers.
Management believes bad debt losses resulting from default by a single
customer, or defaults by customers in any depressed region or business
sector, would not have a material effect on the Company's financial
position.
Cable Transaction - The Company's cable television systems ("Scripps
Cable") were acquired by Comcast Corporation ("Comcast") on November 13,
1996 ("Cable Transaction") through a merger whereby the Company's
shareholders received, tax-free, a total of 93 million shares of Comcast's
Class A Special Common Stock. The aggregate market value of the Comcast
shares was $1,593,000,000 ($19.83 per share of the Company) and the net
book value of Scripps Cable was $356,000,000, yielding an economic gain of
$1,237,000,000 to the Company's shareholders. Despite the economic gain,
current accounting rules require the Company to record the Cable
Transaction at net book value, therefore no gain is reflected in the
Company's financial statements.
Scripps Cable represented an entire business segment, therefore its results
are reported as a "discontinued operation" for all periods presented (see
Note 14). Results of the remaining business segments, including results
for divested operating units within these segments through their dates of
sale, are reported as "continuing operations."
Use of Estimates - Preparation of the financial statements requires the use
of estimates. The Company's financial statements include estimates for
such items as income taxes payable and self-insured risks. The Company
self insures for employees' medical and disability income benefits,
workers' compensation and general liability. The recorded liability for
self-insured risks is calculated using actuarial methods and is not
discounted. The recorded liability for self-insured risks totaled
$17,500,000 at December 31, 1996. Management does not believe it is likely
that its estimates for such items will change materially in the near term.
Consolidation - The consolidated financial statements include the accounts
of the Company and its majority-owned subsidiary companies.
Revenue Recognition - Significant revenue recognition policies are as
follows:
Advertising revenues are recognized based on dates of publication or
broadcast.
Circulation revenue is recognized based on date of publication.
Royalties from merchandise licensing are recognized as products are
sold by the licensee. Royalties from promotional licensing are recognized
over the lives of the licensing agreements.
Program production revenues are recognized when the program material
is available for broadcast and certain other conditions are met.
Subscriber Acquisition Costs - Subscriber acquisition costs are incentives
paid to cable television system operators in exchange for long-term
contracts to carry HGTV. These costs are amortized over the lives of the
contracts based upon the percentage of the current period's subscriber
revenues to estimated total revenue during the terms of the contracts. The
portion of the unamortized balance expected to be amortized within one year
is classified as a current asset.
Program Rights and Production Costs - Program rights are recorded when such
programs become available for broadcast. Amortization is computed using the
straight-line method based on the license period or based on usage,
whichever yields the greater accumulated amortization for each program.
The liability for program rights is not discounted for imputed interest.
Production costs represent costs incurred in the production of programming
for distribution. Amortization is based on the percentage of current
period revenues to estimated total revenue for each program. The portion
of the unamortized balance expected to be amortized within one year is
classified as a current asset. Program and production costs are stated at
the lower of unamortized cost or fair value.
Program rights liabilities payable within the next twelve months are
included in accounts payable. Noncurrent program rights liabilities are
included in other long-term obligations. Estimated fair values (which are
based on current rates available to the Company for debt of the same
remaining maturity) and the carrying amounts of the Company's program
rights liabilities were as follows:
( in thousands )
As of December 31,
1996 1995
Liabilities for programs available for broadcast:
Carrying amount $ 44,400 $ 51,400
Fair value 41,400 48,000
Long-Lived Assets - Long-lived assets to be held and used are recorded at
unamortized cost. Management reviews long-lived assets, including related
goodwill and other intangible assets, for impairment whenever events or
changes in circumstances indicate the carrying amounts of the assets may
not be recoverable. Recoverability is determined by comparing the
forecasted undiscounted cash flows of the operation to which the assets
relate to the carrying amount of the assets. If the operation is
determined to be unable to recover the carrying amount of its assets, then
goodwill and other intangible assets are written down first, followed by
other long-lived assets of the operation, to fair value. Fair value is
determined based on discounted cash flows. Long-lived assets to be
disposed of are reported at the lower of carrying amount or fair value less
costs to sell.
Goodwill and Other Intangible Assets - Goodwill represents the cost of
acquisitions in excess of tangible assets and identifiable intangible
assets received. Noncompetition agreements are amortized on a straight-
line basis over the terms of the agreements. Goodwill, customer lists and
other intangible assets are amortized on a straight-line basis over periods
of up to 40 years.
Property, Plant and Equipment - Depreciation is computed using the straight-
line method over estimated useful lives as follows:
Buildings and improvements 35 years
Printing presses 20 years
Other newspaper production equipment 5 to 10 years
Television transmission towers and related equipment 15 years
Other television and program production equipment 5 to 15 years
Office and other equipment 3 to 10 years
Interest costs related to major capital projects are capitalized and
classified as property, plant and equipment.
Income Taxes - Deferred income taxes are provided for temporary differences
between the tax basis and reported amounts of assets and liabilities that
will result in taxable or deductible amounts in future years. The
Company's temporary differences primarily result from accelerated
depreciation and amortization for tax purposes and accrued expenses not
deductible for tax purposes until paid.
Other Long-Term Obligations - Other long-term obligations include
noncurrent program rights liabilities, long-term employee compensation and
other benefits, noncurrent self-insured risks and noncurrent income taxes
payable.
Investments - Investments in 20%- to 50%-controlled companies and in all
joint ventures are accounted for using the equity method. Investments in
other debt and equity securities are classified as available for sale and
are carried at fair value. Fair value is determined by reference to quoted
market prices. Unrealized gains or losses on those securities are
recognized as a separate component of stockholders' equity. The cost of
securities sold is determined by specific identification.
Newspaper Joint Operating Agencies - The Company is currently a party to
newspaper joint operating agencies ("JOAs") in five markets. A JOA
combines all but the editorial operations of two competing newspapers in a
market. In each JOA the managing party distributes a portion of JOA
profits to the other party. The Company manages the JOA in Evansville.
The JOAs in Albuquerque, Birmingham, Cincinnati and El Paso are managed by
the other parties to the JOAs.
The Company includes the full amount of company-managed JOA assets and
liabilities, and revenues earned and expenses incurred in the operation of
the JOA, in the consolidated financial statements. Distributions of JOA
operating profits to the nonmanaging party are included in other operating
expenses in the Consolidated Statements of Income.
For JOAs managed by the other party, the Company includes distributions of
JOA operating profits in operating revenues in the Consolidated Statements
of Income. The Company does not include any assets or liabilities of JOAs
managed by other parties in its Consolidated Balance Sheets as the Company
has no residual interest in the net assets of the JOAs.
Inventories - Inventories are stated at the lower of cost or market. The
cost of newsprint included in inventory is computed using the last in,
first out ("LIFO") method. At December 31 newsprint inventories were
approximately 68% of total inventories in 1996 and 66% in 1995. The cost
of other inventories is computed using the first in, first out ("FIFO")
method. Inventories would have been $200,000 and $4,500,000 higher at
December 31, 1996 and 1995 if FIFO (which approximates current cost) had
been used to compute the cost of newsprint.
Postemployment Benefits - Retiree health benefits are recognized during the
years that employees render service. Other postemployment benefits, such
as disability-related benefits and severance, are recognized when the costs
of such benefits are incurred.
Stock-Based Compensation - The Company's 1987 Long-Term Incentive Plan
provides for the awarding of options to purchase Class A Common Shares and
awards of Class A Common Shares to certain employees of the Company. Stock
options are awarded to purchase Class A Common Shares at not less than 100%
of the fair market value on the date of the award. Stock options and
awards of Class A Common Shares vest over an incentive period, conditioned
upon the individual's employment through that period.
The Financial Accounting Standards Board issued Financial Accounting
Standard ("FAS") No. 123 - Accounting for Stock-Based Compensation in
October 1995. The standard defines a fair-value-based method of accounting
for stock-based compensation, but permits compensation expense to continue
to be measured using the intrinsic-value-based method previously used. The
Company measures compensation expense using the intrinsic-value-based
method.
Cash and Cash Equivalents - Cash and cash equivalents represent cash on
hand, bank deposits and debt instruments with an original maturity of less
than three months. Cash equivalents are stated at cost plus accrued
interest, which approximates fair value.
Short-term Investments - Short-term investments represent excess cash
invested in securities not meeting the criteria to be classified as cash
equivalents. Short-term investments are carried at cost plus accrued
dividends, which approximates fair value.
Net Income Per Share - Net income per share computations are based upon the
weighted-average common shares outstanding. Common stock equivalents in
the form of stock options are excluded from the computations as they have
no material effect on the per share amounts. Weighted-average shares
outstanding were as follows:
( in thousands )
For the years ended December 31,
1996 1995 1994
Weighted-average shares outstanding 80,401 79,956 76,246
2. ACQUISITIONS AND DIVESTITURES
Acquisitions
1996 - In May the Company acquired the Vero Beach, Florida, Press Journal
for $20,073,000 in cash and $100,000,000 in notes issued to the seller.
1995 - There were no acquisitions in 1995.
1994 - The Company acquired the remaining 13.9% minority interest in
Scripps Howard Broadcasting Company ("SHB") in exchange for 4,952,659 Class
A Common Shares. The Company acquired Cinetel Productions (an independent
producer of programs for cable television) for $17,000,000 in cash.
The following table presents additional information about the acquisitions:
( in thousands )
For the years ended December 31,
1996 1994
Goodwill and other intangible assets acquired $ 110,967 $ 108,690
Other assets acquired (primarily property, equipment and program costs) 10,900 14,596
Reduction in minority interests 45,958
Total 121,867 169,244
Class A Common Shares issued (146,724)
Liabilities assumed (1,794) (899)
6.17% note issued to seller, due through 1997 (100,000)
Cash paid $ 20,073 $ 21,621
Goodwill and other intangible assets acquired in 1994 includes the
$26,100,000 excess of cost over book value of SHB allocated to Scripps
Cable.
The acquisitions have been accounted for as purchases. The acquired
operations have been included in the Consolidated Statements of Income from
the dates of acquisition.
The following table summarizes, on an unaudited pro forma basis, the
estimated combined results of operations of the Company and the Vero Beach
Press Journal assuming the acquisition had taken place at the beginning of
the respective periods. The pro forma information includes adjustments for
interest expense that would have been incurred to finance the acquisition,
additional depreciation based on the fair market value of the property,
plant and equipment, and amortization of the intangible assets acquired.
The unaudited pro forma results of operations are not necessarily
indicative of the results that actually would have occurred had
the acquisition been completed at the beginning of the respective periods.
( in thousands, except per share data )
For the years ended December 31,
1996 1995 1994
Operating revenues $ 1,127,813 $ 1,044,982 $ 978,575
Income from continuing operations 128,030 89,393 88,948
Net income 155,293 129,182 118,835
Per share of common stock:
Income from continuing operations $1.59 $1.12 $1.17
Net income 1.93 1.62 1.56
Pro forma results are not presented for the SHB and Cinetel acquisitions
because the combined results of operations would not be significantly
different from the reported amounts.
Divestitures
The Company divested the following operating units:
1996 - Equity interest in The Television Food Network, a cable programming
network. No material gain or loss was realized as proceeds approximated
the book value of the net assets sold.
1995 - Newspaper in Watsonville, California. No material gain or loss was
realized as proceeds approximated the book value of the net assets sold.
Included in the consolidated financial statements are the following results
of divested operating units (excluding gains on sales):
( in thousands )
For the years ended December 31,
1996 1995 1994
Operating revenues $ 300 $ 3,700
Operating income (loss) $ (400) (2,800) (2,600)
3. UNUSUAL CREDITS AND CHARGES
1996 - The Company incurred an unusual operating charge of approximately
$4,000,000, $2,600,000 after tax, $.03 per share, the Company's share of
certain costs associated with restructuring portions of the distribution
system of the Cincinnati joint operating agency.
The Company recognized net gains that increased income from continuing
operations by $24,300,000, $.30 per share. A pre-tax gain of $40,000,000
was recognized on the Company's investment in Turner Broadcasting Systems
when Turner was merged into Time Warner, and a $3,000,000 investment in
Patient Education Media, Inc., was written off.
The Company contributed 375,000 shares of Time Warner stock to Scripps
Howard Foundation, a private charitable foundation. The contribution
reduced pre-tax income by $15,500,000 and income from continuing operations
by $5,200,000, $.07 per share.
1994 - The Company sold its worldwide Garfield and U.S. Acres copyrights.
The sale resulted in a pre-tax gain of $31,600,000, $17,400,000 after tax,
$.23 per share.
The Company's three television stations that had been Fox affiliates
changed their network affiliation. In connection with the change the
Company recorded 1) an operating loss of $7,900,000 for the anticipated
sale of certain program rights and 2) a loss of $2,800,000 in "Other
Credits (Charges)" for the anticipated sale of certain real estate. These
losses reduced income from continuing operations by $6,600,000, $.09 per
share.
The Company contributed 589,165 shares of Turner Broadcasting Class B
common stock to Scripps Howard Foundation. The contribution reduced pre-
tax income by $8,000,000 and income from continuing operations by
$4,500,000, $.06 per share.
Management changed its estimate of the tax liability for prior years as a
result of an audit by the Internal Revenue Service ("IRS"). The adjustment
decreased income from continuing operations by $5,300,000, $.07 per share
(see Note 4).
Estimated costs to defend and settle lawsuits filed by certain former
employees and independent contractors of a divested operating unit reduced
income from continuing operations by $3,600,000, $.05 per share (see Note
12).
4. INCOME TAXES
In 1994 the IRS proposed adjustments related to the tax basis and lives of
certain intangible assets. Based upon the proposed adjustments management
changed its estimate of the tax liability for prior years, decreasing
income from continuing operations in 1994 by $5,300,000, $.07 per share. In
1995 the Company reached agreement with the IRS to settle the audits of its
1985 through 1987 tax returns. The settlement payment was charged to the
estimated tax liability for prior years. The liability was not adjusted as
a result of the settlement.
The IRS is currently examining the Company's consolidated income tax
returns for the years 1988 through 1991. Pursuant to the terms of its
agreement with Comcast, the Company remains liable for all tax liabilities
of Scripps Cable attributable to periods prior to completion of the Cable
Transaction. Management believes that adequate provision for income taxes
has been made for all open years.
The approximate effects of the temporary differences giving rise to the
Company's deferred income tax liabilities (assets) are as follows:
( in thousands )
As of December 31,
1996 1995
Accelerated depreciation and amortization $ 74,405 $ 77,259
Deferred gain on sale of certain broadcasting operations 23,599
Investments 6,584 10,654
Accrued expenses not deductible until paid (13,345) (26,195)
Deferred compensation and retiree benefits (12,855) (12,398)
Other temporary differences, net (12,729) (9,099)
Total 42,060 63,820
State net operating loss carryforwards (9,863) (9,186)
Valuation allowance for state deferred tax assets 6,859 5,901
Net deferred tax liability $ 39,056 $ 60,535
The Company received a tax certificate from the Federal Communications
Commission upon the sale of the Company's Memphis television and radio
stations, enabling the Company to defer income taxes on the gain. The
deferred gain reduced the tax basis of certain assets acquired by Scripps
Cable in 1996. These assets were divested in the Cable Transaction (see
Note 1).
The Company's state net operating loss carryforwards expire from 1997
through 2011. At each balance sheet date management estimates the amount
of state net operating loss carryforwards that are not expected to be used
prior to expiration of the carryforward period. The tax effect of these
unused state net operating loss carryforwards is included in the valuation
allowance.
The provision for income taxes consists of the following:
( in thousands )
For the years ended December 31,
1996 1995 1994
Current:
Federal $ 55,897 $ 60,044 $ 61,026
State and local 9,814 5,027 12,351
Foreign 4,078 4,781 4,412
Total current 69,789 69,852 77,789
Deferred:
Federal 1,937 6,911 (6,787)
Other 173 1,320 1,195
Total deferred 2,110 8,231 (5,592)
Total income taxes 71,899 78,083 72,197
Income taxes allocated to stockholders' equity 14,112 (3,551) 8,244
Provision for income taxes $ 86,011 $ 74,532 $ 80,441
The difference between the statutory rate for federal income tax and the
effective income tax rate is summarized as follows:
For the years ended December 31,
1996 1995 1994
Statutory rate 35.0 % 35.0 % 35.0 %
Effect of:
State and local income taxes 2.9 2.5 4.7
Amortization of goodwill 1.8 2.9 2.2
Contributions of appreciated investments
to Scripps Howard Foundation (2.2) (0.5)
Change in estimated tax basis and lives of certain assets 2.1
Miscellaneous 1.7 3.1 0.9
Effective income tax rate 39.2 % 43.5 % 44.4 %
5. LONG-TERM DEBT
Long-term debt consisted of the following:
( in thousands )
As of December 31,
1996 1995
6.17% note, due in 1997 $ 90,000
7.375% notes, due in 1998 29,658 $ 31,658
9.0% notes, due in 1996 47,000
Other notes 2,175 2,217
Total long-term debt 121,833 80,875
Current portion of long-term debt 90,040 78,698
Long-term debt (less current portion) $ 31,793 $ 2,177
Fair value of long-term debt * $ 120,700 $ 83,100
* Fair value is estimated based on current rates available to the Company for
debt of the same remaining maturity.
The Company has a Competitive Advance/Revolving Credit Agreement ("Variable
Rate Credit Facility") that expires in September 1997 and permits maximum
borrowings up to $50,000,000. Maximum borrowings under the Variable Rate
Credit Facility are changed as the Company's anticipated needs change and
are not indicative of the Company's short-term borrowing capacity. The
Variable Rate Credit Facility may be extended upon mutual agreement.
Certain long-term debt agreements contain maintenance requirements for net
worth and coverage of interest expense and restrictions on dividends and
incurrence of additional indebtedness. The Company is in compliance with
all debt covenants.
Interest costs capitalized were as follows:
( in thousands )
For the years ended December 31,
1996 1995 1994
Capitalized interest costs $ 700 $ 400 $ 0
6. INVESTMENTS
Investments consisted of the following:
( in thousands, except share data )
As of December 31,
1996 1995
Securities available for sale:
Short-term investments, primarily preferred stocks $ 2,700 $ 25,013
Time Warner common stock (672,000 shares) 25,210
Turner Broadcasting Class C preferred stock
(convertible into 1,309,092 shares of Class B common stock) 34,036
Other 9,318 7,000
Total securities available for sale 37,228 66,049
Other investments (accounted for primarily using the equity method) 6,052 12,150
Total investments $ 43,280 $ 78,199
Unrealized gain (loss) on securities available for sale $ (1,084) $ 31,890
In 1996 the Company's investment in Turner Broadcasting Systems was
exchanged for 1,047,000 shares of Time Warner common stock when Turner was
merged into Time Warner (see Note 3).
In 1996 the Company contributed 375,000 shares of Time Warner stock to
Scripps Howard Foundation (see Note 3).
7. PROPERTY, PLANT AND EQUIPMENT
Property, plant and equipment consisted of the following:
( in thousands )
As of December 31,
1996 1995
Land and improvements $ 40,871 $ 39,774
Buildings and improvements 200,578 180,180
Equipment 540,454 520,733
Total 781,903 740,687
Accumulated depreciation 351,200 314,728
Net property, plant and equipment $ 430,703 $ 425,959
8. GOODWILL AND OTHER INTANGIBLE ASSETS
Goodwill and other intangible assets consisted of the following:
( in thousands )
As of December 31,
1996 1995
Goodwill $ 550,978 $ 440,932
Customer lists 142,025 141,525
Licenses and copyrights 28,221 28,221
Noncompetition agreements 18,049 18,039
Other 27,409 24,067
Total 766,682 652,784
Accumulated amortization 176,230 157,011
Net goodwill and other intangible assets $ 590,452 $ 495,773
9. SUPPLEMENTAL CASH FLOW INFORMATION
Supplemental cash flow information is as follows:
( in thousands )
For the years ended December 31,
1996 1995 1994
Other changes in certain working capital accounts, net:
Accounts receivable $ (10,630) $ (20,864) $ (3,182)
Inventories 55 270 (2,099)
Accounts payable 7,467 (3,888) 6,486
Accrued income taxes 669 15,076 (1,241)
Accrued interest (377) 170 (835)
Other accrued liabilities (2,611) (744) 5,525
Other, net (3,119) (3,999) 4,386
Total $ (8,546) $ (13,979) $ 9,040
10. EMPLOYEE BENEFIT PLANS
The Company sponsors defined benefit plans covering substantially all
nonunion employees. Benefits are generally based on the employees'
compensation and years of service. Funding is based on the requirements of
the plans and applicable federal laws.
The Company also sponsors defined contribution plans covering substantially
all nonunion employees. The Company matches a portion of employees'
voluntary contributions to these plans.
Union-represented employees are covered by retirement plans jointly
administered by subsidiaries of the Company and the unions or by union-
administered, multi-employer plans. Funding is based upon negotiated
agreements.
Retirement plans expense consisted of the following:
( in thousands )
For the years ended December 31,
1996 1995 1994
Service cost $ 8,921 $ 7,929 $ 8,729
Interest cost 13,605 12,907 11,509
Actual (return) loss on plan assets, net of expenses (29,737) (41,698) 1,637
Net amortization and deferral 14,921 27,203 (14,990)
Total for defined benefit plans 7,710 6,341 6,885
Multi-employer plans 1,054 1,020 1,028
Defined contribution plans 4,124 3,612 3,573
Total $ 12,888 $ 10,973 $ 11,486
Assumptions used in the accounting for the defined benefit plans were as
follows:
1996 1995 1994
Discount rate as of December 31 7.5% 7.0% 8.5%
Expected long-term rate of return on plan assets 8.5% 8.0% 9.5%
Rate of increase in compensation levels 4.0% 3.5% 5.0%
The plans' long-term rate of return on assets has been approximately one
percentage point greater than the discount rate. Management believes the
discount rate plus one percentage point is the best estimate of the long-
term return on plan assets at any point in time. Therefore, when the
discount rate changes, management's expectation for the future long-term
rate of return on plan assets changes in tandem.
The funded status of the defined benefit plans was as follows:
( in thousands )
As of December 31,
1996 1995 1994
Actuarial present value of vested benefits $ (157,600) $ (158,953) $ (124,502)
Actuarial present value of accumulated benefits $ (169,856) $ (170,875) $ (133,472)
Actuarial present value of projected benefits $ (203,919) $ (206,324) $ (164,333)
Plan assets at fair value 220,603 195,667 157,694
Plan assets greater than (less than) projected benefits 16,684 (10,657) (6,639)
Unrecognized net loss (gain) (21,338) 7,089 3,464
Unrecognized prior service cost 6,486 8,337 9,492
Unrecognized net asset at the date FAS No. 87 was
adopted, net of amortization (7,775) (9,222) (10,669)
Net pension asset (liability) recognized in the balance sheet $ (5,943) $ (4,453) $ (4,352)
Plan assets consist of marketable equity and fixed-income securities.
The Company has unfunded health and life insurance benefit plans that are
provided to certain retired employees. The combined number of 1) active
employees eligible for such benefits and 2) retired employees receiving
such benefits is approximately 5% of the Company's current workforce. The
actuarial present value of the projected benefit obligation at December 31
was $7,400,000 in 1996 and $7,000,000 in 1995. The cost of the plan was
less than $1,000,000 in each year.
11. SEGMENT INFORMATION
In 1996 newspaper operating income was reduced by $4,000,000, the Company's
share of certain costs associated with restructuring portions of the
distribution system of the Cincinnati joint operating agency, and in 1994
broadcast television operating income was reduced by $7,900,000 as a result
of a program rights write-down (see Note 3).
Financial information for the Company's business segments is as follows:
( in thousands )
For the years ended December 31,
1996 1995 1994
OPERATING REVENUES
Newspapers $ 670,861 $ 640,398 $ 602,938
Broadcast television 323,467 295,228 288,184
Entertainment 127,530 94,752 73,473
Total continuing operations $ 1,121,858 $ 1,030,378 $ 964,595
OPERATING INCOME
Newspapers $ 134,192 $ 125,484 $ 119,539
Broadcast television 100,437 86,927 86,625
Entertainment (10,307) (14,483) (7,083)
Corporate (18,471) (16,772) (15,471)
Total continuing operations $ 205,851 $ 181,156 $ 183,610
DEPRECIATION
Newspapers $ 30,452 $ 30,206 $ 28,399
Broadcast television 14,547 12,578 9,323
Entertainment 3,430 2,828 1,667
Corporate 1,099 884 651
Total continuing operations $ 49,528 $ 46,496 $ 40,040
AMORTIZATION OF INTANGIBLE ASSETS
Newspapers $ 8,207 $ 6,267 $ 6,858
Broadcast television 11,241 13,451 11,966
Entertainment 401 376 72
Total continuing operations $ 19,849 $ 20,094 $ 18,896
ASSETS
Newspapers $ 701,495 $ 606,989 $ 621,008
Broadcast television 515,866 520,308 515,617
Entertainment 181,964 124,178 84,816
Corporate 64,288 98,239 65,246
Total continuing operations $ 1,463,613 $ 1,349,714 $ 1,286,687
CAPITAL EXPENDITURES
Newspapers $ 25,653 $ 22,184 $ 21,226
Broadcast television 23,491 23,630 23,532
Entertainment 3,430 9,574 7,989
Corporate 726 1,912 1,205
Total continuing operations $ 53,300 $ 57,300 $ 53,952
Corporate assets are primarily cash, investments, and refundable and
deferred income taxes.
12. COMMITMENTS AND CONTINGENCIES
In 1994 the Company accrued an estimate of the ultimate costs, including
attorneys' fees and settlements, of lawsuits filed by certain former
employees and independent contractors of a divested operating unit. The
lawsuits allege that the employees were due severance pay and that certain
contractual obligations were unfulfilled, respectively. The accrual
reduced income from continuing operations by $3,600,000, $.05 per share.
In 1996 the Company agreed to settle the severance pay lawsuits. The
settlement did not result in an additional charge. Management believes the
possibility of incurring a loss greater than the amount accrued for the
independent contractor lawsuits is remote.
In 1994 Scripps Cable accrued an estimate of the ultimate costs, including
attorneys' fees and settlements, of certain lawsuits against the Sacramento
cable television system related primarily to employment issues and to the
timing and amount of late-payment fees assessed to subscribers. The
accrual reduced income from discontinued operations $4,000,000. In 1995
Scripps Cable adjusted the accrual based upon a reassessment of the
probable costs of these and additional employment-related lawsuits. The
additional accrual reduced income from discontinued operations $900,000.
In 1996 the Company agreed to settle the late-payment fees and certain of
the employment issue lawsuits. The settlements did not result in an
additional charge. Management believes the possibility of incurring a loss
greater than the amount accrued for the remaining lawsuits is remote.
Pursuant to the terms of its agreement with Comcast, the Company remains
liable for any losses related to these lawsuits.
The Company is also involved in other litigation arising in the ordinary
course of business, none of which is expected to result in material loss.
The Company purchased program rights totaling $53,700,000 in 1996,
$61,900,000 in 1995 and $30,700,000 in 1994, the payments for which are
generally made over the lives of the contracts. At December 31, 1996, the
Company was committed to purchase approximately $105,000,000 of program
rights that are not currently available for broadcast, including programs
not yet produced. If such programs are not produced the Company's
commitments would expire without obligation.
Minimum payments on noncancelable leases at December 31, 1996, were as
follows:
( in thousands )
1997 $ 5,900
1998 4,500
1999 3,600
2000 3,000
2001 2,800
Later years 11,900
Total $ 31,700
Rental expense for cancelable and noncancelable leases was as follows:
( in thousands )
For the years ended December 31,
1996 1995 1994
Rental expense $ 10,300 $ 10,300 $ 11,700
13. CAPITAL STOCK AND INCENTIVE PLANS
The capital structure of the Company includes Common Voting Shares and
Class A Common Shares. The articles provide that the holders of Class A
Common Shares, who are not entitled to vote on any other matters except as
required by Ohio law, are entitled to elect the greater of three or one-
third of the directors.
The 1987 Long-Term Incentive Plan provides for the awarding of stock
options with 10-year terms, stock appreciation rights, performance units
and Class A Common Shares to key employees and the 1994 Non-Employee
Directors' Stock Option Plan provides for the awarding of stock options
to nonemployee directors. The number of shares authorized for issuance
under the two plans is 5,913,000, of which 1,708,000 remain available.
Awards of Class A Common Shares vest over an incentive period, conditioned
upon the individual's employment throughout that period. During the
vesting period shares issued are nontransferable, but the shares are
entitled to all the rights of an outstanding share. Upon vesting, when the
stock awards become taxable to the employees, additional awards of cash may
also be made. Compensation expense is determined based upon the fair value
of the shares at the grant date. Information related to awards of Class A
Common Shares is as follows:
( in thousands, except share data )
For the years ended December 31,
1996 1995 1994
Class A Common Shares:
Shares awarded prior to completion of the Cable Transaction 130,500 17,500 53,000
Weighted-average price of shares awarded $43.45 $31.06 $28.89
Adjustment of unvested shares upon completion
of the Cable Transaction 127,650
Awarded subsequent to completion of the Cable Transaction 52,500
Weighted-average price of shares awarded $34.25
Shares forfeited 1,250 2,810
Compensation expense recognized:
Continuing operations $ 1,500 $ 915 $ 435
Scripps Cable 2,300 85 65
The number of unvested shares was adjusted based on the market price of
Class A Common Shares before and after completion of the Cable Transaction
to preserve the economic value of the awards.
Stock options may be awarded to purchase Class A Common Shares at not less
than 100% of the fair market value on the date the option is granted.
Stock options will vest over an incentive period, conditioned upon the
individual's employment through that period. The plan expires on December
9, 1997, except for options then outstanding.
Information related to stock options is as follows:
Weighted- Range of
Number Average Exercise
of Shares Exercise Price Prices
Outstanding at December 31, 1993 1,739,500 $23.70 $16 - 34
Granted in 1994 493,500 30.10 27 - 30
Exercised in 1994 (87,025) 21.81 18 - 26
Forfeited in 1994 (20,000) 24.02 18 - 26
Outstanding at December 31, 1994 2,125,975 25.25 16 - 34
Granted in 1995 25,000 31.00 29 - 34
Exercised in 1995 (221,350) 23.07 18 - 30
Forfeited in 1995 (10,000) 25.51 18 - 30
Outstanding at December 31, 1995 1,919,625 25.52 16 - 34
Granted in 1996 prior to the Cable Transaction 96,500 43.51 39 - 48
Exercised in 1996 prior to the Cable Transaction (353,350) 23.51 16 - 34
Adjustment of options upon completion of the Cable Transaction 1,036,225
Granted in 1996 subsequent to the Cable Transaction 25,000 34.25 34
Exercised in 1996 subsequent to the Cable Transaction (43,200) 14.39 10 - 19
Outstanding at December 31, 1996 (by year granted):
1988 9,700 9.90 10
1990 156,800 14.48 11 - 15
1991 670,200 12.00 11 - 13
1992 255,800 14.37 15 - 17
1993 752,600 17.51 15 - 21
1994 642,100 18.82 17 - 22
1995 12,000 19.63 18 - 20
1996 181,600 27.98 26 - 34
Total options outstanding 2,680,800 $16.74 $10 - 34
Exercisable at December 31:
1994 1,461,975 $24.45 $16 - 34
1995 1,739,125 25.88 16 - 34
1996 2,417,900 16.02 10 - 34
The number of options and the option price were adjusted based on the
market price of Class A Common Shares before and after completion of the
Cable Transaction in order to preserve the economic value of the options.
Substantially all options granted prior to 1995 are exercisable.
The Company has adopted the "disclosure-only" provisions of FAS No. 123,
therefore no compensation expense has been recognized for stock option
grants. Had compensation expense been determined based upon the fair value
(determined using the Black-Scholes option pricing model) at the grant date
consistent with the provisions of FAS No. 123, the Company's income from
continuing operations would have been reduced to the pro forma amounts as
follows:
( in thousands, except per share data )
For the years ended December 31,
1996 1995
Pro forma income from continuing operations $ 126,500 $ 93,500
Pro forma income from continuing operations per share of common stock $1.57 $1.17
The 1996 amounts above include the $2,900,000, $.04 per share, effect of
the option adjustment related to the Cable Transaction. That amount is the
after-tax difference between the fair value of the adjusted options and the
intrinsic value of the original options outstanding on the date of the
Cable Transaction. FAS No. 123 requires that, for options issued prior to
the adoption of FAS No. 123, such difference must be included in the pro
forma disclosures. There was no difference between the fair values of the
original and the adjusted options on the date of the Cable Transaction.
Information related to the fair value of stock option grants is as follows:
For the years ended December 31,
1996 1995
Weighted-average fair value of options granted $14.84 $11.08
Assumptions used to determine fair value:
Dividend yield 1.5% 1.5%
Expected volatility 27% 28%
Risk-free rate of return 6.4% 6.0%
Expected life of options 7 years 7 years
14. DISCONTINUED OPERATION - SCRIPPS CABLE
Summarized financial information is as follows:
Operating Results
( in thousands )
For the years ended December 31,
1996 1995 1994
Operating revenues $ 270,172 $ 279,482 $ 255,356
Income before income taxes 60,541 65,247 33,526
Income taxes (21,027) (25,458) (3,484)
Minority interests (155)
Net income $ 39,514 $ 39,789 $ 29,887
In 1994 customers of the Sacramento system were awarded special rebates
totaling $3,000,000 in connection with litigation concerning the
system's pricing in the late 1980s. The rebates reduced net income by
$1,600,000. Also in 1994 Scripps Cable accrued $6,500,000 as an
estimate of the ultimate costs of certain lawsuits (see Note 12). The
accrual reduced net income by $4,000,000. In 1995 the accrual was
increased $1,400,000 based upon reassessment of the probable costs of
the lawsuits, reducing net income by $900,000. Also in 1994 the IRS
proposed adjustments related to certain intangible assets and a
deduction related to the redemption of a partnership interest in
certain of the cable television systems. Based upon the proposed
adjustments management changed its estimate of the tax liabilities for
prior years. The resulting change in the liability for prior year
income taxes increased 1994 net income by $11,800,000.
Net Assets
( in thousands ) As of
December 31,
1995
Property, plant and equipment $ 294,557
Goodwill and other intangible assets 93,496
Other assets 26,014
Deferred income tax liabilities (76,210)
Other liabilities (32,019)
Net assets $ 305,838
Cash Flows
( in thousands )
For the years ended December 31,
1996 1995 1994
Net income $ 27,263 $ 39,789 $ 29,887
Depreciation and amortization 48,008 53,999 57,331
Other, net (10,178) 8,291 (8,594)
Net cash provided by operating activities $ 65,093 $ 102,079 $ 78,624
Capital expenditures $ (57,898) $ (47,484) $ (41,616)
Acquisition of cable television
systems (primarily equipment and intangible assets) (62,099) (384) (385)
Other, net 422 2,930 1,505
Net cash used in investing activities $ (119,575) $ (44,938) $ (40,496)
15. SUMMARIZED QUARTERLY FINANCIAL INFORMATION (Unaudited)
Summarized financial information is as follows:
( in thousands, except per share data )
1st 2nd 3rd 4th
1996 Quarter Quarter Quarter Quarter Total
Operating revenues $ 254,245 $ 277,323 $ 265,483 $ 324,807 $ 1,121,858
Operating expenses:
Employee compensation and benefits 86,883 89,333 90,078 94,403 360,697
Newsprint and ink 34,169 33,162 29,402 26,657 123,390
Program, production and copyright costs 16,576 16,492 17,756 38,166 88,990
Other operating expenses 61,622 66,961 65,746 79,224 273,553
Depreciation and amortization 17,519 16,952 17,256 17,650 69,377
Total operating expenses 216,769 222,900 220,238 256,100 916,007
Operating income 37,476 54,423 45,245 68,707 205,851
Interest expense (1,413) (2,224) (2,713) (3,279) (9,629)
Miscellaneous, net (382) 705 291 22,751 23,365
Income taxes (15,274) (22,998) (18,331) (29,408) (86,011)
Minority interests (687) (798) (841) (1,110) (3,436)
Income from continuing operations 19,720 29,108 23,651 57,661 130,140
Income from discontinued operation 9,595 12,782 12,268 (7,382) 27,263
Net income $ 29,315 $ 41,890 $ 35,919 $ 50,279 $ 157,403
Per share of common stock:
Income from continuing operations $.25 $.36 $.29 $.72 $1.62
Net income $.37 $.52 $.45 $.62 $1.96
Weighted-average shares outstanding 80,204 80,308 80,473 80,620 80,401
Cash dividends per share of common stock $.13 $.13 $.13 $.13 $.52
The sum of the quarterly net income per share amounts may not equal the
reported annual amount because each is computed independently based
upon the weighted-average number of shares outstanding for the period.
( in thousands, except per share data )
1st 2nd 3rd 4th
1995 Quarter Quarter Quarter Quarter Total
Operating revenues $ 245,269 $ 259,307 $ 244,731 $ 281,071 $ 1,030,378
Operating expenses:
Employee compensation and benefits 83,753 84,112 84,699 85,957 338,521
Newsprint and ink 26,871 29,381 32,008 35,319 123,579
Program, production and copyright costs 17,386 15,146 15,448 18,016 65,996
Other operating expenses 60,959 62,689 62,094 68,794 254,536
Depreciation and amortization 16,063 16,429 17,140 16,958 66,590
Total operating expenses 205,032 207,757 211,389 225,044 849,222
Operating income 40,237 51,550 33,342 56,027 181,156
Interest expense (3,353) (2,829) (2,441) (2,600) (11,223)
Miscellaneous, net 782 394 1,427 (1,068) 1,535
Income taxes (16,971) (21,127) (14,187) (22,247) (74,532)
Minority interests (935) (868) (784) (760) (3,347)
Income from continuing operations 19,760 27,120 17,357 29,352 93,589
Income from discontinued operation 9,354 9,019 10,277 11,139 39,789
Net income $ 29,114 $ 36,139 $ 27,634 $ 40,491 $ 133,378
Per share of common stock:
Income from continuing operations $.25 $.34 $.22 $.37 $1.17
Net income $.36 $.45 $.35 $.51 $1.67
Weighted-average shares outstanding 79,854 79,927 80,010 80,031 79,956
Cash dividends per share of common stock $.11 $.13 $.13 $.13 $.50
The sum of the quarterly net income per share amounts may not equal the
reported annual amount because each is computed independently based
upon the weighted-average number of shares outstanding for the period.
THE E. W. SCRIPPS COMPANY
Index to Consolidated Financial Statement Schedules
Valuation and Qualifying Accounts S-2
VALUATION AND QUALIFYING ACCOUNTS
FOR THE YEARS ENDED DECEMBER 31, 1996, 1995 AND 1994 SCHEDULE II
( in thousands )
COLUMN A COLUMN B COLUMN C COLUMN D COLUMN E COLUMN F
INCREASE
ADDITIONS DEDUCTIONS (DECREASE)
BALANCE CHARGED TO AMOUNTS RECORDED BALANCE
BEGINNING COSTS AND CHARGED ACQUISITIONS END OF
CLASSIFICATION OF PERIOD EXPENSES OFF-NET (DIVESTITURES) PERIOD
YEAR ENDED DECEMBER 31, 1996:
Allowance for doubtful
accounts receivable $ 3,447 $ 5,422 $ 4,895 $ 3,974
YEAR ENDED DECEMBER 31, 1995:
Allowance for doubtful
accounts receivable $ 3,937 $ 5,385 $ 5,875 $ 3,447
Allowance for sales returns 601 601 0
Total receivable allowances $ 4,538 $ 5,385 $ 6,476 $ 3,447
YEAR ENDED DECEMBER 31, 1994:
Allowance for doubtful
accounts receivable $ 5,049 $ 3,317 $ 4,429 $ 3,937
Allowance for sales returns 679 78 601
Total receivable allowances $ 5,728 $ 3,317 $ 4,507 $ 4,538
THE E. W. SCRIPPS COMPANY
Index to Exhibits
Exhibit
No.
Exhibit Incor-
Number Description of Item Page porated
3.01 Articles of Incorporation (13) 3.01
3.02 Code of Regulations (13) 3.02
4.01 Class A Common Share Certificate (4) 4
4.02 Form of Indenture (2) 4.1
4.03 Form of Debt Securities (2) 4.2
10A Agreement and Plan of Merger by and among The E. W. Scripps Company,
Scripps Howard, Inc. and Comcast Corporation (the "Merger Agreement") (11) 10
10B Form of Amendment to the Merger Agreement (12)
10.01 Amended and Restated Joint Operating Agreement, dated January 1, 1979, among
Journal Publishing Company, New Mexico State Tribune Company and
Albuquerque Publishing Company, as amended (1) 10.01
10.02 Amended and Restated Joint Operating Agreement, dated February 29, 1988, among
Birmingham News Company and Birmingham Post Company (1) 10.02
10.03 Joint Operating Agreement, dated September 23, 1977, between the
Cincinnati Enquirer, Inc. and the Company, as amended (1) 10.03
10.04 Joint Operating Agreement, dated May 24, 1989, between the El Paso Times, Inc.
and the Company, as amended (8) 10.04
10.05 Amended and Restated Joint Operating Agreement, dated October 23, 1986, among
Evansville Press Company, Inc., Hartmann Publications, Inc. and Evansville
Printing Corporation (1) 10.05
10.06 Building Lease, dated April 25, 1984, among Albuquerque Publishing Company,
Number Seven and Jefferson Building Partnership (1) 10.08A
10.06A Ground Lease, dated April 25, 1984, among Albuquerque Publishing Company,
New Mexico State Tribune Company, Number Seven and Jefferson Building
Partnership (1) 10.08B
10.07 Agreement, dated August 17, 1989, between United Feature Syndicate, Inc. and
Charles M. Schulz and the Trustees of the Schulz Family Renewal Copyright
Trust, as amended (1) 10.11
10.44 Agreement and Plan Merger by and among Scripps Howard Broadcasting Company;
The E. W. Scripps Company and SHB Merger Corporation (10) 10.58
10.52 Description of Annual and Medium Term Bonus Plan (1) 10.34
10.52A Description of Deferred Compensation Plan (1) 10.35A
10.52B Form of Election Agreement for Annual Bonus Plan Deferral (1) 10.35B
10.52C Form of Election Agreement for Medium Term Bonus Plan Deferral (1) 10.35C
10.53 1987 Long-Term Incentive Plan (1) 10.36
10.53A Form of Nonqualified Stock Option Agreement (1) 10.36A
10.53B Form of Restricted Share Award Agreement (1) 10.36B
10.54 Agreement, dated December 24, 1959, between the Company and Charles E. Scripps,
as amended (1) 10.39A
10.54A Assignment, Assumption, and Release Agreement, dated December 31, 1987,
between the Company, Scripps Howard, Inc. and Charles E. Scripps (1) 10.39B
10.54B Amendment, dated June 21, 1988 to December 24, 1959 Agreement between
the Company and Charles E. Scripps (1) 10.39C
10.55 Board Representation Agreement, dated March 14, 1986, between
The Edward W. Scripps Trust and John P. Scripps (1) 10.44
10.56 Shareholder Agreement, dated March 14, 1986, between the Company and the
Shareholders of John P. Scripps Newspapers (1) 10.45
10.57 Scripps Family Agreement dated October 15, 1992 (6) 1
12 Computation of Ratio of Earnings to Fixed Charges for the Three Years Ended
December 31, 1996 E-3
22 Subsidiaries of the Company E-4
24 Independent Auditors' Consent E-5
27 Financial Data Schedule E-6
(1) Incorporated by reference to Registration Statement of The
E. W. Scripps Company on Form S-1 (File No. 33-21714).
(2) Incorporated by reference to Registration Statement of The
E. W. Scripps Company on Form S-3 (File No. 33-43989).
(4) Incorporated by reference to The E. W. Scripps Company
Annual Report on Form 10-K for the year ended December 31, 1990.
(6) Incorporated by reference to The E. W. Scripps Company
Current Report on Form 8-K dated October 15, 1992.
(8) Incorporated by reference to The E. W. Scripps Company
Annual Report on Form 10-K for the year ended December 31, 1991.
(10) Incorporated by reference to Registration Statement on Form
S-4 (File No. 33-54591)
(11) Incorporated by reference to The E. W. Scripps Company
Current Report on Form 8-K dated December 28, 1995.
(12) Incorporated by reference to Registration Statement of
Comcast Corporation on Form S-4 (File No. 333-13083).
(13) Incorporated by reference to Scripps Howard, Inc.
Registration Statement on Form 10 (File No. 1-11969).