View Annual Report
Total Page：16
File Type：pdf, Size：1020Kb
FORM 10-K A. H. Belo CORP - AHC Filed: March 31, 2008 (period: December 31, 2007) Annual report which provides a comprehensive overview of the company for the past year Table of Contents 10-K - FORM 10-K PART I Item 1. Business Item 1A. Risk Factors Item 1B. Unresolved Staff Comments Item 2. Properties Item 3. Legal Proceedings Item 4. Submission of Matters to a Vote of Security Holders PART II Item 5. Market for Registrant s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Item 6. Selected Financial Data Item 7. Management s Discussion and Analysis of Financial Condition and Results of Operations Item 7A. Quantitative and Qualitative Disclosures about Market Risk Item 8. Financial Statements and Supplementary Data Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure Item 9A. Controls and Procedures Item 9B. Other Information PART III Item 10. Directors, Executive Officers and Corporate Governance Item 11. Executive Compensation Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters Item 13. Certain Relationships and Related Transactions, and Director Independence Item 14. Principal Accountant Fees and Services PART IV Item 15. Exhibits and Financial Statement Schedules SIGNATURES EX-12 (STATEMENTS RE: COMPUTATION OF RATIOS) EX-21 (SUBSIDIARIES OF THE COMPANY) EX-23 (CONSENT OF ERNST YOUNG LLP) EX-31.1 (CERTIFICATION OF CHIEF EXECUTIVE OFFICER PURSUANT TO SECTION 302) EX-31.2 (CERTIFICATION OF CHIEF FINANCIAL OFFICER PURSUANT TO SECTION 302) EX-32 (CERTIFICATION OF CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER PURSUANT TO SECTION 906) EX-99.1 (INDEPENDENCE STANDARDS) Source: A. H. Belo CORP, 10-K, March 31, 2008 Table of Contents UNITED STATES 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, 2007 OR � TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file no. 1-33741 A. H. Belo Corporation (Exact name of registrant as specified in its charter) Delaware 38-3765318 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) P. O. Box 224866 Dallas, Texas 75222-4866 (Address of principal executive offices) (Zip Code) Registrant’s telephone number, including area code: (214) 977-8200 Securities registered pursuant to Section 12(b) of the Act: Title of each class Name of each exchange on which registered Series A Common Stock, $.01 par value New York Stock Exchange Preferred Share Purchase Rights New York Stock Exchange Securities registered pursuant to Section 12(g) of the Act: Series B Common Stock, $.01 par value (Title of class) Indicate by check mark if the registrant is a well-known seasoned issuer (as defined in Rule 405 of the Act) Yes � No �. Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act Yes � No �. Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes � 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 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. � Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one): Large accelerated Accelerated filer: � Non-accelerated filer: � Smaller reporting company: � filer: � (Do not check if a smaller reporting company) Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes � No �. There was no aggregate market value of the registrant’s voting stock held by nonaffiliates on June 30, 2007 due to the fact that the registrant was not incorporated until October 1, 2007. Source: A. H. Belo CORP, 10-K, March 31, 2008 Shares of Common Stock outstanding at March 15, 2008: 20,478,022 shares. (Consisting of 17,629,526 shares of Series A Common Stock and 2,848,496 shares of Series B Common Stock.) Documents incorporated by reference: None Source: A. H. Belo CORP, 10-K, March 31, 2008 A. H. BELO CORPORATION FORM 10-K TABLE OF CONTENTS PAGE PART I 1 Item 1. Business 1 Item 1A. Risk Factors 5 Item 1B. Unresolved Staff Comments 9 Item 2. Properties 9 Item 3. Legal Proceedings 10 Item 4. Submission of Matters to a Vote of Security Holders 11 PART II 11 Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 11 Item 6. Selected Financial Data 12 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations 12 Item 7A. Quantitative and Qualitative Disclosures about Market Risk 26 Item 8. Financial Statements and Supplementary Data 26 Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 26 Item 9A. Controls and Procedures 26 Item 9B. Other Information 26 PART III 27 Item 10. Directors, Executive Officers and Corporate Governance 27 Item 11. Executive Compensation 32 Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 55 Item 13. Certain Relationships and Related Transactions, and Director Independence 58 Item 14. Principal Accountant Fees and Services 59 PART IV 60 Item 15. Exhibits and Financial Statement Schedules 60 Signatures 62 Statements re: Computation of Ratios Subsidiaries of the Company Consent of Ernst & Young LLP Certification of Chief Executive Officer Pursuant to Section 302 Certification of Chief Financial Officer Pursuant to Section 302 Certification of Chief Executive Officer and Chief Financial Officer Pursuant to Section 906 Independence Standards INDEX TO FINANCIAL STATEMENTS Balance Sheet of A.H. Belo Corporation Report of Independent Registered Public Accounting Firm 63 Balance Sheet as of December 31, 2007 64 Note to Balance Sheet 65 Combined Financial Statements of the A.H. Belo Businesses Report of Independent Registered Public Accounting Firm 66 Combined Statements of Operations for the Years Ended December 31, 2007, 2006 and 2005 67 Combined Balance Sheets as of December 31, 2007 and 2006 68 Combined Statements of Belo Corp’s Equity for the Three Years Ended December 31, 2007 70 Source: A. H. Belo CORP, 10-K, March 31, 2008 Combined Statements of Cash Flows for the Years Ended December 31, 2007, 2006 and 2005 71 Notes to Combined Financial Statements 72 (i) Source: A. H. Belo CORP, 10-K, March 31, 2008 Table of Contents Statements in this communication concerning A. H. Belo Corporation’s (“A. H. Belo” or “the Company”) business outlook or future economic performance, anticipated profitability, revenues, expenses, dividends, capital expenditures, investments, future financings, and other financial and non-financial items that are not historical facts, are “forward-looking statements” as the term is defined under applicable federal securities laws. Forward-looking statements are subject to risks, uncertainties and other factors that could cause actual results to differ materially from those statements. Such risks, uncertainties and factors include, but are not limited to, changes in capital market conditions and prospects, and other factors such as changes in advertising demand, interest rates and newsprint prices; newspaper circulation matters, including changes in readership patterns and demography, and audits and related actions by the Audit Bureau of Circulations; circulation trends; technological changes; development of Internet commerce; industry cycles; changes in pricing or other actions by competitors and suppliers; regulatory, tax and legal changes; adoption of new accounting standards or changes in existing accounting standards by the Financial Accounting Standards Board or other accounting standard-setting bodies or authorities; the effects of Company acquisitions, dispositions and co-owned ventures; general economic conditions; significant armed conflict; and other factors beyond our control, as well as other risks detailed elsewhere in this Annual Report on Form 10-K and in A. H. Belo’s other public disclosures, and filings with the Securities and Exchange Commission (“SEC”), including A. H. Belo’s information statement on Form 10 dated January 31, 2008. PART I Item 1. Business Recent Developments A. H. Belo Corporation was incorporated under Delaware law on October 1, 2007, as a wholly-owned subsidiary of Belo. Corp. (“Belo”), to serve as a holding company in anticipation of the pro-rata distribution to Belo shareholders of 100 percent of the outstanding shares of A. H. Belo’s common stock. For purposes of this Annual Report, references to the “Company,” “we,” “us,” “our” and “A. H. Belo” mean A. H. Belo Corporation collectively with all of our subsidiaries unless the context otherwise requires. On the Distribution Date (the “Distribution Date”), Belo contributed to A. H. Belo all of Belo’s subsidiaries engaged in Belo’s newspaper business and related assets and liabilities. The assets and liabilities transferred to A. H. Belo were recorded at historical cost as a reorganization of entities under common control in the first quarter of 2008. On the Distribution Date, the distribution was completed in the form of a pro-rata dividend to Belo’s shareholders of 0.20 shares of A.