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8-K Announce 2019 10-K, Investor Call and Q1 2020 COVID delay

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549  



FORM 8-K 



CURRENT REPORT



PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): May 8, 2020

 

Picture 2 

(Exact name of registrant as specified in its charter)  

 

Commission file number: 1-33741



 

 

 

 

 

Texas

 

38-3765318

(State or other jurisdiction of incorporation or organization)

 

(I.R.S. Employer Identification No.)



 

P. O. Box 224866, Dallas, Texas 75222-4866

 

(214) 977-7342

(Address of principal executive offices, including zip code)

 

(Registrant’s telephone number, including area code)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:



Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)



Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)



Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))





 

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))



Securities registered pursuant to Section 12(b) of the Act:



 

 

 

 



 

 

 

 



 

 

 

 

Title of each class

 

Trading Symbol

 

Name of each exchange on which registered

Series A Common Stock, $.01 par value

 

AHC

 

New York Stock Exchange



Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company   

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  


 

Item 2.02.     Results of Operations and Financial Condition.



May 8, 2020, A. H. Belo Corporation (the “Company”) announced its consolidated financial results for the fiscal year ended December 31, 2019.  A copy of the announcement press release is furnished with this report as Exhibit 99.1.



Item 7.01.    Regulation FD Disclosure.

The Company is providing the following update on the filing of its Form 10-Q for the quarter ended March 31, 2020.



As previously reported, the Company extended the original due date of its Annual Report on Form 10-K for the fiscal year ended December 31, 2019 (the “2019 Form 10-K”) under the Securities and Exchange Commission’s order dated March 4, 2020 (Release No. 34-88318), as superseded by its order dated March 25, 2020 (Release No. 34-88465) (collectively, the “Order”), due to circumstances related to COVID-19.  The original due date of the 2019 Form 10-K was extended to April 30, 2020 under the Order, and was further extended to May 15, 2020 by the Company’s Form 12b-25 filing on April 29, 2020.  On May 8, 2020, the Company filed its 2019 Form 10-K.

Because of the additional time that was required to finalize the Company’s 2019 Form 10-K, and in light of the continuing impact on the Company of the COVID-19 related factors previously reported, including in its Current Report on Form 8-K filed with the SEC on March 16, 2020, as amended, in its Quarterly Report on Form 10-Q for the period ended September 30, 2019 filed with the SEC on April 14, 2020, and in its 2019 Form 10-K, the Company will be unable to compile and review certain information required in order to permit it to file its Quarterly Report on Form 10-Q for the quarter ended March 31, 2020 by the prescribed date, May 11, 2020.   

The SEC’s Order provides, among other things, that a registrant subject to the reporting requirements of Exchange Act Section 13(a) or 15(d) is exempt from any requirement to file or furnish certain materials with the Commission, including quarterly and annual reports, where certain conditions are satisfied. One of the conditions is that the report or schedule in question is filed no later than 45 days after the original due date.



The Company is relying on the Order in relation to its Quarterly Report on Form 10-Q for the period ended March 31, 2020, and is furnishing this Current Report on Form 8-K by the original filing deadline of the report.  The Company currently expects to file the Form 10-Q no later than 45 days after May 11, 2020. If necessary, the Company will evaluate its need for an additional extension under Rule 12b-25 at that time, as contemplated by the Order.

The Company included a risk factor under Part I, Item 1A of its 2019 Form 10-K regarding risks presented by the COVID-19 pandemic, on page 12 of that report, which risk factor is incorporated herein by reference.

Forward-Looking Statements

Statements in this Current Report on Form 8-K are “forward-looking statements” as the term is defined under applicable securities laws.  These statements include the anticipated timing of the filing of Company’s quarterly report on Form 10-Q for the quarter ended March 31, 2020 under the Exchange Act; the expected impact of the COVID-19 virus outbreak on the Company’s financial reporting capabilities and its operations generally; and the potential impact of such virus on the Company’s customers, distribution partners, advertisers and production facilities and other third parties. These and other forward-looking statements are subject to risks, uncertainties and other factors that could cause actual results to differ materially from those statements. Such risks and uncertainties are, in many instances, beyond the Company’s control. Forward-looking statements, which are presented as of the date of this filing, will not be updated to reflect events or circumstances after the date of this statement except as required by law.

Item 9.01.     Financial Statements and Exhibits.

(d) Exhibits.

99.1  Press Release issued by A. H. Belo Corporation on May 8, 2020




 



SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 



 

 

 

 

 

 



 

 

 

 

 

 

Date: May 8, 2020

 

 

 

A. H. BELO CORPORATION



 

 

 



 

 

 

By:

 

/s/ Katy Murray



 

 

 

 

 

Katy Murray



 

 

 

 

 

Executive Vice President/Chief Financial Officer




 

EXHIBIT INDEX

Exhibit No. 99.1   Press Release issued by A. H. Belo Corporation on May 8, 2020 

 


EX 99.1-Announcement of 2019 10-K Filing and Schedule for Investor Call

Exhibit 99.1

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A. H. Belo Corporation Announces Filing of Its 2019 Form 10-K and Schedules Investor Call



DALLAS –  A. H. Belo Corporation (NYSE: AHC) announced today that its annual report on Form 10-K for the fiscal year ended December 31, 2019 has been filed with the Securities and Exchange Commission. For the full year 2019, the Company reported net income of $9.3 million, or $0.43 per fully diluted share.  For the full year 2018, the Company reported a net loss of $25.2 million, or $(1.17) per share. The 2019 income was driven by the sale of real estate previously used as the Company’s headquarters for a pretax gain of $25.9 million, while the 2018 loss was driven by a non-cash asset impairment charge of $16.9 million.

For 2019, on a non-GAAP basis, A. H. Belo reported an operating loss adjusted for certain items (“adjusted operating income or loss”) of $2.1 million, a decline of $3.7 million when compared to adjusted operating income of $1.6 million reported in 2018.

Total revenue was $183.6 million for 2019, a decrease of $18.7 million, or 9.3 percent, when compared to the prior year period. Total consolidated operating expense in 2019 was $174.0 million, a decrease of $55.1 million, or 24.0 percent, when compared to 2018. Excluding the 2019 gain from the real estate sale and the 2018 non-cash asset impairment charge, the improvement was primarily due to decreases of $9.2 million in employee compensation and benefits expense and $5.5 million in newsprint, ink and other supplies expense, partially offset by an increase of $1.9 million of expense related to a strategy review with an outside consulting firm.

As of December 31, 2019, cash and cash equivalents were $48.6 million and the Company had no debt.

Katy Murray, executive vice president and Chief Financial Officer, said, “We are pleased to have the 2019 Form 10-K filing completed. We look forward to updating our shareholders on 2019 financial results and the progress the Company has made in the first part of 2020.”




 

A. H. Belo Corporation Announces Filing of Its 2019 Form 10-K and Schedules Investor Call

May 8, 2020

Page 2

 

 

Robert W. Decherd, chairman, president and Chief Executive Officer, said, “Given the complexities of the newspaper industry in recent years, the Board’s strategy is focused on building a sustainably profitable digital business founded on high quality local and regional news and information. This will take time, but we are encouraged by growth in digital subscriptions at The Dallas Morning News and the strong support from various audiences for new digital products being rolled out by The News. We look forward to elaborating on this strategy on May 12 and the resumption of regular communications with the Company’s shareholders following a prolonged quiet period caused by the 2018 restatement, which, apart from the timing of the impairment, had no effect on A. H. Belo’s operating results reported as of year end.”




 

A. H. Belo Corporation Announces Filing of Its 2019 Form 10-K and Schedules Investor Call

May 8, 2020

Page 3

 

 

Non-GAAP Financial Measures





Reconciliations of operating income (loss) to adjusted operating income (loss), total net operating revenue to adjusted operating revenue, and total operating costs and expense to adjusted operating expense are included in the exhibits to this release.

 


 

A. H. Belo Corporation Announces Filing of Its 2019 Form 10-K and Schedules Investor Call

May 8, 2020

Page 4

 

 

Investor Conference Call





An investor conference call will be held on Tuesday, May 12, 2020 at 10:00 a.m. CDT. The conference call will be simultaneously webcast on A. H. Belo Corporation’s website at www.ahbelo.com/invest. An archive of the webcast will be available at www.ahbelo.com in the Investor Relations section.

To access the listen-only conference call, dial 1-844-291-5491 (USA) or 409-207-6989 (International). The access code for the conference call is 1491112. A replay line will be available at 1-866-207-1041 (USA) or 402-970-0847 (International) from 1:00 p.m. CDT on May 12, 2020 until 11:59 p.m. CDT on May 18, 2020. The access code for the replay is 1218784.





 


 

A. H. Belo Corporation Announces Filing of Its 2019 Form 10-K and Schedules Investor Call

May 8, 2020

Page 5

 

 

About A. H. Belo Corporation





A. H. Belo Corporation is the leading local news and information publishing company in Texas. The Company has commercial printing, distribution and direct mail capabilities, as well as a presence in emerging media and digital marketing. While focusing on extending the Company’s media platforms,  A. H. Belo delivers news and information in innovative ways to a broad range of audiences with diverse interests and lifestyles. For additional information, visit www.ahbelo.com or email invest@ahbelo.com.



Statements in this communication concerning A. H. Belo Corporation’s business outlook or future economic performance, revenues, expenses, 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, trends and uncertainties are, in most instances, beyond the Company’s control, and include changes in advertising demand and other economic conditions; consumers’ tastes; newsprint prices; program costs; labor relations; cybersecurity incidents; technological obsolescence; and the current and future impacts of the COVID-19 public health crisis.  Among other risks, there can be no guarantee that the board of directors will approve a quarterly dividend in future quarters; as well as other risks described in the Company’s Annual Report on Form 10-K and in the Company’s other public disclosures and filings with the Securities and Exchange Commission. Forward-looking statements, which are as of the date of this filing, are not updated to reflect events or circumstances after the date of the statement.



 


 

 





A. H. Belo Corporation and Subsidiaries

Consolidated Statements of Operations





 

 

 

 

 

 

 

 

 

 

 

 



 

 

 

 

 

 

 

 

 

 

 

 



 

Three Months Ended December 31,

 

Years Ended December 31,

In thousands, except share and per share amounts

 

2019

 

2018

 

2019

 

2018



 

(unaudited)

 

(unaudited)

 

 

 

 

 

 

Net Operating Revenue:

 

 

 

 

 

 

 

 

 

 

 

 

Advertising and marketing services

 

$

24,899 

 

$

28,030 

 

$

95,856 

 

$

105,428 

Circulation

 

 

17,165 

 

 

18,355 

 

 

68,260 

 

 

71,919 

Printing, distribution and other

 

 

4,738 

 

 

6,228 

 

 

19,447 

 

 

24,940 

Total net operating revenue

 

 

46,802 

 

 

52,613 

 

 

183,563 

 

 

202,287 

Operating Costs and Expense:

 

 

 

 

 

 

 

 

 

 

 

 

Employee compensation and benefits

 

 

19,678 

 

 

21,929 

 

 

80,134 

 

 

89,304 

Other production, distribution and operating costs

 

 

23,473 

 

 

23,381 

 

 

90,673 

 

 

90,167 

Newsprint, ink and other supplies

 

 

3,829 

 

 

5,726 

 

 

16,570 

 

 

22,026 

Depreciation

 

 

1,975 

 

 

2,380 

 

 

8,983 

 

 

9,902 

Amortization

 

 

139 

 

 

200 

 

 

495 

 

 

799 

(Gain) loss on sale/disposal of assets, net

 

 

 

 

 —

 

 

(24,540)

 

 

 —

Asset impairments

 

 

116 

 

 

16,943 

 

 

1,709 

 

 

16,921 

Total operating costs and expense

 

 

49,216 

 

 

70,559 

 

 

174,024 

 

 

229,119 

Operating income (loss)

 

 

(2,414)

 

 

(17,946)

 

 

9,539 

 

 

(26,832)

Other income, net

 

 

1,046 

 

 

1,250 

 

 

4,169 

 

 

3,891 

Income (Loss) Before Income Taxes

 

 

(1,368)

 

 

(16,696)

 

 

13,708 

 

 

(22,941)

Income tax provision (benefit)

 

 

(272)

 

 

2,941 

 

 

4,416 

 

 

2,280 

Net Income (Loss)

 

$

(1,096)

 

$

(19,637)

 

$

9,292 

 

$

(25,221)



 

 

 

 

 

 

 

 

 

 

 

 

Per Share Basis

 

 

 

 

 

 

 

 

 

 

 

 

Net income (loss)

 

 

 

 

 

 

 

 

 

 

 

 

Basic and diluted

 

$

(0.05)

 

$

(0.91)

 

$

0.43 

 

$

(1.17)

Number of common shares used in the per share calculation:

 

 

 

 

 

 

 

 

 

 

 

 

Basic and diluted

 

 

21,438,953 

 

 

21,661,199 

 

 

21,546,257 

 

 

21,747,633 

 


 

 

A. H. Belo Corporation and Subsidiaries

Consolidated Balance Sheets











 

 

 

 

 

 



 

 

 

 

 

 



 

December 31,

 

December 31,

In thousands

 

2019

 

2018

Assets

 

 

 

 

 

 

Current assets:

 

 

 

 

 

 

Cash and cash equivalents

 

$

48,626 

 

$

55,313 

Accounts receivable, net

 

 

18,441 

 

 

22,057 

Assets held for sale

 

 

 —

 

 

1,089 

Other current assets

 

 

7,737 

 

 

8,935 

Total current assets

 

 

74,804 

 

 

87,394 

Property, plant and equipment, net

 

 

18,453 

 

 

26,261 

Operating lease right-of-use assets (a)

 

 

21,371 

 

 

 —

Intangible assets, net

 

 

319 

 

 

304 

Deferred income taxes, net

 

 

50 

 

 

3,572 

Long-term note receivable (b)

 

 

22,400 

 

 

 —

Other assets

 

 

3,648 

 

 

5,029 

Total assets

 

$

141,045 

 

$

122,560 

Liabilities and Shareholders’ Equity

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

 

Accounts payable

 

$

6,103 

 

$

6,334 

Accrued compensation and other current liabilities

 

 

13,337 

 

 

13,880 

Contract liabilities

 

 

12,098 

 

 

11,449 

Total current liabilities

 

 

31,538 

 

 

31,663 

Long-term pension liabilities

 

 

23,039 

 

 

31,889 

Long-term operating lease liabilities (a)

 

 

23,120 

 

 

 —

Other liabilities

 

 

5,611 

 

 

8,210 

Total liabilities

 

 

83,308 

 

 

71,762 

Total shareholders' equity

 

 

57,737 

 

 

50,798 

Total liabilities and shareholders’ equity

 

$

141,045 

 

$

122,560 







(a)

The Company adopted the new lease guidance (Topic 842) using the modified retrospective approach as of January 1, 2019, which requires a right-of-use asset and a lease liability be recorded for substantially all leases. Prior periods were not restated.

(b)

As a result of the real estate sale in the second quarter of 2019, the Company acquired a promissory note of $22.4 million.

 


 

 

A. H. Belo Corporation - Non-GAAP Financial Measures

Reconciliation of Operating Income (Loss) to Adjusted Operating Income (Loss)





 

 

 

 

 

 

 

 

 

 

 

 



 

 

 

 

 

 

 

 

 

 

 

 



 

Three Months Ended December 31,

 

Years Ended December 31,

In thousands (unaudited)

 

2019

 

2018

 

2019

 

2018

Total net operating revenue

 

$

46,802 

 

$

52,613 

 

$

183,563 

 

$

202,287 

Total operating costs and expense

 

 

49,216 

 

 

70,559 

 

 

174,024 

 

 

229,119 

Operating Income (Loss)

 

$

(2,414)

 

$

(17,946)

 

$

9,539 

 

$

(26,832)



 

 

 

 

 

 

 

 

 

 

 

 

Total net operating revenue

 

$

46,802 

 

$

52,613 

 

$

183,563 

 

$

202,287 

Addback:

 

 

 

 

 

 

 

 

 

 

 

 

Advertising contra revenue

 

 

1,897 

 

 

2,943 

 

 

11,013 

 

 

11,720 

Circulation contra revenue

 

 

84 

 

 

217 

 

 

452 

 

 

1,006 

Adjusted Operating Revenue

 

$

48,783 

 

$

55,773 

 

$

195,028 

 

$

215,013 



 

 

 

 

 

 

 

 

 

 

 

 

Total operating costs and expense

 

$

49,216 

 

$

70,559 

 

$

174,024 

 

$

229,119 

Addback:

 

 

 

 

 

 

 

 

 

 

 

 

Advertising contra expense

 

 

1,897 

 

 

2,943 

 

 

11,013 

 

 

11,720 

Circulation contra expense

 

 

84 

 

 

217 

 

 

452 

 

 

1,006 

Less:

 

 

 

 

 

 

 

 

 

 

 

 

Depreciation

 

 

1,975 

 

 

2,380 

 

 

8,983 

 

 

9,902 

Amortization

 

 

139 

 

 

200 

 

 

495 

 

 

799 

Severance expense

 

 

257 

 

 

17 

 

 

1,678 

 

 

773 

(Gain) loss on sale/disposal of assets, net

 

 

 

 

 —

 

 

(24,540)

 

 

 —

Asset impairments

 

 

116 

 

 

16,943 

 

 

1,709 

 

 

16,921 

Adjusted Operating Expense

 

$

48,704 

 

$

54,179 

 

$

197,164 

 

$

213,450 



 

 

 

 

 

 

 

 

 

 

 

 

Adjusted operating revenue

 

$

48,783 

 

$

55,773 

 

$

195,028 

 

$

215,013 

Adjusted operating expense

 

 

48,704 

 

 

54,179 

 

 

197,164 

 

 

213,450 

Adjusted Operating Income (Loss)

 

$

79 

 

$

1,594 

 

$

(2,136)

 

$

1,563 





The Company calculates adjusted operating income (loss) by adjusting operating income (loss) to exclude depreciation, amortization, severance expense, (gain) loss on sale/disposal of assets and asset impairments (“adjusted operating income (loss)”). The Company believes that inclusion of certain noncash expenses and other items in the results makes for more difficult comparisons between years and with peer group companies.

The Company adopted the new revenue guidance (Topic 606)  using the modified retrospective approach as of January 1, 2018. While the Company adjusts operating revenue and expense for non-GAAP presentation, these adjustments have no effect on adjusted operating income (loss). Additionally, the Company adopted the new retirement benefits guidance (Topic 715) retrospectively as of January 1, 2018,  which requires net periodic pension and other post-employment expense (benefit) to be included in non-operating income (expense). As of January 1, 2019, the Company determined pension and post-employment expense (benefit) would no longer be an addback in the calculation of adjusted operating expense.  As a result of this change, adjusted operating expense increased and adjusted operating income decreased  $1,027 for the three months ended December 31, 2018 and $3,818 for the year ended December 31, 2018.

Adjusted operating income (loss) is not a measure of financial performance under generally accepted accounting principles (“GAAP”). Management uses adjusted operating income (loss) and similar measures in internal analyses as supplemental measures of the Company’s financial performance, and for performance comparisons versus its peer group of companies. Management uses this non-GAAP financial measure for the purposes of evaluating consolidated Company performance. The Company therefore believes that the non-GAAP measure presented provides useful information to investors by allowing them to view the Company’s business through the eyes of management and the Board of Directors, facilitating comparison of results across historical periods and providing a focus on the underlying ongoing operating performance of its business. Adjusted operating income (loss) should not be considered in isolation or as a substitute for net income (loss), cash flows provided by (used for) operating activities or other comparable measures prepared in accordance with GAAP. Additionally, this non-GAAP measure may not be comparable to similarly-titled measures of other companies.