<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTER ENDED COMMISSION FILE NUMBER
MARCH 31, 1999 333-46959
LIBERTY GROUP OPERATING, INC.
(Exact Name of Registrant as Specified in its Charter)
DELAWARE 36-4197636
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
3000 DUNDEE ROAD, SUITE 203 NORTHBROOK, ILLINOIS 60062
(Address of Principal Executive Offices) (Zip Code)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE (847) 272-2244
INDICATE BY CHECK MARK WHETHER THE REGISTRANT (1) HAS FILED ALL REPORTS
REQUIRED TO BE FILED BY SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934 DURING THE PRECEDING 12 MONTHS (OR FOR SUCH SHORTER PERIOD THAT THE
REGISTRANT WAS REQUIRED TO FILE SUCH REPORTS, AND (2) HAS BEEN SUBJECT TO SUCH
FILING REQUIREMENTS FOR THE PAST 90 DAYS. YES X NO
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TABLE OF CONTENTS
<TABLE>
<CAPTION>
PART I FINANCIAL INFORMATION Page
<S> <C>
Item 1 Unaudited Interim Consolidated Financial Statements
Unaudited Consolidated Balance Sheets at March 31, 1999 and
December 31, 1998 ............................................................................................. 1
Unaudited Consolidated Statements of Operations for the Three Months Ended March 31,
1999 and March 31, 1998 ....................................................................................... 2
Unaudited Consolidated Statements of Cash Flows for the Three Months Ended March 31, 1999 and March 31, 1998 ...... 3
Notes to the Unaudited Interim Consolidated Financial Statements .................................................. 4
Item 2 Management's Discussion and Analysis of Financial Condition and Results of Operations ............................. 6
Item 3 Quantitative and Qualitative Disclosures About Market Risk......................................................... -
PART II OTHER INFORMATION
Item 2 Changes in Securities and Use of Proceeds.......................................................................... 10
Item 4 Submission of Matters to a Vote of Security Holders................................................................ 10
Item 6 Exhibits and Reports on Form 8-K .................................................................................. 12
SIGNATURE PAGE ................................................................................................................ 15
</TABLE>
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LIBERTY GROUP OPERATING, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)
(UNAUDITED)
<TABLE>
<CAPTION>
MARCH 31, DECEMBER 31,
1999 1998
---- ----
<S> <C> <C>
Assets
Current Assets:
Cash and cash equivalents .................................................... $ 2,174 $ 1,025
Accounts receivable, net of allowance for doubtful accounts of $1,070 and
$1,182 in 1999 and 1998, respectively ........................................ 15,930 15,021
Inventory .................................................................... 2,256 2,200
Prepaid expenses ............................................................. 1,074 240
Other current assets ......................................................... 65 144
-------------- ---------
Total current assets ......................................................... 21,499 18,630
Property, plant and equipment, net ........................................... 33,914 29,283
Intangible assets, net ....................................................... 384,755 350,754
Deferred financing costs, net ................................................ 7,427 7,680
Other assets ................................................................. -- 54
-------------- ---------
Total assets ................................................................. $ 47,595 $ 406,401
============== =========
Liabilities and stockholders' equity (deficit)
Current Liabilities:
Borrowings under revolving credit facility ................................... $ 80,000 $ 46,000
Current portion of long-term liabilities ..................................... 388 388
Accounts payable ............................................................. 2,734 2,157
Accrued interest.............................................................. 3,658 7,459
Accrued expenses ............................................................. 10,082 7,023
Deferred revenue ............................................................. 6,733 5,777
-------------- ---------
Total current liabilities .................................................... 103,734 68,804
Long-term liabilities:
Senior subordinated notes .................................................... 180,000 180,000
Long-term liabilities, less current portion .................................. 1,446 1,446
Deferred income taxes ........................................................ 16,327 8,455
-------------- ---------
Total liabilities ............................................................ 301,368 258,705
Additional paid in capital ................................................... 148,661 148,661
Accumulated deficit .......................................................... (2,432) (965)
Net assets ................................................................... -- --
-------------- ---------
Total stockholders' equity ................................................... 146,227 147,696
Total liabilities and stockholders' equity ................................... $ 447,595 $ 406,401
============== =========
</TABLE>
See accompanying notes to consolidated financial statements.
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LIBERTY GROUP PUBLISHING, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(DOLLARS IN THOUSANDS)
(UNAUDITED)
<TABLE>
<CAPTION>
THREE MONTHS ENDED MARCH 31,
-------------------------------------------
1999 1998
<S> <C> <C>
Cash flows from operating activities:
Net income (loss) $ -- $ (1,069)
Adjustments to reconcile net earnings to net cash provided
by operating activities:
Depreciation and amortization -- 3,083
Amortization of debt issue costs -- --
Accretion of senior discount notes -- --
Noncash compensation -- --
Changes in assets and liabilities, net of acquisitions:
Accounts receivable, net -- (688)
Inventories -- (112)
Prepaid expenses and other assets -- (34)
Accounts payable -- 472
Accrued expenses -- (569)
Accrued interest 2,953
Deferred revenue -- 225
Other assets -- (610)
------------ ------------
Net cash flows provided by operating activities: -- --
------------ ------------
Cash flows from investing activities:
Purchases of property, plant and equipment -- (76)
Acquisitions, net of cash acquired -- (317,339)
------------ ------------
Net cash flows used in investing
activities: -- (317,415)
------------ ------------
Cash flows from financing activities:
Net proceeds from issuing long-term debt -- 172,464
Net borrowings (repayments) under revolving credit
facility -- --
Net proceeds from issuing preferred stock -- --
Net proceeds from issuing common stock -- 148,503
Payments on long term liabilities -- --
Net cash provided by (used in) financing activities -- 320,967
Net decrease in cash and cash equivalents -- 7,203
Cash and cash equivalents, at beginning of period -- --
------------
Cash and cash equivalents, at end of period $ -- $ 7,203
============
Supplemental cash flow disclosure -
Cash interest paid -- --
</TABLE>
See accompanying notes to consolidated financial statements.
2
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LIBERTY GROUP OPERATING, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(DOLLARS IN THOUSANDS)
(UNAUDITED)
<TABLE>
<CAPTION>
THREE MONTHS ENDED MARCH 31,
----------------------------
1999 1998
<S> <C> <C>
REVENUES:
Advertising $ 25,623 $ 16,091
Circulation 6,576 5,321
Job printing and other 2,804 1,574
------------ ------------
Total revenues 35,003 22,986
OPERATING COSTS AND EXPENSES:
Operating costs 16,050 9,804
Selling, general and administrative 10,971 6,992
Depreciation and amortization 3,668 3,083
------------ ------------
Income from operations 4,314 3,107
Interest expense 5,528 4,007
Amortization of debt issue costs 253 169
------------ ------------
Income (loss) before income taxes (1,467) (1,069)
Income taxes -- --
------------ ------------
Net income (loss) (1,467) (1,069)
============ ============
</TABLE>
See accompanying notes to consolidated financial statements.
3
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LIBERTY GROUP OPERATING, INC.
NOTES TO UNAUDITED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
(1) THE COMPANY, BASIS OF PRESENTATION AND ACQUISITION
Liberty Group Operating, Inc. ("Operating Company") is a leading publisher of
local newspapers and related publications that are the dominant source of local
news and print advertising in their communities. Operating Company is a
wholly-owned subsidiary of Liberty Group Publishing, Inc ("LGP"). The interim
consolidated financial statements include the accounts of ("LGP") and Operating
Company and its consolidated subsidiaries (the "Company").
The accompanying unaudited interim consolidated financial statements have been
prepared pursuant to the rules and regulations of the Securities and Exchange
Commission. Certain information and note disclosures normally included in
financial statements prepared in accordance with generally accepted accounting
principles have been condensed or omitted pursuant to such rules and
regulations. The accompanying interim consolidated financial statements as of
March 31, 1999 and for the three months ended March 31, 1999 and 1998 should be
read in conjunction with the December 31, 1998 audited consolidated financial
statements of the Company included in the Company's Form 10-K filed with the
Securities and Exchange Commission.
The Company began operations on January 27, 1998, upon the acquisition of
virtually all of the assets and certain liabilities that were used primarily in
the business of publishing, marketing and distributing a total of 166 community
newspapers and related publications. The effective date of the initial
acquisition was January 1, 1998, since that time, the Company has purchased an
additional 103 publications, for a total of 269 publications in 15 states across
the United States.
The Company has accounted for these acquisitions using the purchase method of
accounting. Accordingly, the costs of each acquisition has been allocated to the
assets acquired and liabilities assumed based upon their respective fair values
using independent valuations where appropriate. The costs of certain intangible
assets acquired are being amortized over periods ranging from 5 to 40 years.
(2) BORROWINGS
The acquisitions, including the payment of related fees and expenses, was
financed in part from the proceeds of $180.0 million from the issuance and sale
by the Operating Company of $180.0 million aggregate principal amount of 9.375%
Senior Subordinated Notes (the "Notes") due February 1, 2008 and the proceeds of
$50.5 million from the issuance and sale by LGP of $89.0 million aggregate
principal amount of 11.625% Senior Discount Debentures (the "Debentures") due
February 1, 2009.
The Notes were issued by the Operating Company and are general unsecured
obligations of the Operating Company. The Notes are irrevocably and
unconditionally joint and severally guaranteed by each of the Operating
Company's existing and future subsidiaries. The Notes are redeemable for cash at
the option of the Operating Company anytime after February 1, 2003 at stipulated
redemption amounts or, in certain limited circumstances, are partially
redeemable on or prior to February 1, 2001 at a redemption amount of 109.375% of
their principal amount. In the event of a change in control of the Operating
Company or the Company, the Company must offer to repurchase the Notes at 101%
of their principal amount.
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On January 27, 1998 the Operating Company entered into a five-year $125.0
million revolving credit facility (the "Revolving Credit Facility"). The
Revolving Credit Facility is secured by substantially all of the tangible and
intangible assets of the Operating Company. Borrowings under the revolving
credit facility bear interest at an annual rate, at the Company's option equal
to the Base Rate (as defined in the credit agreement) or the Eurodollar Rate (as
defined in the credit agreement) plus a margin that varies based upon a ratio
set forth in the credit agreement (the "Applicable Margin"). Under the terms of
the Revolving Credit Facility, the Company pays a fee equal to the Applicable
Margin for Eurodollar Rate Advances (as defined in the credit agreement) per
annum on the aggregate amount of outstanding letters of credit. The Operating
Company also pays a fee on the unused portion of the Revolving Credit Facility.
At March 31, 1999 the Operating Company has utilized $80.0 million of the
Revolving Credit Facility.
(3) STOCKHOLDERS' EQUITY
LGP owns 100% of the Common Stock of the Operating Company. There are no other
classes of stock.
5
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(4) RELATED PARTY TRANSACTIONS
On January 27, 1998 the Company entered into a Management Agreement with Leonard
Green & Partners, L.P. ("Green"), the principal stockholder of LGP, whereby
Green will provide management, consulting and financial planning services to the
Company for an annual management fee of $1.0 million. Green owns 100% of the
Junior Preferred Stock and 90% of the Common Stock.
(5) SUBSEQUENT EVENTS
On April 9, 1999, the Company announced it had reached an agreement in
principle for an exchange of newspapers. The Company will receive 5 daily
newspapers and several weekly publications located in Kansas, Louisiana,
Missouri and New York. In exchange, the Company will dispose of 6 daily
newspapers and several weekly publications in northwestern Pennsylvania. No
cash will be exchanged in this transaction.
(6) RECLASSIFICATIONS
Certain amounts in prior years' financial statements have been reclassified
to conform to the 1999 presentation.
6
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MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
The following discussion should be read in conjunction with the
historical financial statements of the Company, including the notes thereto
which has been summarized in the Company's Annual Report on Form 10-K, SEC file
number 333-46959. Certain information in this section includes forward-looking
statements pertaining to, among other things, competition in its markets,
availability of adequate acquisition opportunities, price and availability of
newsprint, significant use of leverage, general economic conditions, and
environmental matters.
OVERVIEW
The Company is a leading publisher of local newspapers and related
publications that are the dominant source of local news and print advertising in
their markets. The Company owns 269 publications, including 63 daily newspapers,
121 paid weekly newspapers, in 15 states. Revenues are derived from advertising
(73% of 1998 total revenues), circulation (20%) and job printing and other (7%).
The Company's primary operating costs and expenses are comprised of
operating costs and selling, general and administrative expenses. Salaries and
employee benefits are the Company's largest operating costs. The Company has
been able to control salaries and employee benefit expenses by realizing
efficiencies from the implementation of new technologies and the achievement of
synergies from its strategy of clustering its newspaper operations.
The Company began operations on January 27, 1998, upon the acquisition
of virtually all of the assets and certain liabilities that were used primarily
in the business of publishing, marketing and distributing a total of 166
community newspapers and related publications. The effective date of the initial
acquisition was January 1, 1998, since that time, the Company has purchased an
additional 103 publications, for a total of 269 publications in 15 states across
the United States.
The Company has accounted for these acquisitions using the purchase
method of accounting. Accordingly, the cost of each acquisition has been
allocated to the assets acquired and liabilities assumed based upon their
respective fair values using independent valuations where appropriate. The costs
of certain intangible assets acquired are being amortized over periods ranging
from 5 to 40 years.
As a result of the depreciation, amortization, and interest expense
related to these acquisitions, the Company has been and anticipates that it will
be, for the foreseeable future, in a tax loss position. Given the uncertainty as
to the timing of the Company's ability to utilize such losses to offset future
taxable income, the Company does not presently anticipate recording any tax
benefit associated with its pre-tax losses.
7
<PAGE> 10
RESULTS OF OPERATIONS - THREE MONTHS ENDED MARCH 31, 1999 COMPARED TO THREE
MONTHS ENDED MARCH 31, 1998
Total Revenues. Total revenues for the quarter ended March 31, 1999
increased by $12.0 million, or 52.3%, to $35.0 million from $23.0 million for
the quarter ended March 31, 1998. The increase in total revenues was primarily
due to acquisitions and was comprised of a $9.5 million increase in advertising
revenue and a $1.3 million increase in circulation revenue, while job printing
and other revenue increased to $1.2 million.
Operating Costs. Operating costs for the quarter ended March 31, 1999
were $16.0 million, which was an increase of $6.2 million over the quarter ended
March 31, 1998. This increase was primarily driven by acquisitions. As a
percentage of revenue, operating costs increased from 42.9% to 45.9%, primarily
because properties acquired subsequent to March 31, 1998 had a higher cost
structure than existing properties.
Selling, General and Administrative. Selling, general and
administrative expenses for the quarter ended March 31, 1999 increased by $4.0
million, to $11.0 million from $7.0 million for the quarter ended March 31,
1998. The increase in selling, general and administrative expenses during the
quarter ended March 31, 1999 was primarily due to acquisitions.
Depreciation and Amortization. Depreciation and amortization expense
for the quarter ended March 31, 1999 increased by $0.6 million, to $3.7 million
from $3.1 million for the quarter ended March 31, 1998, as a result of the
depreciation and amortization of fixed assets and intangible assets acquired
during the period.
INTEREST EBITDA. EBITDA (which is defined as operating income before
interest, taxes, depreciation and amortization) for the quarter ended March 31,
1999 increased by $1.8 million, to $8.0 million from $6.2 million for the
quarter ended March 31, 1998. The increase in EBITDA during the quarter ended
March 31, 1999 was primarily due to operating income generated by acquisitions,
lower newsprint costs, offset by slightly higher labor costs.
Net Income (Loss). The Company incurred a net loss of $1.4 million for
the quarter ended March 31, 1999, compared to a net loss of $1.1 million for the
quarter ended March 31, 1998. The 0.3 increase in net loss is attributable to
increased depreciation, amortization, and interest expense associated with the
acquisitions.
LIQUIDITY AND CAPITAL RESOURCES
Cash Flows From Operating Activities. Net from operating activities
for the three months ended March 31, 1999 decreased by $3.7 million to $0.1
million compared with $3.6 million provided for the three months ended March
31, 1998. The decrease is due to the timing of the payment of semiannual
interest on Operating Company's 9.375% subordinated Notes.
Cash Flows From Investing Activities. Net cash used in investing
activities for the three months ended March 31, 1999 reflects the acquisition of
8
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Life Printing & Publishing, Inc. and the Halstad Shopper. The Company's capital
expenditures consist of the purchase of machinery, equipment, furniture and
fixtures relating to its publishing operations. The Company has no material
commitments for capital expenditures. The Company will continue to pursue its
strategy of opportunistically purchasing local newspapers in contiguous markets
and clusters of local newspapers in new markets. The Company will only pursue
acquisitions that it believes would contribute to the Company's overall cash
flow growth.
Cash Flows From Financing Activities. Net cash flows from financing
activities for the three months ended March 31, 1999 reflects borrowings made
under the Company's Revolving Credit Facility to fund acquisition costs. The
Company is subject to certain covenants that limit its ability to pay dividends
and make other restricted payments and does not expect to pay cash dividends in
the foreseeable future.
Liquidity. The Company's principal sources of funds will be cash
provided by operating activities and borrowings under its Revolving Credit
Facility. The Company believes that such funds will provide the Company with
sufficient liquidity and capital resources to meet its current and financial
obligations for the foreseeable future. See Note 2 to the Unaudited Consolidated
Financial Statements for a summary of the terms of the Revolving Credit
Facility.
LGP is highly leveraged and has indebtedness that is substantial in
relation to its stockholders' deficit, tangible equity and cash flow. Total
interest expense for the three months ended March 31, 1999 was $5.5 million
including non-cash amortization of financing costs of $0.3 million, and a
stockholder's deficit of $2.4 million. As of March 31, 1999, the ratio of
outstanding indebtedness to total capitalization of LGP was .55 to 1. The degree
to which LGP is leveraged could have important consequences, including the
following: (i) for the three months ending March 31, 1999, a substantial portion
of the Company's cash flow from operations must be dedicated to the payment of
interest on the Notes and interest on its other indebtedness, thereby reducing
the funds available to the Company for other purposes; (ii) indebtedness under
the Revolving Credit Facility is at variable rates of interest, which causes the
Company to be vulnerable to increases in interest rates; (iii) the Company is
substantially more leveraged than certain of it competitors, which might place
the Company at a competitive disadvantage; (iv) the Company may be hindered in
its ability to adjust rapidly to changing market conditions; (v) the Company's
substantial degree of leverage could make it more vulnerable in the event of a
downturn in general economic condition or other adverse events in its business;
and (vi) the Company's ability to obtain additional financing for working
capital, capital expenditures, acquisitions or general corporate purposes may be
impaired.
Year 2000. The Company has implemented a program to assess, remediate
and mitigate the potential impact of the Year 2000 problem throughout the
Company. A Year 2000 problem will occur where date-sensitive software uses two
digit year date fields, sorting the year 2000 ("00") before the year 1999
("99"). The Year 2000 problem can arise in software, technology equipment, or
any other equipment or process that uses embedded software, resulting in data
corruption and processing errors.
The Company has evaluated its internal software and computer systems
and believes its costs associated with addressing the risk of operational
9
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disruption from internal software systems failures relating to Year 2000 issues
will be approximately $0.3 million in 1999.
Management believes that the Company's systems will be substantially
Year 2000 ready prior to the commencement of the year 2000. The Company should
not have a material business risk from such Year 2000 issues provided the
Company's suppliers, vendors, service providers and customers, over which the
Company has no control, successfully address their own Year 2000 issues. The
Company will attempt to assess and monitor its suppliers, vendors, service
providers and customers Year 2000 remediation efforts.
Recent Acquisitions. During the quarter ended March 31, 1999, the
Company purchased all of the stock of Life Printing & Publishing, a chain of 17
weekly publications headquartered in Oak Brook, Illinois with a combined
circulation of 120,000 in the western suburbs of Chicago, IL.
In February 1999, the Company also purchased the 31,000 circulation
Halstad Shopper located in Halstad, Minnesota.
Safe Harbor Provision. This Form 10-Q contains "forward-looking
statements," which can be identified by the use of forward-looking terminology,
such as "may," "intend," "will," "expect," "anticipate," "estimate," "seek," or
"continue" or the negative thereof or other variations thereon or comparable
terminology. In particular, any statements, expressed or implied, concerning the
future operating results or the ability to generate revenues, income or cash
flow are forward-looking statements. Although LGP believes that the expectations
reflected in such forward-looking statements are reasonable, there can be no
assurance that such expectations will prove to have been accurate. LGP disclaims
any obligation to update any such forward-looking statements or to publicly
announce results of any revisions to any of the forward-looking statements
contained in this Form 10-Q to reflect future events or developments. All
forward-looking statements are expressly qualified by such cautionary
statements. Actual results could differ materially and adversely from the
forward-looking statements as a result of, among other things, competition in
the Company's markets, availability of attractive acquisition opportunities,
price and availability of newsprint, the Company's significant use of leverage,
general economic conditions and environmental matters.
Subsequent Events. On April 9, 1999, the Company announced it had
reached an agreement in principle for a an exchange of newspapers. The Company
will receive 5 daily newspapers, weekly publication located in Kansas,
Louisiana, Missouri and New York. In exchange, the Company will dispose of 6
daily newspapers and several weekly publications in northwestern Pennsylvania.
No cash will be exchanged in this transaction.
10
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ITEM 6. Exhibits and Reports on Form 8-K.
(a) Exhibits:
11
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EXHIBIT
NUMBER DESCRIPTION
- ------ -----------
27 Financial Data Schedule.
(b) Reports on Form 8-K.
No reports on Form 8-K were filed during the nine months ended
September 30, 1998.
12
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SIGNATURES
Pursuant to the requirement of the Securities Exchange Act of 1934, the
registrant has duly caused this report to by signed on its behalf by the
undersigned thereunto duly authorized.
DATE: LIBERTY GROUP OPERATING, INC.
--------------------------------
/s/ Kenneth L. Serota
-------------------------------------
Kenneth L. Serota
President and Chief Executive
Officer
/s/ Kevin O'Shea
-------------------------------------
Kevin O'Shea
Senior Vice President and
Chief Financial Officer
Principal Financial Officer
13
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary information extracted from the balance sheet as
of March 31, 1999 and the statement of earnings for the three months ended March
31, 1999 and is qualified in its entirety by reference to such financial
statements.
</LEGEND>
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> MAR-31-1999
<PERIOD-END> DEC-31-1999
<CASH> 2,175
<SECURITIES> 0
<RECEIVABLES> 17,000
<ALLOWANCES> (1,070)
<INVENTORY> 1,074
<CURRENT-ASSETS> 21,499
<PP&E> 35,685
<DEPRECIATION> (1,771)
<TOTAL-ASSETS> 453,460
<CURRENT-LIABILITIES> 103,734
<BONDS> 181,804
0
0
<COMMON> 0
<OTHER-SE> 145,728
<TOTAL-LIABILITY-AND-EQUITY> 453,460
<SALES> 35,003
<TOTAL-REVENUES> 35,003
<CGS> 16,050
<TOTAL-COSTS> 16,050
<OTHER-EXPENSES> 14,639
<LOSS-PROVISION> 170
<INTEREST-EXPENSE> 5,781
<INCOME-PRETAX> (1,467)
<INCOME-TAX> 0
<INCOME-CONTINUING> (1,467)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (1,467)
<EPS-PRIMARY> (18.34)
<EPS-DILUTED> (18.34)
</TABLE>
