MEDIA GENERAL INC
10-Q, 2000-05-01
NEWSPAPERS: PUBLISHING OR PUBLISHING & PRINTING
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                UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC. 20549
                                    Form 10-Q

[X]      QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
         EXCHANGE ACT OF 1934

                  For the quarterly period ended March 26, 2000

                                       OR

[ ]      TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
         EXCHANGE ACT OF 1934

             For the transition period from__________ to___________

                         Commission file number: 1-6383

                               MEDIA GENERAL, INC.
             (Exact name of registrant as specified in its charter)

               Commonwealth of Virginia                      54-0850433
            (State or other jurisdiction of              (I.R.S. Employer
            incorporation or organization)              Identification No.)

           333 E. Franklin St., Richmond, VA                   23219
       (Address of principal executive offices)             (Zip Code)

                                 (804) 649-6000
              (Registrant's telephone number, including area code)

                                       N/A
                                       ---

              (Former name, former address and former fiscal year,
                         if changed since last report.)

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days.

                       Yes          X                No
                            -------------                -------------

Indicate the number of shares  outstanding  of each of the  issuer's  classes of
common stock as of April 30, 2000.

                       Class A Common shares:  23,979,804
                       Class B Common shares:     556,574


<PAGE>
<TABLE>
                               MEDIA GENERAL, INC.
                                TABLE OF CONTENTS
                                FORM 10-Q REPORT
                                 MARCH 26, 2000

                                                                                         Page
                                                                                         ----
Part I.    Financial Information
<S> <C>
       Item 1.     Financial Statements

                      Consolidated Condensed Balance Sheets - March 26, 2000,
                      and December 26, 1999                                                 1

                      Consolidated Condensed Statements of Operations - Three months
                      ended March 26, 2000, and March 28, 1999                              3

                      Consolidated Condensed Statements of Cash Flows - Three
                      months ended March 26, 2000, and March 28, 1999                       4

                      Notes to Consolidated Condensed Financial Statements                  5

       Item 2.     Management's Discussion and Analysis of Financial Condition
                   and Results of Operations                                                8

Part II.   Other Information

       Item 6.     Exhibits and Reports on Form 8-K                                        13

                      (a)    Exhibits

                      (b)    Reports on Form 8-K

Signatures                                                                                 14
</TABLE>



<PAGE>
<TABLE>

                                           PART I - FINANCIAL INFORMATION

Item 1.           Financial Statements

                                                 MEDIA GENERAL, INC.
                                        CONSOLIDATED CONDENSED BALANCE SHEETS
                                                (000's except shares)
<CAPTION>
                                                                           (Unaudited)
                                                                            March 26,               December 26,
                                                                              2000                      1999
                                                                       -----------------         ------------------

ASSETS
<S>                                                                    <C>                       <C>
Current assets:
     Cash, cash equivalents and short-term investments                 $         126,212         $          646,046
     Accounts receivable - net                                                    94,042                    102,834
     Inventories                                                                  12,354                     14,282
     Other                                                                        28,030                     33,572
                                                                       -----------------         ------------------
         Total current assets                                                    260,638                    796,734
                                                                       -----------------         ------------------

Investments in unconsolidated affiliates                                          86,306                     87,871

Other assets                                                                      66,894                     58,945

Property, plant and equipment - net                                              381,980                    381,476

Excess of cost over fair value of net identifiable assets
     of acquired businesses - net                                                627,247                    631,597

FCC licenses and other intangibles - net                                         379,982                    383,751
                                                                       -----------------         ------------------

                                                                       $       1,803,047         $        2,340,374
                                                                       =================         ==================
</TABLE>





                                               See accompanying notes.



                                                         1

<PAGE>
<TABLE>

                                                 MEDIA GENERAL, INC.
                                        CONSOLIDATED CONDENSED BALANCE SHEETS
                                                (000's except shares)
<CAPTION>
                                                                           (Unaudited)
                                                                            March 26,               December 26,
                                                                              2000                      1999
                                                                       -----------------         ------------------

LIABILITIES AND STOCKHOLDERS' EQUITY
<S>                                                                    <C>                       <C>
Current liabilities:
     Accounts payable                                                  $          26,839         $           32,032
     Accrued expenses and other liabilities                                       79,810                     75,190
     Income taxes payable                                                         63,725                    508,966
     Current maturity of long-term debt                                              ---                     13,000
                                                                       -----------------         ------------------
         Total current liabilities                                               170,374                    629,188
                                                                       -----------------         ------------------

Long-term debt                                                                    47,313                     46,838

Deferred income taxes                                                            218,773                    217,437

Other liabilities and deferred credits                                           114,329                    116,009

Stockholders' equity:
     Preferred stock ($5 cumulative convertible),
         par value $5 per share:
              Authorized 5,000,000 shares;
                  none outstanding
     Common stock, par value $5 per share:
         Class A, authorized 75,000,000 shares; issued
              24,237,789 and 25,911,614 shares                                   121,189                    129,558
         Class B, authorized 600,000 shares; issued
              556,574 shares                                                       2,783                      2,783
     Additional paid-in capital                                                      ---                      3,040
     Accumulated other comprehensive income-
         unrealized gains on equity securities                                     9,841                      7,392
     Unearned compensation                                                        (2,684)                    (2,973)
     Retained earnings                                                         1,121,129                  1,191,102
                                                                       -----------------         ------------------
         Total stockholders' equity                                            1,252,258                  1,330,902
                                                                       -----------------         ------------------

                                                                       $       1,803,047         $        2,340,374
                                                                       =================         ==================
</TABLE>

                                               See accompanying notes.

                                                         2
<PAGE>
<TABLE>
                                                 MEDIA GENERAL, INC.
                                   CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS
                                                     (Unaudited)
                                          (000's except for per share data)
<CAPTION>
                                                                                    Three Months Ended
                                                                       --------------------------------------------
                                                                            March 26,                 March 28,
                                                                              2000                      1999
                                                                       -----------------         ------------------
<S>                                                                    <C>                       <C>
Revenues                                                               $         199,195         $          191,811
                                                                       -----------------         ------------------

Operating costs:
     Production                                                                  101,053                     96,416
     Selling, distribution and administrative                                     58,760                     53,419
     Depreciation and amortization                                                20,245                     20,090
                                                                       -----------------         ------------------
         Total operating costs                                                   180,058                    169,925
                                                                       -----------------         ------------------

Operating income                                                                  19,137                     21,886
                                                                       -----------------         ------------------

Other income (expense):
     Interest expense                                                             (1,739)                   (15,355)
     Investment (loss) income - unconsolidated affiliates                         (1,565)                     5,022
     Other, net (including $8,179 of interest income in
         2000 and $21 in 1999)                                                     8,265                        305
                                                                       -----------------         ------------------

         Total other income (expense)                                              4,961                    (10,028)
                                                                       -----------------         ------------------

Income from continuing operations before
     income taxes                                                                 24,098                     11,858

Income taxes                                                                       9,736                      4,950
                                                                       -----------------         ------------------

Income from continuing operations                                                 14,362                      6,908

Income from discontinued Cable operations (net
     of income taxes of $2,665 in 1999)                                              ---                      4,398
                                                                       -----------------         ------------------

Net income                                                             $          14,362         $           11,306
                                                                       =================         ==================



Earnings per common share:
     Income from continuing operations                                 $            0.56         $             0.26
     Income from discontinued Cable operations                                       ---                       0.16
                                                                       -----------------         ------------------
Net income                                                             $            0.56         $             0.42
                                                                       =================         ==================
Earnings per common share  - assuming dilution:
     Income from continuing operations                                 $            0.55         $             0.26
     Income from discontinued Cable operations                                       ---                       0.16
                                                                       -----------------         ------------------
Net income                                                             $            0.55         $             0.42
                                                                       =================         ==================

Dividends paid per common share                                        $            0.16         $             0.15
                                                                       =================         ==================
</TABLE>

                                               See accompanying notes.


                                                         3

<PAGE>
<TABLE>
                                                 MEDIA GENERAL, INC.
                                   CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
                                                     (Unaudited)
                                                       (000's)
<CAPTION>
                                                                                    Three Months Ended
                                                                       --------------------------------------------
                                                                            March 26,                 March 28,
                                                                              2000                      1999
                                                                       --------------------------------------------
<S>                                                                    <C>                       <C>
Operating activities:

Net income                                                             $          14,362         $           11,306

Adjustments to reconcile net income:
     Depreciation and amortization                                                20,245                     26,226
     Deferred income taxes                                                           576                       (819)
     Investment loss (income) -- unconsolidated affiliates,
         net of distributions                                                      1,565                     (1,989)
     Change in assets and liabilities:
         Accounts receivable and inventories                                      10,720                      7,681
         Accounts payable, accrued expenses, and
              other liabilities                                                   (4,813)                   (10,107)
         Taxes payable                                                          (444,765)                     9,353
         Other                                                                    (5,584)                    (4,897)
                                                                       -----------------         ------------------

Net cash (used) provided by operating activities                                (407,694)                    36,754
                                                                       -----------------         ------------------

Investing activities:
     Capital expenditures                                                        (10,536)                   (15,477)
     Proceeds from maturity of short-term investments                            390,748                        ---
     Other, net                                                                     (732)                    (2,723)
                                                                       -----------------         ------------------
Net cash provided (used) by investing activities                                 379,480                    (18,200)
                                                                       -----------------         ------------------

Financing activities:
     Increase in debt                                                                ---                     91,000
     Payment of debt                                                             (13,080)                  (108,231)
     Stock repurchase                                                            (85,270)                       ---
     Dividends paid                                                               (4,094)                    (4,030)
     Other, net                                                                    1,572                        827
                                                                       -----------------         ------------------

Net cash used by financing activities                                           (100,872)                   (20,434)
                                                                       -----------------         ------------------

Net decrease in cash and cash equivalents                                       (129,086)                    (1,880)
Cash and cash equivalents at beginning of year                                   255,298                      7,637
                                                                       -----------------         ------------------
Cash and cash equivalents at end of period                             $         126,212         $            5,757
                                                                       =================         ==================

Supplemental  disclosures of cash flow information:
Cash paid during the period for:
     Interest (net of amount capitalized)                              $           1,505         $           14,989
     Income taxes                                                      $         453,445         $              334
</TABLE>

                                               See accompanying notes.

                                                         4
<PAGE>
                               MEDIA GENERAL, INC.
              NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
                                   (Unaudited)

         1.       The accompanying  unaudited  consolidated  condensed financial
statements have been prepared in accordance with generally  accepted  accounting
principles  for  interim  financial  reporting,  and with  applicable  quarterly
reporting  regulations of the Securities  and Exchange  Commission.  They do not
include all of the  information  and  footnotes  required by generally  accepted
accounting principles for complete financial statements and, accordingly, should
be read in conjunction  with the consolidated  financial  statements and related
footnotes  included  in the  Company's  Annual  Report on Form 10-K for the year
ended December 26, 1999.

                  In the opinion of management,  all adjustments  (consisting of
normal recurring  adjustments)  considered  necessary for a fair presentation of
interim  financial  information  have been included.  Certain items in 1999 have
been  reclassified  to  conform  with  the  current  year's  presentation.   The
reclassifications  have no effect  on net  income as  previously  reported.  The
results of operations for interim periods are not necessarily  indicative of the
results that may be expected for the full fiscal year.


         2.       On March  27,  2000,  subsequent  to the  close  of the  first
quarter, the Company acquired the common stock of Spartan  Communications,  Inc.
(Spartan)  for  approximately  $605 million.  Approximately  $500 million of the
purchase  price was  funded  with  borrowings  under an  existing  $1.2  billion
revolving  credit  facility.  The  acquisition  included  12  network-affiliated
television  stations  and one UPN  affiliate  which  is  operated  under a local
marketing agreement. The transaction will be accounted for as a purchase and the
Company's  results of  operations  will  include the results of Spartan from the
date of  acquisition.  Purchase  price will be allocated to the assets  acquired
based on an appraisal of estimated fair values.


         3.       In  December  1999,   the  Company   initiated  a  program  to
repurchase up to $250 million of the Company's Class A common stock. As of March
26, 2000,  approximately 1.9 million shares had been repurchased (1.7 million in
2000) at a cost of  approximately  $101  million ($89 million in 2000) since the
program's inception.

         4.       Inventories are principally raw materials.



                                       5
<PAGE>
<TABLE>
         5.       The  following  table  sets  forth  the  Company's   financial
performance by segment:
<CAPTION>

(In thousands)                                   Publishing     Television      Newsprint           Total
- ---------------------------------------------------------------------------------------------------------
<S>                                            <C>            <C>            <C>             <C>
Three Months Ended March 26, 2000
Consolidated revenues *                        $    132,076   $     40,382   $     26,737    $    199,195
                                               ==========================================================

Segment operating cash flow                    $     41,963   $      9,110   $     (2,608)   $     48,465
Allocated amounts:
   Equity in net loss of unconsolidated
     affiliates                                        (674)                         (891)         (1,565)
   License fees from unconsolidated affiliate                                          66              66
   Depreciation and amortization                     (6,429)        (2,964)        (1,872)        (11,265)
                                               ----------------------------------------------------------
     Segment profit                            $     34,860   $      6,146   $     (5,305)         35,701
                                               ===========================================

Unallocated amounts:
   Interest expense                                                                                (1,739)
   Acquisition intangible amortization                                                             (8,095)
   Corporate expenses                                                                              (8,379)
   Other                                                                                            6,610
                                                                                             ------------
     Consolidated income from continuing operations before income taxes                      $     24,098
                                                                                             ============

- ---------------------------------------------------------------------------------------------------------
Three Months Ended March 28, 1999
Consolidated revenues *                        $    127,903   $     37,061   $     26,847    $    191,811
                                               ==========================================================
Segment operating cash flow                    $     39,447   $      8,715   $        769    $     48,931
Allocated amounts:
   Equity in net income (loss) of
     unconsolidated affiliates                         (514)                        3,950           3,436
   License fees from unconsolidated affiliate                                         254             254
   Depreciation and amortization                     (6,329)        (2,704)        (1,876)        (10,909)
                                               ----------------------------------------------------------
     Segment profit                            $     32,604   $      6,011   $      3,097          41,712
                                               ==========================================
Unallocated amounts:
   Interest expense                                                                               (15,355)
   Acquisition intangible amortization                                                             (8,484)
   Corporate expenses                                                                              (6,800)
   Other                                                                                              785
                                                                                             ------------
     Consolidated income from continuing operations before income taxes                      $     11,858
- ---------------------------------------------------------------------------------------------------------
</TABLE>

* Intercompany  revenues are less than 1% of consolidated revenues and have been
eliminated.


                                       6
<PAGE>
<TABLE>
         6.       The following  table sets forth the  computation  of basic and
diluted earnings per share from continuing operations:
<CAPTION>
                                                 Quarter Ended March 26, 2000                 Quarter Ended March 28, 1999
                                          -----------------------------------------    ------------------------------------------
                                              Income        Shares      Per Share          Income        Shares       Per Share
(In thousands, except per share amounts)    (Numerator) (Denominator)    Amount          (Numerator)  (Denominator)     Amount
                                          -----------------------------------------    ------------------------------------------
<S>                                           <C>             <C>        <C>               <C>             <C>         <C>
Basic EPS
Income from continuing operations
   available to common stockholders           $14,362         25,657     $    0.56         $ 6,908         26,646      $    0.26
                                                                         =========                                     =========

Effect of dilutive securities
Stock options                                                    210                                          265
Restricted stock and other                         (6)            92                           (10)           111
                                              ----------------------                       ----------------------

Diluted EPS
Income from continuing operations
   available to common stockholders
   plus assumed conversions                   $14,356         25,959     $    0.55         $ 6,898         27,022      $    0.26
                                              ====================================         =====================================
</TABLE>


         7.       The Company has reflected  its  investment in the common stock
of Hoover's,  Inc., which is included in the accompanying balance sheet in Other
Assets,  at fair  value and  recognized  an  increase  in  comprehensive  income
aggregating $2.4 million,  net of tax, for the unrealized gain on the investment
during the first quarter. Comprehensive income for the three month periods ended
March 26,  2000,  and March 28,  1999,  was  $16.8  million  and $11.3  million,
respectively.

         8.       The Company sold its Cable  operations to Cox  Communications,
Inc.  for  approximately  $1.4  billion in October  1999.  The sale of the Cable
Segment resulted in a gain of $799 million (net of income taxes of $510 million)
which  is  subject  to  resolution  with  the  buyer  of  certain   post-closing
adjustments  relating to working capital and income tax matters.  It is expected
these post-closing items will be resolved during the second quarter of this year
and could  result in a small  additional  gain for the Company.  Federal  income
taxes related to the Cable gain were paid in the first quarter of 2000;  related
state  income  taxes  were paid early in the  second  quarter of this year.  The
results of the Cable Segment have been presented as  discontinued  operations in
the accompanying consolidated condensed statements of operations as follows:

                                              Quarter ended
(in thousands)                                March 28, 1999
                                              --------------

Revenues                                          $40,388
Costs and expenses                                 33,325
                                                  -------
Income before income taxes                          7,063
Income taxes                                        2,665
                                                  -------
Income from discontinued Cable operations         $ 4,398
                                                  =======




                                       7
<PAGE>

Item 2.           Management's Discussion and Analysis of Financial Condition
                  and Results of Operations

OVERVIEW
- --------

         Media General is an independent,  publicly owned communications company
situated  primarily in the Southeast with  interests in newspapers,  television,
interactive media,  recycled newsprint production,  and diversified  information
services.

         The Company's fiscal year ends on the last Sunday in December.

         The  past  several  years  have  been  distinguished  by  a  series  of
acquisitions,  exchanges,  investments and dispositions which have significantly
intensified  the  Company's  focus on  southeastern  newspapers  and  television
stations. Continuing this strategy, the Company acquired Spartan Communications,
Inc.  (Spartan) for  approximately  $605 million early in the second  quarter of
this  year.  The  Spartan  acquisition  includes  12  major   network-affiliated
television  stations  and one UPN  affiliate  which  is  operated  under a local
marketing  agreement.  Additionally,  the Company  continues with its program to
repurchase up to $250 million of its Class A common stock. As of March 26, 2000,
approximately  1.9  million  shares  had been  repurchased  since the  program's
inception at a cost of approximately $101 million.

RESULTS OF OPERATIONS
- ---------------------

         Net income rose 27% from $11.3  million in the first quarter of 1999 to
$14.4 million in the first quarter of 2000;  income from  continuing  operations
more than doubled over that same time period.  This increase was attributable to
a  combination  of a $13.6  million  reduction  in interest  expense and an $8.2
million  increase  in  interest  income,  both  facilitated  by the  sale of the
Company's Cable operations in October 1999.  Segment  operating profit increases
of nearly 7% in the  Publishing  Segment  and better  than 2% in the  Television
Segment  were more than  offset by weak  Newsprint  Segment  results.  Newsprint
operating  income  of $3.1  million  in the  first  quarter  of 1999  fell to an
operating loss of $5.3 million in the current  quarter due  principally to lower
quarter-over-quarter newsprint selling price.


PUBLISHING
- ----------

         Operating  income for the  Publishing  Division  increased $2.3 million
(7%) in the first  quarter of 2000 over the  comparable  1999  level.  This good
performance  was  propelled  by a $4.2 million  increase in revenues,  partially
offset by a $1.8 million rise in operating expenses and slightly reduced results
from  equity  investments.  As  illustrated  by the  following  chart,  improved
year-over-year   revenues  were  driven  by  a  strong  increase  in  classified
advertising  (led  by the  automotive  and  employment  categories)  and a solid
performance in general advertising (led by the automotive and telecommunications
categories), which more than offset lackluster retail advertising revenues (down
in the department store and apparel categories).



                                       8
<PAGE>
                               Publishing Segment
                        Advertising Revenues by Category
                                   (millions)

                                    [Graph]

                            Retail  Classified  General
                            ------  ----------  -------
                    2000     45.4      47.1       8.8
                    1999     46.1      43.4       7.9


         Publishing  Segment  operating  expenses rose due to a  combination  of
factors:  a $.7 million  rise in employee  compensation  and benefit  costs as a
result of normal salary increases,  a $1 million increase in bad debt expense as
good  collection  performance  in the first  quarter of 1999  returned to a more
normal  level in the current  year,  and  finally,  a $1.3  million  increase in
operating  costs at the  Company's  Florida  newspapers  due primarily to higher
promotional and occupancy costs. The Tampa Tribune incurred  expenses and higher
rental costs related to its move to the Company's new multimedia facility, which
also houses  WFLA-TV and the  Company's  area online  presence,  TBO.com.  These
combined increases more than offset a $1.6 million decrease in newsprint expense
due to lower cost per ton.

         TELEVISION
         ----------

         Television operating income rose slightly,  up a modest 2% in the first
quarter of this year compared to the first three months of 1999.  While revenues
increased  a solid  $3.3  million  (9%) in 2000,  operating  expenses  rose $3.2
million as well.  The  following  chart  illustrates  improved time sales in all
advertising revenue categories: National advertising rose on the strength of the
automotive  category,  Political  advertising  increased  as  a  result  of  the
presidential and congressional  primaries, and Local advertising improved due to
vigor in the fast food and furniture categories.  The small to mid-size stations
posted over 90% of this total advertising revenue increase,  while the Company's
largest station, WFLA in Tampa, was responsible for the remainder.


                                       9
<PAGE>
                               Television Segment
                      Advertising Time Sales by Categories
                                   (millions)

                                    [Graph]

                               Local  National  Political
                               -----  --------  ---------
                      2000     22.8     15.2       0.8
                      1999     22.4     14.1       0.1


         The higher Television  operating  expenses resulted from an 8% increase
in programming costs related to the addition of enhanced  programming and from a
3.5% rise in employee  compensation and benefit expense due to upgraded staffing
as well as normal increases. The Company's Tampa station was responsible for the
largest portion of these increased  operating  expenses due to the reasons above
as well as to higher  occupancy costs as WFLA moved into the Company's new fully
digital, state-of-the-art multimedia center.


NEWSPRINT
- ---------

         The Newsprint Segment produced an operating loss of $5.3 million in the
first  quarter  of 2000  compared  to  operating  income of $3.1  million in the
equivalent  year-ago  period.  Both wholly  owned  Garden State Paper (down $3.5
million)  and  one-third   owned  SP  Newsprint   Company  (down  $4.9  million)
contributed  to the  shortfall.  Despite a $46 per ton drop in average  realized
selling price at Garden State Paper,  year-over-year  revenues  were  relatively
flat due to an 11%  increase  in tons  sold  attributable  to  strong  demand in
anticipation  of an announced April price increase.  Although  average  realized
selling price began to rise  gradually in the second half of 1999 and into 2000,
the  current-year  first quarter level still  remained below that of last year's
first quarter, as the following chart illustrates:

                           Garden State Paper Company
                        Average Newsprint Selling Price
                                  ($ per ton)

                                    [Graph]

                              Month  2000    1999
                              -----  ----    ----
                              JAN     444     510
                              FEB     446     496
                              MAR     448     470
                              APR             446
                              MAY             433
                              JUN             422
                              JUL             408
                              AUG             411
                              SEP             417
                              OCT             420
                              NOV             434
                              DEC             444

                                       10
<PAGE>

         The  increased  volume of  newsprint  sold by Garden  State  produced a
corresponding rise in operating expenses.  These included a $2.2 million rise in
cost of goods  sold as a result of the  aforementioned  increase  in tons  sold.
Based  primarily on higher volume,  energy costs rose 6%, while  maintenance and
repair costs were up 13% due to production difficulties within the quarter.

         The  Company's  results from its share of SP Newsprint  Company  (SPNC)
fell from a profit of $4 million in the first  quarter of last year to a loss of
$.9 million in the current  quarter.  At SPNC's  Dublin  mill,  the  majority of
negative profit swing was attributable to a 14% decline in revenues precipitated
by the  year-over-year  drop in average  realized  selling price combined with a
4.5%  decrease  in  tons  sold,  the  product  of  uncharacteristic   production
difficulties.  Additionally,  the  Company's  results from SPNC  included a $1.9
million loss from its Newberg, Oregon mill, acquired in November 1999.


INTEREST INCOME AND EXPENSE
- ---------------------------

         Interest  expense in the first  three  months of 2000  decreased  $13.6
million from the equivalent  year-ago period due to an $820 million reduction in
average debt outstanding. This debt reduction was effected when a portion of the
proceeds from the October 1999 sale of the Company's  Cable  operations was used
to repay all bank debt then  outstanding  and to terminate  associated  interest
rate swaps.  The effective  interest rate rose  approximately  1% from the first
quarter of 1999 to the current quarter.

         Concurrently  with the Spartan  acquisition early in the second quarter
of this year,  the Company  entered into several new interest rate swaps as part
of an overall risk management strategy. The objective is to manage interest cost
and risk associated with variable interest rates,  primarily  short-term changes
in LIBOR,  not to trade such instruments for profit or loss. These interest rate
swaps total $300 million with  maturities  that range from less than one year to
three years; they effectively  convert some of the Company's  variable rate debt
to fixed rated debt at interest rates currently approximating 7.4%.

         The Company earned interest income of $8.2 million in the first quarter
of 2000 from its investments predominantly in prime-rated commercial paper.



INCOME TAXES
- ------------

         Income taxes from continuing  operations  increased $4.8 million in the
first quarter of this year on a pretax earnings rise of $12.2 million.  Slightly
offsetting the effect on taxes of these increased earnings was a modest decrease
in the Company's effective tax rate.

LIQUIDITY
- ---------

         The proceeds from the maturity of short-term investments, together with
cash on hand and funds generated from operating activities,  combined to provide
funds for several large  anticipated  payments  during the first quarter of this
year. The most  significant of these include the following:  approximately  $453
million of federal tax payments (the majority of which were  attributable to the
gain on sale, in October 1999, of the Company's Cable operations),  in excess of
$85 million of stock  repurchases  and a scheduled  $13 million  installment  on
senior  note  debt.   These  funds  also  supplied  $10.5  million  for  capital
expenditures and $4 million for the payment of dividends to stockholders.

                                       11
<PAGE>

         The Company has made  several  significant  cash  outlays  early in the
second  quarter.  It borrowed  approximately  $500  million  under its  existing
seven-year  $1.2  billion  revolving  credit  facility  to fund the  purchase of
Spartan,  at which time it concurrently  entered into several interest rate swap
agreements.  Additionally,  state  income  taxes of  approximately  $55 million,
principally  related  to the  Cable  gain,  were  paid in the  middle  of April.
Finally,  the stock repurchase  program initiated in December of 1999 continues.
At April 30, 2000, the Company had available approximately $650 million from its
committed  revolving  credit facility.  The Company  anticipates that internally
generated   funds  provided  by  operations,   together  with  existing   credit
facilities,   will  be  more  than   adequate  to  finance   projected   capital
expenditures,  dividends to stockholders, working capital needs throughout 2000,
as well as other corporate initiatives.



OUTLOOK
- -------

         The completion of the Spartan  acquisition  early in the second quarter
added  13  television  stations  to  the  Broadcast  Segment  and  significantly
increased  the  Company's  presence  in  southeastern  households.  All  of  the
Spartan-owned  television  stations are ranked either number one or two in their
markets and because of their rankings, reputations and strong management, should
immediately  produce  strong  cash  flow  for the  Company.  A  newsprint  price
increase,  announced  early in the second  quarter,  holds  promise for moderate
improvement within the Newsprint Segment. Despite these higher newsprint prices,
the  Publishing  Segment is expected to enjoy  continued  growth  throughout the
year.



                                   * * * * * *

         Certain  statements in this Form 10-Q that are not historical facts are
"forward-looking"  statements, as that term is defined by the federal securities
laws.  Forward-looking  statements  include  statements related to the Company's
share  repurchase   program  and  expectations   regarding   newsprint   prices,
advertising levels and broadcast ratings.  Forward-looking statements, including
those which use words such as the company "believes,"  "anticipates," "expects,"
"estimates" and similar  statements,  are made as of the date of this report and
are subject to risks and uncertainties that could cause actual results to differ
materially from those expressed in or implied by such statements.

         Some  significant  factors that could affect  actual  results  include:
changes in  advertising  demand,  the  availability  and  pricing of  newsprint,
changes in interest rates,  regulatory  rulings and the effects of acquisitions,
investments  and  dispositions  on the Company's  results of operations  and its
financial condition.



                                       12
<PAGE>
                           PART II. OTHER INFORMATION

Item 6.           Exhibits and Reports on Form 8-K

(a)      Exhibits

         27       Financial Data Schedule


(b)      Reports on Form 8-K

         No  reports on Form 8-K were filed by the  Company  during the  quarter
ended March 26, 2000.



















                                       13
<PAGE>
                                   SIGNATURES

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


                                       MEDIA GENERAL, INC.



DATE:         May 1, 2000              /s/ J. Stewart Bryan III
                                       ------------------------
                                       J. Stewart Bryan III, Chairman, President
                                       and Chief Executive Officer



DATE:         May 1, 2000              /s/ Marshall N. Morton
                                       ----------------------
                                       Marshall N. Morton
                                       Senior Vice President and Chief Financial
                                       Officer






                                       14

<TABLE> <S> <C>


<ARTICLE>                           5
<LEGEND>
THIS  SCHEDULE  CONTAINS  SUMMARY  FINANCIAL  INFORMATION  EXTRACTED  FROM MEDIA
GENERAL, INC.'S CONSOLIDATED CONDENSED BALANCE SHEETS AND CONSOLIDATED CONDENSED
STATEMENTS OF  OPERATIONS  AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH
FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER>                        1,000

<S>                                 <C>
<PERIOD-TYPE>                       3-MOS
<FISCAL-YEAR-END>                                   DEC-31-2000
<PERIOD-END>                                        MAR-26-2000
<CASH>                                              126,212
<SECURITIES>                                        0
<RECEIVABLES>                                       100,641
<ALLOWANCES>                                        6,599
<INVENTORY>                                         12,354
<CURRENT-ASSETS>                                    260,638
<PP&E>                                              740,955
<DEPRECIATION>                                      358,975
<TOTAL-ASSETS>                                      1,803,047
<CURRENT-LIABILITIES>                               170,374
<BONDS>                                             47,313
                               0
                                         0
<COMMON>                                            123,972
<OTHER-SE>                                          1,128,286
<TOTAL-LIABILITY-AND-EQUITY>                        1,803,047
<SALES>                                             199,195
<TOTAL-REVENUES>                                    199,195
<CGS>                                               101,053
<TOTAL-COSTS>                                       101,053
<OTHER-EXPENSES>                                    20,245
<LOSS-PROVISION>                                    0
<INTEREST-EXPENSE>                                  1,739
<INCOME-PRETAX>                                     24,098
<INCOME-TAX>                                        9,736
<INCOME-CONTINUING>                                 14,362
<DISCONTINUED>                                      0
<EXTRAORDINARY>                                     0
<CHANGES>                                           0
<NET-INCOME>                                        14,362
<EPS-BASIC>                                         0.56
<EPS-DILUTED>                                       0.55


</TABLE>


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