SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1999
Commission File Number 0-16914
THE E. W. SCRIPPS COMPANY
(Exact name of registrant as specified in its charter)
Ohio 31-1223339
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification Number)
312 Walnut Street
Cincinnati, Ohio 45202
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (513) 977-3000
Title of each class Name of each exchange
on which registered
Securities registered pursuant to
Section 12(b) of the Act:
Class A Common Shares, $.01 par value New York Stock Exchange
Securities registered pursuant to
Section 12(g) of the Act:
Not applicable
Indicate by check mark whether the Registrant (1) has filed
all reports required to be filed by Section 13 or 15(d) of
the Securities Exchange Act of 1934 during the preceding 12
months (or for such shorter period that the Registrant was
required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.
Yes X No
Indicate by check mark if disclosure of delinquent filers
pursuant to Item 405 of Regulation S-K is not contained
herein, and will not be contained, to the best of the
registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this
Form 10-K or any amendment to this Form 10-K.
____
The aggregate market value of Class A Common Shares of the
Registrant held by nonaffiliates of the Registrant, based on
the $43.125 per share closing price for such stock on
February 29, 2000, was approximately $1,080,000,000. As of
February 29, 2000, nonaffiliates held approximately
1,562,800 Common Voting Shares. There is no active market
for such stock.
As of February 29, 2000, there were 59,004,178 of the
Registrant's Class A Common Shares, $.01 par value per
share, outstanding and 19,216,913 of the Registrant's Common
Voting Shares, $.01 par value per share, outstanding.
<PAGE>
INDEX TO THE E. W. SCRIPPS COMPANY
ANNUAL REPORT ON FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 1999
Item No. Page
PART I
1. Business
Newspapers 3
Broadcast Television 7
Category Television 10
Licensing and Other Media 11
Employees 12
2. Properties 12
3. Legal Proceedings 13
4. Submission of Matters to a Vote of Security Holders 13
PART II
5. Market for Registrant's Common Equity and Related
Stockholder Matters 13
6. Selected Financial Data 14
7. Management's Discussion and Analysis of Financial
Condition and Results of Operation 14
8. Financial Statements and Supplementary Data 14
9. Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure 14
PART III
10. Directors and Executive Officers of the Registrant 15
11. Executive Compensation 16
12. Security Ownership of Certain Beneficial Owners and Management 16
13. Certain Relationships and Related Transactions 16
PART IV
14. Exhibits, Financial Statement Schedules and Reports on Form 8-K 16
<PAGE>
PART I
ITEM 1. BUSINESS
The E. W. Scripps Company ("Company") is a diversified media
company operating in three reportable segments: newspapers,
broadcast television and category television. The newspaper
segment includes 19 daily newspapers in the U.S. The
broadcast television segment includes nine network-
affiliated stations. Category television includes Home &
Garden Television ("HGTV"), The Television Food Network
("Food Network"), the Do It Yourself Network ("DIY"), and
the Company's 12% interest in FOX Sports South, a regional
cable television network. Licensing and other media
aggregates the Company's operating segments that are too
small to warrant separate reporting, including syndication
and licensing of news features and comics, publication of
independent telephone directories, and investments in
businesses focusing on new media technology and education
media enterprises. A summary of segment information for the
three years ended December 31, 1999, is set forth on page F-
32 of this Form 10-K.
Newspapers
Operations - The Company acquired or divested the following
newspaper operations in the five years ended December 31,
1999:
1999 - Acquired the 70% of Colorado Real Estate On-line,
an Internet provider of real estate listings, that the
Company did not already own.
1998 - Divested the Dallas Community newspapers,
including the Plano daily.
1997 - Acquired daily newspapers in Abilene, Corpus
Christi, Plano, San Angelo and Wichita Falls, Texas, a
group of community newspapers in the Dallas, Texas,
market and a daily newspaper in Anderson, South
Carolina. Traded its Monterey and San Luis Obispo,
California, daily newspapers for the daily newspaper in
Boulder, Colorado, and terminated the joint operating
agency and ceased operations of its newspaper in El
Paso, Texas.
1996 - Acquired the Vero Beach, Florida, daily newspaper.
1995 - Divested the Watsonville, California, daily
newspaper.
The Company publishes daily newspapers in 19 markets. From
its Washington bureau the Company operates the Scripps
Howard News Service, a supplemental wire service covering
stories in the capital, other parts of the United States and
abroad. Each of the Company's daily newspapers operates an
Internet site featuring content included in the daily
newspaper. The Internet sites provide readers with expanded
or continuous news presence and special features. Many of
the Company's newspapers provide services such as commercial
printing, total market coverage advertising products and
direct mail advertising.
<PAGE>
Revenues - Operating revenues for the five years ended
December 31, 1999, were as follows:
<TABLE>
<CAPTION>
( in thousands )
1999 1998 1997 1996 1995
<S> <C> <C> <C> <C> <C>
Newspaper advertising:
Local ROP $ 272,867 $ 264,000 $ 223,230 $ 195,706 $ 188,870
Classified ROP 282,038 260,679 215,764 185,921 170,039
National ROP 36,244 27,221 23,045 19,495 16,524
Preprint and other 107,740 95,035 68,524 60,554 63,009
Total newspaper advertising 698,889 646,935 530,563 461,676 438,442
Circulation 153,742 162,902 138,746 130,671 127,251
Joint operating agency distributions 50,511 48,278 47,052 39,341 39,476
Other 15,067 16,750 13,931 8,108 7,513
Total 918,209 874,865 730,292 639,796 612,682
Divested newspapers 14,206 30,084 40,372 38,291
Total newspaper operating revenues $ 918,209 $ 889,071 $ 760,376 $ 680,168 $ 650,973
</TABLE>
Daily newspaper operating revenues are derived primarily
from advertising and circulation. Joint operating agency
distributions represent the Company's share of profits of
newspapers managed by the other party to a joint operating
agency (see "Joint Operating Agencies"). Other newspaper
operating revenues include commercial printing.
Advertising rates and revenues vary among the Company's
newspapers depending on circulation, type of advertising,
local market conditions and competition. Advertising
revenues are derived from run-of-paper ("ROP")
advertisements included with news stories in the body of the
newspaper, preprinted advertisements that are generally
produced by advertisers and inserted into the newspaper, and
on-line advertising appearing on the newspapers' Internet
sites.
ROP is further broken down among "local," "classified" and
"national" advertising. Local refers to advertising that is
not in the classified advertising section and is purchased
by in-market advertisers. Classified refers to advertising
in the section of the newspaper that is grouped by type of
advertising, e.g., automotive and help wanted. National
refers to advertising purchased by businesses that operate
beyond the local market and purchase advertising from many
newspapers, primarily through advertising agencies. A given
volume of ROP advertisements is generally more profitable to
the Company than the same volume of preprinted
advertisements.
On-line advertising, which is included in preprint and other
advertising, ranges from simple static banners that appear
at the top and bottom of a web page to more complex
advertisements that use animation and allow users to
interact with the advertisements.
On-line advertising also includes an allocation of
classified advertising revenues that appear in both the
printed editions of the newspapers and on the newspapers'
Internet sites, direct response campaigns and links to
commercial sites. The newspapers generally receive fees for
these links and advertisements, and generally receive a
share of revenue from merchandise sales to users of the
Internet sites. On-line advertising revenues were
$5,200,000 in 1999, $1,800,000 in 1998 and $100,000 in 1997.
Advertising revenues vary through the year, with the first
and third quarters generally having lower revenues than the
second and fourth quarters. Print advertising rates and
volume are highest on Sundays, primarily because circulation
and readership is greatest on Sundays.
<PAGE>
Circulation revenues are derived from home delivery sales of
newspapers to subscribers and from single-copy sales made
through retail outlets and vending machines. Circulation
information for the Company's newspapers is as follows:
<TABLE>
<CAPTION>
( in thousands ) (1) Morning (M)
Newspaper Evening (E) 1999 1998 1997 1996 1995
<S> <C> <C> <C> <C> <C> <C>
Daily Paid Circulation
Abilene (TX) Reporter-News M (5) 38.3 39.8 40.3 41.3 42.7
Albuquerque (NM) Tribune (2) E 21.3 23.0 25.1 27.2 30.0
Anderson (SC) Independent-Mail M (5) 39.6 40.2 41.4 42.0 42.4
Birmingham (AL) Post-Herald (2) E (3) 18.1 21.3 25.6 49.7 58.2
Boulder (CO) Daily Camera M (5) 33.0 34.4 34.2 33.9 34.7
Bremerton (WA) Sun M (4) 35.0 36.5 38.4 36.2 35.9
Cincinnati (OH) Post (2) E 65.4 70.9 77.2 81.3 87.4
Corpus Christi (TX) Caller-Times M (5) 64.8 66.2 68.1 64.8 66.4
Denver (CO) Rocky Mountain News M (6) 396.1 332.0 302.9 316.9 331.0
Evansville (IN) Courier & Press (7) M 71.6 60.6 61.8 60.5 61.8
Knoxville (TN) News-Sentinel M 121.7 121.9 122.3 122.7 124.9
Memphis (TN) Commercial Appeal M 172.9 174.4 185.7 182.6 190.2
Naples (FL) Daily News M 51.6 50.2 49.2 48.4 47.8
Redding (CA) Record-Searchlight M 34.2 34.8 35.7 35.2 37.7
San Angelo (TX) Standard-Times M (5) 30.0 31.2 31.5 32.2 32.7
Stuart (FL) News M 36.8 36.1 35.4 35.1 36.3
Ventura County (CA) Star M (4) 93.1 92.4 95.9 94.7 96.3
Vero Beach (FL) Press Journal M (5) 32.0 32.0 32.4 33.3 32.9
Wichita Falls (TX) Times Record News M (5) 36.7 37.0 37.9 38.0 38.4
Total Daily Circulation 1,392.2 1,334.9 1,341.0 1,376.0 1,427.7
Sunday Paid Circulation
Abilene (TX) Reporter-News (5) 47.4 49.7 50.4 51.5 52.8
Anderson (SC) Independent-Mail (5) 45.3 46.3 47.8 48.1 48.5
Boulder (CO) Daily Camera (5) 40.1 41.6 41.4 41.7 42.7
Bremerton (WA) Sun 39.0 39.7 41.7 39.8 39.6
Corpus Christi (TX) Caller-Times (5) 85.4 86.9 89.4 88.1 96.1
Denver (CO) Rocky Mountain News (6) 504.5 432.9 415.7 406.5 436.1
Evansville (IN) Courier & Press 104.8 105.6 109.2 109.6 114.0
Knoxville (TN) News-Sentinel 159.4 162.8 166.2 167.6 174.8
Memphis (TN) Commercial Appeal 237.9 242.9 256.6 259.4 269.4
Naples (FL) Daily News 64.7 64.3 63.1 61.5 61.4
Redding (CA) Record-Searchlight 38.3 38.0 38.1 38.2 39.9
San Angelo (TX) Standard-Times (5) 36.2 37.2 37.7 38.7 39.4
Stuart (FL) News 45.1 45.7 45.4 44.1 44.4
Ventura County (CA) Star 107.8 104.6 103.4 102.8 104.0
Vero Beach (FL) Press Journal (5) 35.5 35.7 35.9 35.7 35.3
Wichita Falls (TX) Times Record News (5) 41.9 42.8 44.4 45.2 46.8
Total Sunday Circulation 1,633.3 1,576.7 1,586.4 1,578.5 1,645.2
</TABLE>
(1) Based on Audit Bureau of Circulation Publisher's
Statements ("Statements") for the six-month periods
ending September 30, except figures for the Naples Daily
News, the Stuart News and the Vero Beach Press Journal
which are from the Statements for the twelve-month
periods ending September 30.
(2) The other party to a JOA manages this newspaper's
non-editorial operations. See "Joint Operating Agencies."
(3) Moved to evening distribution in 1996.
(4) Bremerton and the Thousand Oaks and Simi Valley
editions of the Ventura County newspaper moved to morning
distribution in 1995.
(5) Abilene, Anderson, Boulder, Corpus Christi, San Angelo and
Wichita Falls acquired in 1997. Vero Beach acquired in 1996.
(6) In 1996 the Company eliminated distribution outside the
newspaper's primary market area ("PMA").
(7) The Evansville JOA was terminated in 1998.
See "Joint Operating Agencies."
<PAGE>
Joint Operating Agencies - The Company is currently a
partner in newspaper joint operating agencies ("JOAs") in
three markets. A JOA combines all but the editorial
operations of two competing newspapers in a market in order
to reduce aggregate expenses and take advantage of economies
of scale, thereby allowing the continuing operation of both
newspapers in that market. The Newspaper Preservation Act
of 1970 ("NPA") provides a limited exemption from anti-trust
laws, generally permitting the continuance of JOAs in
existence prior to the enactment of the NPA and the
formation, under certain circumstances, of new JOAs between
newspapers.
JOA revenues less JOA expenses, as defined in each JOA,
equals JOA profits, which are split between the partners.
In each case JOA expenses exclude editorial expenses. The
other partner manages each of the Company's JOAs. The
Company's share of JOA profits range from approximately 20%
to 40%.
The table below provides certain information about the
Company's JOAs.
<TABLE>
<CAPTION>
Year JOA Year of JOA
Newspaper Publisher of Other Newspaper Entered Into Expiration
<S> <C> <C> <C>
The Albuquerque Tribune Journal Publishing Company 1933 2022
Birmingham Post-Herald Newhouse Newspapers 1950 2015
The Cincinnati Post Gannett Newspapers 1977 2007
</TABLE>
The JOAs generally provide for automatic renewal terms of
ten years, unless advance notice of termination ranging from
two to five years is given by either party.
A JOA in Evansville, Indiana, which was managed by the
Company, expired in 1998 and was not renewed. The Company
had received approximately 80% of JOA profits. The Company
continues to operate its Evansville newspaper.
Competition - The Company's newspapers compete for
advertising revenues primarily with other local media,
including other local newspapers, television and radio
stations, cable television, telephone directories, other
Internet sites and direct mail. Competition for advertising
revenues is based upon audience size and demographics, price
and effectiveness. The Company's newspapers and Internet
sites compete with all other information and entertainment
media for consumers' discretionary time.
All of the Company's newspaper markets are highly
competitive, particularly Denver, which has a competing
morning and Sunday newspaper.
Newspaper Production - The Company's daily newspapers are
printed using offset or flexographic presses and use
computer systems for writing, editing and composing and
producing the advertising and news material printed in each
edition. The Company expects to construct a new production
facility for its Knoxville, Tennessee, daily newspaper
beginning in 2000.
Raw Materials and Labor Costs - The Company consumed
approximately 270,000 metric tons of newsprint in 1999 and
240,000 metric tons in 1998. The Company purchases
newsprint from various suppliers, many of which are
Canadian. Management believes that the Company's sources of
supply of newsprint are adequate for its anticipated needs.
Newsprint is a basic commodity and its price is very
sensitive to the worldwide balance of supply and demand.
Because of the capital commitment to construct and operate
a newsprint mill, the supply of newsprint is relatively
stable except for temporary disruptions caused by labor
stoppages. However, the demand for newsprint can change
quickly, resulting in wide swings in the price of
newsprint. Newsprint prices increased from approximately
$420 per metric ton in the first quarter of 1994 to $745
in the first quarter of 1996, then declined to
approximately $500 by March 1997. Newsprint prices have
fluctuated between $450 and $580 during 1998 and 1999.
The average newsprint price was approximately $480 per
metric ton in the fourth quarter of 1999. Depending upon
market conditions, the Company may use newsprint forward
contracts to hedge its exposure to changes in the price of
newsprint in, at most, the ensuing twelve months. See
"Management's Discussion and Analysis of Financial
Condition and Results of Operations - Market Risk."
Labor costs accounted for approximately 43% of the Company's
newspaper operating expenses in 1999 and 42% in 1998. A
substantial number of the Company's newspaper employees are
represented by labor unions. See "Employees."
<PAGE>
Broadcast Television
Operations - The Company did not acquire or divest any
broadcast television operations in the five years ended
December 31, 1999. In the first quarter of 2000 the Company
received approval from the Federal Communications Commission
("FCC") to purchase KMCI in Lawrence, Kansas. The Company
has operated KMCI under a Local Marketing Agreement since
1996.
The Company's broadcast television segment consists of nine
network-affiliated television stations. The stations rely
on local sales operations for local advertising and national
advertising agencies for obtaining national advertising.
Each of the Company's television stations operates an
Internet site featuring news and other content included in
the broadcast news. The Internet sites provide users with
expanded or continuous news presence and special features.
Revenues - Operating revenues for the five years ended
December 31, 1999, were as follows:
<TABLE>
<CAPTION>
( in thousands )
1999 1998 1997 1996 1995
<S> <C> <C> <C> <C> <C>
Local advertising $ 171,353 $ 166,115 $ 171,211 $ 159,412 $ 150,489
National advertising 120,638 125,432 139,322 127,172 125,476
Political advertising 2,478 20,084 2,106 19,505 3,207
Other 17,893 19,083 18,577 17,378 16,056
Total broadcast television operating revenues $ 312,362 $ 330,714 $ 331,216 $ 323,467 $ 295,228
</TABLE>
Revenues are derived primarily from the sale of time to
businesses for commercial messages that appear during
entertainment and news programming. Local and national
advertising refer to time purchased by local, regional and
national businesses; political refers to campaigns for
elective office and campaigns for political issues.
Automobile advertising accounts for approximately
one-fourth of the Company's local and national advertising
revenues.
The first and third quarters of each year generally have
lower advertising revenues than the second and fourth
quarters. The increasing political advertising in even-
numbered years when congressional and presidential elections
occur makes it difficult to achieve year-over-year increases
in operating results in odd-numbered years.
On-line advertising, which is included in other revenue,
ranges from simple static banners that appear at the top and
bottom of a web page to more complex advertisements that use
animation and allow users to interact with the
advertisements. The Internet sites also offer direct
response campaigns and links to commercial sites. The
stations generally receive fees for these links and
advertisements. On-line advertising revenues were $500,000
in 1999.
Other revenues also include network compensation (see
"Network Affiliation and Programming").
<PAGE>
Information concerning the Company's stations and the
markets in which they operate is as follows:
<TABLE>
<CAPTION>
Current
Expiration Affiliation Stations
Network of FCC Rank of Agreement in
Station and Market Affiliation License Market (1) Expires Market (3) 1999 1998 1997 1996 1995
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
WXYZ, Detroit, Ch. 7 ABC 2005 9 2004 7
Average Audience Share (2) 16 17 18 21 21
Station Rank in Market (4) 1 2 2 1 1
WFTS, Tampa, Ch. 28 ABC (6) 2005 13 2005 10
Average Audience Share (2) 8 9 9 9 11
Station Rank in Market (4) 4 4 4 4 4
WEWS, Cleveland, Ch. 5 ABC 2005 15 2004 11
Average Audience Share (2) 14 14 17 19 19
Station Rank in Market (4) 1 1 2 1 1
KNXV, Phoenix, Ch. 15 ABC (6) 2006 17 2005 11
Average Audience Share (2) 9 9 10 10 11
Station Rank in Market (4) 6 5 4 4 3
WMAR, Baltimore, Ch. 2 ABC (6) 2004 24 2005 6
Average Audience Share (2) 9 10 11 12 14
Station Rank in Market (4) 3 3 3 3 3
KSHB, Kansas City, Ch. 41 NBC 2006 31 2004 8
Average Audience Share (2) 7 7 10 10 11
Station Rank in Market (4) 4 4 4 4 4
WCPO, Cincinnati, Ch. 9 ABC (5) 2005 32 2006 6
Average Audience Share (2) 14 15 17 18 17
Station Rank in Market (4) 2 2 1 1 1
WPTV, W. Palm Beach, Ch. 5 NBC 2005 43 2004 9
Average Audience Share (2) 15 16 19 20 21
Station Rank in Market (4) 1 1 1 1 1
KJRH, Tulsa, Ch. 2 NBC 2006 58 2004 10
Average Audience Share (2) 12 12 14 14 16
Station Rank in Market (4) 3 3 3 3 3
</TABLE>
All market and audience data is based on the November A.C. Nielsen
Company survey.
(1) Rank of Market represents the relative size of the television
market in the United States.
(2) Represents the number of television households tuned to a
specific station from 6 a.m. to 2 a.m. each day,
as a percentage of total viewing households in Area of
Dominant Influence.
(3) Stations in Market does not include public broadcasting
stations, satellite stations, or translators which rebroadcast
signals from distant stations.
(4) Station Rank in Market is based on Average Audience Share as
described in (2).
(5) Prior to June 1996, WCPO was a CBS affiliate.
(6) Prior to January 1995, WFTS and KNXV were FOX affiliates and
WMAR was a NBC affiliate.
<PAGE>
Competition - The Company's television stations compete for
advertising revenues primarily with other local media,
including other television stations, radio stations, cable
television, newspapers, other Internet sites and direct
mail. Competition for advertising revenues is based upon
audience size and demographics, price and effectiveness.
Television stations compete for consumers' discretionary
time with all other information and entertainment media.
The Company's television stations have experienced declines
in their average audience share in recent years due to the
creation of new networks and increased audience share of
alternative service providers such as traditional cable,
"wireless" cable and direct broadcast satellite television.
Continuing technological advances will improve the
capability of alternative service providers to offer video
services in competition with terrestrial broadcasting. The
degree of competition from such service providers, and from
local telephone companies that are pursuing efforts to enter
this market, is expected to increase. The Company intends
to undertake upgrades in its services, including development
of digital television broadcasting, to maintain its
competitive posture. Technological advances in interactive
media services will further increase these competitive
pressures.
Network Affiliation and Programming - The Company's
television stations are affiliated with national television
networks. The networks offer a variety of programs to
affiliated stations, which have the right of first refusal
before such programming may be offered to other television
stations in the same market. Networks compensate affiliated
stations for carrying network programming. The national
television networks have reduced the amount of such
compensation. The Company received $13,100,000 in network
compensation in 1999 and expects network compensation to
total approximately $10,000,000 in 2000 and in 2001.
In addition to network programs, the Company's television
stations broadcast locally produced programs, syndicated
programs, sports events, movies, public service programs and
"niche" programs focusing on topics of interest in the
stations' local markets. News is the focus of the Company's
locally produced programming. Advertising during local news
programs on the Company's stations account for approximately
30% of revenues.
Federal Regulation of Broadcasting - Television broadcasting
is subject to the jurisdiction of the FCC pursuant to the
Communications Act of 1934, as amended ("Communications
Act"). The Communications Act prohibits the operation of
television broadcasting stations except in accordance with a
license issued by the FCC and empowers the FCC to revoke,
modify and renew broadcasting licenses, approve the transfer
of control of any corporation holding such licenses,
determine the location of stations, regulate the equipment
used by stations and adopt and enforce necessary
regulations. The Telecommunications Act of 1996 (the "1996
Act") significantly relaxed the regulatory environment
applicable to broadcasters.
Under the 1996 Act, television broadcast licenses may be
granted for a term of eight years, rather than five, and
they remain renewable upon request. While there can be no
assurance regarding the renewal of the Company's television
broadcast licenses, the Company has never had a license
revoked, has never been denied a renewal and all previous
renewals have been for the maximum term.
FCC regulations govern the multiple ownership of television
stations and other media. Under the multiple ownership
rule, a license for a television station will generally not
be granted or renewed if the grant of the license would
result in (i) the applicant owning more than one, or in some
markets under certain conditions, two television stations in
the same market, or (ii) the grant of the license would
result in the applicant's owning, operating, controlling, or
having an interest in television stations whose total
national audience reach exceeds 35% of all television
households. The FCC rules also generally prohibit "cross-
ownership" of a television station and daily newspaper or
cable television system in the same service area. The
Company's television station and daily newspaper in
Cincinnati were owned by the Company at the time the cross-
ownership rules were enacted and enjoy "grandfathered"
status. These properties would become subject to the cross-
ownership rules upon their sale. The 1996 Act directed the
FCC to review all its ownership rules, and such a review is
ongoing.
Under the Cable Television Consumer Protection and
Competition Act of 1992 ("1992 Act"), each television
broadcast station gained "must-carry" rights on any cable
system defined as "local" with respect to that station.
Stations may waive their must-carry rights and instead
negotiate retransmission consent agreements with local cable
companies. The Company's stations have generally elected to
negotiate retransmission consent agreements with cable
companies. The United States Supreme Court recently held
that the must-carry rules are valid. The FCC is considering
how the must-carry rules will apply to television stations'
new digital transmissions.
<PAGE>
Category Television
Operations - The Company's category television segment
includes HGTV, Food Network, and DIY, which are 24-hour
national cable television networks, and a 12% interest in
FOX Sports South (a regional cable television network). The
Company owned 64% of Food Network at the end of 1999.
Food Network began telecasting in December 1993 and HGTV in
December 1994. DIY began telecasting in the fourth quarter
of 1999.
HGTV features programming focusing on home repair and
remodeling, gardening, decorating and other activities
associated with the home. DIY features immediate access to
step-by-step instructions, in-depth demonstrations and tips
on various topics associated with home improvement,
gardening and crafts. Food Network features programming
focusing on food and entertaining. The audiences for this
targeted programming include a large percentage of consumers
that advertisers wish to reach, enabling the networks to
charge higher rates per viewer than mass-audience networks.
According to the Nielson Homevideo Index, HGTV was telecast
to 59.0 million homes in December 1999, 48.4 million homes
in December 1998 and 36.1 million homes in December 1997.
Food Network was telecast to 44.2 million homes in December
1999, 37.1 million homes in December 1998 and 29.1 million
homes in December 1997.
Each of the Company's networks operates an Internet site
featuring content from its programs and additional
information and products of interest to the networks'
viewers. The Internet sites also permit users to post
comments in response to programs and features, and provide
applications to enable users to communicate with each other
and receive updates in subject areas of their choosing.
HGTV has also established strategic alliances with Internet-
based companies garden.com and homeportfolio.com.
Revenues - Operating revenues for the five years ended
December 31, 1999, were as follows:
<TABLE>
<CAPTION>
( in thousands )
1999 1998 1997 1996 1995
<S> <C> <C> <C> <C> <C>
Advertising $ 169,959 $ 96,271 $ 37,473 $ 15,717 $ 8,734
Affiliate fees 50,142 38,063 19,711 6,943 3,021
Other 8,814 14,307 9,617 8,919 7,174
Total category television operating revenues $ 228,915 $ 148,641 $ 66,801 $ 31,579 $ 18,929
</TABLE>
Category television revenues are derived from the sale of
advertising time and, if provided in the affiliation
agreements, from affiliate fees paid by cable television and
other distribution systems that carry the networks.
Affiliate fees are generally based on the number of
subscribers who receive the networks.
On-line advertising primarily includes banner ads and other
advertisements. Advertising opportunities on the Internet
sites range from simple static banners that appear at the
top and bottom of a web page to more complex advertisements
that use animation and allow users to interact with the
advertisements. The Internet sites also provide advertisers
with sponsorship opportunities, promotions, direct response
campaigns and links to commercial sites. The networks
generally receive fees for these links and advertisements,
and generally receive a share of revenue from merchandise
sales to users of the Internet sites. On-line advertising
revenues were $3,400,000 in 1999 and $700,000 in 1998.
<PAGE>
Programming - The Company both internally produces and
purchases programming for HGTV, DIY and Food Network.
Purchases are made from a variety of independent producers.
In recent years the Company has improved the quality and
variety of programming and expanded the hours of original
programming presented on its networks. The costs to
purchase or produce programs for the networks totaled
$117,000,000 in 1999, $64,000,000 in 1998, and $24,000,000
in 1997. The Company believes it has sufficient sources to
maintain high quality, original programming on its networks.
Distribution - HGTV, DIY and Food Network are transmitted
via satellite to cable television and direct broadcast
satellite systems. The Company's networks generally pay fees
to cable television and direct broadcast satellite systems
in exchange for long-term agreements to distribute the
networks in specific markets. These fees are usually paid
in full when systems launch the networks. The amounts of
the distribution fees depend upon several factors, including
the numbers of subscribers, the duration of the agreements
and the amounts of monthly affiliate fees the systems agree
to pay the Company. Additional payments may be required to
expand distribution.
Popularity of the programming with subscribers is a primary
factor in obtaining and retaining distribution by system
operators. Management believes the popularity of HGTV and
Food Network will enable the Company to renew its existing
distribution agreements at no additional cost.
Competition - In addition to competing with other networks
for distribution on cable television systems, HGTV, DIY and
Food Network compete for advertising revenues primarily with
other local and national media, including other cable
television networks, television stations, radio stations,
newspapers, Internet sites and direct mail. Competition for
advertising revenues is based upon audience size and
demographics, price and effectiveness. The Company's cable
television networks compete for consumers' discretionary
time with all other information and entertainment media.
Licensing and Other Media
Operations - Licensing and other media aggregates the
Company's operating segments that are too small to warrant
separate reporting, including syndication and licensing of
news features and comics and publication of independent
telephone directories. Through Scripps Ventures and other
entities the Company also invests in businesses focusing on
new media technology and education media enterprises.
The Company acquired or divested the following operations in
the five years ended December 31, 1999:
1998 - Acquired independent telephone directories in
Memphis, Tennessee; Kansas City, Missouri; North Palm
Beach, Florida; and New Orleans, Louisiana. Divested
Scripps Howard Productions, the Company's television
program production operation based in Los Angeles.
Revenues - Operating revenues for the five years ended
December 31, 1999, were as follows:
<TABLE>
<CAPTION>
( in thousands )
1999 1998 1997 1996 1995
<S> <C> <C> <C> <C> <C>
Licensing $ 63,755 $ 62,260 $ 56,813 $ 53,672 $ 49,366
Newspaper feature distribution 23,382 22,650 20,920 20,695 18,915
Other 24,669 11,292 4,123 161
Total licensing and other media revenues 111,806 96,202 81,856 74,528 68,281
Divested other media 11,070 21,423 7,542
Total licensing and other media operating revenues $ 111,806 $ 96,202 $ 92,926 $ 95,951 $ 75,823
</TABLE>
The Company, under the trade name United Media, is a leading
distributor of news columns, comics and other features for
the newspaper industry. Included among these features is
"Peanuts," one of the most successful strips in the history
of comic art.
<PAGE>
United Media owns and licenses worldwide copyrights
relating to "Peanuts," "Dilbert" and other character
properties for use on numerous products, including plush
toys, greeting cards and apparel, for promotional purposes
and for exhibit on television and other media. Charles
Schulz, the author of "Peanuts," died in February 2000.
The Company intends to continue syndication of previously
published "Peanuts" strips, and retains the rights to
continue to license the characters. "Peanuts" provides
more than 80% of the Company's licensing revenues,
approximately 70% of which are earned in international
markets, with the Japanese market providing approximately
two-thirds of international revenue. Depending upon
market conditions, the Company may use foreign currency
forward and option contracts to hedge its exposure to
changes in the exchange rate for the Japanese yen. See
"Management's Discussion and Analysis of Financial
Condition and Results of Operations - Market Risk."
Merchandise, literary and exhibition licensing revenues are
generally a negotiated percentage of the licensee's sales.
The Company generally negotiates a fixed fee for the use of
its copyrighted characters for promotional and advertising
purposes. The Company generally pays a percentage of gross
syndication and licensing royalties to the creators of these
properties.
United Media also operates Internet sites using its
syndicated comics and news columns. The sites include
banner ads and other advertisements and allow users to
purchase "Peanuts," "Dilbert" and other merchandise. On-
line revenues were $3,000,000 in 1999.
Competition - The Company's newspaper feature distribution
operations compete for a limited amount of newspaper space
with other distributors of news columns, comics and other
features. Competition is primarily based on price and
popularity of the features. Popularity of licensed
characters is a primary factor in obtaining and renewing
merchandise and promotional licenses.
Investments - Through its Scripps Ventures Fund and other
entities the Company invests in businesses focusing on new
media technology and education media enterprises. The
Company recognized gains (losses), net of fund management
expenses, totaling $1,800,000 in 1999, $1,600,000 in 1998,
and ($2,000,000) in 1997.
See "Management's Discussion and Analysis of Financial
Condition and Results of Operations - Market Risk" and
Note 6 to the Consolidated Financial Statements.
Employees
As of December 31, 1999, the Company had approximately 8,000
full-time employees, of whom approximately 5,900 were with
newspapers, 1,400 with broadcast television, 500 with cable
television networks and 100 with licensing and other media.
Various labor unions represent approximately 1,800
employees, primarily in newspapers. The present operations
of the Company have not experienced any work stoppages since
1985. The Company considers its relationship with employees
to be generally satisfactory.
ITEM 2. PROPERTIES
The properties used in the Company's newspaper operations
generally include business and editorial offices and
printing plants.
The Company's television operations require offices and
studios and other real property for towers upon which
broadcasting transmitters and antenna equipment are located.
The Company's category television operations require offices
and studios and other real and personal property to produce
programs and to transmit the network programming via leased
satellite. HGTV and DIY operate from a production facility
in Knoxville. Food Network operates from leased facilities
in New York.
Management believes the Company's facilities are generally
well maintained and are sufficient to serve its present
needs.
<PAGE>
ITEM 3. LEGAL PROCEEDINGS
The Company is involved in litigation arising in the
ordinary course of business, such as defamation actions and
various governmental and administrative proceedings
primarily relating to renewal of broadcast licenses, none of
which is expected to result in material loss.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matters were submitted to a vote of security holders
during the fourth quarter of 1999.
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED
STOCKHOLDER MATTERS
The Company's Class A Common Shares are traded on the New
York Stock Exchange ("NYSE") under the symbol "SSP." There
are approximately 8,000 owners of the Company's Class A
Common shares, based on security position listings, and 18
owners of the Company's Common Voting shares (which do not
have a public market). The Company has declared cash
dividends in every year since its incorporation in 1922.
Future dividends are, however, subject to the Company's
earnings, financial condition and capital requirements.
The range of market prices of the Company's Class A Common
shares, which represents the high and low sales prices for
each full quarterly period, and quarterly cash dividends are
as follows:
<TABLE>
<CAPTION>
1st 2nd 3rd 4th
Quarter Quarter Quarter Quarter Total
<S> <C> <C> <C> <C> <C>
1999
Market price of common stock:
High $50.250 $51.563 $53.000 $51.375
Low 40.500 41.125 46.313 41.500
Cash dividends per share of common stock $ .14 $ .14 $ .14 $ .14 $ .56
1998
Market price of common stock:
High $55.313 $58.500 $56.000 $51.875
Low 45.063 50.125 42.875 38.500
Cash dividends per share of common stock $ .13 $ .13 $ .14 $ .14 $ .54
</TABLE>
<PAGE>
ITEM 6. SELECTED FINANCIAL DATA
The Selected Financial Data required by this item is filed
as part of this Form 10-K. See Index to Consolidated
Financial Statement Information at page F-1 of this Form 10-K.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATION
Management's Discussion and Analysis of Financial Condition
and Results of Operation required by this item is filed as
part of this Form 10-K. See Index to Consolidated Financial
Statement Information at page F-1 of this Form 10-K.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The Financial Statements and Supplementary Data required by
this item is filed as part of this Form 10-K. See Index to
Consolidated Financial Statement Information at page F-1 of
this Form 10-K.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
ON ACCOUNTING AND FINANCIAL DISCLOSURE
Not applicable.
<PAGE>
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
Executive Officers
Executive officers serve at the pleasure of the Board of
Directors. Certain information about such officers appears
in the table below.
Name Age Position
William R. Burleigh 64 Chairman of the Board of
Directors (since 1999); Chief
Executive Officer (since May 1996);
President (1994 to January 2000);
and Director (since 1990)
Kenneth W. Lowe 50 President, Chief Operating
Officer and Director (since January
2000); President, Scripps Networks
(1993 to 2000)
Richard A. Boehne 43 Executive Vice President
(since February 1999); Vice
President/Communications and
Investor Relations (1995 to 1999)
Daniel J. Castellini 60 Senior Vice President and
Chief Financial Officer (since 1986)
Frank Gardner 57 Senior Vice
President/Interactive Media (since
March 2000); Senior Vice
President/Broadcasting (1993 to 2000)
Alan M. Horton 56 Senior Vice
President/Newspapers (since 1994)
Craig C. Standen 57 Senior Vice
President/Corporate Development (since 1994)
Gregory L. Ebel 44 Vice President/Human Resources (since 1994)
Neal F. Fondren 41 Vice President/New Media
(since November 1996); Director
Administration and Business
Development, Cable Division (1994
to 1996)
James M. Hart 57 Vice President/Television (since 1995)
Jeffrey J. Hively 46 Vice President/Newspaper
Operations (since 1994)
J. Robert Routt 45 Vice President and Controller
(since 1985)
Paul K. Scripps 54 Vice President/Newspapers (since 1986)
Timothy E. Stautberg 37 Vice President/Communications
and Investor Relations (since April
1999); General Manager, Redding
Record Searchlight (1997 to 1999);
Assistant to the Publisher, Denver
Rocky Mountain News (1992 to 1997)
Stephen W. Sullivan 53 Vice President/Newspapers
(since November 1997); President,
Harte-Hanks Newspapers and Senior
Vice President, Harte-Hanks
Communications (1991 to 1997)
M. Denise Kuprionis 43 Corporate Secretary (since 1987)
E. John Wolfzorn 54 Treasurer (since 1979)
<PAGE>
Directors
The information required by Item 10 of Form 10-K relating to
directors of the Company is incorporated by reference to the
material captioned "Election of Directors" in the Company's
definitive proxy statement for the Annual Meeting of
Shareholders ("Proxy Statement"). The Proxy Statement will
be filed with the Securities and Exchange Commission on or
before April 28, 2000.
ITEM 11. EXECUTIVE COMPENSATION
The information required by Item 11 of Form 10-K is
incorporated by reference to the material captioned
"Executive Compensation" in the Proxy Statement.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The information required by Item 12 of Form 10-K is
incorporated by reference to the material captioned
"Security Ownership of Certain Beneficial Owners and
Management" in the Proxy Statement.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The information required by Item 13 of Form 10-K is
incorporated by reference to the material captioned "Certain
Transactions" in the Proxy Statement.
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
Financial Statements and Supplemental Schedules
(a) The consolidated financial statements of the Company
are filed as part of this Form 10-K. See Index to
Consolidated Financial Statement Information at page F-1.
The report of Deloitte & Touche LLP, Independent
Auditors, dated January 24, 2000, is filed as part of
this Form 10-K. See Index to Consolidated Financial
Statement Information at page F-1.
(b) The consolidated supplemental schedules of the
Company are filed as part of this Form 10-K. See
Index to Consolidated Financial Statement Schedules
at page S-1.
Exhibits
The information required by this item appears at page E-1
of this Form 10-K.
Reports on Form 8-K
No Current Reports on Form 8-K were filed in the fourth
quarter of 1999.
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the
Securities and Exchange Act of 1934 the Registrant has duly
caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized, on March 28, 2000.
THE E. W. SCRIPPS COMPANY
By /s/ William R. Burleigh
William R. Burleigh
Chairman and Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act
of 1934, this report has been signed below by the following
persons on behalf of the Registrant in the capacities
indicated, on March 28, 2000.
Signature Title
/s/ William R. Burleigh Chairman of the Board and
William R. Burleigh Chief Executive Officer
(Principal Executive Officer)
/s/ Daniel J. Castellini Senior Vice President and
Daniel J. Castellini Chief Financial Officer
/s/ Kenneth W. Lowe President,Chief Operating
Kenneth W. Lowe Officer and Director
/s/ Charles E. Scripps Chairman of the Executive
Charles E. Scripps Committee of the Board
of Directors
/s/ John H. Burlingame Director
John H. Burlingame
/s/ Daniel J. Meyer Director
Daniel J. Meyer
/s/ Nicholas B. Paumgarten Director
Nicholas B. Paumgarten
/s/ Paul K. Scripps Director
Paul K. Scripps
/s/ Edward Scripps, Jr. Director
Edward Scripps, Jr.
/s/ Nackey E. Scagliotti Director
Nackey E. Scagliotti
/s/ Ronald W. Tysoe Director
Ronald W. Tysoe
/s/ Julie A. Wrigley Director
Julie A. Wrigley
<PAGE>
THE E. W. SCRIPPS COMPANY
INDEX TO CONSOLIDATED FINANCIAL STATEMENT INFORMATION
Item No. Page
1. Selected Financial Data F-2
2. Management's Discussion and Analysis of Financial
Condition and Results of Operations
Forward Looking Statements F-4
Results of Operations F-5
Newspapers F-8
Broadcast Television F-9
Category Television F-10
Liquidity and Capital Resources F-11
Year 2000 Issues F-12
Market Risk F-12
3. Independent Auditors' Report F-13
4. Consolidated Balance Sheets F-14
5. Consolidated Statements of Income F-16
6. Consolidated Statements of Cash Flows F-17
7. Consolidated Statements of Comprehensive Income and
Stockholders' Equity F-18
8. Notes to Consolidated Financial Statements F-19
<PAGE>
<TABLE>
ELEVEN-YEAR FINANCIAL HIGHLIGHTS
<CAPTION>
( in millions, except share data )
1999(1) 1998(1) 1997(1) 1996(1) 1995(1) 1994(1) 1993(1) 1992(1) 1991(1) 1990(1) 1989(1)
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Summary of Operations
Operating Revenues:
Newspapers $ 918 $ 875 $ 730 $ 640 $ 613 $ 575 $ 526 $ 501 $ 481 $ 492 $ 494
Broadcast television 312 331 331 323 295 288 255 247 216 205 191
Category television 229 149 67 32 19 5
Licensing and other media 112 96 82 75 68 68 85 87 92 92 100
Total 1,571 1,450 1,210 1,069 995 937 865 835 789 789 785
Divested operating units (2) 14 41 62 46 39 90 193 296 318 315
Total operating revenues $1,571 $1,465 $1,251 $1,131 $1,041 $976 $955 $1,028 $1,085 $1,107 $1,100
Operating Income (Loss):
Newspapers $ 217 $ 197 $ 172 $ 134 $ 121 $ 116 $ 74 $ 85 $ 67 $ 76 $ 98
Broadcast television 67 93 104 100 87 95 69 62 50 61 49
Category television 21 (7) (14) (17) (19) (9) (1)
Licensing and other media 10 11 7 8 7 5 5 8 10 10 18
Corporate (19) (17) (17) (18) (17) (15) (14) (15) (13) (15) (16)
Total 297 277 252 207 179 191 133 140 114 132 149
Divested operating units (2) (1) 3 2 9 (11) 37 37 40
Unusual items (3) (4) (8) (1) (36)
Total operating income 297 276 251 206 181 184 142 129 150 133 189
Interest expense (45) (47) (19) (10) (11) (16) (26) (34) (38) (43) (42)
Gains (losses) on divested
operations (1) 48 92 78 4
Gain on sale of Garfield copyrights (4) 32
Other unusual credits (charges) (5) (3) 22 (17) 3 (4)
Miscellaneous, net 4 3 2 2 (1) (2) (4) (2) (1)
Income taxes (6) (104) (93) (118) (86) (75) (80) (86) (65) (48) (44) (66)
Minority interests (4) (5) (5) (3) (3) (8) (16) (9) (7) (8) (8)
Income from continuing operations $ 147 $ 131 $ 158 $ 130 $ 94 $ 93 $ 105 $ 91 $ 56 $ 35 $ 76
Share Data
Income from continuing operations $1.86 $ 1.62 $ 1.93 $ 1.61 $1.17 $1.21 $1.40 $1.22 $.75 $.46 $ .97
Adjusted income from continuing
operations (excluding unusual items
and net gains) 1.86 1.62 1.63 1.41 1.17 1.25 .72 .80 .75 .77 .94
Cash dividends .56 .54 .52 .52 .50 .44 .44 .40 .40 .40 .345
Market value of proceeds from
Cable Transaction (8) 19.83
Market Value of Common Shares at
December 31
Per share $44.81 $49.75 $48.44 $35.00 $39.38 $30.25 $27.50 $24.75 $24.13 $17.00 $24.00
Total 3,502 3,908 3,906 2,827 3,153 2,415 2,056 1,847 1,798 1,267 1,834
EBITDA (excluding divested operating
units and unusual items):
Newspapers $ 278 $ 260 $ 217 $ 171 $ 156 $ 150 $ 110 $ 119 $ 96 $ 102 $ 120
Broadcast television 95 118 128 126 113 116 89 82 66 75 65
Category television 33 6 (9) (14) (17) (8) (1)
Licensing and other media 13 12 8 9 8 6 6 9 11 11 19
Corporate (18) (16) (16) (17) (16) (15) (13) (13) (12) (14) (15)
Total $ 401 $ 380 $ 328 $ 274 $ 244 $ 249 $ 191 $ 196 $ 162 $ 173 $ 189
Scripps Cable Financial Data (8)
Operating revenues $ 270 $ 280 $ 255 $ 252 $ 238 $ 218 $ 193 $ 171
Operating income excluding
unusual items 61 65 43 46 44 36 27 23
Net income 40 40 30 24 15 11 14 12
Net income per share of common stock .49 .50 .39 .32 .20 .14 .18 .15
EBITDA - excluding unusual items 109 119 101 106 102 92 85 77
Capital expenditures (58) (48) (42) (67) (58) (37) (36) (28)
Note: Certain amounts may not foot as each is rounded independently.
</TABLE>
<PAGE>
<TABLE>
ELEVEN-YEAR FINANCIAL HIGHLIGHTS
<CAPTION>
( in millions, except share data )
1999(1) 1998(1) 1997(1) 1996(1) 1995(1) 1994(1) 1993(1) 1992(1) 1991(1) 1990(1) 1989(1)
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Cash Flow Statement Data
Net cash provided by continuing
operations $ 194 $ 239 $ 193 $ 176 $ 114 $ 170 $ 142 $ 127 $ 136 $ 155 $ 164
Depreciation and amortization of
intangible assets 104 104 78 69 67 59 61 64 56 49 47
Investing activity:
Capital expenditures (80) (67) (57) (53) (57) (54) (37) (87) (114) (49) (59)
Business acquisitions and investments (65) (29) (745) (128) (12) (32) (42) (17) (131) (9) (1)
Other (investing)/divesting activity, net 28 10 31 35 (19) 51 147 38 3 23 2
Financing activity:
Increase (decrease) in long-term debt (1) (4) 651 41 (30) (138) (194) (50) 124 (96) (50)
Dividends paid (47) (47) (46) (45) (43) (37) (37) (34) (35) (36) (32)
Common stock issued (retired) (35) (108) (26) (40)
Other financing activity 1 6 4 9 6 1 2 (1) (1)
Balance Sheet Data
Total assets 2,520 2,360 2,289 1,469 1,350 1,287 1,255 1,287 1,296 1,095 1,126
Long-term debt (including
current portion) (7) 769 771 773 122 81 110 248 442 492 368 421
Stockholders' equity (7) 1,164 1,069 1,049 945 1,191 1,084 860 733 677 639 643
Note: Certain amounts may not foot as each is rounded independently.
</TABLE>
Notes to Selected Financial Data
The income statement and cash flow data for the eleven years
ended December 31, 1999, and the balance sheet data as of
the same dates have been derived from the audited
consolidated financial statements of the Company. The data
should be read in conjunction with "Management's Discussion
and Analysis of Financial Condition and Results of
Operations" and the consolidated financial statements and
notes thereto included elsewhere herein. All per share
amounts are presented on a diluted basis. EBITDA is defined
as earnings before interest, income taxes, depreciation and
amortization. See page F-6.
(1) In the periods presented the Company acquired and divested the following:
Acquisitions
1999 - Additional 70% interest of Colorado Real Estate
On-line that the Company did not already own and an
additional 7.0% interest in The Television Food
Network.
1998 - Independent telephone directories in Memphis,
Tennessee; Kansas City, Missouri; North Palm Beach,
Florida; and New Orleans, Louisiana.
1997 - Daily newspapers in Abilene, Corpus Christi,
Plano, San Angelo and Wichita Falls, Texas; community
newspapers in the Dallas, Texas, market; daily
newspapers in Anderson, South Carolina, and Boulder,
Colorado (in exchange for the Company's daily
newspapers in Monterey and San Luis Obispo,
California). Approximate 56% interest in The
Television Food Network.
1996 - Vero Beach, Florida, daily newspaper.
1994 - The remaining 13.9% minority interest in Scripps
Howard Broadcasting Company ("SHB") in exchange for
4,952,659 Class A Common Shares. Cinetel Productions
(an independent producer of programs for cable
television).
1993 - The remaining 2.7% minority interest in the
Knoxville News-Sentinel and 5.7% of the outstanding
shares of SHB.
1992 - Three daily newspapers in California (including
The Monterey County Herald in connection with the
sale of The Pittsburgh Press).
1991 - Baltimore television station WMAR.
1989 - Sundance Publishers and Distributors.
Divestitures
1998 - Dallas community newspapers, including the Plano
daily, and Scripps Howard Productions, the Company's
television program production operation based in Los
Angeles, California. No material gain or loss was
realized as proceeds approximated the book value of
net assets sold.
1997 - Monterey and San Luis Obispo, California, daily
newspapers (in exchange for Boulder, Colorado, daily
newspaper). Terminated joint operating agency
("JOA") and ceased operations of El Paso, Texas,
daily newspaper. The JOA termination and trade
resulted in pre-tax gains totaling $47.6 million,
increasing income from continuing operations by $26.2
million, $.32 per share.
1995 - Watsonville, California, daily newspaper. No
material gain or loss was realized as proceeds
approximated the book value of net assets sold.
1993 - Book publishing operations; newspapers in
Tulare, California, and San Juan; Memphis television
station; radio stations. The divestitures resulted
in net pre-tax gains of $91.9 million, increasing
income from continuing operations by $46.8 million,
$.63 per share.
1992 - The Pittsburgh Press; TV Data; certain other
investments. The divestitures resulted in net pre-
tax gains of $78.0 million, increasing income from
continuing operations $45.6 million, $.61 per share.
1991 - George R. Hall Company (contracting firm
specializing in the installation, relocation, and
rebuilding of newspaper presses). No gain or loss
was realized as proceeds equaled the book value of
net assets sold.
1989 - Investment in American City Business Journals
("ACBJ"). The sale resulted in a pre-tax gain of
$3.9 million, increasing income from continuing
operations $2.3 million, $.03 per share.
(2) Noncable television operating units sold prior to December 31, 1998.
<PAGE>
(3) The following unusual items affected operating income:
1996 - A $4.0 million charge for the Company's share of
certain costs associated with restructuring portions
of the distribution system of the Cincinnati JOA.
The charge reduced income from continuing operations
by $2.6 million, $.03 per share.
1994 - A $7.9 million loss on program rights expected
to be sold as a result of changes in television
network affiliations. The loss reduced income from
continuing operations by $4.9 million, $.07 per
share.
1993 - A change in estimate of disputed music license
fees increased operating income by $4.3 million; a
gain on the sale of certain publishing equipment
increased operating income by $1.1 million; a charge
for workforce reductions at 1) the Company's Denver
newspaper and 2) the newspaper feature and the
licensing operations of United Media decreased
operating income by $6.3 million. The planned
workforce reductions were fully implemented in 1994.
These items totaled $0.9 million and reduced income
from continuing operations by $0.6 million, $.01 per
share.
1992 - Operating losses of $32.7 million during the
Pittsburgh Press strike (reported in divested
operating units) reduced income from continuing
operations $20.2 million, $.27 per share.
1990 - A $36.4 million charge associated with an
agreement to terminate the Knoxville joint operating
agency. The charge reduced income from continuing
operations by $23.7 million, $.31 per share.
(4) In 1994 the Company sold its worldwide GARFIELD and
U.S. ACRES copyrights. The sale resulted in a pre-tax gain
of $31.6 million, $17.4 million after-tax, $.23 per share.
(5) Other unusual credits (charges) included the following:
1997 - Write-down of investments totaling $2.7 million.
Income from continuing operations was reduced $1.7
million, $.02 per share.
1996 - A $40.0 million gain on the Company's investment
in Turner Broadcasting Systems when Turner was merged
into Time Warner; $3.0 million write-off of an
investment in Patient Education Media, Inc.; and
$15.5 million contribution to a charitable
foundation. These items totaled $21.5 million and
increased income from continuing operations by $19.1
million, $.23 per share.
1994 - An estimated $2.8 million loss on real estate
expected to be sold as a result of changes in
television network affiliations; an $8.0 million
contribution to a charitable foundation; and a $6.1
million accrual for lawsuits associated with a
divested operating unit. These items totaled $16.9
million and reduced income from continuing operations
by $9.8 million, $.13 per share.
1993 - A $2.5 million fee received in connection with
the change in ownership of the Ogden, Utah,
newspaper. Income from continuing operations was
increased $1.6 million, $.02 per share.
1992 - Write-downs of real estate and investments
totaling $3.5 million. Income from continuing
operations was reduced $2.3 million, $.03 per share.
(6) The provision for income taxes was affected by the
following unusual items:
1994 - A change in estimated tax liability for prior
years increased the tax provision, reducing income
from continuing operations by $5.3 million, $.07 per
share.
1993 - A change in estimated tax liability for prior
years decreased the tax provision, increasing income
from continuing operations by $5.4 million, $.07 per
share; the effect of the increase in the federal
income tax rate to 35% from 34% on the beginning of
the year deferred tax liabilities increased the tax
provision, reducing income from continuing operations
by $2.3 million, $.03 per share.
1992 - A change in estimated tax liability for prior
years decreased the tax provision, increasing income
from continuing operations $8.4 million, $.11 per
share.
(7) Includes effect of discontinued cable television operations prior
to completion of the Cable Transaction.
(8) The Company's cable television systems ("Scripps
Cable") were acquired by Comcast Corporation
("Comcast") on November 13, 1996, ("Cable
Transaction") through a merger whereby the Company's
shareholders received, tax-free, a total of 93
million shares of Comcast's Class A Special Common
Stock. The aggregate market value of the Comcast
shares was $1.593 billion and the net book value of
Scripps Cable was $356 million, yielding an economic
gain of $1.237 billion to the Company's shareholders.
This gain is not reflected in the Company's financial
statements as accounting rules required the Company
to record the transaction at book value. Unless
otherwise noted, the data excludes the cable
television segment, which is reported as a
discontinued business operation.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
The Company operates in three reportable segments:
newspapers, broadcast television and category television.
See "Business" and Notes 1 and 12 to the Consolidated
Financial Statements for additional information regarding
the Company's reportable segments.
FORWARD-LOOKING STATEMENTS
This discussion and the information contained in the notes
to the consolidated financial statements contain certain
forward-looking statements that are based on management's
current expectations. Forward-looking statements are
subject to certain risks, trends and uncertainties that
could cause actual results to differ materially from the
expectations expressed in the forward-looking statements.
Such risks, trends and uncertainties, which in most
instances are beyond the company's control, include changes
in advertising demand and other economic conditions;
consumers' taste; newsprint prices; program costs; labor
relations; technological developments; competitive
pressures; interest rates; regulatory rulings; and reliance
on third-party vendors for various products and services.
The words "believe," "expect," "anticipate," "estimate,"
"intend" and similar expressions identify forward-looking
statements. All forward-looking statements, which are as of
the date of this filing, should be evaluated with the
understanding of their inherent uncertainty.
<PAGE>
RESULTS OF OPERATIONS
All per share disclosures included in management's
discussion and analysis of financial condition and results
of operation are on a diluted basis. Consolidated results
of operations were as follows:
<TABLE>
<CAPTION>
( in thousands, except per share data )
For the years ended December 31,
1999 Change 1998 Change 1997
<S> <C> <C> <C> <C> <C>
Operating revenues:
Newspapers $ 918,209 5.0 % $ 874,865 19.8 % $ 730,292
Broadcast television 312,362 (5.5)% 330,714 (0.2)% 331,216
Category television 228,915 54.0 % 148,641 122.5 % 66,801
Licensing and other media 111,806 16.2 % 96,202 17.5 % 81,856
Total 1,571,292 8.3 % 1,450,422 19.9 % 1,210,165
Divested operating units 14,206 41,154
Total operating revenues $ 1,571,292 7.3 % $ 1,464,628 17.0 % $ 1,251,319
Operating income (loss):
Newspapers $ 216,556 10.1 % $ 196,737 14.1 % $ 172,440
Broadcast television 67,291 (27.6)% 92,966 (10.3)% 103,690
Category television 20,870 (6,635) (13,811)
Licensing and other media 10,467 (2.1)% 10,688 54.3 % 6,929
Corporate (18,558) (7.7)% (17,231) (0.1)% (17,207)
Total 296,626 7.3 % 276,525 9.7 % 252,041
Divested operating units (481) (1,217)
Total operating income 296,626 7.5 % 276,044 10.1 % 250,824
Interest expense (45,219) (47,108) (18,543)
Net gains and unusual items 44,894
Miscellaneous, net 4,049 226 3,126
Income taxes (104,073) (93,075) (117,510)
Minority interest (4,450) (4,873) (5,089)
Net income $ 146,933 12.0 % $ 131,214 (16.8)% $ 157,702
Per share of common stock:
Net income $ 1.86 14.8 % $ 1.62 (16.1)% $ 1.93
Adjusted net income
(excluding unusual items and net gains) $ 1.86 14.8 % $ 1.62 (0.6)% $ 1.63
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
( in thousands )
For the years ended December 31,
1999 Change 1998 Change 1997
<S> <C> <C> <C> <C> <C>
Other Financial and Statistical Data - excluding
divested operating units and unusual items:
Total advertising revenues $ 1,198,744 10.9 % $ 1,081,208 20.2 % $ 899,378
Advertising revenues as a percentage of total revenues 76.3 % 74.5 % 74.3 %
EBITDA:
Newspapers $ 277,773 6.7 % $ 260,439 20.2 % $ 216,750
Broadcast television 94,755 (19.7)% 118,012 (7.8)% 128,048
Category television 32,767 5,642 (8,580)
Licensing and other media 12,701 9.2 % 11,636 51.8 % 7,665
Corporate (17,519) (8.1)% (16,207) (1.2)% (16,011)
Total $ 400,477 5.5 % $ 379,522 15.8 % $ 327,872
Effective income tax rate 40.7 % 40.6 % 41.9 %
Weighted-average shares outstanding 78,951 (2.4)% 80,921 (0.9)% 81,645
Net cash provided by operating activities $ 193,515 (19.1)% $ 239,173 23.8 % $ 193,127
Capital expenditures 79,826 66,759 55,644
Business acquisitions and other
additions to long-lived assets 88,132 48,653 825,307
Increase (decrease) in long-term debt (1,256) (3,800) 651,170
Dividends paid, including minority interests 47,094 1.1 % 46,571 1.2 % 46,014
Purchase and retirement of common stock 34,951 108,421 25,694
</TABLE>
Earnings before interest, income taxes, depreciation and
amortization ("EBITDA") is included in the discussion of
results of operations because:
Management believes the year-over-year change in
EBITDA, combined with information on past and future
capital spending, is a more useful and reliable measure
of year-over-year performance than the change in
operating income.
Banks and other lenders use EBITDA to determine the
Company's borrowing capacity.
Financial analysts and acquirors use EBITDA, combined
with capital spending requirements, to value
communications media companies.
EBITDA should not, however, be construed as an alternative
measure of the amount of the Company's income or cash flows
from operating activities.
In the three years ending December 31, 1999, the Company
acquired the following ("Acquired Operations"):
1999 - 70% of Colorado Real Estate On-line, a provider of real estate
listings on the Internet, that it did not already own and an
additional 6.86% interest in Food Network.
1998 - Independent telephone directories in Memphis, Tennessee; Kansas City,
Missouri; North Palm Beach, Florida; and New Orleans, Louisiana.
1997 - Newspaper and broadcast operations of Harte-Hanks
Communications ("Harte-Hanks"). The Harte-Hanks
newspaper operations included daily newspapers in
Abilene, Corpus Christi, Plano, San Angelo and Wichita
Falls, Texas, a group of community newspapers in the
Dallas, Texas, market and a daily newspaper in
Anderson, South Carolina. The Company immediately
traded the Harte-Hanks broadcast operations for an
approximate 56% controlling interest in Food Network.
The Company traded its daily newspapers in Monterey and
San Luis Obispo, California, for the daily newspaper in
Boulder, Colorado.
<PAGE>
In the three years ended December 31, 1999, the Company
divested the following (the "Divested Operating Units"):
1998 - Scripps Howard Productions, the Company's
television program production operation based in Los
Angeles, and the Dallas Community newspapers, including
the Plano daily. No material gain or loss was
recognized as the proceeds approximated the net book
value of the assets sold.
1997 - Monterey and San Luis Obispo, California, daily
newspapers, which were traded for the daily newspaper
in Boulder, Colorado. The Company also terminated the
joint operating agency ("JOA") and ceased operations of
its newspaper in El Paso, Texas. The JOA termination
and the trade resulted in gains totaling $47,600,000,
$26,200,000 after-tax, $.32 per share.
In addition to the gains on divested operations in 1997, the
Company wrote down certain investments to estimated
realizable value, resulting in a loss of $2,700,000,
$1,700,000 after tax, $.02 per share.
In the first quarter of 1999 the Company increased the
estimated useful lives of network distribution fees to the
greater of five years or the remaining terms of the
distribution contracts. Also in the first quarter of 1999
the Company increased the estimated useful lives of certain
newspaper presses from 20 to 30 years. The changes in
estimated useful lives were made prospectively. See Note 1
to the Consolidated Financial Statements - Use of Estimates.
The effect of these changes was to increase EBITDA
$7,600,000, operating income $11,900,000, and net income
$7,500,000, $.09 per share.
Excluding the change in accounting estimates, Acquired
Operations and Divested Operating Units from all periods,
EBITDA decreased 0.2% in 1999 and increased 6.3% in 1998.
Operating income decreased 2.4% in 1999 and increased 6.4%
in 1998.
EBITDA in 1999 was reduced by costs to develop and expand
the Company's Internet sites. Revenues from the Company's
Internet sites, including allocated revenue for classified
advertising appearing in both print editions of the
newspapers and on the Internet sites, totaled $13,000,000.
Related costs were $19,000,000. Management expects Internet
revenues for 2000 to be approximately $20,000,000 and
related costs to total approximately $35,000,000.
EBITDA for licensing and other media in 1997 was reduced by
start-up costs associated with the independent yellow page
directories. Operating results for each of the Company's
reportable segments, excluding the Divested Operating Units,
are presented on the following pages.
Interest expense decreased $1,900,000 in 1999 as lower
average interest rates more than offset increased average
borrowings. The monthly average balance of interest bearing
obligations increased $17,900,000 to $780,000,000. Interest
expense increased in 1998 as long-term debt was used to
finance the purchase of the Acquired Operations in 1997.
The Harte-Hanks and Food Network acquisitions reduced net
income per share approximately $.12 in 1999, $.23 in 1998
and $.04 in 1997.
Amortization of intangible assets reduced earnings per share
approximately $.35 in 1999, $.36 in 1998 and $.23 in 1997.
<PAGE>
NEWSPAPERS - Operating results, excluding Divested Operating
Units, were as follows:
<TABLE>
<CAPTION>
( in thousands )
For the years ended December 31,
1999 Change 1998 Change 1997
<S> <C> <C> <C> <C> <C>
Operating revenues:
Local $ 272,867 3.4 % $ 264,000 18.3 % $ 223,230
Classified 282,038 8.2 % 260,679 20.8 % 215,764
National 36,244 33.1 % 27,221 18.1 % 23,045
Preprint and other 107,740 13.4 % 95,035 38.7 % 68,524
Newspaper advertising 698,889 8.0 % 646,935 21.9 % 530,563
Circulation 153,742 (5.6)% 162,902 17.4 % 138,746
Joint operating agency distributions 50,511 4.6 % 48,278 2.6 % 47,052
Other 15,067 (10.0)% 16,750 20.2 % 13,931
Total operating revenues 918,209 5.0 % 874,865 19.8 % 730,292
Operating expenses, excluding depreciation and amortization:
Editorial and newspaper content 106,685 2.8 % 103,801 16.3 % 89,231
Newsprint and ink 137,957 (2.7)% 141,799 22.4 % 115,816
Other press and production 94,683 (0.3)% 94,958 19.4 % 79,542
Circulation and distribution 103,439 10.9 % 93,290 16.1 % 80,330
Commercial printing and other 25,301 26.3 % 20,039 27.0 % 15,784
Advertising sales and marketing 83,308 5.3 % 79,086 31.3 % 60,218
General and administrative 89,063 9.3 % 81,453 12.2 % 72,621
Total 640,436 4.2 % 614,426 19.6 % 513,542
EBITDA 277,773 6.7 % 260,439 20.2 % 216,750
Depreciation and amortization 61,217 (3.9)% 63,702 43.8 % 44,310
Operating income $ 216,556 10.1 % $ 196,737 14.1 % $ 172,440
Other Financial and Statistical Data:
Percent of operating revenues:
EBITDA 30.3 % 29.8 % 29.7 %
Operating income 23.6 % 22.5 % 23.6 %
Capital expenditures $ 28,359 $ 23,522 $ 32,911
Business acquisitions and other
additions to long-lived assets 1,259 3,570 622,233
</TABLE>
The 1997 Acquired Operations accounted for 75% of the
increase in advertising revenue in 1998. On a pro forma
basis, assuming all newspapers owned at the end of 1999 were
owned for the full three-year period, advertising revenues
increased 8.0% in 1999 and 6.5% in 1998.
Circulation revenue decreased primarily due to promotions
and discounts offered in the Denver market. Circulation and
distribution costs increased due to the effort to gain
market share in Denver. Newsprint consumption increased 13%
in 1999 primarily due to a 17% year-over-year increase in
circulation in the Denver market, largely offsetting a 15%
year-over-year decline in the average price of newsprint.
The average price of newsprint was $480 per metric ton in
the fourth quarter of 1999. Excluding Denver and the
Acquired Operations, EBITDA increased approximately 10% in
1999 and 9% in 1998.
EBITDA in 1999 was reduced by costs to develop and expand
the newspapers' Internet sites. Revenues from the Company's
newspaper-based Internet sites totaled $5,200,000, including
allocated revenue for classified advertising appearing in
both the print editions of the newspapers and on the
Internet sites. Related costs were $6,700,000. Management
expects Internet revenues for 2000 to be approximately
$9,000,000 and related costs to total approximately
$14,000,000.
<PAGE>
The change in the maximum estimated lives of newspaper
presses from 20 to 30 years reduced 1999 depreciation
expense by $3.5 million. Depreciation and amortization
increased in 1998 due to the newspaper acquisitions. Capital
expenditures in 2000 are expected to be approximately
$29,000,000 and depreciation and amortization is expected
to increase approximately 5%.
BROADCAST TELEVISION - Operating results were as follows:
<TABLE>
<CAPTION>
( in thousands )
For the years ended December 31,
1999 Change 1998 Change 1997
<S> <C> <C> <C> <C> <C>
Operating revenues:
Local $ 171,353 3.2 % $ 166,115 (3.0)% $ 171,211
National 120,638 (3.8)% 125,432 (10.0)% 139,322
Political 2,478 20,084 2,106
Other 17,893 (6.2)% 19,083 2.7 % 18,577
Total operating revenues 312,362 (5.5)% 330,714 (0.2)% 331,216
Operating expenses, excluding depreciation and amortization:
Programming and station operations 151,098 0.2 % 150,735 8.3 % 139,178
Sales and marketing 39,347 4.8 % 37,557 (0.9)% 37,887
General and administrative 27,162 11.3 % 24,410 (6.5)% 26,103
Total 217,607 2.3 % 212,702 4.7 % 203,168
EBITDA 94,755 (19.7)% 118,012 (7.8)% 128,048
Depreciation and amortization 27,464 9.7 % 25,046 2.8 % 24,358
Operating income $ 67,291 (27.6)% $ 92,966 (10.3)% $ 103,690
Other Financial and Statistical Data:
Percent of operating revenues:
EBITDA 30.3 % 35.7 % 38.7 %
Operating income 21.5 % 28.1 % 31.3 %
Capital expenditures $ 25,304 $ 33,454 $ 15,632
Business acquisitions and other
additions to long-lived assets 1,391 218 3,000
</TABLE>
Year-over-year revenue comparisons are difficult because of
the political advertising revenue in even-numbered years.
Also, the Company's average audience share has declined in
recent years due to the creation of new television networks
and increases in the audience share of alternative service
providers such as cable television and direct broadcast
satellite systems. Technological advancement in interactive
media services will further increase these competitive
pressures.
Advertising revenue is expected to increase in 2000 due to
the positive effects of improved ratings of ABC programming,
the Super Bowl, the presidential elections and the Olympics.
Other revenue is primarily compensation paid to the
Company's television stations in exchange for carrying
network programming. National television networks have
reduced the amount of compensation paid to affiliated
stations. The Company received network compensation of
$13,100,000 in 1999, $16,000,000 in 1998 and $15,600,000
in 1997. Network compensation is expected to be
approximately $10,000,000 in 2000 and in 2001.
<PAGE>
Staffing levels were further reduced in 1999 in response to
the advertising weakness. Associated severance costs
reduced EBITDA $2,100,000. The 1998 increase in program
costs is primarily due to the higher cost of "The Rosie
O'Donnell Show," which is carried by five stations. News
and programming costs are expected to be flat in 2000.
EBITDA in 1999 was also reduced by costs to develop and
expand the stations' Internet sites. Revenues from the
Company's television-based Internet sites totaled $500,000.
Related costs were $1,400,000. Management expects Internet
revenues for 2000 to be approximately $2,000,000 and related
costs to total approximately $4,000,000.
Capital expenditures in 1998 include the construction of a
new building for the Phoenix station. Capital spending
has also increased as the Company's stations begin digital
broadcasting. Capital expenditures in 2000 are expected
to be approximately $37,000,000, including a new building
for the West Palm Beach station. Depreciation and
amortization in 2000 is expected to increase approximately 5%.
CATEGORY TELEVISION - Operating results were as follows:
<TABLE>
<CAPTION>
( in thousands )
For the years ended December 31,
1999 Change 1998 Change 1997
<S> <C> <C> <C> <C> <C>
Operating revenues:
Advertising $ 169,959 76.5 % $ 96,271 156.9 % $ 37,473
Affiliate fees 50,142 31.7 % 38,063 93.1 % 19,711
Other 8,814 (38.4)% 14,307 48.8 % 9,617
Total operating revenues 228,915 54.0 % 148,641 122.5 % 66,801
Operating expenses, excluding depreciation and amortization:
Programming and production 67,201 55.6 % 43,188 79.5 % 24,054
Operations and distribution 28,276 47.7 % 19,150 70.0 % 11,263
Amortization of distribution fees 15,826 0.8 % 15,697 66.3 % 9,437
Sales and marketing 52,058 24.0 % 41,994 102.0 % 20,791
General and administrative 36,189 40.9 % 25,676 114.1 % 11,995
Total 199,550 37.0 % 145,705 87.9 % 77,540
EBITDA - consolidated networks 29,365 2,936 (10,739)
Share of pre-tax earnings of equity-method investments 3,402 2,706 2,159
Total EBITDA 32,767 5,642 (8,580)
Depreciation and amortization 11,897 12,277 5,231
Operating income (loss) $ 20,870 $ (6,635) $ (13,811)
Other Financial and Statistical Data:
Payments for programming and distribution
greater than (less than) amounts
recognized as expense $ 57,770 $ 26,793 $ 16,683
Capital expenditures 19,480 7,936 5,742
Business acquisitions and other
additions to long-lived assets 45,399 17,431 179,354
</TABLE>
The October 1997 acquisition of Food Network provided
approximately 40% of the increase in operating revenues in
1998. On a pro forma basis, assuming Food Network was owned
for the full three-year period, operating revenues increased
54% in 1999 and 77% in 1998.
<PAGE>
According to the Nielsen Homevideo Index, HGTV was telecast
to 59.0 million homes in December 1999, 48.4 million homes
in December 1998, and 36.1 million homes in December 1997.
Food Network was telecast to 44.2 million homes in December
1999, 37.1 million homes in December 1998, and 29.1 million
homes in December 1997.
The Company launched DIY, its third network, in the fourth
quarter. Start-up costs associated with DIY reduced EBITDA
by $3,700,000 in 1999 and $1,500,000 in 1998. DIY is
expected to reduce EBITDA by approximately $10,000,000 in
2000.
Programming and production expense has increased as the
Company improves the quality and variety of programming and
expands the hours of original programming presented on its
networks. The costs to purchase or produce programs for the
networks totaled $117,000,000 in 1999, $64,000,000 in 1998,
and $24,000,000 in 1997. Programming and production expense
for Food Network and HGTV is expected to increase
approximately 35% in 2000.
Prior to 1999, because of the previous uncertainty regarding
the conditions under which distribution agreements would be
renewed, the Company amortized distribution fees over the
remaining duration of the distribution agreements. In the
first quarter of 1999 the Company increased the amortization
period of distribution fees to the greater of five years or
the remaining duration of the initial distribution
contracts. The change in the estimated lives reduced
network distribution expense by $7,600,000 in 1999. Network
distribution expense is expected to be approximately
$19,000,000 in 2000.
Revenues from the Company's category television-based
Internet sites totaled $3,400,000 in 1999. Related costs
were $6,300,000. Management expects Internet revenues for
2000 to be approximately $5,000,000 and related costs to
total approximately $12,000,000.
Capital expenditures in 1999 include expansion of the studio
and office facilities for HGTV and DIY. Capital
expenditures in 2000 are expected to be approximately
$10,000,000. Depreciation and amortization is expected to
increase approximately 30%.
LIQUIDITY AND CAPITAL RESOURCES
The Company generates significant cash flow from operating
activities, primarily from its newspaper and broadcast
television operating segments. There are no significant
legal or other restrictions on the transfer of funds among
the Company's business segments. Cash flows provided by the
operating activities of the newspaper and broadcast
television segments in excess of the capital expenditures of
those segments are used primarily to invest in the category
television segment, to fund corporate expenditures, or to
invest in new businesses. Management expects total cash
flow from continuing operating activities in 2000 will be
sufficient to meet the Company's expected total capital
expenditures, required interest payments and dividend
payments. Total capital expenditures in 2000 are expected
to be approximately $80,000,000. The Company expects to
extend the $400,000,000 one-year-term portion of its variable
rate credit facility, or to refinance the borrowings under
that line.
Cash flow provided by operating activities was $194,000,000
in 1999, $239,000,000 in 1998, and $193,000,000 in 1997.
Increased working capital employed in the category
television segment and increased spending to improve the
quality and variety of programming and to expand
distribution of the Company's networks were the primary
cause of the decrease in 1999.
Net debt (borrowings less cash equivalent and other short-
term investments) increased $19,300,000 during 1999 to
$769,400,000. At December 31, 1999, net debt was 40% of
total capitalization.
Cash flow provided by operating activities and the increase
in net debt in 1999 was used for capital expenditures of
$79,800,000, dividend payments of $47,100,000, business
acquisitions and other investments of $65,000,000 and to
repurchase 784,793 Class A Common shares for $35,000,000.
The 1998 authorization by the Board of Directors allows for
the purchase of an additional 2,192,100 Class A Common
shares.
The Company's Scripps Ventures Fund invests in new
businesses focusing on new media technology and educational
media enterprises. See Note 6 to the Consolidated Financial
Statements. The Board of Directors has authorized up to
$150,000,000 of such investments. At December 31, 1999, an
additional $92,000,000 remained to be invested under the
authorization.
Management believes the Company's cash flow from operations
and substantial borrowing capacity, taken together, provide
adequate resources to fund expansion of existing businesses
and the development or acquisition of new businesses.
<PAGE>
YEAR 2000 ISSUES
The Company completed implementation of its year 2000
remediation plan on a timely basis, and such remediation
plan as implemented addressed all mission critical systems.
Management is not aware of any adverse effects of year 2000
issues on the Company, including its systems and operations.
MARKET RISK
The Company's earnings and cash flow can be affected by,
among other things, interest rate changes, foreign currency
fluctuations (primarily in the exchange rate for the
Japanese yen) and changes in the price of newsprint. See
"Business - Newspapers - Raw Materials and Labor Costs."
The Company is also exposed to changes in the market value
of its investments.
The Company may use foreign currency forward and option
contracts to hedge its cash flow exposures denominated in
Japanese yen and forward contracts to reduce the risk of
changes in the price of newsprint on anticipated newsprint
purchases. See Note 1 to the Consolidated Financial
Statements - Risk Management Contracts. The Company held no
foreign currency or newsprint forward contracts at December
31, 1999.
The following table presents additional information about
the Company's market-risk-sensitive financial instruments:
<TABLE>
<CAPTION>
( in thousands )
As of December 31, 1999 As of December 31, 1998
Cost Fair Cost Fair
Basis Value Basis Value
<S> <C> <C> <C> <C>
Financial instruments subject to interest rate risk:
Variable rate credit facilities,
including commercial paper $ 565,689 $ 565,689 $ 567,561 $ 567,561
$100 million, 6.625% note, due in 2007 99,887 94,668 99,872 104,556
$100 million, 6.375% note, due in 2002 99,944 98,107 99,925 102,397
Other notes 3,927 2,836 3,299 2,786
Total long-term debt $ 769,447 $ 761,300 $ 770,657 $ 777,300
Financial instruments subject to market value risk:
Time Warner common stock (1,344,000 shares) $ 27,816 $ 97,227 $ 27,816 $ 83,446
garden.com Inc. (2,414,000 common shares
and 276,000 warrants) 9,625 22,636
iVillage Inc. (270,000 common shares) 5,897 5,897
Other available-for-sale securities 3,385 9,177 839 5,075
Total investments in publicly-traded companies 46,723 134,937 28,655 88,521
Investments in private companies 63,349 (a) 37,110 (a)
(a) Investments in private companies do not trade
in public markets, so they do not have readily determinable
fair values. However, based upon amounts paid for such
securities by other investors in subsequent rounds of financing,
if any, the estimated value of these investments exceeded their
cost by approximately $27,900,000 on December 31,1999.
</TABLE>
The Company manages interest rate risk primarily by
maintaining a mix of fixed-rate and variable-rate debt. The
Company currently does not use interest rate swaps, forwards
or other derivative financial instruments to manage its
interest rate risk. See Note 5 to the Consolidated
Financial Statements. The weighted-average interest rate on
borrowings under the Variable Rate Credit Facilities at
December 31 was 6.0% in 1999 and 5.25% in 1998.
The Company holds 1,792,500 shares of Centra Software,
which became publicly traded in January 2000. The
Company's investment in Centra Software is included in
private companies in the above table. The estimated fair
value of the investment on December 31, 1999, was
$6,000,000. The fair value of the Company's investments
in publicly-traded companies (including Centra Software)
totaled $209,000,000 on March 14, 2000.
<PAGE>
INDEPENDENT AUDITORS' REPORT
To the Board of Directors and Stockholders,
The E. W. Scripps Company:
We have audited the accompanying consolidated balance sheets
of The E. W. Scripps Company and subsidiary companies
("Company") as of December 31, 1999 and 1998, and the
related consolidated statements of income, cash flows and
comprehensive income and stockholders' equity for each of
the three years in the period ended December 31, 1999. Our
audits also included the financial statement schedule listed
in the Index at Item S-1. These financial statements and
financial statement schedule are the responsibility of the
Company's management. Our responsibility is to express an
opinion on the financial statements and financial statement
schedule based on our audits.
We conducted our audits in accordance with auditing
standards generally accepted in the United States of
America. Those standards require that we plan and perform
the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An
audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting
principles used and significant estimates made by
management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide
a reasonable basis for our opinion.
In our opinion, such consolidated financial statements
present fairly, in all material respects, the financial
position of the Company at December 31, 1999 and 1998, and
the results of its operations and its cash flows for each of
the three years in the period ended December 31, 1999, in
conformity with accounting principles generally accepted in
the United States of America. Also, in our opinion, such
financial statement schedule, when considered in relation to
the basic consolidated financial statements taken as a
whole, presents fairly in all material respects the
information set forth therein.
DELOITTE & TOUCHE LLP
Cincinnati, Ohio
January 24, 2000
<PAGE>
<TABLE>
CONSOLIDATED BALANCE SHEETS
<CAPTION>
( in thousands )
As of December 31,
1999 1998
<S> <C> <C>
ASSETS
Current Assets:
Cash and cash equivalents $ 10,456 $ 15,419
Short-term investments 20,551
Accounts and notes receivable (less allowances - 1999, $11,266; 1998, $7,689) 280,829 226,945
Program rights and production costs 93,001 68,870
Network distribution fees 17,899 18,729
Inventories 16,235 15,009
Deferred income taxes 27,769 24,140
Miscellaneous 31,095 29,926
Total current assets 477,284 419,589
Investments 205,864 131,230
Property, Plant and Equipment 485,596 479,286
Goodwill and Other Intangible Assets 1,191,718 1,204,469
Other Assets:
Program rights and production costs (less current portion) 75,702 50,763
Network distribution fees (less current portion) 50,066 43,204
Miscellaneous 33,974 31,095
Total other assets 159,742 125,062
TOTAL ASSETS $ 2,520,204 $ 2,359,636
See notes to consolidated financial statements.
</TABLE>
<PAGE>
<TABLE>
CONSOLIDATED BALANCE SHEETS
<CAPTION>
( in thousands, except share data )
As of December 31,
1999 1998
<S> <C> <C>
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Current portion of long-term debt $ 267,600 $ 268,780
Accounts payable 116,201 102,132
Customer deposits and unearned revenue 40,583 42,094
Accrued liabilities:
Employee compensation and benefits 46,464 40,816
Network distribution fees 41,712 35,520
Miscellaneous 64,908 61,887
Total current liabilities 577,468 551,229
Deferred Income Taxes 143,912 115,577
Long-Term Debt (less current portion) 501,847 501,877
Other Long-Term Obligations and Minority Interests (less current portion) 132,702 122,221
Commitments and Contingencies (Note 13)
Stockholders' Equity:
Preferred stock, $.01 par - authorized: 25,000,000 shares; none outstanding
Common stock, $.01 par:
Class A - authorized: 120,000,000 shares; issued and
outstanding: 1999 - 58,925,449 shares; 1998 - 59,324,967 shares 589 593
Voting - authorized: 30,000,000 shares; issued and
outstanding: 1999 - 19,216,913 shares; 1998 - 19,218,913 shares 192 192
Total 781 785
Additional paid-in capital 136,731 161,878
Retained earnings 973,432 870,315
Unrealized gains on securities available for sale 57,298 38,904
Foreign currency translation adjustment 973 581
Unvested restricted stock awards (4,940) (3,731)
Total stockholders' equity 1,164,275 1,068,732
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 2,520,204 $ 2,359,636
See notes to consolidated financial statements.
</TABLE>
<PAGE>
<TABLE>
CONSOLIDATED STATEMENTS OF INCOME
<CAPTION>
( in thousands, except per share data )
For the years ended December 31,
1999 1998 1997
<S> <C> <C> <C>
Operating Revenues:
Advertising $ 1,198,744 $ 1,093,333 $ 918,984
Circulation 153,742 163,861 144,945
Licensing 63,755 62,260 56,813
Joint operating agency distributions 50,511 48,278 48,977
Affiliate fees 50,142 38,063 19,711
Other 54,398 58,833 61,889
Total operating revenues 1,571,292 1,464,628 1,251,319
Operating Expenses:
Employee compensation and benefits 492,162 454,486 398,746
Newsprint and ink 141,911 148,069 123,508
Amortization of purchased programming 98,810 82,246 58,898
Other operating expenses 437,932 399,938 341,737
Depreciation 65,300 63,722 54,085
Amortization of intangible assets 38,551 40,123 23,521
Total operating expenses 1,274,666 1,188,584 1,000,495
Operating Income 296,626 276,044 250,824
Other Credits (Charges):
Interest expense (45,219) (47,108) (18,543)
Net gains and unusual items 44,894
Miscellaneous, net 4,049 226 3,126
Net other credits (charges) (41,170) (46,882) 29,477
Income Before Taxes and Minority Interests 255,456 229,162 280,301
Provision for Income Taxes 104,073 93,075 117,510
.
Income Before Minority Interests 151,383 136,087 162,791
Minority Interests 4,450 4,873 5,089
Net Income $ 146,933 $ 131,214 $ 157,702
Net Income per Share of Common Stock:
Basic $1.89 $1.65 $1.96
Diluted $1.86 $1.62 $1.93
See notes to consolidated financial statements.
</TABLE>
<PAGE>
<TABLE>
CONSOLIDATED STATEMENTS OF CASH FLOWS
<CAPTION>
( in thousands, except share data )
For the years ended December 31,
1999 1998 1997
<S> <C> <C> <C>
Cash Flows from Operating Activities:
Net income $ 146,933 $ 131,214 $ 157,702
Adjustments to reconcile net income
to net cash flows from operating activities:
Depreciation and amortization 103,851 103,845 77,606
Deferred income taxes 14,794 10,268 28,865
Minority interests in income of subsidiary companies 4,450 4,873 5,089
Net gains and unusual items (44,894)
Network distribution fee amortization greater (less) than payments (4,931) (6,610) (12,411)
Program cost amortization greater (less) than payments (51,810) (17,431) (7,591)
Other changes in certain working capital accounts, net (30,402) 5,535 (18,315)
Miscellaneous, net 10,630 7,479 7,076
Net operating activities 193,515 239,173 193,127
Cash Flows from Investing Activities:
Additions to property, plant and equipment (79,826) (66,969) (56,620)
Purchase of subsidiary companies and long-term investments (65,015) (28,774) (745,314)
Change in short-term investments, net 20,551 (17,446) 2,700
Sale of subsidiary companies and long-term investments 9,344 32,389 29,339
Miscellaneous, net (1,898) (4,758) (1,499)
Net investing activities (116,844) (85,558) (771,394)
Cash Flows from Financing Activities:
Increase in long-term debt 4,340 741,216
Payments on long-term debt (5,596) (3,800) (90,046)
Dividends paid (43,816) (43,228) (42,064)
Dividends paid to minority interests (3,278) (3,343) (3,950)
Repurchase Class A Common shares (34,951) (108,421) (25,694)
Miscellaneous, net (primarily exercise of stock options) 1,667 6,180 3,064
Net financing activities (81,634) (152,612) 582,526
Increase (Decrease) in Cash and Cash Equivalents (4,963) 1,003 4,259
Cash and Cash Equivalents:
Beginning of year 15,419 14,416 10,157
End of year $ 10,456 $ 15,419 $ 14,416
Supplemental Cash Flow Disclosures:
Interest paid, excluding amounts capitalized $ 45,162 $ 46,300 $ 19,343
Income taxes paid 89,117 76,237 86,599
Monterey and San Luis Obispo newspapers traded
for Boulder newspaper 50,000
See notes to consolidated financial statements.
</TABLE>
<PAGE>
<TABLE>
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME AND STOCKHOLDERS' EQUITY
<CAPTION>
( in thousands, except share data ) Accumulated Unvested
Additional Other Restricted Total
Common Paid-in Retained Comprehensive Stock Stockholders'
Stock Capital Earnings Income Awards Equity
<S> <C> <C> <C> <C> <C> <C>
As of December 31, 1996 $ 808 $ 272,703 $ 676,471 $ (150) $ (5,241) $ 944,591
Comprehensive income
Net income 157,702 157,702
Unrealized gains, net of deferred tax of $6,521 12,110 12,110
Foreign currency translation adjustments (270) (270)
Total 157,702 11,840 169,542
Dividends: declared and paid - $.52 per share (42,064) (42,064)
Adjustment to Cable Transaction (9,780) (9,780)
Convert 136,671 Voting Shares to Class A shares
Repurchase 621,000 Class A Common shares (7) (25,687) (25,694)
Compensation plans, net: 529,475 shares
issued; 42,229 shares repurchased 5 8,038 (361) 7,682
Tax benefits of compensation plans 4,685 4,685
As of December 31, 1997 806 259,739 782,329 11,690 (5,602) 1,048,962
Comprehensive income:
Net income 131,214 131,214
Unrealized gains, net of deferred tax of $15,080 28,006 28,006
Less: reclassification adjustment for gains
in income, net of deferred tax of ($268) (499) (499)
Increase in unrealized gains on securities 27,507 27,507
Foreign currency translation adjustments 288 288
Total 131,214 27,795 159,009
Dividends: declared and paid - $.54 per share (43,228) (43,228)
Convert 114,798 Voting Shares to Class A shares
Repurchase 2,402,100 Class A Common shares (24) (108,397) (108,421)
Compensation plans, net: 345,053 shares issued;
1,500 shares forfeited; 27,441 shares repurchased 3 6,536 1,871 8,410
Tax benefits of compensation plans 4,000 4,000
As of December 31, 1998 785 161,878 870,315 39,485 (3,731) 1,068,732
Comprehensive income:
Net income 146,933 146,933
Unrealized gains, net of deferred tax
of $10,164 18,789 18,789
Less: reclassification adjustment for gains
in income, net of deferred tax of ($213) (395) (395)
Increase in unrealized gains on securities 18,394 18,394
Foreign currency translation adjustments 392 392
Total 146,933 18,786 165,719
Dividends: declared and paid - $.56 per share (43,816) (43,816)
Convert 2,000 Voting Shares to Class A shares
Repurchase 784,793 Class A Common shares (8) (34,943) (34,951)
Compensation plans, net: 430,896 shares issued;
200 shares forfeited; 47,421 shares repurchased 4 5,984 (1,209) 4,779
Tax benefits of compensation plans 3,812 3,812
As of December 31, 1999 $ 781 $ 136,731 $ 973,432 $ 58,271 $ (4,940) $ 1,164,275
See notes to consolidated financial statements.
</TABLE>
<PAGE>
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Nature of Operations - The E. W. Scripps Company ("Company")
operates in three reportable segments: newspapers, broadcast
television and category television. The newspaper segment
includes 19 daily newspapers in the U.S. The newspaper
segment primarily derives revenue from the sale of
advertising space to local and national advertisers and from
the sale of the newspaper to readers. The broadcast
television segment includes nine network-affiliated
stations. Television stations derive revenue from the sale
of advertising time to local and national advertisers and
receive compensation for broadcasting network programming.
Category television includes three television networks:
Home & Garden Television ("HGTV"), The Television Food
Network ("Food Network"), the Do It Yourself Network
("DIY"), and the Company's 12% interest in FOX Sports South,
a regional cable television network. Revenues are primarily
derived from the sale of advertising time and from affiliate
fees paid by cable television and direct broadcast satellite
systems which distribute the networks. Licensing and other
media aggregates the Company's operating segments that are
too small to report separately, including syndication and
licensing of news features and comics, publication of
independent telephone directories, and investments focusing
on new media technologies and educational media enterprises.
The relative importance of each line of business to
continuing operations is indicated in the segment
information presented in Note 12.
The Company's operations are geographically dispersed and
its customer base is diverse. However, more than 75% of the
Company's operating revenues are derived from advertising.
Operating results can be affected by changes in the demand
for advertising both nationally and in individual markets.
The Company grants credit to substantially all of its
customers. Management believes bad debt losses resulting
from default by a single customer, or defaults by customers
in any depressed region or business sector, would not have a
material effect on the Company's financial position.
Use of Estimates - Preparation of the financial statements
requires the use of estimates. The Company's financial
statements include estimates for such items as income taxes
payable and self-insured risks. The Company self insures
for employees' medical and disability income benefits,
workers' compensation and general liability. The recorded
liability for self-insured risks is calculated using
actuarial methods and is not discounted. The recorded
liability for self-insured risks totaled $21,800,000 at
December 31, 1999. Management does not believe it is likely
that its estimates for such items will change materially in
the near term.
In the first quarter of 1999 the Company increased the
estimated useful lives of network distribution fees to the
greater of five years or the remaining duration of the
distribution contracts. Because of the previous uncertainty
regarding the conditions under which the distribution
contracts would be renewed, such fees had been amortized
over the duration of the contracts. The Company has
committed to pay certain cable television system operators
additional distribution fees to carry the networks on
systems not included in the original distribution contracts.
Management believes the expanded distribution of the
networks will increase affiliate fee and advertising revenue
beyond the remaining duration of the original distribution
contracts. The change in the estimated amortization period
was made to better match revenue and expense. Also in the
first quarter of 1999 the Company increased the estimated
useful lives of certain newspaper presses from 20 years to
30 years. The changes in estimated useful lives of the
network distribution fees and newspaper presses were made
prospectively. The effect of these changes was to increase
operating income $11,900,000 and net income $7,500,000
($.09 per share).
Consolidation - The consolidated financial statements
include the accounts of the Company and its majority-owned
subsidiary companies.
Revenue Recognition - Significant revenue recognition
policies are as follows:
Advertising revenues are recognized based on dates of
publication or broadcast, net of agency commissions.
Revenues from advertising on the Company's Internet sites
are recognized over the terms of the advertising contracts.
Circulation revenue is recognized based on date of
publication. The Company's newspapers are either: 1) sold
directly to subscribers and delivered by employees or
independent newspaper carriers, or 2) sold to independent
newspaper distributors who resell the paper to subscribers.
Circulation revenue from newspapers sold directly to
subscribers is based on the subscription price, with
delivery costs charged to operating expenses. Circulation
revenue from newspapers sold to independent newspaper
distributors is based upon the price charged the
distributor.
Affiliate fees are recognized as programming is
provided to cable television and direct broadcast satellite
services.
Royalties from merchandise licensing are recognized as
the licensee sells products. Royalties from promotional
licensing are recognized over the lives of the licensing
agreements.
<PAGE>
Network Distribution Fees - Network distribution fees are
incentives paid to cable television and direct broadcast
satellite system operators in exchange for long-term
contracts to carry the Company's television networks. These
fees are amortized based upon the percentage of the current
period's affiliate fee revenues to the estimated total of
such revenue over estimated useful lives, or, for contracts
that do not provide for the Company to receive affiliate
fees, on a straight-line basis over estimated useful lives.
Useful lives are estimated at the greater of five years or
the duration of the contracts. The portion of the
unamortized balance expected to be amortized within one year
is classified as a current asset.
Program Rights and Production Costs - Program rights are
recorded when programs become available for broadcast.
Amortization is computed using the straight-line method
based on the license period or based on usage, whichever
yields the greater accumulated amortization for each
program. The liability for program rights is not discounted
for imputed interest.
Production costs are primarily costs incurred in the
production of programming for internal use. Programs
produced for internal use are amortized over the estimated
useful lives of the programs. The portion of the
unamortized balance expected to be amortized within one year
is classified as a current asset. Program and production
costs are stated at the lower of unamortized cost or fair
value.
Program rights liabilities payable within the next twelve
months are included in accounts payable. Noncurrent program
rights liabilities are included in other long-term
obligations.
Long-Lived Assets - Long-lived assets used in business
operations are recorded at unamortized cost. Management
reviews long-lived assets, including related goodwill and other
intangible assets, for impairment whenever events or changes
in circumstances indicate the carrying amounts of the assets
may not be recoverable. Recoverability is determined by
comparing the forecasted undiscounted cash flows of the
operation to which the assets relate to the carrying amount
of the assets. If the operation is determined to be unable
to recover the carrying amount of its assets, then goodwill
and other intangible assets are written down first, followed
by other long-lived assets of the operation, to fair value.
Fair value is determined based on discounted cash flows.
Long-lived assets to be disposed of are reported at the
lower of carrying amount or fair value less costs to sell.
Goodwill and Other Intangible Assets - Goodwill represents
the cost of acquisitions in excess of the acquired
businesses' tangible assets and identifiable intangible
assets. Cable and direct broadcast satellite network
affiliation contracts are amortized on a straight-line basis
over the greater of five years or the remaining duration of
the agreements. Goodwill, customer lists and other
intangible assets are amortized on a straight-line basis
over periods of up to 40 years.
Property, Plant and Equipment - Depreciation is computed
using the straight-line method over maximum estimated useful
lives as follows:
Buildings and improvements 35 years
Printing presses 30 years
Other newspaper production equipment 5 to 10 years
Television transmission towers and related equipment 15 years
Other television and program production equipment 5 to 15 years
Office and other equipment 3 to 10 years
In the first quarter of 1999 the Company increased the
estimated useful lives of certain newspaper presses from 20
years to 30 years. Interest costs related to major capital
projects are capitalized and classified as property, plant
and equipment.
Income Taxes - Deferred income taxes are provided for
temporary differences between the tax basis and reported
amounts of assets and liabilities that will result in
taxable or deductible amounts in future years. The
Company's temporary differences primarily result from
accelerated depreciation and amortization for tax purposes,
investment gains and losses not yet recognized for tax
purposes and accrued expenses not deductible for tax
purposes until paid.
<PAGE>
Investments - The Company records its investments at fair
value, except for securities accounted for under the equity
method or issued by private companies. All investments
recorded at fair value have been classified as available for
sale. The fair value of available-for-sale investments is
determined by quoted market prices. The cost basis of
available-for-sale securities is adjusted when a decline in
market value is determined to be other than temporary, with
the resulting adjustment charged against net income. The
difference between adjusted cost basis and fair value, net
of related tax effects, is recorded in the accumulated other
comprehensive income component of stockholders' equity.
Investments in 20%- to 50%-controlled companies and in all
joint ventures are accounted for using the equity method.
Investments in private companies are recorded at cost, net
of impairment write-downs, because no readily determinable
market price is available. The cost basis of investments in
private companies is adjusted when it is determined the
Company's investment may not be recovered, with the
resulting adjustment charged against net income.
The cost of securities sold is determined by specific
identification.
Newspaper Joint Operating Agencies - The Company is
currently a partner in newspaper joint operating agencies
("JOAs") in three markets. A JOA combines all but the
editorial operations of two competing newspapers in a
market. The managing partner distributes a portion of JOA
profits to the other partner. The other partner manages
each of these three JOAs.
The Company includes its portion of these JOA operating
profits in operating revenues but does not include any
assets or liabilities because the Company has no residual
interest in the net assets.
A JOA in Evansville, Indiana, which was managed by the
Company, expired in 1998 and was not renewed. The Company
included the full amounts of this JOA's assets, liabilities,
revenues and expenses in the consolidated financial
statements. Distributions of JOA operating profits to the
other partner were included in other operating expenses.
The Company continues to operate its newspaper in
Evansville. A JOA in El Paso, Texas, which was managed by
the other partner, was terminated in 1997 (see Note 2).
Inventories - Inventories are stated at the lower of cost or
market. The cost of newsprint included in inventory is
computed using the last in, first out ("LIFO") method. At
December 31 newsprint inventories were approximately 70% of
total inventories in 1999 and 67% in 1998. The cost of
other inventories is computed using the first in, first out
("FIFO") method. Inventories would have been $300,000 and
$1,500,000 higher at December 31, 1999 and 1998, if FIFO
(which approximates current cost) had been used to compute
the cost of newsprint.
Stock-Based Compensation - The Company's incentive plans
provide for awards of options to purchase Class A Common
shares and awards of Class A Common shares. Stock options
are awarded to purchase Class A Common shares at not less
than 100% of the fair market value on the date of the award.
Stock options and awards of Class A Common shares vest over
an incentive period conditioned upon the individual's
employment through that period. The Company measures
compensation expense using the intrinsic-value-based method
(see Note 14).
Cash and Cash Equivalents - Cash and cash equivalents
represent cash on hand, bank deposits and debt instruments
with an original maturity of less than three months. Cash
equivalents are stated at cost plus accrued interest, which
approximates fair value.
Short-term Investments - Short-term investments represent
excess cash invested in securities not meeting the criteria
to be classified as cash equivalents. Short-term
investments are carried at cost plus accrued income, which
approximates fair value.
Risk Management Contracts - The Company may use foreign
currency forward and option contracts to hedge cash flow
exposures denominated in Japanese yen. The contracts reduce
the risk of changes in the exchange rate for Japanese yen on
the Company's anticipated net licensing receipts (licensing
royalties less amounts due creators of the properties and
certain direct expenses) for the following year. Such
contracts are recorded at fair value in the Consolidated
Balance Sheets and gains or losses are recognized in income
as changes occur in the exchange rate for the Japanese yen.
The Company may use off-balance-sheet financial instruments,
such as forward contracts, to reduce the risk of changes in
the price of newsprint on anticipated newsprint purchases.
Gains or losses on the contracts are deferred and charged to
newsprint and ink expense as the newsprint is consumed.
<PAGE>
The Company may also use put options and zero-cost collars
to hedge the proceeds from the expected sale of certain
investments. These contracts are recorded at fair value in
the Consolidated Balance Sheets. Gains or losses are
recognized in net income or in other comprehensive income
depending upon the treatment of changes in the unrealized
gain or loss on the underlying investment.
At December 31, 1999, the Company held zero-cost collars on
certain investments. The Company held no foreign currency
or newsprint derivative financial instruments at December
31, 1999 and 1998. The Company does not hold derivative
financial instruments for trading or speculative purposes,
and does not hold leveraged contracts. The impact of risk
management activities on the Company's financial position,
its results of operations, and its cash flows is immaterial.
The Financial Accounting Standards Board has issued FAS No.
133 - Accounting for Derivative Instruments and Hedging
Activities. The standard, which must be adopted by January
1, 2001, will not have a material effect on the Company's
financial position or its results of operations. Under the
new standard changes in the fair value of foreign currency
forward and option contracts will be initially reported as a
separate component of comprehensive income and reclassified
into earnings when the related licensing revenue is earned.
Newsprint forward contracts will be recorded at fair value
and changes in the value of the contracts will be initially
reported as a separate component of comprehensive income and
reclassified into earnings when the newsprint is consumed.
The Company's accounting for put options and zero-cost
collars will not change under the new standard.
Net Income Per Share - The following table presents
additional information about basic and diluted weighted-
average shares outstanding:
<TABLE>
<CAPTION>
( in thousands )
For the years ended December 31,
1999 1998 1997
<S> <C> <C> <C>
Basic weighted-average shares outstanding 77,936 79,715 80,500
Effect of dilutive securities:
Unvested restricted stock held by employees 179 197 214
Stock options held by employees 836 1,009 931
Diluted weighted-average shares outstanding 78,951 80,921 81,645
</TABLE>
Reclassifications - For comparative purposes, certain 1998
and 1997 amounts have been reclassified to conform to 1999
classifications.
2. ACQUISITIONS AND DIVESTITURES
Acquisitions
1999 - The Company acquired the 70% of Colorado Real
Estate On-line, a provider of real estate listings on
the Internet, that it did not already own and an
additional 6.86% interest in the Food Network.
1998 - The Company acquired independent telephone
directories in Memphis, Tennessee; Kansas City,
Missouri; New Orleans, Louisiana; and North Palm Beach,
Florida.
1997 - The Company acquired the newspaper and broadcast
operations of Harte-Hanks Communications ("Harte-
Hanks"). The Harte-Hanks newspaper operations ("HHC
Newspaper Operations") included daily newspapers in
Abilene, Corpus Christi, Plano, San Angelo and Wichita
Falls, Texas, a group of community newspapers in the
Dallas, Texas, market and a daily newspaper in
Anderson, South Carolina. The Company immediately
traded the Harte-Hanks broadcast operations for an
approximate 56% controlling interest in Food Network.
The Company traded its daily newspapers in Monterey and
San Luis Obispo, California, for the daily newspaper in
Boulder, Colorado.
<PAGE>
The following table presents additional information about
the acquisitions:
<TABLE>
<CAPTION>
( in thousands )
For the years ended December 31,
1999 1998 1997
<S> <C> <C> <C>
Goodwill and other intangible assets acquired $ 20,571 $ 12,553 $ 688,102
Other assets acquired (primarily property and equipment) 85 4,154 108,278
Total 20,656 16,707 796,380
Fair value of Monterey and San Luis Obispo daily newspapers (50,000)
Liabilities assumed (1,902) (2,448) (26,700)
Cash paid $ 18,754 $ 14,259 $ 719,680
</TABLE>
The acquisitions have been accounted for as purchases. The
allocation of the total purchase price in 1999 is based on
preliminary appraised values of the assets acquired and
liabilities assumed, and is therefore subject to change.
The acquired operations have been included in the
Consolidated Statements of Income from the dates of
acquisition. The following table summarizes, on an
unaudited pro forma basis, the estimated combined results of
operations of the Company and the operations acquired in
1997 assuming the transactions had taken place at the
beginning of 1997. Pro forma results are not presented for
the 1999 and 1998 acquisitions because the combined results
of operations would not be significantly different than the
reported amounts. The pro forma information includes
adjustments for interest expense that would have been
incurred to finance the acquisition, additional depreciation
based on the fair market value of the property, plant and
equipment, and amortization of the intangible assets
acquired. The pro forma information excludes the results of
operations of the Monterey and San Luis Obispo newspapers,
and excludes the gain recognized on the transaction. The
unaudited pro forma results of operations are not
necessarily indicative of the results that actually would
have occurred had the acquisition been completed at the
beginning of the period.
<TABLE>
<CAPTION>
( in thousands, except per share data ) For the
year ended
December 31,
1997
<S> <C>
Operating revenues $ 1,350,096
Net income 124,965
Net income per share of common stock:
Basic $1.55
Diluted $1.53
</TABLE>
Divestitures
1998 - The Company sold Scripps Howard Productions, its
television program production operation based in Los
Angeles, and the Dallas Community newspapers, including
the Plano daily newspaper. No material gain or loss
was realized on either divestiture as proceeds
approximated the book value of the net assets sold.
1997 - The Company traded its Monterey and San Luis
Obispo, California, daily newspapers for the daily
newspaper in Boulder, Colorado, and terminated the JOA
and ceased operations of its newspaper in El Paso,
Texas, on October 11. The JOA termination and the
trade resulted in gains totaling $47,600,000,
$26,200,000 after-tax ($.32 per share on a diluted
basis).
<PAGE>
Included in the consolidated financial statements were the
following results of divested operating units (excluding
gains on sales):
<TABLE>
<CAPTION>
( in thousands, except per share data )
For the years ended
December 31,
1998 1997
<S> <C> <C>
Operating revenues $ 14,206 $ 41,154
Operating income (loss) (481) (1,217)
</TABLE>
3. UNUSUAL CREDITS AND CHARGES
See Note 6 regarding investments and related gains, losses
and expenses in 1999. In addition to the gains on divested
operations described in Note 2, the Company's 1997 results
of operations included a write-down of certain investments
to estimated realizable value, resulting in a loss of
$2,700,000, $1,700,000 after tax, $.02 per share on a
diluted basis.
4. INCOME TAXES
In 1997 the Company reached an agreement with the Internal
Revenue Service ("IRS") to settle the audit of its 1988
through 1991 consolidated federal income tax returns. The
settlement did not result in an adjustment to the Company's
tax liability for prior years. Pursuant to the terms of its
agreement with Comcast, the Company remains liable for all
tax liabilities of Scripps Cable attributable to periods
prior to completion of the Cable Transaction. The Company's
1992 through 1995 consolidated federal income tax returns
are currently under examination by the IRS. Management
believes that adequate provision for income taxes has been
made for all open years.
The approximate effects of the temporary differences giving
rise to the Company's deferred income tax liabilities
(assets) were as follows:
<TABLE>
<CAPTION>
( in thousands )
As of December 31,
1999 1998
<S> <C> <C>
Accelerated depreciation and amortization $ 131,305 $ 106,725
Investments, primarily gains and losses not yet recognized for tax 34,836 26,052
Accrued expenses not deductible until paid (11,567) (12,110)
Deferred compensation and retiree benefits not deductible until paid (27,201) (19,969)
Other temporary differences, net (8,559) (6,474)
Total 118,814 94,224
State net operating loss carryforwards (10,386) (9,790)
Valuation allowance for state deferred tax assets 7,715 7,003
Net deferred tax liability $ 116,143 $ 91,437
</TABLE>
The Company's state net operating loss carryforwards expire
from 2003 through 2019. At each balance sheet date
management estimates the amount of state net operating loss
carryforwards that are not expected to be used prior to
expiration of the carryforward period. The tax effect of
these unused state net operating loss carryforwards is
included in the valuation allowance.
<PAGE>
The provision for income taxes consisted of the following:
<TABLE>
<CAPTION>
( in thousands )
For the years ended December 31,
1999 1998 1997
<S> <C> <C> <C>
Current:
Federal $ 67,247 $ 62,730 $ 68,600
State and local 13,588 12,028 14,275
Foreign 4,485 3,878 4,314
Total current 85,320 78,636 87,189
Deferred:
Federal 22,543 23,538 31,100
Other 2,173 1,542 3,432
Total deferred 24,716 25,080 34,532
Total income taxes 110,036 103,716 121,721
Income taxes allocated to stockholders' equity (5,963) (10,641) (4,211)
Provision for income taxes $ 104,073 $ 93,075 $ 117,510
</TABLE>
The difference between the statutory rate for federal income
tax and the effective income tax rate was as follows:
<TABLE>
<CAPTION>
For the years ended December 31,
1999 1998 1997
<S> <C> <C> <C>
Statutory rate 35.0 % 35.0 % 35.0 %
Effect of:
State and local income taxes 4.0 3.8 4.1
Amortization of nondeductible goodwill 1.4 1.6 1.8
Miscellaneous 0.3 0.2 1.0
Effective income tax rate 40.7 % 40.6 % 41.9 %
</TABLE>
<PAGE>
5. LONG-TERM DEBT
Long-term debt consisted of the following:
<TABLE>
<CAPTION>
( in thousands )
As of December 31,
1999 1998
<S> <C> <C>
Variable rate credit facilities, including commercial paper $ 565,689 $ 567,561
$100 million, 6.625% note, due in 2007 99,887 99,872
$100 million, 6.375% note, due in 2002 99,944 99,925
Other notes 3,927 3,299
Total long-term debt 769,447 770,657
Current portion of long-term debt 267,600 268,780
Long-term debt (less current portion) $ 501,847 $ 501,877
Fair value of long-term debt * $ 761,300 $ 777,300
* Fair value was estimated based on current rates available to the Company
for debt of the same remaining maturity.
</TABLE>
The Company has a Competitive Advance and Revolving Credit
Facility Agreement, which permits aggregate borrowings up to
$700,000,000 (the "Variable Rate Credit Facilities"). The
Variable Rate Credit Facilities are comprised of two
unsecured lines, one limited to $400,000,000 principal
amount maturing in 2000, and the other limited to
$300,000,000 principal amount maturing in 2002. Borrowings
under the Variable Rate Credit Facilities are available on a
committed revolving credit basis at the Company's choice of
three short-term rates or through an auction procedure at
the time of each borrowing. The Variable Rate Credit
Facilities are also used by the Company in whole or in part,
in lieu of direct borrowings, as credit support for its
commercial paper. The weighted-average interest rates on
the Variable Rate Credit Facilities at December 31 was 6.0%
in 1999 and 5.25% in 1998.
Certain long-term debt agreements contain maintenance
requirements for net worth and coverage of interest expense
and restrictions on incurrence of additional indebtedness.
The Company is in compliance with all debt covenants.
Current maturities of long-term debt are classified as long-
term to the extent they can be refinanced under existing
long-term credit commitments.
Interest costs capitalized were $400,000 in 1999, $300,000
in 1998, and $1,200,000 in 1997.
<PAGE>
6. INVESTMENTS
Investments, excluding short-term investments, consisted of
the following:
<TABLE>
<CAPTION>
( in thousands, except share data )
As of December 31,
1999 1998
<S> <C> <C>
Securities available for sale (at market value):
Time Warner common stock (1,344,000 shares) $ 97,227 $ 83,446
garden.com Inc. (2,414,000 common shares and 276,000 warrants) 22,636
iVillage Inc. (270,000 common shares) 5,897
Other 9,177 5,075
Total available-for-sale securities 134,937 88,521
Investments accounted for using the equity method 7,578 5,599
Other (primarily investments in private companies, at adjusted cost) 63,349 37,110
Total investments $ 205,864 $ 131,230
Unrealized gains on securities available for sale $ 88,214 $ 59,866
</TABLE>
Investments available for sale represent securities in
publicly traded companies. In the third quarter
garden.com completed an initial public offering of its
common stock and the Company sold its interest in Family
Point Inc. to iVillage Inc. for cash and stock, resulting
in a gain of $8,600,000. These investments were
previously included in the other category.
The Company intends to sell its investment in iVillage at
the end of the mandatory lock-up period. In the fourth
quarter the investment in iVillage was reduced $2,200,000
to market value. The Company has executed a zero-cost
collar on 229,000 iVillage shares, giving the Company the
right to sell those shares at prices between $21.02 and
$22.65 and giving the counter party the right to purchase
the shares at prices between $24.35 and $26.24. The price
of iVillage shares was $20.25 on December 31, 1999.
Investments in private companies do not trade in public
markets, so they do not have readily determinable fair
values. However, if the securities were valued at prices
paid by other investors in the most recent round of
financing, the total estimated value of these investments
was $91,300,000 on December 31, 1999.
In 1999 the Company accrued $7,000,000 of incentive
compensation for its Scripps Ventures fund managers. The
incentive compensation is based on the portfolio's
cumulative net gain (realized and estimated unrealized) of
$47,000,000 as of December 31, 1999. The incentive
compensation will be paid in 2001 based on the portfolio's
net gain through June 2001. The estimated value of the
Scripps Ventures portfolio on December 31, 1999, was
$95,000,000, based upon quoted market prices for publicly
traded securities and prices paid for shares in the private
companies' most recent offerings.
<PAGE>
7. PROPERTY, PLANT AND EQUIPMENT
Property, plant and equipment consisted of the following:
<TABLE>
<CAPTION>
( in thousands )
As of December 31,
1999 1998
<S> <C> <C>
Land and improvements $ 44,382 $ 48,267
Buildings and improvements 240,513 231,052
Equipment 669,302 628,899
Total 954,197 908,218
Accumulated depreciation 468,601 428,932
Net property, plant and equipment $ 485,596 $ 479,286
</TABLE>
8. GOODWILL AND OTHER INTANGIBLE ASSETS
Goodwill and other intangible assets arising from business
acquisitions consisted of the following:
<TABLE>
<CAPTION>
( in thousands )
As of December 31,
1999 1998
<S> <C> <C>
Goodwill $ 1,215,962 $ 1,193,912
Customer lists 145,358 145,358
Cable and direct broadcast satellite network affiliation contracts 20,554 18,554
Licenses and copyrights 28,221 28,221
Other 29,233 27,803
Total 1,439,328 1,413,848
Accumulated amortization 247,610 209,379
Net goodwill and other intangible assets $ 1,191,718 $ 1,204,469
</TABLE>
<PAGE>
9. OTHER LONG-TERM OBLIGATIONS AND MINORITY INTERESTS
Other long-term obligations and minority interests consisted
of the following:
<TABLE>
<CAPTION>
( in thousands )
As of December 31,
1999 1998
<S> <C> <C>
Program rights payable $ 50,870 $ 52,125
Employee compensation and benefits 91,725 68,945
Network distribution fees 51,534 49,918
Minority interests 12,094 10,956
Other 21,163 27,078
Total other long-term obligations and minority interests 227,386 209,022
Current portion of other long-term obligations 94,684 86,801
Other long-term obligations and minority interests (less current portion) $ 132,702 $ 122,221
</TABLE>
10. SUPPLEMENTAL CASH FLOW INFORMATION
The following table presents additional information about
the change in certain working capital accounts:
<TABLE>
<CAPTION>
( in thousands )
For the years ended December 31,
1999 1998 1997
<S> <C> <C> <C>
Other changes in certain working capital accounts, net:
Accounts receivable $ (53,847) $ (5,439) $ (24,111)
Accounts payable 13,374 3,877 (5,483)
Accrued income taxes 503 (1,950) (2,290)
Other accrued liabilities 3,356 6,416 11,664
Other, net 6,212 2,631 1,905
Total $ (30,402) $ 5,535 $ (18,315)
</TABLE>
<PAGE>
11. EMPLOYEE BENEFIT PLANS
Retirement plans expense consisted of the following:
<TABLE>
<CAPTION>
( in thousands )
For the years ended December 31,
1999 1998 1997
<S> <C> <C> <C>
Service cost $ 14,078 $ 11,718 $ 9,047
Interest cost 17,012 14,757 14,729
Actual (return) loss on plan assets, net of expenses (50,022) (35,773) (41,665)
Net amortization and deferral 27,120 17,098 22,866
Total for defined benefit plans 8,188 7,800 4,977
Multi-employer plans 1,162 1,051 923
Defined contribution plans 5,698 5,370 4,585
Total $ 15,048 $ 14,221 $ 10,485
</TABLE>
The following table presents information about the Company's
employee benefit plan assets and obligations:
<TABLE>
<CAPTION>
( in thousands )
For the years ended December 31,
1999 1998 1997
<S> <C> <C> <C>
Change in benefit obligation
Benefit obligation at beginning of year $ 269,493 $ 236,260 $ 203,919
Service cost 14,078 11,718 9,047
Interest cost 17,012 14,757 14,729
Plan amendments 280
Actuarial losses (gains) (15,549) 21,708 26,218
Benefits paid (16,224) (14,950) (17,933)
Benefit obligation at end of year 268,810 269,493 236,260
Change in plan assets
Fair value at beginning of year 268,386 246,811 220,603
Actual return on plan assets 50,022 35,773 41,665
Company contributions 750 752 1,868
Acquisitions and divestitures 608
Benefits paid (16,224) (14,950) (17,933)
Fair value at end of year 302,934 268,386 246,811
Plan assets greater than (less than) projected benefits 34,124 (1,107) 10,551
Unrecognized net loss (gain) (57,774) (14,732) (18,979)
Unrecognized prior service cost 3,547 4,620 5,704
Unrecognized net asset at the date FAS No. 87 was
adopted, net of amortization (3,434) (4,881) (6,328)
Net pension asset (liability) recognized in the balance sheet $ (23,537) $ (16,100) $ (9,052)
</TABLE>
<PAGE>
Assumptions used in the accounting for the defined benefit
plans were as follows:
<TABLE>
<CAPTION>
1999 1998 1997
<S> <C> <C> <C>
Discount rate at beginning of year 6.5% 6.5% 7.5%
Discount rate at end of year 7.5% 6.5% 6.5%
Assumed long-term rate of return on plan assets 8.5% 7.5% 8.5%
Assumed rate of increase in compensation levels 4.0% 3.0% 4.0%
</TABLE>
Management uses the discount rate at the beginning of the
year as the reference point for the assumptions required to
determine each year's pension expense. Prior to 1999 the
return on plan assets was assumed to be one percentage point
above the discount rate and the compensation increase was
assumed to be three and one half percentage points below the
discount rate. In 1999 management changed the assumed return
on assets to two percentage points above the discount rate
and the assumed compensation increase to two and one half
percentage points below the discount rate.
Plan assets consist of marketable equity and fixed-income
securities.
12. SEGMENT INFORMATION
The Company's reportable segments are strategic businesses
that offer different products and services. See Note 1 for
descriptive information about the Company's business
segments. The Company primarily evaluates the operating
performance of its segments based on earnings before
interest, income taxes, depreciation and amortization
("EBITDA"), excluding unusual items and all credits and
charges classified as non-operating in the Consolidated
Statements of Income. No single customer provides more
than 10% of the Company's revenue and less than 10% of the
Company's revenues are from markets outside of the U.S.
<PAGE>
The following table presents financial information about the
Company's business segments:
<TABLE>
<CAPTION>
( in thousands )
For the years ended December 31,
1999 1998 1997
<S> <C> <C> <C>
OPERATING REVENUES
Newspapers $ 918,209 $ 889,071 $ 760,376
Broadcast television 312,362 330,714 331,216
Category television 228,915 148,641 66,801
Licensing and other media 111,806 96,202 92,926
Total $ 1,571,292 $ 1,464,628 $ 1,251,319
EBITDA
Newspapers $ 277,773 $ 261,692 $ 220,425
Broadcast television 94,755 118,012 128,048
Category television 32,767 5,642 (8,580)
Licensing and other media 12,701 10,750 4,548
Corporate (17,519) (16,207) (16,011)
Total $ 400,477 $ 379,889 $ 328,430
DEPRECIATION
Newspapers $ 39,079 $ 41,453 $ 33,840
Broadcast television 17,962 15,529 14,738
Category television 5,533 4,738 3,438
Licensing and other media 1,687 978 873
Corporate 1,039 1,024 1,196
Total $ 65,300 $ 63,722 $ 54,085
AMORTIZATION OF INTANGIBLE ASSETS
Newspapers $ 22,138 $ 23,065 $ 12,105
Broadcast television 9,502 9,517 9,620
Category television 6,364 7,539 1,793
Licensing and other media 547 2 3
Total $ 38,551 $ 40,123 $ 23,521
OPERATING INCOME
Newspapers $ 216,556 $ 197,174 $ 174,480
Broadcast television 67,291 92,966 103,690
Category television 20,870 (6,635) (13,811)
Licensing and other media 10,467 9,770 3,672
Corporate (18,558) (17,231) (17,207)
Total $ 296,626 $ 276,044 $ 250,824
OTHER NONCASH ITEMS
Broadcast television $ 1,029 $ (76) $ (3,790)
Category television (57,770) (26,793) (16,683)
Licensing and other media 2,828 471
Total $ (56,741) $ (24,041) $ (20,002)
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
( in thousands )
For the years ended December 31,
1999 1998 1997
<S> <C> <C> <C>
ADDITIONS TO PROPERTY, PLANT AND EQUIPMENT
Newspapers $ 28,359 $ 23,732 $ 33,762
Broadcast television 25,304 33,454 15,632
Category television 19,480 7,936 5,742
Licensing and other media 5,887 1,041 670
Corporate 796 806 814
Total $ 79,826 $ 66,969 $ 56,620
BUSINESS ACQUISITIONS AND OTHER ADDITIONS TO LONG-LIVED ASSETS
Newspapers $ 1,259 $ 3,570 $ 644,527
Broadcast television 1,391 218 3,000
Category television 45,399 17,431 179,354
Licensing and other media 40,083 27,434 20,720
Total $ 88,132 $ 48,653 $ 847,601
ASSETS
Newspapers $ 1,224,393 $ 1,246,156 $ 1,331,676
Broadcast television 500,885 509,285 495,049
Category television 468,114 340,852 300,006
Licensing and other media 263,171 191,994 117,283
Corporate 63,641 71,349 44,541
Total $ 2,520,204 $ 2,359,636 $ 2,288,555
</TABLE>
Other noncash items include programming and program
production expenses in excess of (less than) the amounts
paid, and, for category television, amortization of network
distribution fees in excess of (less than) network
distribution fee payments. Other additions to long-lived
assets include investments and network distribution fees.
Corporate assets are primarily cash, investments, and
refundable and deferred income taxes.
13. COMMITMENTS AND CONTINGENCIES
The Company is involved in litigation arising in the
ordinary course of business, none of which is expected to
result in material loss.
The Company's cable television systems ("Scripps Cable")
were acquired by Comcast Corporation ("Comcast") in 1996
("Cable Transaction"). Pursuant to the terms of its
agreement with Comcast, the Company remains liable for any
losses resulting from certain lawsuits, certain other
expenses and tax liabilities of Scripps Cable attributable
to periods prior to the Cable Transaction. In 1997 the
Company adjusted its estimate of these liabilities, reducing
stockholders' equity by $9,780,000.
The Company purchased program rights totaling $131,000,000
in 1999, $100,000,000 in 1998 and $70,100,000 in 1997, the
payments for which are generally made over the lives of the
contracts. At December 31, 1999, the Company was committed
to purchase approximately $80,000,000 of program rights that
are not currently available for broadcast, substantially all
of which is for programs not yet produced. If such programs
are not produced the Company's commitments would expire
without obligation.
Minimum payments on noncancelable leases at December 31,
1999, were: 2000, $13,100,000; 2001, $10,300,000; 2002,
$8,900,000; 2003, $8,300,000; 2004, $8,000,000 and later
years, $25,000,000. Rental expense for cancelable and
noncancelable leases was $16,300,000 in 1999, $15,000,000 in
1998 and $12,200,000 in 1997.
<PAGE>
14. CAPITAL STOCK AND INCENTIVE PLANS
Capital Stock - The capital structure of the Company
includes Common Voting Shares and Class A Common Shares.
The articles provide that the holders of Class A Common
Shares, who are not entitled to vote on any other matters
except as required by Ohio law, are entitled to elect the
greater of three or one-third of the directors. In 1997 the
Board of Directors authorized the purchase of up to
4,000,000 of the Company's Class A Common Shares. The
authorization was increased to 6,000,000 shares in 1998.
The Company has repurchased 3,807,900 shares through
December 31, 1999. An additional 2,192,100 shares may be
purchased under the 1998 authorization.
Incentive Plans - The Company's Long-Term Incentive Plans
(the "Plans") provide for the awarding of incentive and
nonqualified stock options with 10-year terms, stock
appreciation rights, performance units and restricted and
nonrestricted Class A Common Shares to key employees and non-
employee directors. The Plans expire in 2007, except for
options then outstanding. The number of shares authorized
for issuance under the plans at December 31, 1999, were
7,913,000, of which 1,580,000 were available.
Stock Options - Stock options may be awarded to purchase
Class A Common Shares at not less than 100% of the fair
market value on the date the option is granted. Stock
options will vest over an incentive period, conditioned upon
the individual's employment through that period. The
following table presents information about stock options:
<TABLE>
<CAPTION>
Weighted- Range of
Number Average Exercise
of Shares Exercise Price Prices
<S> <C> <C> <C>
Outstanding at December 31, 1996 2,680,800 $16.74 $10 - 34
Granted in 1997 605,500 35.33 35 - 43
Exercised in 1997 (448,975) 17.27 10 - 26
Forfeited in 1997 (11,800) 34.50 35
Outstanding at December 31, 1997 2,825,525 21.00 11 - 43
Granted in 1998 634,450 47.32 39 - 56
Exercised in 1998 (274,239) 16.02 11 - 39
Forfeited in 1998 (31,316) 35.04 35 - 39
Outstanding at December 31, 1998 3,154,420 26.58 11 - 56
Granted in 1999 792,200 47.19 41 - 52
Exercised in 1999 (295,104) 16.80 11 - 47
Forfeited in 1999 (24,749) 45.76 35 - 54
Outstanding at December 31, 1999 (by year granted):
1990 8,100 11.49 11
1991 236,017 11.96 11 - 13
1992 150,900 15.14 15 - 17
1993 601,600 17.82 16 - 21
1994 555,000 18.82 17 - 21
1995 11,800 19.66 18 - 20
1996 131,400 27.18 24 - 29
1997 527,550 35.33 35 - 43
1998 624,700 47.31 39 - 56
1999 779,700 47.19 41 - 52
Total options outstanding 3,626,767 $31.75 $11 - 56
Exercisable at December 31:
1997 2,190,625 $16.90 $11 - 27
1998 2,204,089 19.41 11 - 43
1999 2,323,844 23.85 11 - 56
</TABLE>
Substantially all options granted prior to 1997 are
exercisable. Options issued in 1997 through 1999 generally
become exercisable over a three-year period.
<PAGE>
The Company has adopted the "disclosure-only" provisions of
FAS No. 123; therefore no compensation expense has been
recognized for stock option grants. Had compensation
expense been determined based upon the fair value
(determined using the Black-Scholes option pricing model) at
the grant date consistent with the provisions of FAS No.
123, the Company's net income would have been reduced to the
pro forma amounts as follows:
<TABLE>
<CAPTION>
( in thousands, except per share data )
For the years ended December 31,
1999 1998 1997
<S> <C> <C> <C>
Pro forma net income $ 140,500 $ 126,400 $ 154,600
Pro forma net income per share of common stock:
Basic $1.80 $1.59 $1.92
Diluted 1.78 1.56 1.89
</TABLE>
Information related to the fair value of stock option grants
is presented below:
<TABLE>
<CAPTION>
For the years ended December 31,
1999 1998 1997
<S> <C> <C> <C>
Weighted-average fair value of options granted $13.23 $14.33 $12.03
Assumptions used to determine fair value:
Dividend yield 1.5% 1.5% 1.5%
Expected volatility 23% 24% 28%
Risk-free rate of return 5.0% 5.7% 6.0%
Expected life of options 7 years 7 years 7 years
</TABLE>
Restricted Stock Awards - Awards of Class A Common Shares
vest over an incentive period conditioned upon the
individual's employment throughout that period. During the
vesting period shares issued are nontransferable, but the
shares are entitled to all the rights of an outstanding
share. Compensation expense is determined based upon the
fair value of the shares at the grant date. Information
related to awards of Class A Common Shares is presented
below:
<TABLE>
<CAPTION>
( in thousands, except share data )
For the years ended December 31,
1999 1998 1997
<S> <C> <C> <C>
Class A Common Shares:
Shares awarded 85,400 20,500 80,500
Weighted-average price of shares awarded $46.70 $51.22 $38.97
Shares forfeited 200 1,500
Compensation expense recognized $ 2,779 $ 2,863 $ 2,776
</TABLE>
<PAGE>
15. SUMMARIZED QUARTERLY FINANCIAL INFORMATION (Unaudited)
Summarized financial information is as follows:
<TABLE>
<CAPTION>
( in thousands, except per share data )
1st 2nd 3rd 4th
1999 Quarter Quarter Quarter Quarter Total
<S> <C> <C> <C> <C> <C>
Operating revenues $ 376,260 $ 391,285 $ 372,932 $ 430,815 $ 1,571,292
Operating expenses:
Employee compensation and benefits 117,980 123,031 123,647 127,504 492,162
Newsprint and ink 37,303 34,282 32,775 37,551 141,911
Amortization of purchased programming 23,587 22,160 25,264 27,799 98,810
Other operating expenses 105,664 101,771 109,146 121,351 437,932
Depreciation and amortization 25,989 23,767 26,683 27,412 103,851
Total operating expenses 310,523 305,011 317,515 341,617 1,274,666
Operating income 65,737 86,274 55,417 89,198 296,626
Interest expense (11,073) (11,026) (11,279) (11,841) (45,219)
Miscellaneous, net 1,302 1,652 (214) 1,309 4,049
Income taxes (22,932) (31,556) (17,954) (31,631) (104,073)
Minority interests (1,033) (1,113) (1,077) (1,227) (4,450)
Net income $ 32,001 $ 44,231 $ 24,893 $ 45,808 $ 146,933
Net income per share of common stock:
Basic $ .41 $ .57 $ .32 $ .59 $ 1.89
Diluted $ .40 $ .56 $ .32 $ .58 $ 1.86
Basic weighted-average shares outstanding 78,096 77,937 77,874 77,836 77,936
Diluted weighted-average shares outstanding 79,126 78,950 78,925 78,801 78,951
Cash dividends per share of common stock $ .14 $ .14 $ .14 $ .14 $ .56
</TABLE>
The sum of the quarterly net income per share amounts may
not equal the reported annual amount because each is
computed independently based upon the weighted-average
number of shares outstanding for the period.
<PAGE>
<TABLE>
<CAPTION>
( in thousands, except per share data )
1st 2nd 3rd 4th
1998 Quarter Quarter Quarter Quarter Total
<S> <C> <C> <C> <C> <C>
Operating revenues $ 349,290 $ 369,413 $ 345,943 $ 399,982 $ 1,464,628
Operating expenses:
Employee compensation and benefits 114,194 113,372 112,388 114,532 454,486
Newsprint and ink 36,348 36,958 36,100 38,663 148,069
Amortization of purchased programming 17,922 18,647 20,875 24,802 82,246
Other operating expenses 97,616 99,802 93,813 108,707 399,938
Depreciation and amortization 25,755 25,427 25,311 27,352 103,845
Total operating expenses 291,835 294,206 288,487 314,056 1,188,584
Operating income 57,455 75,207 57,456 85,926 276,044
Interest expense (12,012) (11,747) (11,712) (11,637) (47,108)
Miscellaneous, net (1,438) 915 285 464 226
Income taxes (17,959) (26,380) (18,852) (29,884) (93,075)
Minority interests (968) (1,571) (1,099) (1,235) (4,873)
Net income $ 25,078 $ 36,424 $ 26,078 $ 43,634 $ 131,214
Net income per share of common stock:
Basic $ .31 $ .45 $ .33 $ .56 $ 1.65
Diluted $ .31 $ .45 $ .32 $ .55 $ 1.62
Basic weighted-average shares outstanding 80,358 80,404 79,874 78,226 79,715
Diluted weighted-average shares outstanding 81,616 81,688 81,041 79,339 80,921
Cash dividends per share of common stock $ .13 $ .13 $ .14 $ .14 $ .54
</TABLE>
The sum of the quarterly net income per share amounts may
not equal the reported annual amount because each is
computed independently based upon the weighted-average
number of shares outstanding for the period.
<PAGE>
THE E. W. SCRIPPS COMPANY
Index to Consolidated Financial Statement Schedules
Valuation and Qualifying Accounts S-2
<PAGE>
<TABLE>
VALUATION AND QUALIFYING ACCOUNTS
FOR THE YEARS ENDED DECEMBER 31, 1999, 1998 AND 1997 SCHEDULE II
<CAPTION>
( in thousands )
COLUMN A COLUMN B COLUMN C COLUMN D COLUMN E COLUMN F
INCREASE
ADDITIONS DEDUCTIONS (DECREASE)
BALANCE CHARGED TO AMOUNTS RECORDED BALANCE
BEGINNING COSTS AND CHARGED ACQUISITIONS END OF
CLASSIFICATION OF PERIOD EXPENSES OFF-NET (DIVESTITURES) PERIOD
<S> <C> <C> <C> <C> <C>
YEAR ENDED DECEMBER 31, 1999:
Allowance for doubtful
accounts receivable $ 7,689 $ 10,754 $ 7,177 $ 11,266
YEAR ENDED DECEMBER 31, 1998:
Allowance for doubtful
accounts receivable $ 6,410 $ 7,634 $ 6,470 $ 115 $ 7,689
YEAR ENDED DECEMBER 31, 1997:
Allowance for doubtful
accounts receivable $ 3,974 $ 7,387 $ 6,152 $ 1,201 $ 6,410
</TABLE>
<PAGE>
THE E. W. SCRIPPS COMPANY
Index to Exhibits
<TABLE>
<CAPTION>
Exhibit Exhibit No.
Number Description of Item Page Incorporated
<S> <C> <C>
3.01 Articles of Incorporation (5) 3.01
3.02 Code of Regulations (5) 3.02
4.01 Class A Common Share Certificate (2) 4
4.02A Form of Indenture: 6.375% notes due in 2002 (3) 4.1
4.02B Form of Indenture: 6.625% notes due in 2007 (3) 4.1
4.03A Form of Debt Securities: 6.375% notes due in 2002 (3) 4.2
4.03B Form of Debt Securities: 6.625% notes due in 2007 (3) 4.2
10.01 Amended and Restated Joint Operating Agreement, dated January 1, 1979, among
Journal Publishing Company, New Mexico State Tribune Company and
Albuquerque Publishing Company, as amended (1) 10.01
10.02 Amended and Restated Joint Operating Agreement, dated February 29, 1988, among
Birmingham News Company and Birmingham Post Company (1) 10.02
10.03 Joint Operating Agreement, dated September 23, 1977, between the
Cincinnati Enquirer, Inc. and the Company, as amended (1) 10.03
10.06 Building Lease, dated April 25, 1984, among Albuquerque Publishing Company,
Number Seven and Jefferson Building Partnership (1) 10.08A
10.06A Ground Lease, dated April 25, 1984, among Albuquerque Publishing Company,
New Mexico State Tribune Company, Number Seven and Jefferson Building
Partnership (1) 10.08B
10.07 Agreement, dated August 17, 1989, between United Feature Syndicate, Inc. and
Charles M. Schulz and the Trustees of the Schulz Family Renewal Copyright
Trust, as amended (1) 10.11
10.40 5-Year Competitive Advance and Revolving Credit Agreement, dated as of
September 26, 1997, among The E. W. Scripps Company, the Banks named
therein, The Chase Manhattan Bank, as Agent, and J. P. Morgan & Co., as
Documentation Agent (3) 10.1
10.41 364-Day Competitive Advance and Revolving Credit Agreement, dated as of
September 26, 1997, among The E. W. Scripps Company, the Banks named
therein, The Chase Manhattan Bank, as Agent, and J. P. Morgan & Co., as
Documentation Agent (3) 10.2
10.53 1987 Long-Term Incentive Plan (1) 10.36
10.54 Agreement, dated December 24, 1959, between the Company and Charles E. Scripps,
as amended (1) 10.39A
10.54A Assignment, Assumption, and Release Agreement, dated December 31, 1987,
between the Company, Scripps Howard, Inc. and Charles E. Scripps (1) 10.39B
10.54B Amendment, dated June 21, 1988 to December 24, 1959 Agreement between
the Company and Charles E. Scripps (1) 10.39C
10.55 Board Representation Agreement, dated March 14, 1986, between
The Edward W. Scripps Trust and John P. Scripps (1) 10.44
10.56 Shareholder Agreement, dated March 14, 1986, between the Company and the
Shareholders of John P. Scripps Newspapers (1) 10.45
10.57 Scripps Family Agreement dated October 15, 1992 (4) 1
10.58 1997 Long-Term Incentive Plan (6) 4B
10.59 Non-Employee Directors' Stock Option Plan (6) 4A
10.60 1997 Deferred Compensation and Phantom Stock Plan for Senior Officers
and Selected Executives (7) 4A
10.61 1997 Deferred Compensation and Stock Plan for Directors (8) 10.61
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Exhibit Exhibit No.
Number Description of Item Page Incorporated
<S> <C> <C> <C>
12 Computation of Ratio of Earnings to Fixed Charges for the Three Years Ended
December 31, 1999 E-3
21 Subsidiaries of the Company E-4
23 Independent Auditors' Consent E-5
27 Financial Data Schedule E-6
</TABLE>
(1) Incorporated by reference to Registration Statement of
The E. W. Scripps Company on Form S-1 (File No. 33-
21714).
(2) Incorporated by reference to The E. W. Scripps
Company Annual Report on Form 10-K for the year ended
December 31, 1990.
(3) Incorporated by reference to Registration
Statement on Form S-3 (File No. 33-36641).
(4) Incorporated by reference to The E. W. Scripps
Company Current Report on Form 8-K dated October 15,
1992.
(5) Incorporated by reference to Scripps Howard, Inc.
Registration Statement on Form 10 (File No. 1-11969).
(6) Incorporated by reference to Registration
Statement of The E. W. Scripps Company on Form S-8
(File No. 333-27623).
(7) Incorporated by reference to Registration
Statement of The E. W. Scripps Company on Form S-8
(File No. 333-27621).
(8) Incorporated by reference to The E. W. Scripps
Company Annual Report on Form 10-K for the year ended
December 31, 1998.
<TABLE>
COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES EXHIBIT 12
<CAPTION>
( in thousands )
Years ended December 31,
1999 1998 1997
<S> <C> <C> <C>
EARNINGS AS DEFINED:
Earnings from operations before income taxes after eliminating
undistributed earnings of 20%- to 50%-owned affiliates $ 256,519 $ 229,458 $ 283,718
Fixed charges excluding capitalized interest and preferred stock
dividends of majority-owned subsidiary companies 50,668 52,113 22,618
Earnings as defined $ 307,187 $ 281,571 $ 306,336
FIXED CHARGES AS DEFINED:
Interest expense, including amortization of debt issue costs $ 45,219 $ 47,108 $ 18,543
Interest capitalized 356 341 1,193
Portion of rental expense representative of the interest factor 5,449 5,005 4,075
Preferred stock dividends of majority-owned subsidiary companies 80 80 80
Fixed charges as defined $ 51,104 $ 52,534 $ 23,891
RATIO OF EARNINGS TO FIXED CHARGES 6.01 5.36 12.82
</TABLE>
<TABLE>
SUBSIDIARIES OF THE COMPANY EXHIBIT 21
<CAPTION>
Jurisidiction of
Name of Subsidiary Incorporation
<S> <C>
BRV, Inc. (Boulder Daily Camera, Bremerton Sun, Redding Record Searchlight,
Ventura County Newspapers) California
Birmingham Post Company (Birmingham Post-Herald) Alabama
Channel 7 of Detroit, Inc., (WXYZ) Michigan
Collier County Publishing Company (The Naples Daily News) Florida
Denver Publishing Company (Rocky Mountain News) Colorado
Evansville Courier Company, Inc., 91.5%-owned Indiana
Force V Corporation (Destin Log) Florida
Independent Publishing Company (Anderson Independent Mail) South Carolina
Knoxville News-Sentinel Company Delaware
Memphis Publishing Company, 91.3%-owned (The Commercial Appeal) Delaware
New Mexico State Tribune Company (The Albuquerque Tribune) New Mexico
Scripps Texas Newspapers L.P. (Corpus Christi Caller-Times, Abilene Reporter-News,
Wichita Falls Times Record News, San Angelo Standard-Times) Delaware
Scripps Howard Broadcasting Company, (WMAR, Baltimore;
WCPO, Cincinnati; WEWS, Cleveland; KSHB, Kansas City;
KNXV, Phoenix; KJRH, Tulsa; WPTV, West Palm Beach,
Home & Garden Television, The Television Food Network, G.P., 64%-owned
Do It Yourself Network) Ohio
Scripps Howard Publishing Co. (Scripps Howard News Service, YP-USA, Ltd, 60%-owned) Delaware
Scripps Ventures, LLC Delaware
Stuart News Company (Stuart News, Jupiter Courier, Vero Beach Press Journal) Florida
Tampa Bay Television, Inc., (WFTS) Delaware
United Feature Syndicate, Inc. (United Media, Newspaper Enterprise Association) New York
</TABLE>
INDEPENDENT AUDITORS' CONSENT EXHIBIT 23
We consent to the incorporation by reference in Registration
Statements Nos. 33-53953, 33-32740, 33-35525, 33-47828, 33-
63398, 33-59701, 333-27621, 333-27623 and 333-40767 of The
E. W. Scripps Company and subsidiary companies on Form S-8
and Registration Statement No. 33-36641 of The E. W. Scripps
Company and subsidiary companies on Form S-3 of our report
dated January 24, 2000, appearing in this Annual Report on
Form 10-K of The E. W. Scripps Company and subsidiary
companies for the year ended December 31, 1999.
DELOITTE & TOUCHE LLP
Cincinnati, Ohio
March 28, 2000
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-END> DEC-31-1999
<CASH> 10,456
<SECURITIES> 0
<RECEIVABLES> 292,095
<ALLOWANCES> 11,266
<INVENTORY> 16,235
<CURRENT-ASSETS> 477,284
<PP&E> 954,197
<DEPRECIATION> 468,601
<TOTAL-ASSETS> 2,520,204
<CURRENT-LIABILITIES> 577,468
<BONDS> 501,847
0
0
<COMMON> 781
<OTHER-SE> 1,163,494
<TOTAL-LIABILITY-AND-EQUITY> 2,520,204
<SALES> 0
<TOTAL-REVENUES> 1,571,292
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 1,263,163
<LOSS-PROVISION> 11,503
<INTEREST-EXPENSE> 45,219
<INCOME-PRETAX> 255,456
<INCOME-TAX> 104,073
<INCOME-CONTINUING> 146,933
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 146,933
<EPS-BASIC> $1.89
<EPS-DILUTED> $1.86
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<RESTATED>
<MULTIPLIER> 1000
<S> <C> <C>
<PERIOD-TYPE> YEAR YEAR
<FISCAL-YEAR-END> DEC-31-1998 DEC-31-1997
<PERIOD-END> DEC-31-1998 DEC-31-1997
<CASH> 15,419 14,416
<SECURITIES> 20,551 3,105
<RECEIVABLES> 234,634 226,633
<ALLOWANCES> 7,689 6,410
<INVENTORY> 15,009 13,685
<CURRENT-ASSETS> 419,589 376,462
<PP&E> 908,218 860,925
<DEPRECIATION> 428,932 380,810
<TOTAL-ASSETS> 2,359,636 2,288,555
<CURRENT-LIABILITIES> 551,229 437,371
<BONDS> 501,877 601,878
0 0
0 0
<COMMON> 785 806
<OTHER-SE> 1,067,947 1,048,156
<TOTAL-LIABILITY-AND-EQUITY> 2,359,636 2,288,555
<SALES> 0 0
<TOTAL-REVENUES> 1,464,628 1,251,319
<CGS> 0 0
<TOTAL-COSTS> 0 0
<OTHER-EXPENSES> 1,179,612 992,365
<LOSS-PROVISION> 8,972 8,130
<INTEREST-EXPENSE> 47,108 18,543
<INCOME-PRETAX> 229,162 280,301
<INCOME-TAX> 93,075 117,510
<INCOME-CONTINUING> 131,214 157,702
<DISCONTINUED> 0 0
<EXTRAORDINARY> 0 0
<CHANGES> 0 0
<NET-INCOME> 131,214 157,702
<EPS-BASIC> $1.65 $1.96
<EPS-DILUTED> $1.62 $1.93
</TABLE>
