FORM 10-Q
(Mark One)
Commission File Number 1-5846
THE LIBERTY
CORPORATION 135 South Main Street, Greenville, SC 29601
Registrant’s telephone number, including area code: 864/241-5400
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
o No þ
Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of
the Exchange Act). Yes þ No o
Indicate the number of shares outstanding of each of the Registrant’s classes of common stock as of
the latest practicable date.
QUARTERLY REPORT PURSUANT TO
SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended
March 31, 2005
or
TRANSITION REPORT PURSUANT TO
SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from
to
South Carolina
57-0507055
(State or other jurisdiction of
(IRS Employer
incorporation or organization)
identification No.)
Number of shares Outstanding
Title of each class
as of March 31, 2005
18,342,051
| PART I, ITEM 1 | ||||||||
| PART I, ITEM 2 | ||||||||
| PART I, ITEM 3 | ||||||||
| PART I, ITEM 4 | ||||||||
| PART II, ITEM 2 | ||||||||
| PART II, ITEM 5 | ||||||||
| PART II, ITEM 6 | ||||||||
| INDEX TO EXHIBITS | ||||||||
| SIGNATURES | ||||||||
| EX-10.1 | ||||||||
| EX-10.2 | ||||||||
| EX-31 | ||||||||
| EX-32 | ||||||||
PART I, ITEM 1
FINANCIAL STATEMENTS
THE LIBERTY CORPORATION AND SUBSIDIARIES
CONSOLIDATED AND CONDENSED BALANCE SHEETS
| March 31, | December 31, | |||||||
| 2005 | 2004 | |||||||
| (In 000’s) | (Unaudited) | |||||||
ASSETS |
||||||||
Current assets: |
||||||||
Cash and cash equivalents |
$ | 96,376 | $ | 16,389 | ||||
Receivables (net of allowance for doubtful accounts) |
36,300 | 41,576 | ||||||
Program rights |
3,346 | 4,766 | ||||||
Prepaid and other current assets |
5,989 | 6,077 | ||||||
Income taxes receivable |
373 | — | ||||||
Deferred income taxes |
2,806 | 2,453 | ||||||
Total current assets |
145,190 | 71,261 | ||||||
Property, plant, and equipment |
||||||||
Land |
5,636 | 5,636 | ||||||
Buildings and improvements |
44,486 | 44,073 | ||||||
Furniture and equipment |
175,054 | 172,993 | ||||||
Less: Accumulated depreciation |
(138,422 | ) | (134,133 | ) | ||||
| 86,754 | 88,569 | |||||||
Intangible assets subject to amortization (net of
$588 and $701 accumulated amortization in 2005 and
2004, respectively) |
406 | 234 | ||||||
FCC licenses |
241,866 | 241,866 | ||||||
Goodwill |
101,387 | 101,387 | ||||||
Investments and other assets |
23,881 | 24,522 | ||||||
Total assets |
$ | 599,484 | $ | 527,839 | ||||
LIABILITIES AND SHAREHOLDERS’ EQUITY |
||||||||
Current liabilities: |
||||||||
Accounts payable and accrued expenses |
$ | 13,521 | $ | 21,396 | ||||
Dividends payable |
76,260 | 4,510 | ||||||
Program contract obligations |
3,263 | 4,791 | ||||||
Accrued income taxes |
— | 3,573 | ||||||
Total current liabilities |
93,044 | 34,270 | ||||||
Unearned revenue |
15,499 | 15,965 | ||||||
Deferred income taxes |
60,246 | 60,187 | ||||||
Other liabilities |
6,789 | 7,097 | ||||||
Revolving credit facility |
112,000 | 20,000 | ||||||
Total liabilities |
287,578 | 137,519 | ||||||
Shareholders’ equity |
||||||||
Common stock |
44,270 | 49,273 | ||||||
Unearned stock compensation |
(16,043 | ) | (17,396 | ) | ||||
Retained earnings |
283,858 | 358,575 | ||||||
Unrealized investment losses |
(179 | ) | (132 | ) | ||||
Total shareholders’ equity |
311,906 | 390,320 | ||||||
Total liabilities and shareholders’ equity |
$ | 599,484 | $ | 527,839 | ||||
See Notes to Consolidated and Condensed Financial Statements.
2
THE LIBERTY CORPORATION AND SUBSIDIARIES
CONSOLIDATED AND CONDENSED STATEMENTS OF OPERATIONS
| Three Months Ended | ||||||||
| March 31, | ||||||||
| 2005 | 2004 | |||||||
| (In 000’s, except per share data) | (Unaudited) | |||||||
REVENUES |
||||||||
Television station revenues (net of commissions) |
$ | 43,526 | $ | 44,600 | ||||
Cable advertising and other revenues (net of commissions) |
2,998 | 3,231 | ||||||
Net revenues |
46,524 | 47,831 | ||||||
EXPENSES |
||||||||
Operating expenses (exclusive of depreciation and
amortization shown separately below) |
31,391 | 30,239 | ||||||
Amortization of program rights |
1,876 | 1,735 | ||||||
Depreciation and amortization of intangibles |
4,743 | 4,492 | ||||||
Corporate, general, and administrative expenses |
4,468 | 3,303 | ||||||
Total operating expenses |
42,478 | 39,769 | ||||||
Operating income |
4,046 | 8,062 | ||||||
Net investment income (loss) |
1,734 | (650 | ) | |||||
Interest expense |
(192 | ) | (20 | ) | ||||
Income before income taxes |
5,588 | 7,392 | ||||||
Provision for income taxes |
2,141 | 2,772 | ||||||
NET INCOME |
$ | 3,447 | $ | 4,620 | ||||
BASIC EARNINGS PER COMMON SHARE: |
$ | 0.19 | $ | 0.25 | ||||
DILUTED EARNINGS PER COMMON SHARE: |
$ | 0.19 | $ | 0.24 | ||||
Dividends per common share |
$ | 0.25 | $ | 0.25 | ||||
Special dividend per common share |
$ | 4.00 | $ | 4.00 | ||||
See Notes to Consolidated and Condensed Financial Statements.
3
THE LIBERTY CORPORATION AND SUBSIDIARIES
CONSOLIDATED AND CONDENSED STATEMENTS OF CASH FLOWS
| Three Months Ended March 31, | ||||||||
| 2005 | 2004 | |||||||
| (In 000’s) | (Unaudited) | |||||||
OPERATING ACTIVITIES |
||||||||
Net income |
$ | 3,447 | $ | 4,620 | ||||
Adjustments to reconcile net income to net cash
provided by (used in) operating activities: |
||||||||
Gain on sale of operating assets |
(28 | ) | (17 | ) | ||||
Realized investment (gains) losses |
(1,635 | ) | 1,143 | |||||
Depreciation |
4,690 | 4,433 | ||||||
Amortization of intangibles |
53 | 59 | ||||||
Provision for bad debts |
420 | 63 | ||||||
Amortization of program rights |
1,876 | 1,735 | ||||||
Cash paid for program rights |
(1,984 | ) | (1,902 | ) | ||||
Provision for (Benefit from) deferred income taxes |
(294 | ) | 2,300 | |||||
Changes in operating assets and liabilities: |
||||||||
Receivables |
4,856 | 6,294 | ||||||
Other assets |
1,012 | (282 | ) | |||||
Accounts payable and accrued expenses |
(6,151 | ) | (4,882 | ) | ||||
Accrued income taxes |
(2,675 | ) | (2,728 | ) | ||||
Unearned revenue |
(466 | ) | (466 | ) | ||||
Other liabilities |
(308 | ) | 301 | |||||
All other operating activities |
(226 | ) | (363 | ) | ||||
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES |
2,587 | 10,308 | ||||||
INVESTING ACTIVITIES |
||||||||
Purchase of property, plant, and equipment |
(2,944 | ) | (3,110 | ) | ||||
Proceeds from sale of property, plant, and equipment |
97 | 41 | ||||||
Investments acquired |
— | (500 | ) | |||||
Investments sold |
2,285 | — | ||||||
Proceeds from sale of investment properties |
— | 1,015 | ||||||
NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES |
(562 | ) | (2,554 | ) | ||||
FINANCING ACTIVITIES |
||||||||
Proceeds from borrowings |
132,000 | 55,000 | ||||||
Principal payments on debt |
(40,000 | ) | — | |||||
Dividends paid |
(6,414 | ) | (5,055 | ) | ||||
Proceeds from the exercise of stock options |
661 | 3,553 | ||||||
Repurchase of common stock |
(8,285 | ) | (18,031 | ) | ||||
NET CASH PROVIDED BY(USED IN) FINANCING ACTIVITIES |
77,962 | 35,467 | ||||||
INCREASE (DECREASE) IN CASH |
79,987 | 43,221 | ||||||
Cash at beginning of period |
16,389 | 62,177 | ||||||
CASH AT END OF PERIOD |
$ | 96,376 | $ | 105,398 | ||||
See Notes to Consolidated and Condensed Financial Statements.
4
THE LIBERTY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED AND CONDENSED FINANCIAL STATEMENTS
March 31, 2005
(Unaudited)
| 1. | BASIS OF PRESENTATION | |||
| The accompanying unaudited consolidated and condensed financial statements of The Liberty Corporation and Subsidiaries have been prepared in accordance with accounting principles generally accepted in the United States for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States for complete financial statements. | ||||
| The information included is not necessarily indicative of the annual results that may be expected for the year ended December 31, 2005, but does reflect all adjustments (which are of a normal and recurring nature) considered, in the opinion of management, necessary for a fair presentation of the results for the interim periods presented. In addition, the Company’s revenues are usually subject to seasonal fluctuations. The advertising revenues of the stations are generally highest in the second and fourth quarters of each year, due in part to increases in consumer advertising in the spring and retail advertising in the period leading up to and including the holiday season. Additionally, advertising revenues in even-numbered years tend to be higher as they benefit from advertising placed by candidates for political offices and demand for advertising time in Olympic broadcasts. | ||||
| The December 31, 2004 financial information was derived from the Company’s previously filed 2004 Form 10-K. For further information, refer to the consolidated financial statements and footnotes thereto included in The Liberty Corporation annual report on Form 10-K for the year ended December 31, 2004. Certain reclassifications have been made in the previously reported financial statements to make the prior year amounts comparable to those of the current year. | ||||
| 2. | COMPREHENSIVE INCOME | |||
| The components of comprehensive income, net of related income taxes, for the three month periods ended March 31, 2005 and 2004, respectively, are as follows: | ||||
| Three Months Ended | ||||||||
| March 31, | ||||||||
| (In 000’s) | 2005 | 2004 | ||||||
Net income |
$ | 3,447 | $ | 4,620 | ||||
Unrealized gains
(losses) on securities |
(47 | ) | (19 | ) | ||||
Comprehensive income |
$ | 3,400 | $ | 4,601 | ||||
5
| 3. | SEGMENT REPORTING | |||
| The Company operates primarily in the television broadcasting and cable advertising businesses. The Company currently owns and operates fifteen television stations, primarily in the Southeast and Midwest. Each of the stations is affiliated with a major network, with eight NBC affiliates, five ABC affiliates, and two CBS affiliates. The Company evaluates segment performance based on income before income taxes, excluding unusual, or non-operating items. | ||||
| The following table summarizes financial information by segment for the three month periods ended March 31, 2005 and 2004: | ||||
| Three Months Ended | ||||||||
| March 31, | ||||||||
| (In 000’s) | 2005 | 2004 | ||||||
Revenues (net of commissions) |
||||||||
Television station |
$ | 43,526 | $ | 44,600 | ||||
Cable advertising |
2,968 | 3,193 | ||||||
Other |
30 | 38 | ||||||
Total net revenues |
$ | 46,524 | $ | 47,831 | ||||
Income (loss) before income taxes |
||||||||
Broadcasting |
$ | 8,784 | $ | 11,577 | ||||
Cable advertising |
44 | 193 | ||||||
Corporate and other |
(3,240 | ) | (4,378 | ) | ||||
Total income before income taxes |
$ | 5,588 | $ | 7,392 | ||||
| There were no material changes in assets by segment from those disclosed in the Company’s 2004 annual report. The goodwill that appears on the face of the balance sheet arose through the acquisition of certain television stations, and therefore has been assigned in its entirety to the Broadcasting segment. | ||||
| 4. | EMPLOYEE BENEFITS | |||
| The Company has a postretirement plan that provides medical and life insurance benefits for qualified retired employees. The postretirement medical plan is generally contributory with retiree contributions adjusted annually to limit employer contributions to predetermined amounts. The postretirement life plan provides free insurance coverage for retirees and is insured with an unaffiliated company. | ||||
| The information presented in this footnote does not reflect the Medicare Prescription Drug Improvement and Modernization Act of 2003 (the “Act”) signed into law December 8, 2003. Specifically, the measures of Net Periodic Postretirement Benefit cost shown do not reflect this Act. Specific authoritative guidance on the accounting treatment of the Act is pending and upon issuance, may require a change in previously reported information. | ||||
6
Net periodic postretirement benefit cost included the following components:
| Three Months Ended | ||||||||
| March 31, | ||||||||
| (In 000’s) | 2005 | 2004 | ||||||
Service cost |
$ | 7 | $ | 6 | ||||
Amortization of prior service cost |
2 | 1 | ||||||
Amortization of actuarial net gain |
3 | 5 | ||||||
Interest cost |
30 | 34 | ||||||
Net periodic postretirement benefit cost |
$ | 42 | $ | 46 | ||||
| 5. | EARNINGS PER SHARE | |||
| The calculation of basic and diluted earnings per common share from continuing operations is as follows: | ||||
| Three Months Ended | ||||||||
| March 31, | ||||||||
| (In 000’s except per share data) | 2005 | 2004 | ||||||
Numerator – Earnings: |
||||||||
Net income |
$ | 3,447 | $ | 4,620 | ||||
Effect of dilutive securities |
— | — | ||||||
Numerator for basic and diluted
earnings per common share |
$ | 3,447 | $ | 4,620 | ||||
Denominator – Average Shares
Outstanding: |
||||||||
Denominator for basic earnings per
common share – weighted average shares |
18,041 | 18,739 | ||||||
Effect of dilutive securities: |
||||||||
Stock options |
90 | 171 | ||||||
Denominator for diluted earnings
per common share |
18,131 | 18,910 | ||||||
Basic earnings per common share |
$ | 0.19 | $ | 0.25 | ||||
Diluted earnings per common share |
$ | 0.19 | $ | 0.24 | ||||
The diluted earnings per common share calculation excludes the effect of potentially dilutive shares when the inclusion of those shares in the calculation would have an anti-dilutive effect. For the period ended March 31, 2005 and 2004, the Company had approximately 51,000 and 28,000 weighted average options which were not included in the diluted earnings per common share calculation as their effect was anti-dilutive.
7
| 6. | EQUITY COMPENSATION | |||
| In accordance with the provisions of Statement of Financial Accounting Standards (“SFAS”) No. 123, “Accounting for Stock-Based Compensation”, the Company has elected to follow Accounting Principles Board Opinion No. 25, “Accounting for Stock Issued to Employees” (“APB No. 25”) and related interpretations in accounting for its equity compensation plans and does not recognize compensation expense for its stock-based compensation plans other than for awards of restricted shares. Expense is recognized over the vesting period of the restricted shares. | ||||
| Under APB No. 25, because the exercise price of the Company’s employee stock options at least equals the market price of the underlying stock on the date of the grant, no compensation expense is recognized. Pro forma information regarding net income and earnings per share is required by SFAS No. 123, and has been determined as if the Company had accounted for its employee stock options under the Black-Scholes fair value method described in that statement. | ||||
| The Black-Scholes option valuation model was developed for use in estimating the fair value of traded options that have no vesting restrictions and are fully transferable. In addition, option valuation models require the input of highly subjective assumptions including the expected stock price volatility. The Company’s employee stock options have characteristics significantly different from those of traded options, and changes in the subjective input assumptions can materially affect the fair value estimate. | ||||
| For purposes of pro forma disclosures, the estimated fair value of the options is amortized to expense over the options’ vesting periods. The Company’s pro forma information is as follows: | ||||
| For the Three Months | ||||||||
| Ended March 31, | ||||||||
| (In 000’s, except per share amounts) | 2005 | 2004 | ||||||
Stock-based compensation cost included in
net income (net of taxes) |
$ | 835 | $ | 234 | ||||
Net income: |
||||||||
As reported |
$ | 3,447 | $ | 4,620 | ||||
Pro forma compensation expense (net of
taxes) |
(197 | ) | (202 | ) | ||||
Pro forma net income |
$ | 3,250 | $ | 4,418 | ||||
Basic earnings per share: |
||||||||
As reported |
$ | 0.19 | $ | 0.25 | ||||
Pro forma |
0.18 | 0.24 | ||||||
Diluted earnings per share: |
||||||||
As reported |
$ | 0.19 | $ | 0.24 | ||||
Pro forma |
0.18 | 0.23 | ||||||
8
| 7. | COMMON STOCK | |||
| The following table summarizes the Common Stock activity from the date of the Company’s most recently audited annual financial statements to the end of the period covered by this report: | ||||
| Common | ||||||||
| Shares | Common | |||||||
| (In 000’s) | Outstanding | Stock | ||||||
Balance as of 12/31/04 |
18,469 | $ | 49,273 | |||||
Stock issued for
employee benefit and
performance incentive
compensation programs |
60 | 2,384 | ||||||
Income tax benefit
resulting from employee
exercise of options |
898 | |||||||
Stock repurchased |
(187 | ) | (8,285 | ) | ||||
Balance as of 3/31/05 |
18,342 | $ | 44,270 | |||||
| During the first quarter of 2005, the Company funded the accrued 2004 discretionary contribution to its employee retirement and savings plan. Half of this funding, approximately $1.7 million, was in the form of approximately 40,000 shares of Liberty common stock. | ||||
| 8. | CREDIT FACILITY | |||
| In March 2001, the Company entered into a $100 million unsecured 364-day revolving credit facility with a bank. The Company renewed the facility on substantially similar terms in each of the years 2002, 2003, 2004, and during the first quarter of 2005. At the end of the term of the facility, any outstanding principal and interest will come due, unless the bank, in its sole discretion, otherwise extends the facility. The facility provides that the funds drawn may be used for working capital, dividends, and other general corporate purposes, capital expenditures, purchases of common stock, acquisitions, and investments. The Company had $112 million and $20 million of debt outstanding at March 31, 2005 and December 31, 2004, respectively. As of March 31, 2005 the weighted average interest rate on outstanding borrowings was 3.82%. | ||||
| The revolving credit facility has both an interest coverage and a leverage coverage covenant. These covenants, which involve debt levels, interest expense, EBIT, and EBITDA (measures of cash earnings defined in the revolving credit agreement), can affect the interest rate on current and future borrowings. The Company has remained in compliance with all covenants throughout the period covered by this report. | ||||
| During the first quarter of 2005, the Company amended the credit agreement to, among other things, extend the term of the facility through May 17, 2006 and increase the aggregate facility commitment from $100 million to $150 million. The amended credit facility restricts payments for dividends and purchases of common stock to no more than $180 million during the period January 1, 2005 through December 31, 2005, and for periods after January 1, 2006 to $100 million plus fifty percent of cumulative net income of the Company for all fiscal periods beginning January 1, 2005. | ||||
9
| 9. | PROVISION FOR INCOME TAXES | |||
| It is the Company’s policy to establish reserves for income taxes that may become payable in future years as a result of an examination by tax authorities. The Company establishes the reserves based upon management’s assessment of exposures related to the recognition of revenue or the deductions in its tax returns. The reserves are analyzed periodically, and adjustments are made as events occur to warrant adjustment to the reserve. For example, if the statutory period for assessing tax on a given tax return or period lapses, the reserve associated with that period may be adjusted. In addition, the adjustment to the reserve may reflect additional exposure based on current calculations. To the extent the Company were to prevail in matters for which accruals have been established, statutory periods for assessing taxes lapse, or it be required to pay amounts in excess of reserves, the Company’s effective tax rate in a given financial statement period could be materially affected. | ||||
| 10. | COMMITMENTS AND CONTINGENCIES | |||
| In November of 2000, the Company sold its insurance operations to a third party. Under the purchase agreement, subject to certain limitations, the Company agreed to indemnify the buyer for damages (as defined in the purchase agreement) relating to certain tax matters, pre-existing litigation and regulatory proceedings. The indemnification relating to the tax matters is in effect until the expiration of the relevant statutes of limitation. The indemnifications relating to the other matters are in effect until the final resolution of such matters. The Company believes that the likelihood of it being required to make payments as a result of any of these indemnifications is remote, and therefore has no liability recorded related to these indemnifications. The limit of amounts recoverable by the acquirer will not exceed one-half the purchase price, or approximately $324 million. | ||||
| 11. | NEW ACCOUNTING PRONOUNCEMENTS | |||
| On December 16, 2004, the Financial Accounting Standards Board issued Statement No. 123 (Revised 2004), Share-Based Payment (“Statement No. 123(R)”), which is a revision of FASB Statement No. 123, Accounting for Stock-Based Compensation. Statement 123(R) supersedes APB Opinion No. 25, Accounting for Stock Issued to Employees, and amends FASB Statement No. 95, Statement of Cash Flows. On April 14, 2005 the Securities and Exchange Commission announced the adoption of a rule that amends the compliance dates for Statement 123(R). The new rule allows companies to implement Statement 123 (R) at the beginning of their next fiscal year that begins after June 15, 2005, which for the Company is the first quarter of 2006. Early adoption is permitted. | ||||
| Generally, the approach in Statement 123(R) is similar to the approach described in Statement 123. However, Statement 123(R) requires all share-based payments to employees, including grants of employee stock options, to be recognized in the income statement based on their fair values. Pro forma disclosure is no longer an alternative. | ||||
| Statement 123(R) permits public companies to adopt its requirements using one of two methods: | ||||
| 1. | A “modified prospective” method in which compensation cost is recognized beginning with the effective date (a) based on the requirements of Statement 123(R) for all share-based payments granted after the effective date and (b) based on the requirements of |
10
| Statement 123 for all awards granted to employees prior to the effective date of Statement 123(R) that remain unvested on the effective date. | ||||
| 2. | A “modified retrospective” method which includes the requirements of the modified prospective method described above, but also permits entities to restate based on the amounts previously recognized under Statement 123 for purposes of pro forma disclosures either (a) all prior periods presented or (b) prior interim periods of the year of adoption. | |||
The Company plans to adopt Statement 123(R) using the modified prospective method.
As permitted by Statement 123, the Company currently accounts for share-based payments to employees using APB Opinion 25’s intrinsic value method and, as such, generally recognizes no compensation cost for employee stock options. The Company has not granted stock options to its employees since June of 2002. While authorized under its incentive compensation program to grant stock options, at this time the Company does not intend to make future stock option grants. Therefore, the Company anticipates that the effect of Statement 123(R) will be limited to expensing the remaining value of it’s previously granted but unvested options. The Company believes that it will adopt 123(R) in the first quarter of 2006, and the estimated effect of Statement 123(R) on net income will be approximately $230,000, and $20,000 in the years 2006 and 2007 respectively.
11
PART I, ITEM 2
MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(Unaudited)
The Liberty Corporation is a holding company with operations primarily in the television broadcasting industry. The Company’s television broadcasting subsidiary, Cosmos Broadcasting, consists of fifteen network-affiliated stations located in the Southeast and Midwest, along with other ancillary businesses. Eight of the Company’s television stations are affiliated with NBC, five with ABC, and two with CBS.
SEASONALITY OF TELEVISION REVENUES
The Company’s revenues are usually subject to seasonal fluctuations. The advertising revenues of the stations are generally highest in the second and fourth quarters of each year, due in part to increases in consumer advertising in the spring and retail advertising in the period leading up to and including the holiday season. Additionally, advertising revenues in even-numbered years tend to be higher as they benefit from advertising placed by candidates for political offices and demand for advertising time in Olympic broadcasts.
RESULTS OF OPERATIONS
Three Months Ended March 31, 2005 Compared to Three Months Ended March 31, 2004
Total net revenue decreased $1.3 million on a year-over-year basis. Station net revenue decreased $1.1 million for the same period. Cable and other net revenue decreased $0.2 million as compared to the prior year quarter. Net revenue decreased on a year-over-year basis due mainly to lower levels of political revenue. The year 2005 is an off-cycle election year, and as such, is expected to have lower levels of political revenue when compared to 2004 which was a presidential election year.
Local revenue was up $0.8 million as softness in the automotive and restaurant categories was offset by increases in the professional services, medical, and retail telemarketing categories. National revenue was down $0.8 million, on a year-over-year basis due mainly to softness in the telecommunications category. Political revenue for the first quarter of 2005 was $0.4 million as compared to $2.6 million in the first quarter of 2004. This is consistent with the Company’s historical experience that advertising revenues in even-numbered years tend to be higher than in odd-numbered years due to advertising placed by or on behalf of candidates running for political offices. The Company expects the cyclicality of political advertising revenues to continue to affect its revenues in future periods. The Company does not, however, know whether the variability in spending by the entities comprising the other categories tracked by the Company will continue at similar rates in future periods.
Operating expenses (including amortization of program rights) increased $1.3 million Operating expenses increased due mainly to planned annual increases in employee compensation, higher commissions paid to the Company’s sales staff as a result of increased local revenues, amortization expense related to restricted stock grants made during 2004, and increases in medical insurance costs. While the Company would expect continued increases in employee compensation related to annual increases in base pay and similar increases in medical insurance costs in future periods, higher levels of commissions paid to the Company’s sales staff will be dependent upon the realization of increased revenues.
12
Corporate expenses were $4.5 million in the first quarter of 2005, an increase of $1.2 million as compared to the $3.3 million reported for the first quarter of 2004. The increase in corporate expenses is due mainly to planned annual increases in employee compensation, amortization expense related to restricted stock grants made during 2004, increased legal fees, and additional accounting and professional fees related to Sarbanes-Oxley Section 404 compliance initiatives. The Company expects continued increases in employee base compensation of similar amounts in future periods. The Company expects decreased expenses related to its Sarbanes-Oxley Section 404 compliance initiatives after the first quarter of 2005.
Net investment income was $1.7 million for the first quarter of 2005, as a result of a gain from the liquidation of an investment in the Company’s venture capital portfolio.
Capital, Financing and Liquidity
At March 31, 2005, the Company had cash of $96.4 million, outstanding debt of $112.0 million, and $38.0 million available under its credit facility. During the first quarter of 2005, the Company declared a special dividend of $4.00 per share, approximately $73.5 million, in addition to its normal recurring quarterly dividend of $0.25 per share. The special dividend was paid during the second quarter of 2005 using a significant portion of the Company’s then available cash balance. The Company borrowed $80.0 million under its credit facility to assist in funding the special and regular dividends.
The revolving credit facility has both an interest coverage and a leverage coverage covenant. These covenants, which involve debt levels, interest expense, EBIT, and EBITDA (measures of cash earnings defined in the revolving credit agreement), can affect the interest rate on current and future borrowings. The Company was in compliance with all covenants throughout the period covered by this report.
During the first quarter of 2005, the Company amended the credit facility to, among other things, extend the term of the facility through May 17, 2006 and increase the aggregate facility commitment from $100 million to $150 million. The amended credit facility restricts payments for dividends and purchases of common stock to no more than $180 million during the period January 1, 2005 through December 31, 2005, and for periods after January 1, 2006 to $100 million plus fifty percent of cumulative net income of the Company for all fiscal periods beginning January 1, 2005.
The Company anticipates that its primary sources of cash, those being current cash balances, operating cash flow, and the available credit facility will be sufficient to finance the Company’s operating requirements and anticipated capital expenditures, for both the next 12 months and the foreseeable future thereafter.
Cash Flows
The Company’s net cash provided by operating activities was $2.6 million for the first three months of 2005 compared to $10.3 million for the same period of the prior year. The Company’s net cash used in investing activities was $0.6 million for the first three months of 2005, as compared to $2.6 million for the same period of 2004. The decrease in net cash used in investing activities is attributable to the cash realized on the sale of investments in the Company’s venture capital portfolio during 2005 that was not present during 2004. Net cash provided by financing activities for the first three months of 2005 was $78.0 million compared to $35.5 million for the first three months of 2004. During 2005, the Company had net borrowings of $92.0 million under its credit facility, compared to $55.0 million during 2004. As noted above, the Company drew down the funds in anticipation of funding the special dividend.
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Forward Looking Information
The Private Securities Litigation Reform Act of 1995 provides a “safe harbor” for forward-looking statements. Certain information contained herein or in any other written or oral statements made by, or on behalf of the Company, is or may be viewed as forward-looking. The words “expect,” “believe,” “anticipate” or similar expressions identify forward-looking statements. Although the Company has used appropriate care in developing any such forward-looking information, forward-looking information involves risks and uncertainties that could significantly impact actual results. These risks and uncertainties include, but are not limited to, the following: changes in national and local markets for television advertising; changes in general economic conditions, including the performance of financial markets and interest rates; competitive, regulatory, or tax changes that affect the cost of or demand for the Company’s products; and adverse litigation results. The Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future developments, or otherwise.
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PART I, ITEM 3
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
There have been no material changes in the information, as disclosed in Part II, Item 7A of the Company’s most recent annual report on Form 10-K, that would be provided under Item 305 of Regulation S-K from the end of the preceding fiscal year to the date of this report.
PART I, ITEM 4
CONTROLS AND PROCEDURES
The Company carried out an evaluation, under the supervision and with the participation of the Company’s management, including the Company’s Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures pursuant to Exchange Act Rule 13a-15. Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that, as of the end of the period covered by this report, the Company’s disclosure controls and procedures are effective to ensure that information required to be disclosed in the Company’s reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and are also effective to ensure that information required to be disclosed in the Company’s reports filed or submitted under the Exchange Act is accumulated and communicated to the Company’s management, including the principal executive and principal financial officers, to allow timely decisions regarding required disclosure.
During the most recent fiscal quarter, there has been no change in the Company’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.
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PART II, ITEM 2.
UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
| Total | Total Number of | Maximum Number | ||||||||||||||||||||
| Number of | Shares (or Units) | of Shares that May | ||||||||||||||||||||
| Shares (or | Average Price | Purchased as Part of | Yet Be Purchased | |||||||||||||||||||
| Units) | Paid per Share | Publicly Announced | Under the Plans or | |||||||||||||||||||
| Period | Purchased | (or Unit) | Plans or Programs | Programs | ||||||||||||||||||
January 1 –31, 2005 |
— | $ | — | — | 3,024,700 | |||||||||||||||||
February 1 – 28, 2005 |
2,038 | $ | 44.26 | — | 4,000,000 | |||||||||||||||||
March 1 – 31, 2005 |
184,600 | $ | 44.39 | 184,600 | 3,815,400 | |||||||||||||||||
Total |
186,638 | $ | 44.39 | 184,600 | 3,815,400 | |||||||||||||||||
During the quarter the Company acquired 2,038 shares as satisfaction of withholding tax obligations for restricted stock that vested during the period, in accordance with provisions of the Company’s Performance Incentive Compensation plan.
On February 8, 2005 Liberty’s Board of Directors extended to February 28, 2006 the Company’s authorization to purchase from time to time up to 4,000,000 shares of stock in the open market or directly negotiated transactions.
PART II, ITEM 5.
OTHER INFORMATION
The Compensation Committee of the Board of Directors established performance bonus standards for The Liberty Corporation Management Bonus Plan for the year 2005. A description of the arrangement is included as exhibit 10.1
PART II, ITEM 6.
EXHIBITS
INDEX TO EXHIBITS
EXHIBIT 10.1
|
Description of The Liberty Corporation Management Bonus Plan | |
EXHIBIT 10.2
|
Form of Restricted Stock Agreement | |
EXHIBIT 11
|
Consolidated Earnings Per Share Computation (included in Note 5 of Notes to Consolidated and Condensed Financial Statements) | |
EXHIBIT 31
|
Rule 13a-14(a)/15d-14(a) Certifications | |
EXHIBIT 32
|
Section 1350 Certifications |
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
THE
LIBERTY CORPORATION |
Date: May 3, 2005 | |||
(Registrant) |
||||
/s/ Howard L. Schrott |
||||
Howard L. Schrott |
||||
Chief Financial Officer |
||||
/s/ Martha G. Williams |
||||
Martha G. Williams |
||||
Vice President, General Counsel and Secretary |
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