UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549





FORM 8-K





CURRENT REPORT



PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934



Date of Report (Date of earliest event reported): August 1, 2016







(Exact name of registrant as specified in its charter)





Commission file number: 1-33741









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



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

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

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

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



 

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Item 2.02. Results of Operations and Financial Condition.



On August 2, 2016, A. H. Belo Corporation announced its consolidated financial results for the three months ended June 30, 2016.   A copy of the announcement press release is furnished with this report as Exhibit 99.1.

Item 5.02.  Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.



Effective August 1, 2016, the Board of Directors of A. H. Belo Corporation (the “Company”) approved the termination of the Company’s Pension Transition Supplement Restoration Plan.  Two executive officers, James M. Moroney III, Chairman, President and Chief Executive Officer, and Robert W. Decherd, Vice Chairman of the Board, were the remaining two participants in the Plan, and their account balances, $11,925  and $1,546, respectively, will be distributed to them in accordance with Internal Revenue Code Section 409A.  The A. H. Belo Pension Transition Supplement Plan as initially adopted is filed as Exhibit 10.6 to the Company’s Form 8-K filed February 12, 2008, and the first amendment thereto was filed as Exhibit 10.4 to the Company’s Form 8-K filed April 2, 2009.  The second amendment terminating the A. H. Belo Transition Supplement Restoration Plan is filed as Exhibit 10.1 to this Form 8-K and is incorporated herein by reference.



Item 9.01. Financial Statements and Exhibits.



(d) Exhibits.



10.1 Second Amendment to the A. H. Belo Pension Transition Supplement Plan effective August 1, 2016







 

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SIGNATURE



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







 

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EXHIBIT INDEX



Exhibit 10.1   Second Amendment to the A. H. Belo Pension Transition Supplement Plan effective August 1, 2016



Exhibit No. 99.1 Press Release issued by A. H. Belo Corporation on August 2, 2016







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Exhibit 10.1



SECOND AMENDMENT
TO THE
A. H. BELO
PENSION TRANSITION SUPPLEMENT
 RESTORATION  PLAN



A. H. Belo Corporation, a Delaware corporation, pursuant to authorization of the Board of Directors, adopts the following amendments to the A. H. Belo Pension Transition Supplement Restoration Plan (the “Plan”).

Pursuant to action taken by the Board of Directors, the Plan is terminated effective August 1, 2016.  Upon the termination of the Plan, the balance credited to each Participant’s Account under the Plan shall be distributed in the form of a lump sum payment (a) within 30 days of the date of termination of the Plan provided that the conditions of Treas. Reg. § 1.409-3(j)(4)(v) are met, or (b) if such conditions are not met, in accordance with Treas. Reg. § 1.409-3(j)(4)(ix).

Executed at Dallas, Texas, this 29th day of July, 2016.









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A. H. Belo Corporation Announces Second Quarter 2016

Net Income from Continuing Operations







DALLAS - A. H. Belo Corporation (NYSE: AHC) today reported second quarter 2016 net income attributable to A. H. Belo Corporation (the “Company”) of $0.7 million, or $0.03 per fully diluted share. For the same period in 2015, the Company reported net loss attributable to A. H. Belo Corporation of $(0.6) million, or $(0.03) per share.

In the second quarter of 2016, on a non-GAAP basis, the Company reported operating income excluding certain items (adjusted operating income) of $5.8 million, an increase of $3.1 million, or 112 percent, over the second quarter of 2015.

Jim Moroney, chairman, president and Chief Executive Officer, said, “We were extremely pleased with our second quarter 2016 operating results. The revenue gains attributed to our marketing services segment nearly offset the declines associated with the print publishing segment and in tandem with our ongoing efforts to align expenses with revenues, made this a very successful quarter."







Second Quarter Results from Continuing Operations









Total revenue was $66.6 million in the second quarter of 2016,  a decrease of $0.1 million, essentially flat when compared to the prior year period.

Total digital and marketing services revenue increased 20.9 percent to $12.1 million primarily due to organic growth associated with Speakeasy and DMV. DMV revenue increased $1.7 million, or 90.9 percent, compared to the prior year period. For the second quarter of 2016, total digital and marketing services revenue was 31.8 percent of total advertising and marketing services revenue, reflecting a 570 basis point increase when compared to the 26.1 percent 

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reported in the second quarter of 2015. Total digital advertising and marketing services revenue was approximately 18.1 percent of total revenue, reflecting  a 310 basis point increase when compared to the 15.0 percent reported in the second quarter of 2015. The growth in digital advertising and marketing services revenue mostly offset declines in print advertising revenue.

Revenue from advertising and marketing services, including print and digital revenues, was $38.0 million in the second quarter of 2016, down $0.3 million, essentially flat when compared to the $38.3 million reported in the second quarter of 2015.

Circulation revenue was $19.8 million, a decrease of $1.0 million, or 4.8 percent, primarily due to lower home delivery and single copy volumes, partially offset by an increase in home delivery subscription rates.

Printing, distribution and other revenue increased 15.4 percent to $8.8 million in the second quarter of 2016, primarily due to an increase of $0.8 million resulting from the timing of Savor, hosted by CrowdSource, Dallas’ four-day celebration of food, wine and spirits, which, in 2015, occurred in the first quarter. In 2016, the festival occurred in April.

Total consolidated operating expense in the second quarter was $64.0 million, a decrease of $3.2 million, or 4.8 percent, compared to the prior year period, primarily due to a decrease in newsprint, ink and other supplies of $1.4 million,  a decrease in distribution expenses of $0.5 million and a decrease in employee compensation and benefits of $0.3 million.

The Company’s newsprint expense in the second quarter was $3.4 million, a decrease of 20.5 percent, compared to the prior year period. Newsprint consumption declined 13.8 percent to approximately 6,806 metric tons. Compared to the same period in 2015, newsprint cost per metric ton decreased 2.8 percent and the average purchase price per metric ton for newsprint decreased 1.9 percent.





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Non-GAAP Financial Measures









A reconciliation of operating income (loss) to adjusted operating income is included in the exhibits to this release.

 

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Financial Results Conference Call







A. H. Belo Corporation will conduct a conference call on Tuesday,  August 2, 2016, at 9:00 a.m. CDT to discuss financial results. The conference call will be available via webcast by accessing the Company’s website (www.ahbelo.com/invest) or by dialing 1-800-475-6701 (USA) or 320-365-3844 (International) from 11:00 a.m. CDT on August 2, 2016 until 11:59 p.m. CDT on August 9, 2016.  The access code for the replay is 397086.

 

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About A. H. Belo Corporation







A. H. Belo Corporation (NYSE: AHC) is a leading local news and information publishing company with commercial printing, distribution and direct mail capabilities, as well as expertise in emerging media and digital marketing. With a continued focus on extending the Company’s media platform, A. H. Belo Corporation is able to deliver news and information in innovative ways to a broad spectrum of audiences with diverse interests and lifestyles. For additional information, visit ahbelo.com or email invest@ahbelo.com.



Statements in this communication concerning A. H. Belo Corporation’s business outlook or future economic performance, anticipated profitability, revenues, expenses, dividends, capital expenditures, investments, dispositions, impairments, business initiatives, acquisitions, pension plan contributions and obligations, real estate sales, working capital, future financings and other financial and non-financial items that are not historical facts, are “forward-looking statements” as the term is defined under applicable federal securities laws. Forward-looking statements are subject to risks, uncertainties and other factors that could cause actual results to differ materially from those statements. Such risks, trends and uncertainties are, in most instances, beyond the Company’s control, and include changes in advertising demand and other economic conditions; consumers’ tastes; newsprint prices; program costs; labor relations; technology obsolescence; as well as other risks described in the Company’s Annual Report on Form 10-K and in the Company’s other public disclosures and filings with the Securities and Exchange Commission. Forward-looking statements, which are as of the date of this filing, are not updated to reflect events or circumstances after the date of the statement.



 

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A. H. Belo Corporation and Subsidiaries

Consolidated Statements of Operations







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A. H. Belo Corporation and Subsidiaries

Consolidated Balance Sheets

















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

Reconciliation of Operating Income (Loss) to Adjusted Operating Income









The Company calculates adjusted operating income by adjusting operating income (loss) to exclude depreciation,  amortization, severance expense and pension plan settlement expense (“adjusted operating income”). The Company believes that such expenses and charges are not indicative of normal, ongoing operations and their inclusion in the results makes for more difficult comparisons between years and with peer group companies.



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



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