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) April 21, 2005
THE E.W. SCRIPPS COMPANY
(Exact name of registrant as specified in its charter)
Ohio | 0-16914 | 31-1223339 | ||
(State or other jurisdiction of incorporation or organization) |
(Commission File Number) | (I.R.S. Employer Identification Number) |
312 Walnut Street Cincinnati, Ohio |
45202 | |
(Address of principal executive offices) | (Zip Code) |
Registrants telephone number, including area code: (513) 977-3000
Not Applicable
(Former name or former address, if changed since last report)
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 (see General Instruction A.2. below):
¨ | 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)) |
THE E.W. SCRIPPS COMPANY
INDEX TO CURRENT REPORT ON FORM 8-K
Item No. |
Page | |||
8.01. | Other Events | 3 | ||
9.01. | Financial Statements and Exhibits | 3 |
2
In the first quarter of 2005, we ceased the allocation of expenses associated with shared facilities and services to each of our national television networks. Quarterly financial information for 2004, restated as if the costs of the shared facilities and services had not been allocated to the individual networks, and a reconciliation of results to previously reported amounts are furnished as Exhibits 99.01 and 99.02 to this report on Form 8-K.
Item 9.01 Financial Statements and Exhibits
(c) | Exhibits |
Exhibit Number |
Description of Item |
Exhibit No. Incorporated | ||
99.01 | Scripps Networks Quarterly Financial Information | |||
99.02 | Reconciliation of Results to Previously Reported Amounts |
3
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
THE E.W. SCRIPPS COMPANY | ||
BY: | /s/ Joseph G. NeCastro | |
Joseph G. NeCastro | ||
Senior Vice President and Chief Financial Officer |
Dated: April 21, 2005
4
SCRIPPS NETWORKS QUARTERLY FINANCIAL INFORMATION | EXHIBIT 99.01 |
Scripps Networks includes our national television networks: Home & Garden Television (HGTV), Food Network, DIY Network (DIY), Fine Living, and Great American Country (GAC). Programming from our networks can be viewed on demand (VOD) on cable television systems in about 84 markets across the United States. Scripps Networks also includes our on-line network, HGTVPro.com, and our 12% interest in FOX Sports Net South, a regional television network. Our networks also operate internationally through licensing agreements and joint ventures with foreign entities.
Direct expenses incurred in the operations of each network primarily include the costs to acquire and deliver programming, network specific marketing and promotion, advertising sales, audience and market research and network management. Our networks also utilize common facilities and certain services are shared by the networks. Shared costs primarily include affiliate sales, computer systems used to schedule advertising and programming and related personnel costs, the costs to operate and lease shared facilities, and accounting, human resource, legal, general corporate management and other support services.
Financial information presented for each of our networks prior to 2005 included the direct costs of operating the network and an allocation of the costs of the shared facilities and services. Beginning in 2005, expenses directly attributable to the operation of a network are charged to that network while the costs of shared facilities and services are not allocated to individual networks. The following tables present quarterly financial information for 2004 as if the costs of the shared costs had not been allocated to the individual networks.
(in thousands) 2004 |
1st Quarter |
2nd Quarter |
3rd Quarter |
4th Quarter |
Total |
|||||||||||||||
HGTV: |
||||||||||||||||||||
Operating revenues |
$ | 85,098 | $ | 101,390 | $ | 88,694 | $ | 101,723 | $ | 376,905 | ||||||||||
Direct segment operating expenses |
34,535 | 38,777 | 39,410 | 38,549 | 151,271 | |||||||||||||||
Direct contribution to segment profit |
$ | 50,563 | $ | 62,613 | $ | 49,284 | $ | 63,174 | $ | 225,634 | ||||||||||
Food Network: |
||||||||||||||||||||
Operating revenues |
$ | 63,142 | $ | 78,311 | $ | 66,614 | $ | 86,890 | $ | 294,957 | ||||||||||
Direct segment operating expenses |
30,287 | 34,763 | 30,266 | 36,260 | 131,576 | |||||||||||||||
Direct contribution to segment profit |
$ | 32,855 | $ | 43,548 | $ | 36,348 | $ | 50,630 | $ | 163,381 | ||||||||||
DIY: |
||||||||||||||||||||
Operating revenues |
$ | 6,792 | $ | 8,182 | $ | 7,775 | $ | 8,755 | $ | 31,504 | ||||||||||
Direct segment operating expenses |
5,777 | 6,472 | 6,847 | 6,472 | 25,568 | |||||||||||||||
Direct contribution to segment profit |
$ | 1,015 | $ | 1,710 | $ | 928 | $ | 2,283 | $ | 5,936 | ||||||||||
Fine Living: |
||||||||||||||||||||
Operating revenues |
$ | 3,688 | $ | 4,837 | $ | 4,286 | $ | 5,142 | $ | 17,953 | ||||||||||
Direct segment operating expenses |
6,241 | 6,645 | 6,757 | 7,943 | 27,586 | |||||||||||||||
Direct contribution to segment profit (loss) |
$ | (2,553 | ) | $ | (1,808 | ) | $ | (2,471 | ) | $ | (2,801 | ) | $ | (9,633 | ) | |||||
Great American Country (1): |
||||||||||||||||||||
Operating revenues |
$ | 1,650 | $ | 1,650 | ||||||||||||||||
Direct segment operating expenses |
1,657 | 1,657 | ||||||||||||||||||
Direct contribution to segment profit (loss) |
$ | (7 | ) | $ | (7 | ) | ||||||||||||||
SHARED EXPENSES |
$ | 18,632 | $ | 19,284 | $ | 20,828 | $ | 20,805 | $ | 79,549 | ||||||||||
(1) | Great American Countrys results reflect activity since the November 17, 2004 acquisition date. |
RECONCILIATION OF RESULTS TO PREVIOUSLY REPORTED AMOUNTS | EXHIBIT 99.02 |
A reconciliation of the preceding contribution to segment profit for each of our national television networks to previously reported amounts is presented below:
(in thousands) 2004 |
1st Quarter |
2nd Quarter |
3rd Quarter |
4th Quarter |
Total |
|||||||||||||||
HGTV: |
||||||||||||||||||||
Direct contribution to segment profit |
$ | 50,563 | $ | 62,613 | $ | 49,284 | $ | 63,174 | $ | 225,634 | ||||||||||
Allocated shared expenses |
(6,821 | ) | (6,693 | ) | (7,522 | ) | (8,047 | ) | (29,083 | ) | ||||||||||
Equity in earnings of joint ventures |
259 | 640 | 441 | 673 | 2,013 | |||||||||||||||
Contribution to segment profit as previously reported |
$ | 44,001 | $ | 56,560 | $ | 42,203 | $ | 55,800 | $ | 198,564 | ||||||||||
Food Network: |
||||||||||||||||||||
Direct contribution to segment profit |
$ | 32,855 | $ | 43,548 | $ | 36,348 | $ | 50,630 | $ | 163,381 | ||||||||||
Allocated shared expenses |
(5,786 | ) | (5,794 | ) | (6,549 | ) | (6,355 | ) | (24,484 | ) | ||||||||||
Equity in earnings of joint ventures |
14 | 247 | 97 | 435 | 793 | |||||||||||||||
Contribution to segment profit as previously reported |
$ | 27,083 | $ | 38,001 | $ | 29,896 | $ | 44,710 | $ | 139,690 | ||||||||||
DIY: |
||||||||||||||||||||
Direct contribution to segment profit |
$ | 1,015 | $ | 1,710 | $ | 928 | $ | 2,283 | $ | 5,936 | ||||||||||
Allocated shared expenses |
(3,426 | ) | (3,523 | ) | (3,535 | ) | (3,411 | ) | (13,895 | ) | ||||||||||
Contribution to segment profit (loss) as previously reported |
$ | (2,411 | ) | $ | (1,813 | ) | $ | (2,607 | ) | $ | (1,128 | ) | $ | (7,959 | ) | |||||
Fine Living: |
||||||||||||||||||||
Direct contribution to segment profit (loss) |
$ | (2,553 | ) | $ | (1,808 | ) | $ | (2,471 | ) | $ | (2,801 | ) | $ | (9,633 | ) | |||||
Allocated shared expenses |
(2,599 | ) | (3,274 | ) | (3,222 | ) | (2,992 | ) | (12,087 | ) | ||||||||||
Equity in earnings (losses) of joint ventures |
(17 | ) | (51 | ) | (68 | ) | ||||||||||||||
Contribution to segment profit (loss) as previously reported |
$ | (5,152 | ) | $ | (5,082 | ) | $ | (5,710 | ) | $ | (5,844 | ) | $ | (21,788 | ) | |||||
Great American Country (1): |
||||||||||||||||||||
Direct contribution to segment profit (loss) |
$ | (7 | ) | $ | (7 | ) | ||||||||||||||
Allocated shared expenses |
||||||||||||||||||||
Contribution to segment profit (loss) as previously reported |
$ | (7 | ) | $ | (7 | ) | ||||||||||||||
(1) | Great American Countrys results reflect activity since the November 17, 2004 acquisition date. |