Buffets Bid For Media General

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Exhibit 5: Paid Print Circulation for Media General and Berkshire Hathaway Newspapers

Average Annual Paid Print Circulation (thousands)


The Tampa Tribune The Buffalo News
All Media General Newspapers (a) (Media General) (Berkshire Hathaway)
Year Daily Sunday Weekly Daily Sunday Daily Sunday

2011 540 757 70 (b) 149 261 146 233


2010 572 762 71 (b) 154 257 163 244
2009 621 796 74 (b) 165 261 172 252
2008 749 888 73 198 269 179 260
2007 797 927 68 209 277 183 266
2006 821 957 67 218 292 187 271
2005 835 980 69 225 303 193 278
2004 843 989 73 226 304 201 291
2003 851 992 72 225 299 220 303
2002 840 984 73 217 293 219 303
2001 843 984 70 219 295 224 308
2000 843 992 70 223 302 230 316

Sources: Media General, Inc. 10-K Reports, various years; Alliance for Audited Media--Newspaper
Audit Reports accessed 12/20/12.
Notes:
(a) Includes data on The Tampa Tribune
(b) Casewriter estimates based on published sources.
Exhibit 6: Media General Management Compensation—Employee Stock Options

Number of Stock Price Expected Expected


Call Options Expiration on the Exercise Historical Dividend Option
Grant Date Granted Date Grant Date Price Volatility Yield Life

1/27/2005 67,500 1/27/2015 $63.18 $63.18 27.0% 1.50% 8.00


1/26/2006 112,400 1/26/2016 $49.66 $49.66 28.0% 1.40% 6.60
1/29/2008 88,300 1/29/2018 $20.30 $20.30 29.0% 2.90% 6.50
1/29/2009 82,798 1/29/2019 $2.16 $2.16 51.1% 2.00% 6.60
1/28/2010 94,100 1/28/2020 $8.90 $8.90 65.0% 1.60% 6.60
1/27/2011 102,100 1/27/2021 $5.20 $5.20 67.0% 2.30% 6.50

Sources: Media General Inc., Annual Reports for 2006, 2008, and 2010; Proxy Statements dated April 27, 2006,
April 24, 2008, and April 26, 2012.
Note: All option terms are stated as of the original grant date.
Risk-Free
Rate

4.10%
4.40%
3.31%
2.30%
3.10%
2.70%

pril 27, 2006,


Exhibit 7 Media General Income Statement: 2007 to 2011 ($ millions)

Fiscal Years Ending December 31


2011 2010 2009 2008 2007

Revenue
Publishing/Newspapers $299.6 $328.4 $357.5 $436.9 $524.8
Broadcasting/TV $278.7 $306.8 $259.0 $322.1 $336.5
Digital Media $38.0 $43.0 $41.1 $38.4 $35.0
Total Revenue $616.3 $678.2 $657.6 $797.4 $896.3
Cost of Goods Sold $419.7 $442.9 $448.6 $562.6 $610.6
Gross Profit $196.6 $235.3 $209.0 $234.8 $285.7

SG&A $106.6 $107.9 $94.0 $111.5 $124.9


Deprec./Amortization $51.6 $53.1 $59.2 $71.5 $73.0
Other Expense $0.0 $0.0 $0.0 $0.0 $0.0
Operating Income (EBIT) $38.4 $74.3 $55.8 $51.8 $87.8

Interest Expense (net) $64.4 $71.1 $41.3 $43.4 $59.6


Other Income/Expense $1.0 $1.0 $1.0 $1.0 $1.1
Unusual Items (loss) (a) ($38.5) ($1.3) ($88.9) ($920.8) ($17.2)
Profit Before Tax ($63.5) $2.9 ($73.4) ($911.4) $12.2

Income Tax (b) $10.7 $25.4 ($28.6) ($288.2) $2.9


Profit After Tax ($74.2) ($22.6) ($44.8) ($623.2) $9.2
Inc/Loss from Discont. Ops. $0.0 $0.0 $9.0 ($8.6) $1.5
Net Income ($74.2) ($22.6) ($35.8) ($631.8) $10.7

Other Items:
Revenue Growth Rate -9.1% 3.1% -17.5% -11.0% n/a
EBITDA Margin 14.6% 18.8% 17.5% 15.5% 17.9%
Operating (EBIT) Margin 6.2% 11.0% 8.5% 6.5% 9.8%
Net Income Margin -12.0% -3.3% -5.4% -79.2% 1.2%
Interest Coverage 0.6 1.0 1.4 1.2 1.5
Capital Expenditures $19.1 $26.5 $18.5 $31.5 $78.1
Dividends Per Share $0.00 $0.00 $0.00 $0.81 $0.92
Num. of Full Time Employees 4,200 4,650 4,700 5,600 6,900

Sources: S&P Capital IQ (accessed 9/20/12) and Media General Annual Reports, various years.
Notes:
(a) The losses included in the Unusual Items are largely due to non-cash impairment charges.
(b) The income tax calculation was affected by the existence of a deferred tax valuation
allowance, a deferred tax liability, and accumulated net operating losses (NOLs).
Exhibit 8 Media General Balance Sheet: 2007 to 2011 (US$ millions)

Year Ending December 31


2011 2010 2009 2008 2007

Assets
Cash & ST Investments $23.1 $31.9 $33.2 $7.1 $14.2
Accounts Receivable $97.0 $102.3 $104.4 $102.2 $133.9
Inventory $5.7 $7.1 $6.6 $12.0 $6.7
Other $21.3 $29.7 $60.8 $51.3 $159.0
Current Assets $147.1 $171.0 $205.1 $172.6 $313.8

Net PPE $374.7 $398.9 $421.2 $453.6 $475.0


Goodwill $324.7 $355.0 $355.0 $421.5 $917.5
Other Intangibles $206.2 $214.4 $220.6 $245.3 $646.7
Other LT Assets $33.4 $40.6 $34.2 $41.3 $118.0
Total Assets $1,086.0 $1,180.0 $1,236.0 $1,334.3 $2,471.1

Liabilities
Accounts Payable $26.6 $30.0 $26.4 $41.4 $32.7
Accrued Expenses $40.8 $40.5 $27.0 $50.6 $52.5
Current Portion of LT Debt $0.0 $6.9 $0.0 $0.0 $0.0
Other Current Liabilities $33.3 $42.4 $45.1 $38.8 $54.9
Current Liabilities $100.7 $119.8 $98.6 $130.7 $140.0

Long-Term Debt
Bank Term Loan (a) $363.1 $369.4 $285.8 $300.0 $300.0
Senior Notes (b) $294.9 $293.9 $0.0 $0.0 $0.0
Revolving Credit Facility $0.0 $0.0 $426.0 $430.0 $597.5
Capitalized Leases $0.2 $0.0 $0.0 $0.0 $0.0
Total LT Debt $658.2 $663.3 $711.8 $730.0 $897.5
Pension Liabilities (c) $223.1 $170.7 $173.0 $251.2 $147.6
Other LT Liabilities $70.2 $62.2 $60.4 $67.1 $373.0
Total Liabilities $1,052.2 $1,016.0 $1,043.8 $1,179.0 $1,558.1

Total Equity $34.0 $163.9 $192.3 $155.2 $913.0


Total Liabilities And Equity $1,086.2 $1,179.9 $1,236.0 $1,334.3 $2,471.1

Other Items:
Total Shares Out (millions) 23.1 23.0 22.8 22.8 22.6
Debt-to-Total Capitalization 95.1% 80.3% 78.7% 82.5% 49.6%
Current Ratio 1.46 1.43 2.08 1.32 2.24

Sources: S&P Capital IQ (accessed 9/20/12), and Media General Annual Reports, various years.
Notes: a) The Bank Term Loan matured in March 2013 and had a rate of ~ 5.00% (= Libor + 4.75%).
b) The Senior Notes had a face value of $300 million, a final maturity in February 2017,
and an interest rate of 11.75%.
c) Includes $132 million for a funded pension plan and $91.1 million for other unfunded
pension and benefits plans.
Exhibit 10 Cash Flow Forecasts for Media General’s Entire Newspaper Division (including The Tampa Tribune)

Actual Results for the Year Ending 12/31 Forecast Results for the Year E
Item 2007A 2008A 2009A 2010A 2011A 2012F 2013F

Newspaper Revenues $524.8 $436.9 $357.5 $328.4 $299.5 $287.1 $282.5


Revenue Growth Rate -16.7% -18.2% -8.1% -8.8% -4.1% -1.6%
Operating Profit (EBIT) $30.2 $40.1 $26.5 $6.3 $14.2 $13.7
Operating Margin 6.9% 11.2% 8.1% 2.1% 4.9% 4.8%

Cash Flow Items:


Deprec./Amortization $27.7 $24.9 $22.8 $22.1 $20.0 $16.0
Capital Expenditures $16.3 $6.2 $5.5 $3.5 $5.0 $5.5
Balance Sheet Item:
Net Working Capital $26.2 $21.8 $17.9 $16.4 $15.0 $14.4 $14.1

Sources: Media General, Inc., Form 8-K, 4/9/12; Gabelli & Company, Inc., Media General Inc. Research Report, 4/12/12; and ca
Note: As of 3/31/12, Gabelli & Company and its affiliates owned 35.2% of Media General's Class A stock.
cast Results for the Year Ending 12/31
2014F 2015F 2016F

$288.1 $293.9 $299.8


2.0% 2.0% 2.0%
$21.3 $28.1 $30.0
7.4% 9.6% 10.0%

$12.0 $9.0 $6.0


$5.9 $6.0 $6.0

$14.4 $14.7 $15.0

ch Report, 4/12/12; and casewriter estimates.


Exhibit 11 Current Market Rates as of May 16, 2012

US Treasury Yields Corporate Bond Yields


(constant maturity) (10-year maturity)
Maturity Yield Credit Rating Yield

1 month 0.00% AAA 2.51%


6 months 0.15% AA 2.66%
1 year 0.20% A 2.86%
3 years 0.40% BBB 3.71%
5 years 0.75% BB 6.26%
10 years 1.76% B 7.01%
30 years 2.90% CCC+ 10.26%

Sources: Federal Reserve Selected Interest Rates (Daily)-H.15; Thomson


Reuters Datastream, and Bloomberg, accessed September 21, 2012.
Exhibit 12 Financial and Trading Data for Firms in the Media Industry

Average
As of Dec. 31, 2011 (book values in millions) Leverage Equity
Company Revenue Assets Debt Equity D/V (a) Beta (b)

Media General $616.2 $1,086.0 $658.0 $34.0 84% 2.29

A.H. Belo Corp. $461.5 $345.1 $0.0 $121.5 0% 1.49


Beasley Broadcast Group $97.7 $255.0 $126.7 $73.6 60% 1.11
Courier Corp. (c) $259.4 $213.0 $21.5 $154.3 11% 1.21
Gannett Co., Inc. $5,240.0 $6,616.5 $1,760.4 $2,327.9 41% 2.11
Journal Comm. Inc. $356.8 $417.7 $41.7 $205.0 31% 2.24
Saga Communications $125.3 $190.3 $69.1 $93.0 52% 1.05

Sources: Value Line, Bloomberg, Google finance, and casewriter estimates.


Notes:
(a) Two-year average Debt/Value ratio; value equals the book value of debt plus the market value of equity.
(b) The equity beta was measured over two years against the S&P 500 Index using daily returns.
(c) Financial data for Courier Corp. is from September 2011.

Company Business Description

A.H. Belo Corp. A newspaper company that owned and operated four daily newspapers and
associated web sites. AH Belo was created in February 2008, when Belo Corp. (a
media conglomerate) spun off its newspaper division into a separate public
company. Belo Corp. retained the television division while A.H. Belo became a
newspaper publishing company.

Beasley Broadcast Group A radio broadcasting company that owned 26 FM and 16 AM stations. The
stations played a diverse range of formats: Hispanic, oldies, rhythmic, country,
news, and sports talk programs.

Courier Corp. A book manufacturing and publishing company. Target markets included
religious, educational textbooks, and specialty trade books.

Gannett Co. The largest U.S. newspaper company. It published 82 dailies (including USA
Today) and 600 community papers in 35 states. It also had both daily and weekly
community newspapers published in the UK.

Journal Comm., Inc. A diversified media company with operations in publishing (48% of revenue) and
broadcasting (52% of revenue). It published an urban newspaper, weekly papers,
and shoppers; and owned 33 radio and 13 TV stations.
Saga Communications A broadcast company engaged in acquiring and operating radio and television
stations. It owned 9 TV stations, 61 FM radio stations, and 30 AM radio stations.
lue of equity.
WACC
Risk Free Rate (30 years treasury) 2.90%
Average Asset beta 1.29
Optimal capital structure 4
Optimal capital structure 33%
Debt Beta 0.20
MEG Equity beta 6.84
Market risk premium 6%
Cost of Equity 44%
Cost of Debt 10.26%
After tax cost of debt 7%
Terminal Growth rate 2.00%
Debt 658.00
Equity 34.00
Debt% 95.1%
Equity% 4.9%
WACC 8.50%

AVERAGE ASSET BETA


Comparable Companies Equity Beta
A.H. Belo Corp. 1.49
Beasley Broadcast Group 1.11
Courier Corp. (c) 1.21
Gannett Co., Inc. 2.11
Journal Comm. Inc. 2.24
Saga Communications 1.05
AVERAGE ASSET BETA
Leverage Ratio Tax rate Beta Asset
0% 35% 1.49
60% 35% 0.80
11% 35% 1.13
41% 35% 1.67
31% 35% 1.86
52% 35% 0.78
Average 1.29
MEG DIVISION VALUATION
2012F 2013F 2014F 2015F 2016F
EBIT 14.20 13.70 21.30 28.10 29.98
Tax 4.97 4.80 7.46 9.84 10.49
NOPAT 9.23 8.91 13.85 18.27 19.49
Add: Depreciation 20.0 16.0 12.0 9.0 6.0
Less: Capital Expenditure 5.0 5.5 5.9 6.0 6.0
Less: Change in NWC -0.6 -0.2 0.3 0.3 0.3
FREE CASH FLOW 24.85 19.64 19.67 20.98 19.19
Terminal Value
TOTAL 28.35 5.28 24.90 26.20 24.80
MEG VALUE $240.18
Agreed price $142.00
Transaction Value $98.18
2017F-Onwards

301.30
301.30
MEG DIVISION VALUATION
2012F 2013F 2014F 2015F 2016F
Revenue (Lower Sales Growth 287.1 282.5 285.33 288.18 291.06
EBIT 14.20 13.70 13.84 13.98 14.12
Tax 4.97 4.80 4.84 4.89 4.94
NOPAT 9.23 8.91 8.99 9.08 9.17
Add: Depreciation 20.0 16.0 12.0 9.0 6.0
Less: Capital Expenditure 5.0 5.5 5.9 6.0 6.0
Less: Change in NWC -0.6 -0.2 0.3 0.3 0.3
FREE CASH FLOW 24.85 19.64 14.81 11.79 8.88
Terminal Value
TOTAL 28.35 5.28 24.90 26.20 24.80
MEG VALUE $123.87
Agreed price $142.00
Transaction Value ($18.13)
2017F-Onwards

111.54
111.54
VALUING WARRANTS WHEN THERE IS
DILUTION

Input Data
Stock Price now (P)
Exercise Price of Option (EX)
Number of periods to Exercise in years (t)
Compounded Risk-Free Interest Rate (rf)
Standard Deviation (annualized s)

Output Data
Present Value of Exercise Price (PV(EX))
s*t^.5
d1
d2
Delta N(d1) Normal Cumulative Density Function
Bank Loan N(d2)*PV(EX)

Value of Call

Number of shares to be issued if warrants exercised immediately


Number of warrants
Price per warrant
Ttoal cost
Share market price
Market value of shares acquired if warrants exercised
Value of warrant to holder

Net present value of the term loan agreement

Initial outlay
Principal payment
Interest payments
Discount rate
No of periods
NPV
1.2
0.01
8
1.76%
44.50%

0.0087
1.2587
4.5449
3.2862
1.0000
0.0087

1.19

4,650,000.00
0.01
$46,500.00
3.14
$14,601,000.00
$14,554,500.00

$ Million (except % figures) Comments


354 Loan given at 11.5%
400
10.50%
2.57% YTM of CCC+ bonds
32 annual period
227.33
Initial Outlay 225 million
NPV 77.89

Quarter Payments received Discount Factor PV


1 10.5 0.99 10.4331
2 10.5 0.99 10.36662
3 10.5 0.98 10.30057
4 10.5 0.97 10.23494
5 10.5 0.97 10.16972
6 10.5 0.96 10.10493
7 10.5 0.96 10.04054
8 10.5 0.95 9.976567
9 10.5 0.94 9.913
10 10.5 0.94 9.849838
11 10.5 0.93 9.787078
12 10.5 0.93 9.724718
13 10.5 0.92 9.662756
14 10.5 0.91 9.601188
15 10.5 0.91 9.540013
16 10.5 0.90 9.479227
17 10.5 0.90 9.418829
18 10.5 0.89 9.358816
19 10.5 0.89 9.299185
20 10.5 0.88 9.239934
21 10.5 0.87 9.18106
22 10.5 0.87 9.122562
23 10.5 0.86 9.064436
24 10.5 0.86 9.006681
25 10.5 0.85 8.949293
26 10.5 0.85 8.892272
27 10.5 0.84 8.835613
28 10.5 0.84 8.779316
29 10.5 0.83 8.723377
30 10.5 0.83 8.667795
31 10.5 0.82 8.612567
32 10.5 0.82 8.557691

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