A. H. Belo intends for the discussion of its financial condition and results of operations that follows to provide information that will assist in understanding its financial statements, the changes in certain key items in those statements from period to period, and the primary factors that accounted for those changes, as well as how certain accounting principles, policies and estimates affect its financial statements. The following information should be read in conjunction with the Company's consolidated financial statements and related notes filed as part of this report. Unless otherwise noted, amounts in Management's Discussion and Analysis reflect continuing operations of the Company, and all dollar amounts are presented in thousands, except share and per share amounts.





                                    OVERVIEW


A. H. Belo, headquartered in Dallas, Texas, is the leading local news and information publishing company in Texas with commercial printing, distribution and direct mail capabilities, as well as a presence in emerging media and digital marketing. While focusing on extending the Company's media platforms, A. H. Belo delivers news and information in innovative ways to a broad range of audiences with diverse interests and lifestyles.

The Company's Publishing segment includes the operations of The Dallas Morning News (www.dallasnews.com), Texas' leading newspaper and winner of nine Pulitzer Prizes, and various niche publications targeting specific audiences. Its newspaper operations also provide commercial printing and distribution services to large national and regional newspapers and other businesses in Texas. The segment includes sales of online automotive classifieds on the cars.com platform. In addition, the Publishing segment includes all corporate expenses.

All other operations are reported within the Company's Marketing Services segment. These operations primarily include DMV Digital Holdings Company ("DMV Holdings") and its subsidiaries Distribion, Inc. ("Distribion"), Vertical Nerve, Inc. ("Vertical Nerve") and CDFX, LLC ("MarketingFX"). The segment also includes targeted display advertising generated by Connect (programmatic advertising).





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                             RESULTS OF OPERATIONS


Consolidated Results of Operations (unaudited)

This section contains discussion and analysis of net operating revenue, expense and other information relevant to an understanding of results of operations for the three months ended March 31, 2019 and 2018. In the first quarter of 2019, the Company determined one of the Company's business units, previously reported in the Publishing segment, is now providing services and products more closely aligned with the Marketing Services segment. Beginning January 1, 2019, this business unit will be reported in the Marketing Services segment. The 2018 financial information by segment was recast for comparative purposes.

This Form 10-Q/A amends the Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on April 29, 2019, (the "original Form 10-Q") to reflect the restatement of the Company's financial statements for the quarter ended March 31, 2019. In connection with the restatement, the Company re-calculated the income tax benefit for the three months ended March 31, 2019. The Company determined using an estimated annual effective tax rate to calculate the income tax benefit for the three months ended March 31, 2019 was appropriate, compared to the discrete year-to-date calculation of income tax expense or benefit used in prior interim periods and in the original Form 10-Q. The Consolidated Statement of Operations was restated to reflect additional tax benefit primarily resulting from using an estimated annual effective tax rate, a reduction in other income, net for additional interest expense related to uncertain tax positions, and the reversal of amortization expense related to the Marketing Services long-lived assets impairment disclosed in the December 31, 2018 Form 10-K/A. See the Notes to the Consolidated Financial Statements,

Note 2 - Restatement of Financial Statements , for additional information.





The table below sets forth the components of A. H. Belo's operating income
(loss) by segment.





                                          Three Months Ended March 31,
                                                    Percentage
                                         2019         Change         2018
                                       (Restated)                   (Recast)
Publishing

Advertising and marketing services $ 18,155 (8.8) % $ 19,917 Circulation

                               17,273        (2.7) %      17,747
Printing, distribution and other           5,275       (11.6) %       5,965
Total Net Operating Revenue               40,703        (6.7) %      43,629

Total Operating Costs and Expense 44,743 (10.4) % 49,931



Operating Loss                       $    (4,040)       35.9  %   $  (6,302)

Marketing Services Advertising and marketing services $ 5,886 1.1 % $ 5,824 Total Net Operating Revenue

                5,886         1.1  %       5,824

Total Operating Costs and Expense 5,774 0.6 % 5,739



Operating Income                     $       112        31.8  %   $      85

Traditionally, the Company's primary revenues are generated from advertising within its core newspapers, niche publications and related websites and from subscription and single copy sales of its printed newspapers. As a result of competitive and economic conditions, the newspaper industry has faced a significant revenue decline over the past decade. Therefore, the Company has sought to diversify its revenues through development and investment in new product offerings, increased circulation rates and leveraging of its existing assets to offer cost efficient commercial printing and distribution services to its local markets. The Company continually evaluates the overall performance of its core products to ensure existing assets are deployed adequately to maximize return.

The Company's advertising revenue from its core newspapers continues to be adversely affected by the shift of advertiser spending to other forms of media and the increased accessibility of free online news content, as well as news content from other sources, which resulted in declines in advertising and paid print circulation volumes and revenue. The most significant decline in advertising revenue has been attributable to print display and classified categories. These categories have declined to 17.6 percent of consolidated revenue thus far in 2019, and further declines are likely in future periods. Decreases in print display and classified categories are indicative of continuing trends by advertisers towards digital platforms, which are widely available from many sources. In the current environment,



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companies are allocating more of their advertising spending towards programmatic channels that provide digital advertising on multiple platforms with enhanced technology for targeted delivery and measurement.

The Company has responded to these challenges by expanding programmatic channels through which it works to meet customer demand for digital advertisement opportunities in display, mobile, video and social media categories. By utilizing advertising exchanges to apply marketing insight, the Company believes it offers greater value to clients through focused targeting of advertising to potential customers. The Company has a meter on its website and continues to build a base of paid digital subscribers.

The Company's expanded digital and marketing services product offerings leverage the Company's existing resources and relationships to offer additional value to existing and new advertising clients. Solutions provided by DMV Holdings include development of mobile websites, search engine marketing and optimization, video, mobile advertising, email marketing, advertising analytics and online reputation management services.

Advertising and marketing services revenue

Advertising and marketing services revenue was 51.6 percent and 52.0 percent of total revenue for the three months ended March 31, 2019 and 2018, respectively.









                                         Three Months Ended March 31,
                                                   Percentage
                                       2019          Change         2018
                                                                   (Recast)
Publishing
Advertising revenue                 $   18,155         (8.8) %   $  19,917
Marketing Services
Digital services                         4,309         (3.6) %       4,468
Other services                           1,577         16.3  %       1,356

Advertising and Marketing Services $ 24,041 (6.6) % $ 25,741






Publishing


Advertising Revenue - The Company has a comprehensive portfolio of print and digital advertising products, which include display, classified, preprint and digital advertising. Display and classified print revenue primarily represents sales of advertising space within the Company's core and niche newspapers. As advertisers continue to diversify marketing budgets to incorporate more and varied avenues of reaching consumers, traditional display and classified advertising continues to decline. Display and classified print revenue decreased $511 in the three months ended March 31, 2019, primarily due to lower classified advertising in all categories.

Preprint revenue primarily reflects preprinted advertisements inserted into the Company's core newspapers and niche publications, or distributed to non-subscribers through the mail. Revenue decreased $1,023 due to a volume decline in preprint newspaper inserts, consistent with the decline in circulation volumes discussed below.

Digital Publishing revenue is primarily comprised of banner and real estate classified advertising on The Dallas Morning News' website dallasnews.com, online employment and obituary classified advertising on third-party websites sold under a print/digital bundle package and sales of online automotive classifieds on the cars.com platform. Revenue decreased $228 primarily due to a lower volume of online advertisements on dallasnews.com.





Marketing Services


Digital services - Digital marketing revenue includes targeted and multi-channel advertising placed on third-party websites, content development, social media management, search optimization, and other consulting. Revenue decreased $159 for the three months ended March 31, 2019, primarily due to the attrition of several accounts.

Other services - Other services revenue increased $221 in the three months ended March 31, 2019, due to an increase in the sale of promotional merchandise by MarketingFX.





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Circulation revenue


Circulation revenue was 37.1 percent and 35.9 percent of total revenue for the three months ended March 31, 2019 and 2018, respectively.







                   Three Months Ended March 31,
                              Percentage
                  2019          Change        2018
Publishing
Circulation   $    17,273         (2.7) %   $ 17,747

Revenue decreased due to home delivery and single copy paid print circulation volume declines of 12.5 percent and 20.2 percent, respectively, for the three months ended March 31, 2019. The volume declines were partially offset by rate increases.

Printing, distribution and other revenue

Printing, distribution and other revenue was 11.3 percent and 12.1 percent of total revenue for the three months ended March 31, 2019 and 2018, respectively.







                                       Three Months Ended March 31,
                                                  Percentage
                                      2019          Change        2018
Publishing

Printing, Distribution and Other $ 5,275 (11.6) % $ 5,965

Revenue decreased in the three months ended March 31, 2019, due to the Company eliminating its brokered printing business in which it provided services direct to small business clients. Additionally, the Company reduced the number of local and national commercial print customers it serves from more than 30 to five.



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Operating Costs and Expense



The table below sets forth the components of the Company's operating costs and
expense.







                                                  Three Months Ended March 31,
                                                           Percentage
                                                2019         Change         2018
                                              (Restated)                   (Recast)
Publishing

Employee compensation and benefits $ 18,062 (15.3) % $ 21,315 Other production, distribution and operating costs

                                  20,046        (4.7) %       21,039
Newsprint, ink and other supplies                 4,318       (16.0) %        5,141
Depreciation                                      2,317        (4.9) %        2,436
Marketing Services
Employee compensation and benefits                3,062        (8.8) %        3,357
Other production, distribution and
operating costs                                   2,138         8.3  %        1,975
Newsprint, ink and other supplies                   429       152.4  %          170
Depreciation                                         69        86.5  %           37
Amortization                                         76       (62.0) %          200
Total Operating Costs and Expense           $    50,517        (9.3) %   $   55,670




Publishing


Employee compensation and benefits - The Company continues to implement measures to optimize its workforce and reduce risk associated with future obligations for employee benefit plans. Employee compensation and benefits decreased $3,253 in the three months ended March 31, 2019, primarily due to headcount reductions of 126.

Other production, distribution and operating costs - Expense decreased $993 in the three months ended March 31, 2019, reflecting savings as the Company continues to manage discretionary spending. Savings were primarily generated by reductions in distribution expense related to delivery of the Company's various publications and products.

Newsprint, ink and other supplies - Expense decreased due to reduced newsprint costs associated with lower circulation volumes and the elimination of brokered printing for small business clients. Newsprint consumption for the three months ended March 31, 2019 and 2018, approximated 3,806 and 4,999 metric tons, respectively.

Depreciation - Expense decreased in the three months ended March 31, 2019, due to a lower depreciable asset base as a higher level of in-service assets are now fully depreciated.





Marketing Services



Employee compensation and benefits - Expense decreased $295 in the three months ended March 31, 2019, primarily due to fewer headcount and a decrease in variable compensation.

Other production, distribution and operating costs - Expense increased $163 in the three months ended March 31, 2019, primarily due to an increase in revenue-related expenses.

Newsprint, ink and other supplies - Expense increased $259 in the three months ended March 31, 2019, primarily due to an increase in promotional material printing costs associated with MarketingFX.

Depreciation - Expense increased in the three months ended March 31, 2019, due to a higher depreciable asset base as additional assets were purchased to support technology investments.

Amortization - Expense is related to developed technology associated with DMV Holdings



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Other



The table below sets forth the other components of the Company's results of
operations.







                          Three Months Ended March 31,
                                     Percentage
                         2019          Change        2018
                        (Restated)
Other income, net    $        829        (6.6) %   $    888

Income tax benefit   $       (964)       26.7  %   $ (1,315)

Other income, net - Other income, net is primarily comprised of net periodic pension and other post-employment benefit of $818 and $930 for the three months ended March 31, 2019 and 2018, respectively. Gain (loss) on disposal of fixed assets, gain (loss) from investments, and interest income (expense) are also included in other income, net.

Income tax benefit - The Company recognized income tax benefit of $964 and $1,315 for the three months ended March 31, 2019 and 2018, respectively. Effective income tax rates were 31.1 percent and 24.7 percent for the three months ended March 31, 2019 and 2018, respectively. The effective income tax rate for the three months ended March 31, 2019, was due to additional losses generated from operations and an increase in the deferred tax asset, offset by the effect of the Texas margin tax.

Legal proceedings - From time to time, the Company is involved in a variety of claims, lawsuits and other disputes arising in the ordinary course of business. Management routinely assesses the likelihood of adverse judgments or outcomes in these matters, as well as the ranges of probable losses to the extent losses are reasonably estimable. Accruals for contingencies are recorded when, in the judgment of management, adverse judgments or outcomes are probable and the financial impact, should an adverse outcome occur, is reasonably estimable. The determination of likely outcomes of litigation matters relates to factors that include, but are not limited to, past experience and other evidence, interpretation of relevant laws or regulations and the specifics and status of each matter. Predicting the outcome of claims and litigation and estimating related costs and financial exposure involves substantial uncertainties that could cause actual results to vary materially from estimates and accruals. In the opinion of management, liabilities, if any, arising from other currently existing claims against the Company would not have a material adverse effect on A. H. Belo's results of operations, liquidity or financial condition.



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Liquidity and Capital Resources

The Company's cash balances as of March 31, 2019 and December 31, 2018, were $50,301 and $55,313, respectively.

The Company intends to hold existing cash for purposes of future investment opportunities, potential return of capital to shareholders and for contingency purposes. Although revenue from Publishing operations is expected to continue to decline in future periods, operating contributions expected from the Company's Marketing Services businesses and other cost cutting measures, are expected to be sufficient to fund operating activities and capital spending of approximately $1,800 over the remainder of the year.

The future payment of dividends is dependent upon available cash after considering future operating and investing requirements and cannot be guaranteed. The Company continued stock repurchases under its prior board-authorized repurchase authority and in the first quarter of 2019, the board authorized an additional 1,500,000 shares for repurchase. Current holdings of treasury stock can be sold on the open market.

The following discusses the changes in cash flows by operating, investing and financing activities.





Operating Cash Flows



Net cash provided by (used for) operating activities for the three months ended months ended March 31, 2019 and 2018, was $(2,766) and $947, respectively. Cash flows from operating activities decreased by $3,713 during the three months ended March 31, 2019, when compared to the prior year period, primarily due to changes in working capital and other operating assets and liabilities.





Investing Cash Flows


Net cash used for investing activities was $180 and $2,307 for the three months ended March 31, 2019 and 2018, respectively, all of which is attributable to capital spending.





Financing Cash Flows



Net cash used for financing activities was $2,066 and $2,325 for the three months ended March 31, 2019 and 2018, respectively. Cash used for financing activities included dividend payments of $1,726 and $1,770 in 2019 and 2018, respectively. Additionally, in 2019, the Company purchased 83,529 shares of its Series A common stock at a cost of $340 under its share repurchase program.





Financing Arrangements



None.



Contractual Obligations


Under the applicable tax and labor laws governing pension plan funding, no contributions to the A. H. Belo Pension Plans are required in 2019.

On March 7, 2019, the Company's board of directors declared an $0.08 per share dividend to shareholders of record as of the close of business on May 17, 2019, which is payable on June 7, 2019.

Additional information related to the Company's contractual obligations is available in Company's Annual Report on Form 10­K/A for the year ended December 31, 2018, filed on March 18, 2020, with the Securities and Exchange Commission ("SEC").



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Critical Accounting Policies and Estimates

Beginning January 1, 2019, the Company adopted Accounting Standards Update ("ASU") 2016-02 - Leases (Topic 842). As a result, the Company implemented changes to the Company's polices related to processes around evaluating and accounting for leases or arrangements that contain a lease. Under the new standard, for substantially all leases an operating lease right-of-use asset and liability is recognized at commencement date based on the present value of lease payments over the lease term.

Except for adoption of the new lease guidance (Topic 842), no material changes were made to the Company's critical accounting policies as set forth in "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations", included in the Company's Annual Report on Form 10-K/A filed with the SEC for the year ended December 31, 2018.





Forward-Looking Statements


Statements in this communication concerning A. H. Belo Corporation's business outlook or future economic performance, revenues, expenses, and other financial and non-financial items that are not historical facts, including statements of the Company's expectations relating to the outcome of its ongoing review of asset impairment and related items and the timing of its anticipated amendment of the second quarter 2019 report, its late third quarter 2019 report and its 2019 Form 10-K with the Securities and Exchange Commission and filing future reports, 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 unanticipated challenges in completing the 2019 audit process or filing the Company's late reports, the impact of the COVID-19 virus outbreak on the Company's financial reporting capabilities and its operations generally and the potential impact of such virus on the Company's customers, distribution partners, advertisers and production facilities and third parties, as well as 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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