10-Q 1 d10q.htm FORM 10-Q Form 10-Q
Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 


 

FORM 10-Q

 


 

(Mark One)

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended: June 26, 2005

 

OR

 

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from              to             

 

Commission file number 1-7553

 


 

Knight-Ridder, Inc.

(Exact name of registrant as specified in its charter)

 


 

Florida   38-0723657

(State or other jurisdiction of

incorporation or organization)

 

(I.R.S. Employer

Identification No.)

 

50 West San Fernando Street

Suite 1500

San Jose, California

  95113
(Address of principal executive offices)   (Zip Code)

 

Registrant’s telephone number, including area code: (408) 938-7700

 


 

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  x    No  ¨

 

Indicate by check mark whether the registrant is an accelerated filer (as defined in Exchange Act Rule 12b-2).    Yes  x    No  ¨

 

The registrant had 73,664,308 shares of common stock (par value $0.02 1/12 per share), net of treasury stock, issued and outstanding as of July 22, 2005.

 



Table of Contents

Knight Ridder

Table of Contents for Form 10-Q

 

        

Page


Forward-Looking Statements    3
PART I - FINANCIAL INFORMATION     
Item 1.   Financial Statements     
    Consolidated Balance Sheet as of June 26, 2005 (unaudited) and December 26, 2004    4
    Consolidated Statement of Income (unaudited) for the quarter and two quarters ended June 26, 2005 and June 27, 2004    5
    Consolidated Statement of Cash Flows (unaudited) for the two quarters ended June 26, 2005 and June 27, 2004    6
    Notes to Consolidated Financial Statements (unaudited)    7
Item 2.   Management’s Discussion and Analysis of Financial Condition and Results of Operations    12
Item 3.   Quantitative and Qualitative Disclosures About Market Risk    21
Item 4.   Controls and Procedures    21
PART II - OTHER INFORMATION     
Item 1.   Legal Proceedings    22
Item 2.   Unregistered Sales of Equity Securities and Use of Proceeds    22
Item 4.   Submission of Matters to a Vote of Security Holders    22
Item 6.   Exhibits    23
Signature    24
Exhibit Index    25

 

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Forward-Looking Statements

 

In addition to historical information, this Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act. In particular, these include statements related to future actions, future performance or results of current and anticipated initiatives and the outcome of contingencies and other uncertainties. We try, whenever possible, to identify such statements by using the words such as “anticipate,” “believe,” “estimate,” “expect,” “plan,” “project” and similar expressions. These forward-looking statements are subject to certain risks and uncertainties that could cause actual results and events to differ materially from those anticipated.

 

Potential risks and uncertainties that could adversely affect our ability to obtain these results include, without limitation, the following factors: (a) increased consolidation among major retailers or other events that may adversely affect business operations of major customers and depress the level of local and national advertising; (b) an economic downturn in some or all of our principal newspaper markets that may lead to decreased circulation or decreased local or national advertising; (c) a decline in general newspaper readership patterns as a result of competitive alternative media or other factors; (d) an increase in newsprint costs over the levels anticipated; (e) labor disputes or shortages that may cause revenue declines or increased labor costs; (f) increases in energy costs; (g) our ability to attract and retain qualified employees, including senior management; (h) increases in health and welfare, pension and postretirement costs; (i) increases in business insurance costs; (j) a decline in the value of companies that we invest in that must be recorded as a charge to earnings; (k) acquisitions of new businesses or dispositions of existing businesses; (l) increases in interest or financing costs or availability of credit; (m) rapid technological changes and frequent new product introductions prevalent in electronic publishing, including the evolution of the Internet; and, (n) acts of war, terrorism, natural disaster or other events that may adversely affect our operations or the operations of our key suppliers. For a further discussion of risks that may affect our business, see “Business – Rick Factors” in our Annual Report on Form 10-K for the year ended December 26, 2004 and information contained in other reports that we file from time to time with the Securities and Exchange Commission.

 

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KNIGHT RIDDER

CONSOLIDATED BALANCE SHEET

(In thousands, except share data)

 

    

(unaudited)

June 26, 2005


    December 26, 2004

 

ASSETS

                

Current Assets

                

Cash

   $ 38,854     $ 24,483  

Accounts receivable, net of allowances of $24,507 in 2005 and $23,987 in 2004

     380,126       410,303  

Inventories

     51,221       48,027  

Prepaids

     34,174       34,662  

Deferred income taxes

     15,265       16,116  

Other current assets

     15,351       16,204  
    


 


Total Current Assets

     534,991       549,795  
    


 


Investments and Other Assets

                

Equity in unconsolidated companies and joint ventures

     353,884       343,471  

Pension asset

     123,946       137,614  

Fair value of interest rate swap agreements

     29,751       34,224  

Other

     66,232       71,423  
    


 


Total Investments and Other Assets

     573,813       586,732  
    


 


Property, Plant and Equipment

                

Land and improvements

     79,570       79,261  

Buildings and leasehold improvements

     497,864       493,256  

Equipment

     1,292,039       1,281,463  

Construction and equipment installations in progress

     195,229       173,295  
    


 


       2,064,702       2,027,275  

Less accumulated depreciation and amortization

     (1,112,636 )     (1,080,129 )
    


 


Property, Plant and Equipment, net

     952,066       947,146  
    


 


Goodwill and Other Identified Intangible Assets

                

Goodwill

     1,824,826       1,799,061  

Newspaper mastheads

     292,681       288,296  

Other, net of accumulated amortization of $60,319 in 2005 and $56,703 in 2004

     48,685       51,248  
    


 


Total Goodwill and Other Identified Intangible Assets, net

     2,166,192       2,138,605  
    


 


Total Assets

   $ 4,227,062     $ 4,222,278  
    


 


LIABILITIES AND SHAREHOLDERS’ EQUITY

                

Current Liabilities

                

Accounts payable

   $ 94,296     $ 164,359  

Accrued expenses and other liabilities

     109,290       104,662  

Accrued compensation and withholdings

     79,169       95,090  

Deferred circulation revenue

     90,519       84,826  

Income taxes payable

     36,024       30,869  
    


 


Total Current Liabilities

     409,298       479,806  
    


 


Noncurrent Liabilities

                

Long-term debt

     1,693,196       1,497,907  

Fair value of interest rate swap agreements

     29,751       34,224  

Deferred income taxes

     248,272       267,477  

Postretirement benefits other than pensions

     107,656       113,119  

Employment benefits

     270,983       269,026  

Other noncurrent liabilities

     101,304       111,988  
    


 


Total Noncurrent Liabilities

     2,451,162       2,293,741  
    


 


Minority Interest in Consolidated Subsidiaries

     2,022       1,575  
    


 


Commitments and Contingencies

     —         —    

Shareholders’ Equity

                

Common stock, $.02 1/12 par value; shares authorized - 250,000,000; shares issued - 73,769,000 shares in 2005 and 76,276,000 shares in 2004

     1,537       1,589  

Additional paid in capital

     1,081,257       1,093,486  

Retained earnings

     419,408       489,254  

Accumulated other comprehensive loss

     (136,662 )     (136,060 )

Treasury stock, at cost, 17,000 shares in 2005 and 20,000 shares in 2004

     (960 )     (1,113 )
    


 


Total Shareholders’ Equity

     1,364,580       1,447,156  
    


 


Total Liabilities and Shareholders’ Equity

   $ 4,227,062     $ 4,222,278  
    


 


 

See “Notes to Consolidated Financial Statements.”

 

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KNIGHT RIDDER

CONSOLIDATED STATEMENT OF INCOME

(Unaudited - in thousands, except per share data)

 

     Quarter Ended

    Two Quarters Ended

 
     June 26,
2005


    June 27,
2004


    June 26,
2005


    June 27,
2004


 

OPERATING REVENUE

                                

Advertising

                                

Retail

   $ 273,622     $ 267,751     $ 522,795     $ 509,518  

National

     93,932       97,613       189,872       191,735  

Classified

     236,645       226,349       457,668       438,338  
    


 


 


 


Total

     604,199       591,713       1,170,335       1,139,591  

Circulation

     132,316       136,406       266,564       275,615  

Other

     24,995       32,097       49,339       57,281  
    


 


 


 


Total Operating Revenue

     761,510       760,216       1,486,238       1,472,487  
    


 


 


 


OPERATING COSTS

                                

Labor and employee benefits

     302,218       301,071       612,998       607,030  

Newsprint, ink and supplements

     105,067       98,911       202,539       193,799  

Other operating costs

     187,068       179,085       368,877       353,072  

Depreciation and amortization

     23,811       26,140       47,608       52,517  
    


 


 


 


Total Operating Costs

     618,164       605,207       1,232,022       1,206,418  
    


 


 


 


OPERATING INCOME

     143,346       155,009       254,216       266,069  
    


 


 


 


OTHER EXPENSE

                                

Interest expense, net of interest income

     (22,833 )     (13,244 )     (41,678 )     (27,387 )

Interest expense capitalized

     1,836       1,142       3,515       2,116  
    


 


 


 


Interest expense, net

     (20,997 )     (12,102 )     (38,163 )     (25,271 )

Equity in losses, net of earnings, of unconsolidated companies and joint ventures

     (3,567 )     (7,006 )     (12,699 )     (15,073 )

Minority interest in earnings of consolidated

     (2,311 )     (2,572 )     (4,021 )     (4,484 )

subsidiaries

                                

Other, net

     (84 )     (528 )     548       (767 )
    


 


 


 


Total Other Expense

     (26,959 )     (22,208 )     (54,335 )     (45,595 )
    


 


 


 


Income before income taxes

     116,387       132,801       199,881       220,474  

Income taxes

     41,992       46,539       64,986       78,274  
    


 


 


 


Net Income

   $ 74,395     $ 86,262     $ 134,895     $ 142,200  
    


 


 


 


NET INCOME PER SHARE

                                

Basic

   $ 1.00     $ 1.10     $ 1.80     $ 1.81  
    


 


 


 


Diluted

   $ 1.00     $ 1.08     $ 1.79     $ 1.78  
    


 


 


 


DIVIDENDS DECLARED PER COMMON SHARE

   $ 0.345     $ 0.32     $ 0.69     $ 0.64  
    


 


 


 


AVERAGE SHARES OUTSTANDING

                                

Basic

     74,072       78,497       74,817       78,751  
    


 


 


 


Diluted

     74,530       79,789       75,405       80,064  
    


 


 


 


 

See “Notes to Consolidated Financial Statements.”

 

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KNIGHT RIDDER

CONSOLIDATED STATEMENT OF CASH FLOWS

(Unaudited - in thousands)

 

     Two Quarters Ended

 
     June 26,
2005


    June 27,
2004


 

CASH PROVIDED BY OPERATING ACTIVITIES

                

Net income

   $ 134,895     $ 142,200  

Noncash items deducted from (included in) income:

                

Depreciation

     43,626       48,647  

Amortization of other identified intangible assets

     3,616       3,412  

Amortization of other assets

     366       458  

Benefit from deferred taxes

     (17,986 )     (5,485 )

Provision for bad debts

     2,374       7,233  

Minority interest in earnings of consolidated subsidiaries

     4,021       4,484  

Other items, net

     (7,179 )     (7,171 )

Cash items not deducted from (included in) income:

                

Contributions lower than pension and other post-retirement benefit expenses

     12,954       10,788  

Distributions (in excess of) less than losses, net of earnings from investees

     5,669       (8,594 )

Change in certain assets and liabilities, excluding balances from the acquisition of businesses:

                

Accounts receivable

     29,382       32,194  

Inventories

     (3,194 )     (5,451 )

Other assets

     7,104       4,376  

Accounts payable

     (70,325 )     (53,255 )

Income taxes payable

     5,155       35,703  

Other liabilities

     (4,641 )     4,257  
    


 


Net Cash Provided by Operating Activities

     145,837       213,796  
    


 


CASH REQUIRED FOR INVESTING ACTIVITIES

                

Purchases of property, plant and equipment

     (50,222 )     (52,045 )

Acquisition of, and investments in, businesses

     (46,313 )     (42,056 )

Other items, net

     729       2,667  
    


 


Net Cash Required for Investing Activities

     (95,806 )     (91,434 )
    


 


CASH REQUIRED FOR FINANCING ACTIVITIES

                

Purchase of treasury stock

     (202,151 )     (153,585 )

Net increase in commercial paper, net of unamortized discount

     194,635       31,133  

Payment of cash dividends

     (51,600 )     (50,438 )

Proceeds from stock option exercises and stock purchases

     31,860       57,496  

Other items, net

     (8,404 )     (10,491 )
    


 


Net Cash Required for Financing Activities

     (35,660 )     (125,885 )
    


 


Net Increase in Cash

     14,371       (3,523 )

Cash at beginning of the period

     24,483       33,536  
    


 


Cash and cash equivalents at the end of the period

   $ 38,854     $ 30,013  
    


 


 

See “Notes to Consolidated Financial Statements.”

 

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

 

NOTE 1. BASIS OF PRESENTATION

 

Knight Ridder and its subsidiaries are referred to collectively in this report on Form 10-Q as “we,” “our” and “us.” The accompanying unaudited consolidated financial statements of Knight Ridder have been prepared in accordance with generally accepted accounting principles 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 notes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. We would note that the newspaper business is seasonal, with the strongest advertising revenue coming in the fourth quarter, followed (at some distance) by the second – and then by the remaining two. Operating results for any portion of the year prior to the final quarter should not be interpreted in a pro rata fashion for the year as a whole. For further information, refer to the consolidated financial statements and notes, as well as the critical accounting policies in Management’s Discussion and Analysis of Financial Condition and Results of Operations, included in our Annual Report on Form 10-K for the year ended December 26, 2004.

 

Beginning in 2005, we changed our reporting segments, formerly known as the “Newspaper Division” and “Online Division,” into one newspaper segment. This change is consistent with the combination of our online operations with the related print businesses. The merging of our print and online operations reflects our organizational structure and our business strategy, which emphasizes a multiple-media platform approach pursuing both audiences and advertisers within the markets in which we compete. The change is also consistent with the revised financial information given to the chief operating decision maker. For comparability, prior year amounts have been reclassified to conform with the current presentation.

 

NOTE 2. COMPREHENSIVE INCOME

 

We use derivative financial instruments to manage interest rate risk. The objective in using derivatives is to reduce the risks associated with borrowing activities. Statement of Financial Accounting Standard (SFAS) 133 – “Accounting for Derivative Instruments and Hedging Activities,” as amended, requires that derivatives be recorded on the balance sheet at fair value. Unrealized gains from derivatives are carried as other current assets and unrealized losses are reported as other current liabilities. Derivatives designated as hedges for accounting purposes must be considered highly effective at reducing the risk associated with the exposure being hedged. We do not use derivatives for speculative purposes. On June 9, 2005, we entered into an interest rate derivative transaction with an aggregate notional amount of $200 million. The objective of the hedge is to eliminate the variability of future cash flows from market interest rates.

 

The following table sets forth the computation of comprehensive income (in thousands of dollars):

 

     Quarter Ended

   Two Quarters Ended

     June 26,
2005


    June 27,
2004


   June 26,
2005


    June 27,
2004


Net income

   $ 74,395     $ 86,262    $ 134,895     $ 142,200

Loss from cash flow hedge

     (602 )     —        (602 )     —  
    


 

  


 

Change in accumulated other comprehensive income

     (602 )     —        (602 )     —  
    


 

  


 

Total comprehensive income

   $ 73,793     $ 86,262    $ 134,293     $ 142,200
    


 

  


 

 

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NOTE 3. EMPLOYEE AND NON-EMPLOYEE STOCK OPTIONS

 

In December 2002, the Financial Accounting Standards Board (FASB) issued SFAS 148 – “Accounting for Stock-Based Compensation – Transition and Disclosure.” SFAS 148 amends SFAS 123 –“Accounting for Stock-Based Compensation” to require prominent disclosures in both annual and interim financial statements about the method of accounting for stock-based employee compensation and the effect of the method used on reported results. SFAS 148 was effective for financial statements issued beginning in 2003. As allowed by SFAS 123, we follow the disclosure requirements of SFAS 123, but continue to account for our employee stock option plans in accordance with Accounting Principles Board Opinion No. 25, “Accounting for Stock Issued to Employees,” which results in no charge to earnings when stock options are granted at fair market value.

 

For purposes of pro forma disclosures, the estimated fair value of stock options is amortized to expense over the options’ vesting period. In addition, the 15% discount from market value under the Employees Stock Purchase Plan is treated as compensation expense for pro forma purposes. Our reported and pro forma information follows (in thousands, except share data):

 

     Quarter Ended

   Two Quarter Ended

     June 26,
2005


   June 27,
2004


   June 26,
2005


   June 27,
2004


Net income, as reported

   $ 74,395    $ 86,262    $ 134,895    $ 142,200

Less: Stock-based employee compensation expense determined under fair value based method for all awards, net of related tax effects

     3,863      4,023      7,941      8,068
    

  

  

  

Pro forma net income

   $ 70,532    $ 82,239    $ 126,954    $ 134,132
    

  

  

  

Basic earnings per share, as reported

   $ 1.00    $ 1.10    $ 1.80    $ 1.81

Pro forma basic earnings per share

     0.95      1.05      1.70      1.70

Diluted earnings per share, as reported

   $ 1.00    $ 1.08    $ 1.79    $ 1.78

Pro forma diluted earnings per share

     0.95      1.03      1.68      1.68

 

On December 16, 2004, the FASB issued SFAS No. 123 (revised 2004), “Share-Based Payment,” which is a revision of SFAS 123. SFAS 123(R) requires all share-based payments to employees, including grants of employee stock options, be recognized in the income statement based on their fair values. On April 14, 2005, the SEC revised the effective date of the new standard, which will be no later than the beginning of the first fiscal year beginning after June 15, 2005 for public entities. Early adoption is permitted in periods in which financial statements have not yet been issued. SFAS 123(R) allows for two transition alternatives for public companies: (a) modified-prospective transition or (b) modified-retrospective transition. Under the modified-prospective transition method, companies are required to recognize compensation cost for share-based payments to employees based on their grant-date fair value from the beginning of the fiscal period in which the recognition provisions are first applied. Measurement and attribution of compensation cost for awards that were granted prior to, but not vested as of the date SFAS 123(R) is adopted would be based on the same estimate of the grant-date fair value and the same attribution method used previously under SFAS 123 (either for financial statement recognition or pro forma disclosure purposes). Prior periods are not restated. For periods prior to adoption, the financial statements are unchanged (and the pro forma disclosures previously required by SFAS 123 continue to be required under SFAS 123(R) to the extent those amounts differ from those in the income statement). For periods subsequent to adoption, the impact of this transition method

 

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generally is the same as if the modified-retrospective method were applied. Accordingly, pro forma disclosure will not be necessary for periods after the adoption of SFAS 123(R). Under the modified-retrospective transition method, companies are allowed to restate prior periods by recognizing compensation cost in the amounts previously reported in the pro forma footnote disclosure under the provisions of SFAS 123. New awards and unvested awards would be accounted for in the same manner as the modified-prospective method. We are currently evaluating the alternative transition methods and expect to adopt SFAS 123(R), as required, for our fiscal year beginning December 26, 2005.

 

NOTE 4. EARNINGS PER SHARE

 

Basic earnings per share is computed based on the weighted average number of common shares outstanding. Diluted earnings per share is based on the sum of the weighted average number of common shares outstanding and common stock equivalents attributable to stock options. The entire net income is attributable to common shareholders.

 

Shares used to calculate earnings per share are as follows (in thousands):

 

     Quarter Ended

   Two Quarters Ended

     June 26,
2005


   June 27,
2004


   June 26,
2005


   June 27,
2004


Basic weighted average shares outstanding

   74,072    78,497    74,817    78,751

Effect of dilutive stock options

   458    1,292    588    1,313
    
  
  
  

Diluted weighted average shares outstanding

   74,530    79,789    75,405    80,064
    
  
  
  

Weighted average shares subject to stock options included in the determination of common stock equivalents for the calculation of diluted earnings per share

   6,957    9,831    7,037    9,774
    
  
  
  

Weighted average shares subject to stock options which are not included in the calculation of diluted earnings per share because their impact is antidilutive

   3,701    99    3,586    115
    
  
  
  

 

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NOTE 5. GOODWILL AND OTHER IDENTIFIED INTANGIBLE ASSETS

 

Goodwill and other identified intangible assets, along with their weighted-average life, at June 26, 2005 consisted of the following (in thousands):

 

     Gross
Amount


   Accumulated
Amortization


   Net Amount

   Weighted-
Average Life
(years)


Intangible assets continuing to be amortized:

                         

Advertiser lists

   $ 43,558    $ 31,565    $ 11,993    12.2

Subscriber lists

     33,651      27,892      5,759    9.5

Other

     2,513      862      1,651    6.4
    

  

  

    

Subtotal

   $ 79,722    $ 60,319    $ 19,403    10.9
    

  

  

    

Goodwill and other identified intangible assets not being amortized:

           

Goodwill

   $ 1,824,826     

Newspaper mastheads

     292,681     

Intangible pension asset

     28,612     

Other

     670     
                  

    

Subtotal

     2,146,789     
                  

    

Total goodwill and other identified intangible assets

   $ 2,166,192     
                  

    

 

The following is a summary of the balances of goodwill and other identified intangible assets as of December 26, 2004 and June 26, 2005 (in thousands):

 

     December 26, 2004

   Amortization of
Other
Intangibles


    Additions to
Goodwill and
Other Identified
Intangible Assets


   June 26, 2005

Goodwill

   $ 1,799,061    $ —       $ 25,765    $ 1,824,826

Newspaper Mastheads

     288,296      —         4,385      292,681

Other

     51,248      (3,616 )     1,053      48,685
    

  


 

  

Total

   $ 2,138,605    $ (3,616 )   $ 31,203    $ 2,166,192
    

  


 

  

 

The $31.2 million increase in goodwill and other identified intangible assets for the two quarters ended 2005 relate to the acquisition of five free daily newspapers in the San Francisco Bay Area, the New Homes Map Guide in Miami and the Keller Citizen in Fort Worth.

 

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NOTE 6. PENSION AND OTHER POSTRETIREMENT BENEFIT PLANS

 

The following disclosure conforms to SFAS No. 132 (revised 2003) – “Employers’ Disclosures about Pensions and Other Postretirement Benefits.” Below is a summary of the components of net periodic benefit cost for the defined benefit plans and postretirement benefit plans (other plans) (in thousands):

 

     Pension Plans

    Other Plans

 
     Quarter Ended

    Quarter Ended

 
     June 26, 2005

    June 27, 2004

    June 26, 2005

    June 27, 2004

 

Service cost

   $ 10,675     $ 9,751     $ 309     $ 403  

Interest cost

     23,649       22,346       1,187       2,494  

Expected return on plan assets

     (27,865 )     (27,724 )     —         —    

Amortization of prior service cost

     1,045       1,075       (1,106 )     (418 )

Amortization of net loss

     4,531       1,680       419       781  
    


 


 


 


Net periodic benefit cost

   $ 12,035     $ 7,128     $ 809     $ 3,260  
    


 


 


 


 

We anticipate contributing a total of approximately $6.8 million to the pension plans in 2005. As of June 26, 2005, we contributed $3.5 million to our pension plans.

 

NOTE 7. COMMITMENTS AND CONTINGENCIES

 

We have future commitments for capital expenditures relating to our newspaper in Kansas City and our joint operating agency in Detroit. There are commitments of approximately $30.6 million for building, plant and presses in Kansas City and commitments of approximately $5.6 million for presses and mailroom-related equipment in Detroit. The Kansas City production plant is scheduled for completion in 2006, while the Detroit production plant is scheduled for completion in the second half of 2005.

 

NOTE 8. SUBSEQUENT EVENTS

 

Subsequent to the end of our second fiscal quarter, we purchased the Carolina Bride magazine and, through our partnership in Classified Ventures, HomeGain.com and NewCars.com.

 

On July 19, 2005, the Board of Directors approved an authorization to repurchase an additional 10 million shares of our common stock and an increase in the quarterly dividend from $0.345 per share to $0.37 per share of common stock.

 

11


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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

 

The following discussion should be read in conjunction with the consolidated financial statements contained elsewhere in this Quarterly Report on Form 10-Q, as well as our Annual Report on Form 10-K for the year ended December 26, 2004.

 

Certain amounts presented as national revenue in 2004 have been reclassified as retail revenue to conform to the current presentation.

 

Beginning in 2005, we changed our reporting segments, formerly known as the “Newspaper Division” and “Online Division,” into one newspaper segment. This change is consistent with the combination of our online operations with the related print businesses. The merging of our print and online operations reflects our organizational structure and our business strategy, which emphasizes a multiple-media platform approach pursuing both audiences and advertisers within the markets in which we compete. The change is also consistent with the revised financial information given to the chief operating decision maker. For comparability, prior year amounts have been reclassified to conform with the current presentation.

 

Critical Accounting Policies

 

Our discussion and analysis of financial condition and results of operations are based upon our consolidated financial statements, which have been prepared in accordance with U.S. generally accepted accounting principles. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts in our consolidated financial statements. We evaluate our estimates on an on-going basis, including those related to revenues, allowances for bad debts, asset impairments, pension and postretirement benefits, self-insurance and casualty insurance, income taxes and commitments and contingencies. We base our estimates on historical experience and on various other assumptions that we believe reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities. Although actual results have historically been reasonably consistent with management’s expectations, the actual results may differ from these estimates or our estimates may be affected by different assumptions or conditions.

 

We believe there have been no significant changes through the first two quarters ended June 26, 2005 to the items that we disclosed as our critical accounting policies and estimates in Management’s Discussion and Analysis of Financial Condition and Results of Operations in our Annual Report on Form 10-K for the fiscal year ended December 26, 2004.

 

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CONSOLIDATED RESULTS OF OPERATIONS: SECOND QUARTER ENDED JUNE 26, 2005 COMPARED TO SECOND QUARTER ENDED JUNE 27, 2004:

 

Diluted earnings per share was $1.00 for the quarter ended June 26, 2005 compared with $1.08 for the quarter ended June 27, 2004. Included in earnings per share are $0.03 from the favorable resolution of prior years’ tax issues, including interest, offset by $0.01 for severance in Detroit. Included in last year’s second-quarter earnings per share were $0.06 from the favorable resolution of prior years’ tax issues, including interest, and $0.04 from favorable adjustments in Detroit, primarily arising from post-retirement benefits.

 

Total advertising revenue for the second quarter of 2005 was $604.2 million, up 2.1% from $591.7 million in the same quarter of 2004. Total operating revenue was $761.5 million, up 0.2% from $760.2 million in the same quarter last year. Total operating income for the quarter was $143.3 million, down 7.5% from $155.0 million in the second quarter of 2004. Excluding the Detroit issues referenced above, operating income would have been down 3.5%. Net income of $74.4 million was down 13.8% from $86.3 million in the same quarter of the previous year. Excluding the Detroit issues and tax resolutions referenced above, net income would have been down 6.9%.

 

Operating Revenue

 

For the second quarter of 2005, retail, national and classified revenue represented 45.3%, 15.5% and 39.2%, respectively, of total advertising revenue. Advertising, circulation and other revenue represented 79.3%, 17.4% and 3.3%, respectively, of total operating revenue.

 

Advertising revenue is primarily affected by the linage, rate and mix of advertising categories. The advertising rate depends largely on our market reach, primarily established through circulation, and market position. Circulation revenue is based on the number of copies sold and the rate charged to customers.

 

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The table below presents operating revenue and related statistics for our operations for the comparable quarters (in thousands):

 

     Quarter Ended

            
     June 26,
2005


   June 27,
2004


   Variance

    % Change

 

Operating revenue

                            

Advertising

                            

Retail

   $ 273,622    $ 267,751    $ 5,871     2.2  

National

     93,932      97,613      (3,681 )   (3.8 )

Classified

     236,645      226,349      10,296     4.5  
    

  

  


     

Total

     604,199      591,713      12,486     2.1  

Circulation

     132,316      136,406      (4,090 )   (3.0 )

Other

     24,995      32,097      (7,102 )   (22.1 )
    

  

  


     

Total operating revenue

   $ 761,510    $ 760,216    $ 1,294     0.2  
    

  

  


     

Average circulation

                            

Daily

     3,628      3,751      (123 )   (3.3 )

Sunday

     4,902      5,073      (171 )   (3.4 )

Advertising linage (full-run)

                            

Retail

     3,422.1      3,538.3      (116.2 )   (3.3 )

National

     797.1      854.0      (56.9 )   (6.7 )

Classified

     4,709.0      4,797.8      (88.8 )   (1.9 )
    

  

  


     

Total

     8,928.2      9,190.1      (261.9 )   (2.8 )
    

  

  


     

Factored part-run linage

     665.6      659.4      6.2     0.9  

Total preprints inserted

     1,948.7      1,943.1      5.6     0.3  

 

The increase in advertising revenue in the second quarter of 2005 compared to the same period in 2004, is primarily due to increases in retail, classified employment and classified real estate revenue. The largest increases were in Miami, up 3.7%, and Contra Costa, up 6.5%. Philadelphia had the largest shortfall, down 4.1%.

 

The retail category in the second quarter of 2005, compared with the same period in 2004, was up 2.2%, with increases of 0.6% in April, 5.7% in May and 0.7% in June. The increase in retail revenue was primarily due to a 4.2% increase in the full-run average rate and a 9.5% increase in part-run revenue, partially offset by a 3.3% decrease in full-run linage. Specialized publication revenue was up 9.3% in the quarter and total market coverage/alternate distribution (TMC) revenue increased 8.3% compared to the comparable quarter in 2004. Retail online revenue showed growth, up 11.7% in the quarter compared with the second quarter of 2004. Retail preprint revenue increased 1.0% for the quarter ended June 26, 2005, compared with the same quarter in 2004, on a 3.1% increase in average rate, partially offset by a 2.1% decrease in volume.

 

The national category was down 3.8% in the second quarter compared with the same period in 2004. National was down 4.3% in April and down 7.0% in May, but turned positive in June, up

 

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0.1%. The decrease in national was primarily due to a 6.7% decrease in full-run linage and a 3.0% decrease in the full-run average rate. These unfavorable variances were partially offset by a 17.8% increase in preprint revenue, a 52.1% increase in online revenue and a 79.6% increase in TMC revenue. In the large markets, national was down 7.0% with five of the markets showing decreases. All but seven of the smaller markets showed increases in national; altogether, they were up 9.8%.

 

Classified revenue in the second quarter of 2005, compared with the same period in 2004, was up 4.5%, with April up 6.3%, May up 5.5% and June up 1.6%. Employment was up in the low to mid teens throughout the quarter; real estate was up low teens in April and high single digits in May and June; auto was down throughout the quarter. Employment in the larger markets was up 11.5%, but in the mid-sized and smaller markets it was up 21.2%. Real estate in the large markets was up 9.3% for the quarter compared to 8.2% for the mid-sized and smaller markets.

 

The increase in classified revenue was driven by increases of 58.5% in online revenue, 20.4% in part-run revenue, 50.0% in specialized publication revenue and 72.9% in other classified revenue. These favorable variances were partially offset by a decrease of 2.9% in the full-run average rate and a 1.9% decrease in full-run linage.

 

Circulation revenue decreased in the second quarter of 2005, compared to the same period in 2004, by 3.0%, due to a 3.3% decrease in circulation copies, partially offset by a 0.3% increase in the average rate. The telemarketing rules adopted by the Federal Trade Commission and Federal Communications Commission, including the National Do-Not-Call Registry, continued to impact an important source of new subscribers. Our plans for the remaining two quarters of the year include telemarketing and selective discounting, along with increased use of kiosks, single-copy insert coupons and direct mail promotions.

 

Other revenue decreased by $7.1 million, or 22.1%, from the comparable quarter in the prior year. The unfavorable variance was largely due to three factors related to Detroit: the absence of last year’s favorable adjustments (primarily post-retirement benefits), the cost of this year’s severance and, also this year, reduced operating earnings.

 

Operating Costs

 

The table below presents operating costs for our operations for the comparable quarters (in thousands):

 

     Quarter Ended

            
    

June 26,

2005


  

June 27,

2004


   Variance

    % Change

 

Operating costs

                            

Labor and employee benefits

   $ 302,218    $ 301,071    $ 1,147     0.4  

Newsprint, ink and supplements

     105,067      98,911      6,156     6.2  

Other operating costs

     187,068      179,085      7,983     4.5  

Depreciation and amortization

     23,811      26,140      (2,329 )   (8.9 )
    

  

  


     

Total operating costs

   $ 618,164    $ 605,207    $ 12,957     2.1  
    

  

  


     

 

The increase in labor and employee benefits in the second quarter of 2005 from the comparable quarter in 2004 was due to increased salary expense, partially offset by reduced employee benefits expense. The increase in labor was due to a 2.2% increase in the average rate per full time

 

15


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equivalent employee (FTE), partially offset by a 0.7% decrease in FTEs and a 12.3% decrease in commission expense. Benefit costs declined $368,000, or 0.6%, as a $6.3 million, or 46.0%, increase in pension expense was more than offset by a $6.8 million, or 21.4%, decline in other postretirement benefit expense and employee insurance expense.

 

Newsprint, ink and supplements increased $6.2 million, or 6.2%, in the second quarter of 2005 compared to the comparable quarter in 2004, due to a 9.7% increase in the average price per ton of newsprint and a 19.8% increase in supplements, partially offset by a 4.4% decrease in consumption and an 11.3% decrease in ink expense.

 

Other operating costs increased $8.0 million, or 4.5%, compared to the prior year, due to increases in general and administrative costs and online cost of goods sold. The increase in general and administrative costs was primarily due to advertising, marketing and promotion expense, outside service expense and outside printing expense. These increases were partially offset by reductions in bad debt expense and legal fees.

 

Depreciation and amortization decreased $2.3 million, or 8.9%, compared with the prior year due to lower levels of capital spending in recent years, excluding the Kansas City plant construction costs. The Kansas City plant construction costs are accounted for as construction in progress and depreciation will begin later this year when portions of the plant are placed in service.

 

For the full year, we anticipate increases in newsprint, ink and supplements and employee benefits in the middle single digits. Labor costs are expected to be up in the low single digits, with merit increases offset by decreases in FTEs. We anticipate continued cost discipline during the remaining two quarters of 2005 and expect other operating costs to be up in the low single digits for the full year.

 

Net interest expense increased $8.9 million, or 73.5%, in the second quarter of 2005 from the same quarter of 2004, primarily due to increases in the average debt outstanding and the weighted-average interest rate. Total debt at the end of the period was $1.693 billion, up $195.3 million from year-end 2004 primarily due to acquisitions and share repurchases during 2005. Our weighted-average interest rate was 5.4% and 4.1% for the second quarter of 2005 and 2004, respectively.

 

Losses from equity investees decreased by $3.4 million, or 49.1%, compared to the prior year. Decreased losses from CareerBuilder and Seattle Times were partially offset by increases in losses from Cross Media Services.

 

Our effective tax rate was higher in the second quarter of 2005 compared to the prior year, due to the net effect of the favorable resolution of tax issues in both years. Our effective tax rate was 36.1% compared to 35.0% in the same period in 2004.

 

CONSOLIDATED RESULTS OF OPERATIONS: TWO QUARTERS ENDED JUNE 26, 2005 COMPARED TO TWO QUARTERS ENDED JUNE 27, 2004:

 

Diluted earnings per share was $1.79 for the two quarters ended June 26, 2005 compared with $1.78 for the two quarters ended June 27, 2004. Included in earnings per share are $0.12 from the favorable resolution of prior-years’ tax issues, including interest, offset by $0.01 for severance in Detroit. Included in last year’s earnings per share for the two quarters ended June 27, 2004, were $0.06 from the favorable resolution of prior years’ tax issues, including interest, and $0.04 from favorable adjustments in Detroit, primarily arising from post-retirement benefits.

 

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Total advertising revenue for the two quarters ended 2005 was $1.170 billion, up 2.7%, from $1.140 billion compared to the same period in 2004. Total operating revenue was $1.486 billion, up 0.9% from $1.472 billion compared to last year. Total operating income for the two quarters ended was $254.2 million, down 4.5%, from $266.1 million compared to the same period in 2004. Excluding the Detroit severance and adjustments referenced above, operating profit would have been down 2.1%. Net income of $134.9 million was down 5.1% from $142.2 million compared to 2004. Excluding the adjustments referenced above, net income would have been down 6.4%.

 

Operating Revenue

 

For the first two quarters of 2005, retail, national and classified revenue represented 44.7%, 16.2% and 39.1%, respectively, of total advertising revenue. Advertising, circulation and other revenue represented 78.8%, 17.9% and 3.3%, respectively, of total operating revenue.

 

The table below presents operating revenue and related statistics for our operations for the comparable quarters (in thousands):

 

     Two Quarter Ended

            
    

June 26,

2005


  

June 27,

2004


   Variance

    % Change

 

Operating revenue

                            

Advertising

                            

Retail

   $ 522,795    $ 509,518    $ 13,277     2.6  

National

     189,872      191,735      (1,863 )   (1.0 )

Classified

     457,668      438,338      19,330     4.4  
    

  

  


     

Total

     1,170,335      1,139,591      30,744     2.7  

Circulation

     266,564      275,615      (9,051 )   (3.3 )

Other

     49,339      57,281      (7,942 )   (13.9 )
    

  

  


     

Total operating revenue

   $ 1,486,238    $ 1,472,487    $ 13,751     0.9  
    

  

  


     

Average circulation

                            

Daily

     3,676      3,782      (106 )   (2.8 )

Sunday

     4,976      5,131      (155 )   (3.0 )

Advertising linage (full-run)

                            

Retail

     6,585.8      6,788.3      (202.5 )   (3.0 )

National

     1,613.0      1,655.5      (42.5 )   (2.6 )

Classified

     9,074.5      9,238.2      (163.7 )   (1.8 )
    

  

  


     

Total

     17,273.3      17,682.0      (408.7 )   (2.3 )
    

  

  


     

Factored part-run linage

     1,247.7      1,240.5      7.2     0.6  

Total preprints inserted

     3,803.7      3,752.3      51.4     1.4  

 

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The increase in advertising revenue is primarily due to retail revenue, classified employment and classified real estate revenue. The largest increases were in Miami, up 4.1%, and Contra Costa, up 5.1%. Philadelphia had the largest shortfall, down 3.3%.

 

Retail revenue for the first two quarters of 2005, compared with the same period in 2004, was up 2.6%. A 3.1% increase in the full-run average rate, a 9.8% increase in part-run revenue, a 3.1% increase in preprint revenue, an 8.2% increase in online revenue and an 11.3% increase in special publication were partially offset by a 3.0% decrease in full-run linage.

 

For the first two quarters of 2005, national revenue decreased 1.0% compared to the same period in 2004. The decrease in national revenue was primarily due to a 2.6% decrease in full-run linage, a 3.0% decrease in the full-run average rate and a 7.7% decrease in specialized publication revenue. These unfavorable variances were partially offset by a 56.2% increase in online revenue, a 13.2% increase in preprint revenue and a 53.9% increase in TMC revenue.

 

For the first two quarters of 2005, classified revenue was up 4.4% compared to the same period in 2005. The increase in classified revenue was driven by increases of 61.8% in online revenue, 17.3% in part-run revenue, 45.6% in specialized publication revenue and 78.9% in other classified revenue. These favorable variances were partially offset by a decrease of 2.8% in the full-run average rate and a 1.8% decrease in full-run linage.

 

Circulation revenue decreased 3.3% for the first two quarters of 2005 compared to the same period in 2004, due to a 2.8% decrease in circulation copies and a 0.6% decrease in the average rate.

 

Other revenue decreased by $7.9 million, or 13.9%, from the first two quarters in 2004. The unfavorable variance was largely due to three factors related to Detroit: the absence of last year’s favorable adjustments (primarily post-retirement benefits), the cost of this year’s severance and reduced operating earnings.

 

Operating Costs

 

The table below presents operating costs for our operations for the two quarters ended (in thousands):

 

     Two Quarters Ended

            
    

June 26,

2005


  

June 27,

2004


   Variance

    % Change

 

Operating costs

                            

Labor and employee benefits

   $ 612,998    $ 607,030    $ 5,968     1.0  

Newsprint, ink and supplements

     202,539      193,799      8,740     4.5  

Other operating costs

     368,877      353,072      15,805     4.5  

Depreciation and amortization

     47,608      52,517      (4,909 )   (9.3 )
    

  

  


     

Total operating costs

   $ 1,232,022    $ 1,206,418    $ 25,604     2.1  
    

  

  


     

 

The increase in labor and employee benefits for the first two quarters of 2005 from the comparable period in 2004 was due to increased salary expense, partially offset by reduced employee benefits

 

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expense. The increase in labor was due to a 2.5% increase in the average rate per FTE, partially offset by a 17.4% decrease in commission expense. Benefit costs declined as a 29.6% increase in pension expense was more than offset by declines in other postretirement benefit expense, down 56.8%, and employee insurance expense, down 12.7%.

 

Newsprint, ink and supplements increased $8.7 million, or 4.5%, in the first two quarters of 2005 compared to the comparable period in 2004, due to an 8.9% increase in the average price per ton of newsprint and a 12.0% increase in supplement, partially offset by a 4.2% decrease in consumption and a 12.4% decrease in ink expense.

 

Other operating costs increased by $15.8 million, or 4.5%, compared to the prior year, due to increases in general and administrative costs and production costs. The increase in general and administrative costs was primarily due to advertising, marketing and promotion expense, settlement expense, other outside service expense and other general and administrative expense. These increases were partially offset by reductions in bad debt expense and recruitment expense. The increase in production costs was due to online cost of goods sold, partially offset by a decrease in office repairs and maintenance.

 

Depreciation and amortization decreased $4.9 million, or 9.3%, compared with the prior year due to lower levels of capital spending in recent years, excluding the Kansas City plant construction costs. The Kansas City plant construction costs are accounted for as construction in progress and depreciation will begin later this year when portions of the plant are placed in service.

 

Net interest expense increased $12.9 million, or 51.0%, in the first two quarters of 2005 from the same period of 2004, due to increases in the average debt outstanding and an increase in the weighted-average interest rate.

 

Losses from equity investees decreased by $2.4 million, or 15.8%, compared to the prior year primarily due to improved results from CareerBuilder, Classified Ventures and SP Newsprint Co.

 

Our effective tax rate was higher in the two quarters ended June 26, 2005 compared to the same period in the prior year, due to the net effect of the favorable resolution of tax issues in both years. Our effective tax rate was 32.5% compared to 35.5% in the same period in 2004.

 

Liquidity and Capital Resources

 

Cash was $38.9 million at June 26, 2005, compared with $24.5 million at December 26, 2004. During the two quarters ended June 26, 2005, cash flows from commercial paper borrowings, operating activities and proceeds from stock option exercises and employee stock purchases were used to fund treasury stock purchases, the payment of common stock dividends, purchases of property, plant and equipment, and the acquisition of, and investments in, certain businesses.

 

At June 26, 2005, working capital was $125.7 million, compared with $70.0 million at December 26, 2004. The increase in working capital was due to a $70.1 million decrease in accounts payable and a $15.9 million decrease in accrued compensation and withholdings, partially offset by a $30.8 million decrease in accounts receivable. The decreases in accounts receivable, accrued expenses and other liabilities and accrued compensation and withholdings were due to the timing of payments.

 

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We invest excess cash in short-term investments, depending on projected cash needs for operations, capital expenditures and other business purposes. We supplement our internally generated cash flow with a combination of short- and long-term borrowings. Average outstanding commercial paper for the two quarters ended June 26, 2005 was $338.4 million, with an average effective interest rate of 2.8%. At June 26, 2005, our $1 billion revolving credit agreement, which supports the commercial paper and our letters of credit outstanding, had remaining availability of $594.5 million. The revolving credit facility contains covenants, including limitations on the ratio of total debt to earnings before interest, taxes, depreciation and amortization (EBITDA) not to exceed 4.5 to 1, and matures in 2009.

 

As of June 26, 2005, our percentage of variable-rate borrowings was approximately 65.1%. Over the past three years, we have entered into various interest rate swap agreements to manage interest rate exposure. These swap agreements expire at various dates in 2005, 2007, 2009 and 2011, and effectively convert an aggregate principal amount of $700 million of fixed-rate long-term debt into variable-rate borrowings. The variable interest rates are based on the three- or six-month LIBOR plus a rate spread. For the quarter ended June 26, 2005, the weighted-average variable interest rate under these agreements was 5.6% versus the weighted-average fixed rate of 7.9%. We do not trade or engage in hedging for speculative or trading purposes, and hedging activities are transacted only with highly rated financial institutions, reducing the exposure to credit risk.

 

During the quarter ended June 26, 2005, Standard and Poor’s and Fitch reduced their ratings on our short- and long-term debt. On July 22, 2005, Standard and Poor’s reduced their rating on our long-term debt with a stable outlook. The following table provides our current debt ratings.

 

    

Short-Term

Debt


  

Long-Term

Debt


Moody’s

   P1    A2

Standard & Poor’s

   A2    BBB+

Fitch

   F2    A-

 

Our future ability to borrow funds and the interest rates on those funds could be adversely impacted by a decline in our debt ratings and by negative conditions in the debt capital markets.

 

During the two quarters ended June 26, 2005, we made acquisitions totaling $46.3 million, consisting of the Palo Alto Daily News, a new homes guide in Miami, The Keller Citizen and a 25% ownership interest in Topix.net. Also during the two quarters ended June 26, 2005, we repurchased 3.1 million shares of Knight Ridder stock, leaving remaining authorization of 1.8 million shares at quarter’s end. On July 19, 2005, the Board of Directors approved an authorization to repurchase an additional 10 million shares of our common stock. Shares outstanding at the end of the second quarter of 2005 were 73.8 million.

 

Our operations have historically generated strong positive cash flow that, along with our commercial paper program, revolving credit lines and our ability to issue public debt, have provided adequate liquidity to meet short- and long-term cash requirements, including requirements for working capital and capital expenditures.

 

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Table of Contents

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

 

The following represents an update of our market-sensitive financial information. This information contains forward-looking statements and should be read in conjunction with our Annual Report on Form 10-K for the fiscal year ended December 26, 2004. We have approximately $1.1 billion in floating rate debt obligations, including approximately $406 million in commercial paper, at June 26, 2005 that are subject to significant changes in the amount of interest expense we might incur. Assuming the current level of variable rate borrowings of $1.1 billion, a 1% increase or decrease in the average interest rate would result in an increase or decrease in annual interest expense of $11 million.

 

Item 4. Controls and Procedures.

 

As of the end of the period covered by this report, we carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures pursuant to Exchange Act Rule 13a-15, under the supervision and with the participation of management, including the chief executive officer and chief financial officer. That evaluation revealed no material weaknesses in our disclosure controls and procedures. It confirmed that these current practices are effective in alerting us, within the time periods specified by the Securities and Exchange Commission, to any material information regarding Knight Ridder and its consolidated subsidiaries. Moreover, it confirmed our ability to record, process, summarize and report such information on an equally timely basis. Our management, including the chief executive officer and chief financial officer, also conducted an evaluation of our internal control over financial reporting to determine whether any changes occurred during the quarter covered by this report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. Based on that evaluation, the chief executive officer and chief financial officer concluded that there has been no such change during the quarter covered by this report.

 

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Table of Contents

PART II – OTHER INFORMATION

 

Item 1. Legal Proceedings

 

We are involved in litigation and administrative proceedings, primarily libel and copyright infringement actions, bankruptcy proceedings involving the company’s advertisers, and environmental and other legal proceedings that have arisen in the ordinary course of business. In the opinion of management, our liability, if any, under any pending litigation or administrative proceedings, will not materially affect our consolidated financial position or results of operations.

 

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

 

The following table sets forth our common stock open market repurchases for the second quarter of 2005:

 

Fiscal Period


   Total Number
of Shares
Purchased


   Average Price
Paid per Share


   Total Number of
Shares Purchased
as Part of Publicly
Announced
Program(1)


   Maximum
Number of Shares
that May Yet Be
Purchased Under
the Program


Mar 28, 2005 through May 1, 2005(2)

   1,220,000    $ 65.63    1,220,000    2,278,300

May 2, 2005 through May 29, 2005

   245,000      64.18    245,000    2,033,300

May 30, 2005 through June 26, 2005

   190,000      62.31    190,000    1,843,300
    
         
    

Total

   1,655,000           1,655,000     
    
         
    

1. On January 28, 2003, the Board of Directors announced the repurchase of up to 6 million shares of our common stock. On July 19, 2005, the Board of Directors announced the repurchase of up to an additional 10 million shares of our common stock.
2. On March 28, 2005, we repurchased 500,000 shares of our common stock pursuant to a contract, which will settle within nine months from the purchase date. The estimated cost of repurchasing the shares was paid in advance. The final price of repurchasing these shares will be based on the closing price as reported by the NYSE at the beginning of the contract and the difference between that price and the volume weighted-average price (VWAP) over the life of the contract. The difference is paid at the end of the contract period in cash or shares, at our option (limited to the number of shares multiplied by the change in share price). Had we settled this contract as of June 26, 2005, we would have received approximately $330,000. Had we settled all currently outstanding contracts as of June 26, 2005, we would have received approximately $1,082,000.

 

Item 4. Submission of Matters to a Vote of Security Holders.

 

(a) Our Annual Meeting of Shareholders was held on April 26, 2005.

 

(b) Shareholders voted on the following proposals:

 

A proposal to elect 4 directors for a three-year term ending 2008, as follows:

 

     Common Stock Voted

     For

   Withheld

P. Anthony Ridder

   61,081,664    2,095,916

Mark A. Ernst

   62,822,976    2,354,604

Vasant Prabhu

   62,244,756    932,824

John E. Warnock

   62,508,923    668,657

Continuing Directors:

         

Kathleen Foley Feldstein

         

Thomas P. Gerrity

         

Ronald D. Mc Cray

         

Pat Mitchell

         

M. Kenneth Oshman

         

Gonzalo F. Valdes-Fauli

         

 

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A proposal to ratify the appointment of Ernst & Young LLP as independent auditors of the company for 2005:

 

Common Stock Voted

 

        For        


 

    Against    


 

    Abstain    


 

Broker Non-Votes


55,241,080

  7,517,289   419,211   0

 

Re-approve the material terms of our Annual Incentive Plan:

 

Common Stock Voted

 

        For        


 

    Against    


 

    Abstain    


 

Broker Non-Votes


61,194,889

  1,523,254   459,437   0

 

Approve the amendment and restatement of our Employee Stock Option Plan as the Knight-Ridder, Inc. Employee Equity Incentive Plan:

 

Common Stock Voted

 

        For        


 

    Against    


 

    Abstain    


 

Broker Non-Votes


43,203,595

  10,801,752   3,914,190   5,258,043

 

Approve an amendment to our Employee Stock Option Plan to increase by 2.2 million the number of shares of common stock reserved for issuance:

 

Common Stock Voted

 

        For        


 

    Against    


 

    Abstain    


 

Broker Non-Votes


35,438,848

  18,552,311   3,928,378   5,258,043

 

A shareholder proposal requesting that the positions of Chairman and CEO be separated:

 

Common Stock Voted

 

        For        


 

    Against    


 

    Abstain    


 

Broker Non-Votes


18,128,975

  35,796,587   3,993,975   5,258,043

 

Item 6. Exhibits.

 

  (a) Exhibits

 

Exhibit
Number


 

Description


31.1   Certification of Chief Executive Officer pursuant to Rule 13a-15(a) and Rule 15d-15(a) of the Securities Exchange Act, as amended.
31.2   Certification of Chief Financial Officer pursuant to Rule 13a-15(a) and Rule 15d-15(a) of the Securities Exchange Act, as amended.
32   Certification of Chief Executive Officer and Chief Financial Officer pursuant to Rule 13a-14(b) and Rule 15d-14(b) of the Securities Exchange Act, as amended.

 

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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.

 

     KNIGHT-RIDDER, INC.
     (Registrant)

Date: August 2, 2005

  

/s/ Gary R. Effren


     Gary R. Effren
     Vice President/Finance
     (Principal Accounting Officer and Duly
     Authorized Officer of Registrant)

 

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Exhibit Index

  (b) Exhibits

 

Exhibit
Number


 

Description


31.1   Certification of Chief Executive Officer pursuant to Rule 13a-15(a) and Rule 15d-15(a) of the Securities Exchange Act, as amended.
31.2   Certification of Chief Financial Officer pursuant to Rule 13a-15(a) and Rule 15d-15(a) of the Securities Exchange Act, as amended.
32   Certification of Chief Executive Officer and Chief Financial Officer pursuant to Rule 13a-14(b) and Rule 15d-14(b) of the Securities Exchange Act, as amended.

 

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