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: March 26, 2006

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 a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer  x    Accelerated filer  ¨    Non-accelerated filer  ¨

Indicate by check mark whether the registrant is a shell company (as defined Rule 12-b of the Exchange Act    ¨  Yes    x  No

The registrant had 67,749,035 shares of common stock (par value $.02 1/12 per share), net of treasury stock, issued and outstanding as of April 27, 2006.

 



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 March 26, 2006 (unaudited) and December 25, 2005

   4
  

Consolidated Statement of Income (unaudited) for the quarter ended March 26, 2006 and March 27, 2005

   5
  

Consolidated Statement of Cash Flows (unaudited) for the quarter ended March 26, 2006 and March 27, 2005

   6
  

Notes to Consolidated Financial Statements (unaudited)

   7

Item 2.

  

Management’s Discussion and Analysis of Financial Condition and Results of Operations

   13

Item 3.

  

Quantitative and Qualitative Disclosures About Market Risk

   22

Item 4.

  

Controls and Procedures

   22

PART II - OTHER INFORMATION

  

Item 1.

  

Legal Proceedings

   23

Item 2.

  

Unregistered Sales of Equity Securities and Use of Proceeds

   23

Item 6.

  

Exhibits

   23

Signature

   24

Exhibit Index

   25

 

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Forward-Looking Statements

On March 12, 2006, we entered into an Agreement and Plan of Merger (Merger Agreement) with The McClatchy Company (McClatchy). Pursuant to the terms and subject to the conditions set forth in the Merger Agreement (Merger), Knight Ridder will merge with and into McClatchy, with McClatchy continuing as the surviving corporation after the Merger. The completion of the Merger is subject to various customary conditions, including obtaining the approval of Company shareholders and termination or expiration of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act.

Certain statements contained in this report are forward-looking. They are based on management’s current knowledge of factors affecting our business. Actual results could differ materially from those currently anticipated, depending upon – but not limited to – the pending Merger of Knight Ridder into The McClatchy Company, the effects of interest rates, national and local economies on revenue, competition from the Internet, unforeseen changes in the price of newsprint and negotiations and relations with labor unions.

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 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) the results of and costs associated the pending Merger; (b) 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; (c) an economic downturn in some or all of our principal newspaper markets that may lead to decreased circulation or decreased local or national advertising; (d) a decline in general newspaper readership patterns as a result of competitive alternative media or other factors; (e) an increase in newsprint costs over the levels anticipated; (f) labor disputes or shortages that may cause revenue declines or increased labor costs; (g) disruptions in electricity and natural gas supplies and increases in energy costs; (h) our ability to attract and retain qualified employees, including senior management; (i) increases in health and welfare, pension and postretirement costs; (j) increases in business insurance costs; (k) a decline in the value of companies that we invest in that must be recorded as a charge to earnings; (l) acquisitions of new businesses or dispositions of existing businesses; (m) increases in interest or financing costs or availability of credit; (n) rapid technological changes and frequent new product introductions prevalent in electronic publishing, including competition from the Internet; and (o) acts of war, terrorism, natural disaster or other events that may adversely affect our operations or the operations of our key suppliers.

 

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KNIGHT RIDDER

CONSOLIDATED BALANCE SHEET

(In thousands, except share data)

 

     unaudited
March 26, 2006
    audited
December 25, 2005
 

ASSETS

    

Current Assets

    

Cash

   $ 36,460     $ 24,748  

Accounts receivable, net of allowances of $22,361 in 2006 and $23,716 in 2005

     412,286       430,605  

Inventories

     59,638       52,455  

Prepaids

     22,352       24,848  

Deferred income taxes

     16,711       16,925  

Other current assets

     13,654       13,718  
                

Total Current Assets

     561,101       563,299  
                

Investments and Other Assets

    

Equity in unconsolidated companies and joint ventures

     349,555       353,514  

Pension asset

     95,308       106,367  

Fair value of interest rate swap agreements

     1,937       8,896  

Other

     53,011       52,892  
                

Total Investments and Other Assets

     499,811       521,669  
                

Property, Plant and Equipment

    

Land and improvements

     87,424       87,549  

Buildings and leasehold improvements

     512,174       511,386  

Equipment

     1,308,573       1,312,081  

Construction and equipment installations in progress

     218,975       210,484  
                
     2,127,146       2,121,500  

Less accumulated depreciation and amortization

     (1,133,714 )     (1,120,557 )
                

Property, Plant and Equipment, net

     993,432       1,000,943  
                

Goodwill and Other Identified Intangible Assets

    

Goodwill

     1,970,290       1,970,245  

Newspaper mastheads

     465,478       465,478  

Other, net of accumulated amortization of $69,288 in 2006 and $65,725 in 2005

     78,758       82,321  
                

Total Goodwill and Other Identified Intangible Assets, net

     2,514,526       2,518,044  
                

Total Assets

   $ 4,568,870     $ 4,603,955  
                

LIABILITIES AND SHAREHOLDERS’ EQUITY

    

Current Liabilities

    

Accounts payable

   $ 117,300     $ 133,619  

Accrued expenses and other liabilities

     121,110       119,330  

Accrued compensation and withholdings

     70,281       99,946  

Deferred circulation revenue

     94,383       88,393  

Income taxes payable

     22,201       7,667  
                

Total Current Liabilities

     425,275       448,955  
                

Noncurrent Liabilities

    

Long-term debt

     2,069,473       2,126,125  

Fair value of interest rate swap agreements

     1,937       8,896  

Deferred income taxes

     247,590       250,413  

Postretirement benefits other than pensions

     102,487       104,653  

Employment benefits

     379,889       378,464  

Other noncurrent liabilities

     101,891       101,883  
                

Total Noncurrent Liabilities

     2,903,267       2,970,434  
                

Minority Interest in Consolidated Subsidiaries

     1,567       680  
                

Commitments and Contingencies

     —      

Shareholders’ Equity

    

Common stock, $.02 1/12 par value; shares authorized - 250,000,000; shares issued - 67,630,012 shares in 2006 and 66,951,246 shares in 2005

     1,409       1,395  

Additional paid in capital

     1,046,846       1,002,402  

Retained earnings

     376,107       365,768  

Accumulated other comprehensive loss

     (184,892 )     (184,892 )

Treasury stock, at cost, 13,837 shares in 2006 and 14,052 shares in 2005

     (709 )     (787 )
                

Total Shareholders’ Equity

     1,238,761       1,183,886  
                

Total Liabilities and Shareholders’ Equity

   $ 4,568,870     $ 4,603,955  
                

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  
     March 26,
2006
    March 27,
2005
 

OPERATING REVENUE

    

Advertising

    

Retail

   $ 252,336     $ 245,462  

National

     87,030       95,059  

Classified

     243,295       217,558  
                

Total

     582,661       558,079  

Circulation

     135,912       132,270  

Other

     21,315       21,426  
                

Total Operating Revenue

     739,888       711,775  
                

OPERATING COSTS

    

Labor and employee benefits

     324,161       307,090  

Newsprint, ink and supplements

     106,994       96,393  

Other operating costs

     192,961       179,529  

Depreciation and amortization

     27,348       23,660  
                

Total Operating Costs

     651,464       606,672  
                

OPERATING INCOME

     88,424       105,103  
                

OTHER INCOME (EXPENSE)

    

Interest expense, net of interest income

     (32,736 )     (18,846 )

Interest expense capitalized

     1,460       1,679  
                

Interest expense, net

     (31,276 )     (17,167 )

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

     (10,461 )     (9,132 )

Minority interest in earnings of consolidated subsidiaries

     (1,638 )     (1,710 )

Other, net

     267       632  
                

Total Other Expense

     (43,108 )     (27,377 )
                

Income from continuing operations before income taxes

     45,316       77,726  

Income taxes

     16,939       20,648  
                

Income from continuing operations

     28,377       57,078  

Income from discontinued Detroit and Tallahassee operations, net of income taxes of $2.3 million in 2005

     —         3,421  
                

NET INCOME

   $ 28,377     $ 60,499  
                

EARNINGS PER SHARE

    

Income from continuing operations

    

Basic

   $ 0.42     $ 0.76  

Diluted

     0.42       0.75  

Income from discontinued operations

    

Basic

   $ —       $ 0.04  

Diluted

     —         0.04  

Net Income

    

Basic

   $ 0.42     $ 0.80  

Diluted

     0.42       0.79  

AVERAGE SHARES OUTSTANDING

    

Basic

     67,081       75,562  

Diluted

     67,757       76,279  

DIVIDENDS DECLARED PER COMMON SHARE

   $ 0.370     $ 0.345  

See “Notes to Consolidated Financial Statements.”

 

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KNIGHT RIDDER

CONSOLIDATED STATEMENT OF CASH FLOWS
(Unaudited - in thousands)

 

     Quarter Ended  
     March 26,
2006
    March 27,
2005
 

CASH PROVIDED BY OPERATING ACTIVITIES

    

Net income

   $ 28,377     $ 60,499  

Noncash items deducted from (included in) income:

    

Depreciation

     23,785       21,800  

Amortization of other identified intangible assets

     3,254       1,826  

Amortization of other assets

     309       171  

Benefit for deferred income taxes

     (2,609 )     (10,879 )

Stock-based compensation

     5,000    

Provision for bad debts

     2,977       1,989  

Other items, net

     9,138       (934 )

Cash items not deducted from income:

    

Excess of pension and other benefit expenses over contributions

     9,598       6,566  

Excess of minority interest expense over payments to minority shareholders

     888       1,710  

Excess of losses from equity method investees over cash contributed

     3,619       7,081  

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

    

Accounts receivable

     15,341       37,275  

Inventories

     (7,183 )     (859 )

Other assets

     3,392       (13,210 )

Accounts payable

     (13,115 )     (70,253 )

Income taxes payable

     10,090       (1,925 )

Other liabilities

     (24,357 )     5,546  
                

Net Cash Provided by Operating Activities

     68,504       46,403  
                

CASH REQUIRED FOR INVESTING ACTIVITIES

    

Purchases of property, plant and equipment

     (19,225 )     (25,010 )

Acquisition of, and investments in, businesses

     —         (43,461 )

Other items, net

     88       11,032  
                

Net Cash Required for Investing Activities

     (19,137 )     (57,439 )
                

CASH FROM (REQUIRED FOR) FINANCING ACTIVITIES

    

Purchase of treasury stock

     —         (94,524 )

Net increase (decrease) in commercial paper, net of unamortized discount

     (56,925 )     126,499  

Payment of cash dividends

     (24,786 )     (26,078 )

Proceeds from stock option exercises and stock purchases

     37,327       18,027  

Other items, net

     6,729       3,297  
                

Net Cash From (Required for) Financing Activities

     (37,655 )     27,221  
                

Net increase in cash

     11,712       16,185  

Cash at beginning of the period

     24,748       24,483  
                

Cash and cash equivalents at the end of the period

   $ 36,460     $ 40,668  
                

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 footnotes 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 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 footnotes, 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 25, 2005.

NOTE 2. COMPREHENSIVE INCOME

Net income as presented on the Consolidated Statement of Income is the same as total comprehensive income.

NOTE 3. STOCK-BASED COMPENSATION

On December 16, 2004, the Financial Accounting Standards Board (FASB) issued Statement of Financial Accounting Standard (SFAS) No. 123 (revised 2004), “Share-Based Payments,” (SFAS 123(R)), which is a revision of SFAS 123 “Accounting for Stock-Based Compensation.” 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. SFAS 123(R) eliminates the alternative to use the intrinsic value method of accounting that was provided in SFAS 123, which generally resulted in no compensation expense recorded in the financial statements related to the issuance of equity awards to employees. SFAS 123(R) requires that the cost resulting from all share-based payment transactions be recognized in the financial statements. SFAS 123(R) establishes fair value as the measurement objective in accounting for share-based payment arrangements and requires all companies to apply a fair-value-based measurement method in accounting for all share-based payment transactions with employees.

On December 26, 2005, we adopted SFAS 123(R) using the modified-prospective transition method. Accordingly, prior period amounts have not been restated. Under this method, we are required to record compensation expense for all awards granted after the date of adoption and for the unvested portion of previously granted awards that remain outstanding at the date of adoption.

Prior to the adoption of SFAS 123(R), we followed the disclosure-only provisions SFAS 123, as amended. Beginning with our 2006 fiscal year, with the adoption of SFAS 123(R), we recorded stock-based compensation expense for the cost of stock options, restricted stock and shares

 

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issued under the Employee Stock Purchase Plan (together, “Employee Stock-Based Awards”). Stock-based compensation expense in the first quarter of 2006 was $5.0 million ($3.8 million after tax or $0.05 per basic and diluted share). As of March 26, 2006, $21.2 million of total unrecognized compensation cost related to stock options, net of estimated forfeitures, is expected to be recognized over a weighted-average period of 1.4 years.

The following table details the effect on net income and earnings per share had compensation expense for the Employee Stock-Based Awards been recorded in the first quarter of 2005 based on the fair value method under SFAS 123. The reported and pro forma net income and earnings per share for the first quarter of 2006 are the same since stock-based compensation expense is calculated under the provisions of SFAS 123(R).

 

     March 26,
2006
   March 27,
2005

Income from continuing operations, as reported

   $ 28,377    $ 57,078
             

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

        3,753
             

Pro forma income from continuing operations

   $ 28,377    $ 53,325
             

Basic earnings per share, as reported

   $ 0.42    $ 0.76

Pro forma basic earnings per share

     0.42      0.71
             

Diluted earnings per share, as reported

   $ 0.42    $ 0.75

Pro forma diluted earnings per share

     0.42      0.70

SFAS No. 123(R) requires the use of a valuation model to calculate the fair value of stock-based awards. We have elected to use the Black-Scholes-Merton option-pricing model, which incorporates various assumptions including volatility, expected life, and interest rates. The expected volatility is based on the historical volatility of our common stock over the most recent period commensurate with the estimated expected life of our stock options, adjusted for the impact of unusual fluctuations not reasonably expected to recur and other relevant factors including implied volatility in market traded options on our common stock.

The assumptions used for the three-month periods ended March 26, 2006 and March 27, 2005 and the resulting estimates of weighted-average fair value per share for options granted during those periods are as follows:

 

Option value information

   March 26,
2006 (a)
   March 27,
2005
 

Fair value per option (b)

   $ —      $ 10.30  

Valuation assumptions

     

Expected option term (years)

        4.39  

Expected volatility

        0.17  

Expected dividend yield

        2.1 %

Risk-free interest rate

        3.7 %

(a) There were no options granted during the first quarter of 2006. Stock-based compensation expense was based on prior period valuations.
(b) Estimated using Black-Scholes-Merton option pricing model under the valuation assumptions indicated.

 

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The Equity Incentive Plan provides for the discretionary grant of Restricted Stock Units (RSU’s). RSU’s will only begin to vest if our 2006 fiscal year financial performance (measured based on operating profit) equals or exceeds 80% of our 2005 fiscal year financial performance with such determination made in accordance with the terms and conditions of our Annual Incentive Plan. If the performance condition is met, 25% of the shares subject to the RSU award will vest on the first anniversary of the grant and 25% of the shares subject to the RSU award will vest on each anniversary of the RSU grant date thereafter, so that the RSU award will be fully vested four years after the RSU grant date. On December 16, 2005, 174,563 RSU’s were granted. During the quarter ended March 26, 2006, we recognized $553,000 in compensation expense for the RSU’s. The remaining compensation expense of $8.4 million, net of estimated forfeitures, is expected to be recognized over a weighted-average life of 2 years.

The Employees Stock Purchase Plan provides for the sale of common stock to our employees at a price equal to 85% of the market value at the end of each purchase period. During the first quarter ended March 26, 2006, participants under the plan received 55,755 shares. The purchase price of these shares was $51.54 and the market value on the purchase date was $60.64. During the quarter ended March 26, 2006, we recognized $524,000 in compensation expense related to the Employees Stock Purchase Plan.

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):

 

     March 26,
2006
   March 27,
2005

Basic weighted-average shares outstanding

   67,081    75,562

Effect of dilutive stock options

   676    717
         

Diluted weighted-average shares outstanding

   67,757    76,279
         

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

   5,886    7,319
         

Weighted average shares of stock options excluded from the calculation of diluted earnings per share because their impact is antidilutive

   4,323    3,599
         

 

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NOTE 5. DEBT

As of March 26, 2006 and December 25, 2005, debt consisted of the following (in thousands):

 

     March 26,
2006
  

Dec. 25,

2005

Long-term debt:

     

Commercial paper due at various dates through April 3, 2006, at an effective interest rate of 4.65% as of March 26, 2006 and 4.32% as of December 25, 2005 (a)

   $ 478,660    $ 535,585

Debentures due on April 15, 2009, bearing interest at 9.875%, net of unamortized discount of $464 in March 2006 and $502 in December 2005

     199,536      199,498

Debentures due on November 1, 2027, bearing interest at 7.15%, net of unamortized discount of $274 in March 2006 and $277 in December 2005

     99,726      99,723

Debentures due on March 15, 2029, bearing interest at 6.875%, net of unamortized discount of $455 in March 2006 and $460 in December 2005

     299,545      299,540

Notes payable due on November 1, 2007, bearing interest at 6.625%, net of unamortized discount of $12 in December 2006 and $14 in December 2005

     99,988      99,986

Notes payable due on June 1, 2011, bearing interest at 7.125%, net of unamortized discount of $1,333 in March 2006 and $1,398 in December 2005

     298,667      298,602

Notes payable due on September 1, 2017, bearing interest at 5.75%, net of unamortized discount of $4,461 in March 2006 and $4,558 in December 2005

     395,539      395,442

Senior notes payable due on November 1, 2014, bearing interest at 4.625%, net of unamortized discount of $2,188 in March 2006 and $2,251 in December 2005

     197,812      197,749
             

Total long-term debt

   $ 2,069,473    $ 2,126,125
             

(a) Commercial paper is supported by a $1 billion revolving credit facility, which matures in July 2009.

On March 29, 2006, we requested two advances totaling $490 million from our $1 billion revolving credit agreement dated July 16, 2004. The proceeds of the advances were received on April 3, 2006. Repayment of the first advance totaling $90 million is due on May 3, 2006 and the second advance totaling $400 million is due on July 3, 2006. Under the terms of the credit agreement, we may request other advances, with no more than eight advances outstanding at any time. The first two advances bear interest at the respective LIBOR rate plus a spread. The spread is dependent upon our current credit rating and was 60 basis points.

 

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The primary use of the advances was the repayment of outstanding commercial paper. Future advances and repayments of the revolving credit facility are possible and will depend on operating cash needs and cash flows.

Our 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. Other provisions place restrictions on liens and prohibit cross-default. As of March 26, 2006, we were in compliance with all covenants related to the revolving credit facility.

On March 29, 2006, Moody’s Investor Service downgraded the rating of our long-term debt from Baa1 to Baa3. On April 20, 2006, Moody’s again lowered the rating of our long-term debt from Baa3 to Ba1. On April 24, 2006, Standard & Poor’s lowered the rating on our senior unsecured debt from BBB+ to BBB. The downgrades by Moody’s and S&P were the result of the significant increase in leverage that will result from McClatchy’s intention to incur debt to finance the Merger.

Interest payments during the first quarter of 2006 were $33.5 million compared to $15.6 million in the first quarter of 2005.

NOTE 6. GOODWILL AND OTHER IDENTIFIED INTANGIBLE ASSETS

Goodwill and other identifiable intangible assets, along with their original weighted-average lives, at March 26, 2006 consisted of the following (in thousands):

 

     Gross
Amount
   Accumulated
Amortization
   Net Amount    Weighted-
Average Life

Intangible assets continuing to be amortized:

           

Advertiser lists

   $ 68,750    $ 36,240    $ 32,510    10.7

Subscriber lists

     51,880      31,939      19,941    8.4

Other

     3,827      1,109      2,718    5.9
                         

Total

   $ 124,457    $ 69,288    $ 55,169    9.6
                         

Goodwill and other identified intangible assets not being amortized:

           

Goodwill

         $ 1,970,290   

Newspaper mastheads

           465,478   

Intangible pension asset

           22,879   

Other

           710   
               

Total

           2,459,357   
               

Total goodwill and other identifiable intangible assets

         $ 2,514,526   
               

 

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The following is a summary of the balances of goodwill and other identified intangible assets as of March 26, 2006 and December 25, 2005 (in thousands):

 

     December 25,
2005
   Amortization of
Other Intangibles
  

Additions to

Goodwill and
Other Identified
Intangible Assets

  

March 26,

2006

Goodwill

   $ 1,970,245    $ —      $ 45    $ 1,970,290

Newspaper mastheads

     465,478      —        —        465,478

Other

     82,321      3,563      —        78,758
                           

Total

   $ 2,518,044    $ 3,563    $ 45    $ 2,514,526
                           

NOTE 7. PENSION AND OTHER POSTRETIREMENT BENEFIT PLANS

The table below shows net periodic benefit cost for retirement income and other postretirement benefit plans.

Company-sponsored defined benefit plans

Within this category are fourteen pension plans (Retirement Income Benefits), and several postretirement health-care and life insurance benefit arrangements (Other Postretirement Benefits). The table shows the components of net periodic benefit cost for these plans.

Other retirement plans

We also provide retirement income benefits through contributions to multi-employer plans in accordance with collective bargaining agreements, and to defined contribution plans. Our net periodic benefit cost with respect to these plans equals the amount we contribute.

We use a measurement date of the last day of our fiscal quarter. Amounts shown are in thousands.

 

     Retirement Income
Benefits
    Other Postretirement
Benefits
 
   Quarter Ended     Quarter Ended  
     March 26,
2006
    March 27,
2005
    March 26,
2006
    March 27,
2005
 

Service cost

   $ 11,306     $ 10,994     $ 376     $ 607  

Interest cost

     24,965       23,425       1,362       1,623  

Expected return on plan assets

     (27,902 )     (27,869 )     —         —    

Amortization of prior service cost

     897       1,045       (1,106 )     (1,106 )

Amortization of net loss

     6,119       3,859       669       852  
                                

Net periodic benefit cost

   $ 15,385     $ 11,454     $ 1,301     $ 1,976  
                                

We anticipate contributing a total of approximately $10.6 million to the pension plans in 2006. During the quarter ended March 26, 2006, we contributed $2.5 million to our pension plans.

 

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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 25, 2005.

GLOSSARY OF TERMS

The following defined terms are used in our Management’s Discussion and Analysis of Financial Condition and Results of Operations.

CLASSIFIED Locally placed advertisements listed together and organized by category, such as real estate sales, employment opportunities or automobile sales, and display-type advertisements in these same categories.

FULL-RUN Advertising appearing in all editions of a newspaper.

LINAGE A measure of the volume of space sold as newspaper advertising; refers to the number of column-inches in a six-column newspaper layout.

NATIONAL Display advertising by national advertisers that promotes products or brand names on a nationwide basis.

PART-RUN Advertising appearing in select editions or zones of a newspaper’s market. Part-run advertising is translated into full-run equivalent linage (also referred to as factored) based on the ratio of the circulation in a particular zone to the total circulation of a newspaper.

PREPRINT Advertising supplements prepared by advertisers and inserted into a newspaper.

RETAIL Display advertising from local merchants, such as department and grocery stores, selling goods and services to the public.

SUPPLEMENTS (as in Newsprint, Ink and Supplements) All special sections purchased for distribution in the newspaper, including TV books, Sunday magazines and comics.

TARGETED PUBLICATIONS All print periodicals and papers other than the mass-market paid daily newspapers, i.e., community newspapers (weekly and free daily papers), local consumer magazines and classified periodicals; and ethnic or non-English-language newspapers (including the paid daily “el Nuevo Herald”).

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

 

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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 during the quarter ended March 26, 2006 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 25, 2005.

CONSOLIDATED RESULTS OF OPERATIONS: FIRST QUARTER ENDED MARCH 26, 2006 COMPARED TO FIRST QUARTER ENDED MARCH 27, 2005:

BUSINESS SUMMARY

Based upon circulation, we are the second largest newspaper company in the United States. We publish 32 daily newspapers in 29 U.S. markets with a readership of 8.1 million daily and 11.5 million Sunday. We are the leading newspaper in all of the markets we serve. We publish a growing portfolio of targeted publications and maintain investments in two newsprint companies.

Our growth for the first quarter of 2006 compared to the same period in 2005 resulted largely from acquisitions. To facilitate an analysis of operating results, the comparative analysis between the quarter ended March 26, 2006 and March 27, 2005 discussed below is on both a GAAP and pro forma basis. Pro forma means that results are presented as if The Idaho Statesman (Boise, ID), The Olympian (Olympia, WA), and The Bellingham Herald (Bellingham, WA), which were acquired on August, 29, 2005, were owned since the beginning of the period covered by the discussion (all other acquisitions during each of the periods covered were immaterial to our financial position and operating results). We use pro forma reporting of operating results in our internal financial reports because it enhances measurement of performance by permitting comparisons with prior historical data. We are providing this pro forma data as a supplement to our GAAP reporting of key financial results and benchmarks.

Income from continuing operations for the quarter ended March 26, 2006 was $28.4 million, down $28.7 million, or 50.3%, compared to the quarter ended March 27, 2005. Comparisons are not affected by the August 2005 divestiture of our operations in Detroit and Tallahassee, as the results of these two operations have been excluded from continuing operations. Total operating revenue was $739.9 million for the quarter ended March 26, 2006, an increase of $28.1 million, or 3.9%, compared to the same quarter of 2005. The revenue growth was primarily due to a $25.7 million increase in classified revenue and the addition of Boise, Olympia and Bellingham. Overall operating costs for the quarter rose $44.8 million, or 7.4%, compared to the same quarter in 2005. The increase in operating costs was primarily due to the acquisition of the three newspapers, stock-based compensation as a result of implementing FAS 123(R) and costs associated with the exploration of strategic alternatives.

Diluted earnings per share were $0.42 for the quarter ended March 26, 2006, compared with $0.79 per diluted share for the quarter ended March 27, 2005. Included in last year’s first quarter were income of $0.04 per diluted share for the discontinued operations of Detroit and Tallahassee and $0.10 per diluted share from the tax benefit of capital loss carry-forwards. Also

 

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included in the first quarter of 2006 were expenses of $0.06 per diluted share for fees associated with the evaluation of corporate strategic alternatives and $0.05 per diluted share for stock-based compensation as a result of implementing FAS 123(R). Earnings per diluted share from continuing operations for the quarter ended March 27, 2005, were $0.75, which included the aforementioned $0.10 per diluted share from the tax benefit of capital loss carry-forwards.

Advertising revenue represented 78.8% of total operating revenue. Retail, classified and national advertising revenue represented 43.3%, 41.8% and 14.9%, respectively, of total advertising revenue. Advertising revenue is determined by linage and rate. The advertising rate depends largely on our market reach, primarily through circulation, and competitive factors. Classified revenue is reported in four distinct categories: real estate, automotive, employment and other. Circulation revenue comprised 18.4% of total operating revenue. Circulation revenue is based on the number of copies sold and the subscription rate charged to customers.

The following table presents operating revenue from continuing operations and related statistics, on a GAAP basis for the quarter ended March 26, 2006 and March 27, 2005 (in thousands):

 

     Quarter Ended             
     March 26,
2006
   March 27,
2005
   Variance     %
Change
 

Operating revenue

          

Advertising

          

Retail

   $ 252,336    $ 245,462    $ 6,874     2.8  

National

     87,030      95,059      (8,029 )   (8.4 )

Classified

     243,295      217,558      25,737     11.8  
                        

Total

     582,661      558,079      24,582     4.4  

Circulation

     135,912      132,270      3,642     2.8  

Other

     21,315      21,426      (111 )   (0.5 )
                        

Total operating revenue

   $ 739,888    $ 711,775    $ 28,113     3.9  
                        

Average circulation

          

Daily

     3,297      3,325      (27 )   (0.8 )

Sunday

     4,271      4,310      (39 )   (0.9 )

Advertising linage (full-run)

          

Retail

     3,242.9      3,105.9      137.0     4.4  

National

     717.5      809.3      (91.8 )   (11.3 )

Classified

     4,600.6      4,229.5      371.1     8.8  
                        

Total

     8,561.0      8,144.7      416.3     5.1  
                        

Factored part-run linage

     591.5      582.1      9.4     1.6  

Total preprints inserted

     1,881.8      1,828.3      53.5     2.9  

 

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The following table summarizes operating costs from continuing operations, on a GAAP basis for the quarters ended March 26, 2006 and March 27, 2005 (in thousands):

 

     March 26,
2006
   March 27,
2005
   Variance    %
Change

Operating costs

           

Labor and employee benefits

   $ 324,161    $ 307,090    $ 17,071    5.6

Newsprint, ink and supplements

     106,994      96,393      10,601    11.0

Other operating costs

     192,961      179,529      13,432    7.5

Depreciation and amortization

     27,348      23,660      3,688    15.6
                       

Total operating costs

   $ 651,464    $ 606,672    $ 44,792    7.4
                       

The following two tables summarize pro forma financial information. Pro forma means that results are presented as if Boise, Olympia and Bellingham, which were acquired in August 2005, were owned since the beginning of the period covered by the discussion.

The first table presents operating revenue from continuing operations and related statistics, on a pro forma basis for the quarters ended March 26, 2006 and March 27, 2005 (in thousands):

 

     Quarter Ended             
     March 26,
2006
   March 27,
2005
   Variance     %
Change
 

Operating revenue

          

Advertising

          

Retail

   $ 252,336    $ 254,335    $ (1,999 )   (0.8 )

National

     87,030      95,663      (8,633 )   (9.0 )

Classified

     243,295      226,736      16,559     7.3  
                        

Total

     582,661      576,734      5,927     1.0  

Circulation

     135,912      137,505      (1,593 )   (1.2 )

Other

     21,315      21,684      (369 )   (1.7 )
                        

Total operating revenue

   $ 739,888    $ 735,923    $ 3,965     0.5  
                        

Average circulation

          

Daily

     3,297      3,446      (149 )   (4.3 )

Sunday

     4,271      4,468      (197 )   (4.4 )

Advertising linage (full-run)

          

Retail

     3,242.9      3,422.8      (179.9 )   (5.3 )

National

     717.5      824.8      (107.3 )   (13.0 )

Classified

     4,600.6      4554.6      46.0     1.0  
                        

Total

     8,561.0      8,802.2      (241.2 )   (2.7 )
                        

Factored part-run linage

     591.5      582.1      9.4     1.6  

Total preprints inserted

     1,881.8      1,828.3      53.5     2.9  

 

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The table below presents operating costs from continuing operations on a pro forma basis for the quarters ended March 26, 2006 and March 27, 2005 (in thousands):

 

     March 26,
2006
   March 27,
2005
   Variance   

%

Change

Operating costs

           

Labor and employee benefits

   $ 324,161    $ 316,481    $ 7,680    2.4

Newsprint, ink and supplements

     106,994      99,214      7,780    7.8

Other operating costs

     192,961      183,288      9,673    5.3

Depreciation and amortization

     27,348      25,845      1,503    5.8
                       

Total operating costs

   $ 651,464    $ 624,828    $ 26,636    4.3
                       

Operating Revenue

Total advertising revenue for the first quarter 2006 was $582.7 million, up $24.6 million, or 4.4% from the same quarter of 2005. Total operating revenue was $739.9 million, up $28.1 million, or 3.9%, from the same quarter last year. The growth in advertising revenue was due to the August 2005 purchase of the Boise, Olympia, and Bellingham newspapers and an increase in classified revenue. On a pro forma basis, total advertising revenue increased $5.9 million, or 1.0%, primarily due to a 7.3% increase in classified revenue. Also on a pro forma basis, total operating revenue increased 0.5%.

Retail advertising revenue increased $6.9 million, or 2.8%, in the first quarter of 2006 compared with the same quarter in 2005. The increase was primarily due to the acquisition of Boise, Olympia and Bellingham ($9.1 million of the total increase). In the quarter, retail was strong in San Jose, up 12.8%, but soft in Philadelphia, down 4.8%, Akron, down 4.2%, St. Paul, down 3.3% and Contra Costa, down 2.7%. The decrease was primarily due to declines from department stores, general merchandise and home electronics. On a pro forma basis, retail revenue was down $2.0 million, or 0.8%, due to a $13.0 million, or 10.2%, decrease in full run retail revenue, mostly offset by a $9.1 million, or 88.1%, increase in specialized publication revenue, a $1.7 million, or 2.2%, increase in retail preprint revenue and a $970,000, or 33.5%, increase in retail online revenue. The decline in full run retail revenue was due to an 8.4% decline in full run linage and a 2.0% decrease in the full run average rate.

National revenue was down $8.0 million, or 8.4%, in the first quarter of 2006 compared with the same period in 2005. National revenue was down in seven of the nine large markets in the quarter, with the largest decreases in Philadelphia, down 17.3%, San Jose, down 13.0%, and Miami, down 9.9%, partially offset by increases in St. Paul, up 7.0%, and Fort Worth, up 6.7%. The decrease was primarily due to declines from automotive, telecommunications, entertainment and travel. On a pro forma basis, national revenue decreased $8.6 million, or 9.0%, compared with the same period in 2005, due to a $7.6 million decrease in full run national revenue and a $1.7 million, or 13.0%, decrease in part run national revenue, slightly offset by a $1.2 million, or 41.0%, increase in national online revenue. The decrease in full run national revenue was due to a 13.0% decrease in full run linage, partially offset by a 3.4% increase in the full run average rate.

Classified revenue increased $25.7 million, or 11.8%, in the first quarter 2006 compared with the same period in 2005. Increases in real estate, up 27.6%, and employment, up 19.0%, were partially offset by a decrease in auto, down 8.3%. The increase in classified revenue was primarily due to the acquisition of Boise, Olympia and Bellingham ($9.6 million of the total

 

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increase), a $12.8 million increase in classified online revenue and a $6.8 million, or 105.7%, increase in classified targeted publication revenue. On a pro forma basis, total classified revenue increased $16.6 million, or 7.3%, primarily due to an $11.7 million, or 39.5%, increase in classified online revenue and a $6.8 million, or 105.7%, increase in classified specialized publication revenue.

On a pro forma basis, classified real-estate revenue increased $13.0 million, or 21.8%, due to increases in Contra Costa, up 64.0%, Miami, up 37.9%, Philadelphia, up 35.1% and San Jose, up 28.1%. Full run real estate revenue increased $8.8 million, or 20.6%, due to an 18.7% increase in linage and a 1.6% increase in the full run average rate. On a pro forma basis, classified employment revenue increased $10.9 million, or 14.5%, due to increases in St. Paul, up 42.2%, Miami, up 26.2%, and Fort Worth, up 25.6%. The increase in classified employment was mostly due to a $9.7 million, or 51.4%, increase in classified online employment revenue. On a pro forma basis, classified automotive revenue decreased $6.9 million, or 11.4%, due to decreases in Akron, down 40.1%, San Jose, down 23.7%, and Philadelphia, down 15.0%. The decrease in classified automotive revenue was due to an $8.8 million, or 20.6%, decrease in full run automotive revenue, partially offset by a $1.1 million, or 21.5%, increase in classified online automotive revenue. The decrease in full run automotive revenue was due to a 9.2% decrease in full run linage and a 9.5% decrease in the full run average rate.

Circulation revenue increased $3.6 million, or 2.8%, in the first quarter of 2006 compared to the same period in 2005, due to the acquisition of the Boise, Olympia, and Bellingham newspapers. Average daily and Sunday copies decreased 0.8% and 0.9%, respectively. The decrease in average daily circulation copies was due to declines in San Jose, Philadelphia, Fort Worth, Miami and Kansas City of 10.4%, 6.3%, 6.9%, 5.7% and 4.6%, respectively. The decrease in average Sunday circulation copies was due to declines in Miami, San Jose, Akron, Philadelphia, and Kansas City of 10.9%, 7.4%, 6.5%, 4.3% and 4.1%, respectively. On a pro forma basis, circulation revenue decreased $1.6 million, or 1.2%, with average daily and Sunday copies down 4.2% and 4.4%, respectively.

Other revenue decreased $112,000, or 0.5%, in the first quarter of 2006 compared to the same period in 2005, due to a decline in commercial print revenue, mostly offset by increases in book publishing, augmentation and alternate distribution revenue.

Operating Costs

Total operating costs increased $44.8 million, or 7.4%, in the first quarter of 2006 compared to the same period in 2005. On a pro forma basis, total operating costs increased $26.6 million, or 4.3% over the same period.

Labor and employee benefits increased $17.1 million, or 5.6%, in the first quarter of 2006 compared to the same period in 2005. Total labor expense increased $13.9 million, or 5.9%, due to a $6.7 million increase in salary expense as a result of the acquisition of the Boise, Olympia, and Bellingham newspapers and $5.0 million in share-based compensation as a result of implementing SFAS 123(R). Total employee benefits increased $3.1 million, or 4.3%, primarily due to a $3.9 million increase in pension expense. Total full time equivalent employees (FTEs) increased 2.2%, while the average rate per FTE increased 1.4%. On a pro forma basis and excluding stock-based compensation of $5.0 million, labor and employee benefits increased $2.7 million, or 0.8%, with labor cost increasing $1.7 million, or 0.7%, and benefits increasing $965,000 or 1.3%.

 

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Newsprint, ink and supplements increased $10.6 million, or 11.0%, in the first quarter of 2006 compared to the same period in 2005, due to a $3.0 million increase as a result of the acquisition of the Boise, Olympia, and Bellingham newspapers. In addition, there was a 12.2% increase in the average price per ton and a 15.0% increase in supplements, partially offset by a 5.8% decrease in tons consumed. On a pro forma basis, newsprint, ink and supplements increased $7.8 million, or 7.8%, primarily due to a 14.2% increase in the average price per ton and a 16.5% increase in supplements, partially offset by a 6.4% decrease in average tons consumed.

Other operating costs increased $13.4 million, or 7.5% in the first quarter of 2006 compared to the same quarter in 2005 due to a $4.5 million increase as a result of the acquisition of the Boise, Olympia, and Bellingham newspapers. In addition, there was a $3.2 million, or 4.0%, increase in circulation costs, a $1.4 million or 4.5%, increase in production costs and a $4.2 million, or 6.3%, increase in general and administrative costs. Circulation costs increased primarily due to a 3.7% increase in distribution expense and a 16.4% increase in postage and freight expense. Production costs increased due to a 22.7% increase in online cost of goods sold expense and a 21.5% increase in utilities expense. General and administrative costs increased due to a $5.9 million increase in professional fees, primarily related to our exploration of strategic alternatives. On a pro forma basis, and excluding $6 million related to the exploration of strategic alternatives, other operating costs increased $3.7 million, or 2.0% from the prior year due to a $3.3 million, or 4.6%, increase in circulation costs and a $1.7 million, or 5.0%, increase in production costs, partially offset by a $1.3 million, or 1.9%, decrease in general and administrative costs.

Depreciation and amortization increased $3.7 million, or 15.6%, in the first quarter of 2006 compared to the same quarter in 2005 due to an increase in depreciation for portions of the new Kansas City production plant and amortization expense related to the acquisition of Boise, Olympia and Bellingham.

In light of the pending Merger with McClatchy, we are not providing future guidance on operating results.

Other Non-Operating

Net interest expense increased $14.1 million, or 82.2%, the first quarter of 2006 compared to the same quarter in 2005 due to increases in the average debt outstanding and the weighted-average interest rate. Total debt at the end of the period was $2.069 billion, up $438 million from last year, but down $56.6 million from December 2005. Our weighted-average interest rate was 6.18% and 5.35% for the first quarter of 2006 and 2005, respectively.

Losses from equity investments increased $1.3 million compared to prior year, due to increased losses at SP Newsprint, ShopLocal and CareerBuilder, partially offset by an increase in earnings at the Seattle Times Company. The increase in losses at SP Newsprint related to higher energy costs and lower newsprint production.

Our effective tax rate for the first quarter was 37.4% compared to 26.6% in the same period in 2005. A $7.3 million reduction in tax expense was recorded in the first quarter of 2005 as a result of the tax benefit of capital loss carry-forwards.

 

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Liquidity and Capital Resources

Cash was $36.5 million at March 26, 2006, compared with $24.7 million at December 25, 2005 and $40.7 million at March 27, 2005. During the first quarter of 2006, cash flows from operating activities and proceeds from stock option exercises and employee stock purchases were used to reduce debt and to fund the payment of common stock dividends and the purchase of property, plant and equipment.

At March 26, 2006, working capital was $135.8 million, compared with $114.3 million at December 25, 2005. The increase in working capital was due to a $16.3 million decrease in accounts payable, a $29.7 million decrease in accrued compensation and withholdings, partially offset by a $14.5 million increase in income tax payable and an $18.3 million decrease in accounts receivable. The decrease in accounts receivable reflects the seasonal drop from the fourth quarter. The decrease in accrued compensation and withholdings and the increase in income tax payable were due to the timing of payments.

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 quarter ended March 26, 2006 was $516.7 million, with an average effective interest rate of 4.6%. On March 29, 2006, we requested two advances totaling $490 million from our $1 billion revolving credit agreement dated July 16, 2004. The first advance totaling $90 million is due on May 3, 2006 and the second advance totaling $400 million is due on July 3, 2006. The two advances bear interest at the respective LIBOR rate plus a spread. The spread is dependent upon our credit rating and was 60 basis points. The proceeds of the advances were received on April 3, 2006. The primary use of the advances was the repayment of outstanding commercial paper. Future advances and repayments of the revolving credit facility are possible and will depend on operating cash needs and cash flows.

As of March 26, 2006, our percentage of variable-rate borrowings was approximately 52%. 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 2007, 2009 and 2011, and effectively convert an aggregate principal amount of $600 million of fixed-rate long-term debt into variable-rate borrowings. The variable interest rates are based on the three- or six-month London InterBank Offering Rate (LIBOR) plus a rate spread. For the quarter ended March 26, 2006, the weighted-average variable interest rate under these agreements was 7.1% versus the weighted-average fixed rate of 7.8%. 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.

On March 29, 2006, Moody’s Investor Service downgraded the rating of our long-term debt from Baa1 to Baa3. On April 20, 2006, Moody’s again lowered the rating of our long-term debt from Baa3 to Ba1. On April 24, 2006, Standard & Poor’s lowered the rating on our senior unsecured debt from BBB+ to BBB. The downgrades by Moody’s and S&P were the result of the significant increase in leverage that will result from McClatchy’s intention to incur debt to finance the Merger. Our future ability to borrow funds and the interest rates on those funds could be adversely impacted by a further decline in our debt ratings and by negative conditions in the debt capital markets.

 

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During the quarter ended March 26, 2006, we did not repurchase any shares of Knight Ridder stock. As of March 26, 2006, we had remaining authorization to repurchase 3.5 million shares. Shares outstanding at the end of the first quarter 2006 were 67.6 million.

Our operations have historically generated strong positive cash flow that, along with our access to credit, including 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. We have discontinued issuing commercial paper as a result of the pending Merger.

 

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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 25, 2005.

On March 12, 2006, we entered into the Merger Agreement with McClatchy. Pursuant to the terms and subject to the conditions set forth in the Merger Agreement, Knight Ridder will merge with and into McClatchy, with McClatchy continuing as the surviving corporation after the Merger. The completion of the Merger is subject to various customary conditions, including obtaining the approval of Company shareholders and termination or expiration of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act. There can be no assurance that the Merger will be completed.

We had approximately $1.1 billion in floating rate debt obligations, including approximately $479 million in commercial paper, at March 26, 2006 that are subject to changes in the interest rate 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. On March 29, 2006, Moody’s Investor Service downgraded the rating of our long-term debt from Baa1 to Baa3. Additionally, on April 20, 2006, Moody’s lowered the rating of our long-term debt again to Ba1. The downgrade of our debt was the result of the significant increase in leverage that will result from McClatchy’s intention to incur debt to finance the Merger. Any further downgrade to our short- or long-term debt ratings could have a material impact on our interest expense and results of operations.

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 significant deficiencies or 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 period 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 period covered by this report.

 

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Management’s Report on Internal Control Over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rules 13a-15(f). Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on our evaluation under the framework in Internal Control — Integrated Framework, our management concluded that our internal control over financial reporting was effective as of March 26, 2006.

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

We did not repurchase any shares in the first quarter of 2006.

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: May 3, 2006  

/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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