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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 30, 2003
--------------
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 1-14541
----------------------------------------------------------
PULITZER INC.
(Exact name of registrant as specified in its charter)
----------------------------------------------------------
DELAWARE 43-1819711
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
900 NORTH TUCKER BOULEVARD, ST. LOUIS, MISSOURI 63101
(Address of principal executive offices)
(314) 340-8000
(Registrant's telephone number, including area code)
NO CHANGES
(Former name, former address and former fiscal year, if changed since last
report)
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 the number of shares outstanding of each of the issuer's classes
of common stock, as of the latest practicable date.
CLASS OUTSTANDING 5/12/03
- ------------------------------------ ---------------------------------
COMMON STOCK 9,556,927
CLASS B COMMON STOCK 11,834,692
Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Exchange Act).
YES /X / NO / /
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PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
PULITZER INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(UNAUDITED -- IN THOUSANDS, EXCEPT EARNINGS PER SHARE)
First Quarter Ended
-----------------------------
March 30, March 31,
2003 2002
---- ----
OPERATING REVENUES:
Advertising
Retail $ 27,208 $ 28,751
National 6,821 6,377
Classified 28,438 30,493
-------- ---------
Subtotal 62,467 65,621
Preprints 13,732 11,956
-------- ---------
Total advertising 76,199 77,577
Circulation 20,196 20,462
Other 1,837 2,004
-------- ---------
Total operating revenues 98,232 100,043
-------- ---------
OPERATING EXPENSES:
Payroll and other personnel expenses 45,355 44,673
Newsprint expense 10,205 10,810
Depreciation 3,682 3,733
Amortization 1,105 1,110
Other expenses 25,092 26,886
-------- ---------
Total operating expenses 85,439 87,212
-------- ---------
Equity in earnings of Tucson newspaper partnership 4,146 4,249
-------- ---------
Operating income 16,939 17,080
Interest income 935 1,001
Interest expense (5,458) (5,717)
Net loss on marketable securities and investments (750) (750)
Net other income (expense) 12 (59)
-------- ---------
INCOME BEFORE PROVISION FOR INCOME
TAXES 11,678 11,555
PROVISION FOR INCOME TAXES 4,325 4,454
MINORITY INTEREST IN NET EARNINGS OF
SUBSIDIARY 297 278
-------- ---------
NET INCOME $ 7,056 $ 6,823
======== =========
2
BASIC EARNINGS PER SHARE OF STOCK:
Earnings per share $ 0.33 $ 0.32
======== =========
Weighted average number of shares outstanding 21,346 21,234
======== =========
DILUTED EARNINGS PER SHARE OF STOCK:
Earnings per share $ 0.33 $ 0.32
======== =========
Weighted average number of shares outstanding 21,462 21,458
======== =========
See notes to consolidated financial statements
(Concluded)
3
PULITZER INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(UNAUDITED--- IN THOUSANDS)
First Quarter Ended
-------------------------
March 30, March 31,
2003 2002
---- ----
NET INCOME $ 7,056 $6,823
OTHER COMPREHENSIVE INCOME (LOSS),
NET OF TAX:
Unrealized holding gains on marketable
securities arising during the period 144 0
Realized gains arising during the period (25) 0
------- ------
Other comprehensive income items 119 0
------- ------
COMPREHENSIVE INCOME $ 7,175 $6,823
======= ======
See notes to consolidated financial statements.
4
PULITZER INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF FINANCIAL POSITION
(UNAUDITED--- IN THOUSANDS)
March 30, Dec. 29,
2003 2002
---- ----
ASSETS
CURRENT ASSETS:
Cash and cash equivalents $ 61,858 $ 81,517
Marketable securities 125,876 112,877
Trade accounts receivable (less allowance for doubtful
accounts of $3,689 and $4,004) 47,472 53,771
Inventory 6,633 6,165
Prepaid expenses and other 16,229 11,020
---------- ----------
Total current assets 258,068 265,350
---------- ----------
PROPERTIES:
Land 9,291 9,275
Buildings 68,349 66,932
Machinery and equipment 154,079 152,727
Construction in progress 6,952 6,142
---------- ----------
Total 238,671 235,076
Less accumulated depreciation 120,603 117,074
---------- ----------
Properties - net 118,068 118,002
---------- ----------
INTANGIBLE AND OTHER ASSETS:
Intangible assets - net of accumulated amortization 835,449 835,929
Restricted cash and investments 43,560 39,810
Other 29,734 28,155
---------- ----------
Total intangible and other assets 908,743 903,894
---------- ----------
TOTAL $1,284,879 $1,287,246
========== ==========
(Continued)
5
PULITZER INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF FINANCIAL POSITION
(UNAUDITED--- IN THOUSANDS, EXCEPT SHARE DATA)
March 30, Dec. 29,
2003 2002
---- ----
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Trade accounts payable $ 7,843 $ 9,419
Salaries, wages and commissions 11,681 15,708
Interest payable 4,560 3,893
Pension obligations 1,749 1,959
Dividends payable 3,844 0
Income taxes payable 4,124 398
Other 11,192 8,425
----------- -----------
Total current liabilities $ 44,993 $ 39,802
----------- -----------
LONG-TERM DEBT 306,000 306,000
----------- -----------
PENSION OBLIGATIONS 25,968 36,085
----------- -----------
POSTRETIREMENT AND POSTEMPLOYMENT
BENEFIT OBLIGATIONS 68,963 67,992
----------- -----------
OTHER LONG-TERM LIABILITIES 23,007 22,149
----------- -----------
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' EQUITY:
Preferred stock, $.01 par value; 100,000,000 shares authorized;
Issued and outstanding - none
Common stock, $.01 par value; 100,000,000 shares authorized;
Issued 9,521,246 in 2003 and 9,498,045 in 2002 95 95
Class B common stock, convertible, $.01 par value; 100,000,000
Shares authorized; issued - 11,835,242 in 2003 and 2002 118 118
Additional paid-in capital 376,154 374,937
Retained earnings 450,026 450,653
Accumulated other comprehensive loss (10,244) (10,363)
----------- -----------
Total 816,149 815,440
Unamortized restricted stock (187) (208)
Treasury stock - at cost; 330 shares of common
stock in 2003 and 2002, and 0 shares of
Class B common stock in 2003 and 2002 (14) (14)
----------- -----------
Total stockholders' equity 815,948 815,218
----------- -----------
TOTAL $ 1,284,879 $ 1,287,246
----------- -----------
(Concluded)
See notes to consolidated financial statements.
6
PULITZER INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED--- IN THOUSANDS)
First Quarter Ended
------------------------------
March 30, March 31,
2003 2002
---- ----
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income $ 7,056 $ 6,823
Adjustments to reconcile net income to net cash provided by
Operating activities:
Depreciation 3,682 3,733
Amortization 1,105 1,110
(Gain) / Loss on sale of assets (25) 0
Changes in current assets and liabilities (net of the effects of the
purchase and sale of properties) which provided (used) cash:
Trade accounts receivable 6,299 1,232
Inventory (468) 653
Other assets (4,530) (4,817)
Trade accounts payable and accrued expenses (2,168) (3,414)
Current portion of pension, postretirement & other
Liabilities 1,564 (5,079)
Income taxes receivable/payable 4,430 5,600
-------- ---------
NET CASH FROM OPERATING ACTIVITIES 16,945 5,841
-------- ---------
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures (3,748) (6,917)
Purchase of newspaper properties and distribution businesses,
net of cash acquired (625) (4,188)
Purchases of marketable securities (68,237) 0
Sales of marketable securities 55,032 0
Investment in joint ventures and limited partnerships (1,534) (652)
Increase in restricted cash and investments (3,750) (3,750)
Discretionary funding of retirement obligations (10,837) (18,097)
-------- ---------
NET CASH FROM INVESTING ACTIVITIES (33,699) (33,604)
CASH FLOWS FROM FINANCING ACTIVITIES:
Dividends paid (3,840) (3,714)
Proceeds from exercise of stock options 711 1,542
Proceeds from employee stock purchase plan 224 459
Purchase of treasury stock 0 (143)
-------- ---------
NET CASH FROM FINANCING ACTIVITIES (2,905) (1,856)
-------- ---------
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS (19,659) (29,619)
CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR 81,517 193,739
-------- ---------
CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 61,858 $ 164,120
======== =========
7
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid (received) during the period for:
Interest paid $ 4,649 $ 5,717
Interest received (804) (1,088)
Income taxes paid 23 4
Income tax refunds (126) (1,064)
SUPPLEMENTAL DISCLOSURE OF NONCASH INVESTING
AND FINANCING ACTIVITIES:
Increase in dividends payable and decrease in retained earnings $ 3,844 $ 3,719
See notes to consolidated financial statements.
(Concluded)
8
PULITZER INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Pulitzer Inc. (the "Company") reports on a fiscal year ending the last Sunday in
the calendar year. In 2003, the Company's fiscal year began on December 30, 2002
and will end on December 28, 2003. For fiscal 2002, the Company's fiscal year
began on December 31, 2001 and ended on December 29, 2002.
Basis of Consolidation - The consolidated financial statements include the
accounts of the Company and its subsidiary companies, all of which are
wholly-owned except for the Company's 95 percent interest in the results of
operations of the St. Louis Post-Dispatch LLC and STL Distribution Services LLC,
and 50 percent interest in the result of operations of the Tucson Newspaper
Agency ("TNI"). All significant intercompany transactions have been eliminated
from the consolidated financial statements.
Revenue Recognition - Advertising revenue is recognized when ads are published,
online or in print. Circulation revenue is recognized when the newspaper is
delivered to the customer. Other revenue is recognized when the product or
service has been delivered.
Inventory Valuation - Inventory, which consists primarily of newsprint, is
stated at the lower of cost or market. In fiscal 2002 the Company changed its
method of determining the cost of newsprint inventories from the last-in,
first-out ("LIFO") method to the first-in, first-out ("FIFO") method. The
Company believes that the FIFO method better measures the current value of such
inventories and provides a more appropriate matching of revenues and expenses.
The effect of this change was immaterial to the consolidated financial results
of the prior reporting periods of the Company and therefore did not require
retroactive restatement of the results for those periods.
Interim Adjustments - In the opinion of management, the accompanying unaudited
consolidated financial statements contain all adjustments, consisting only of
normal recurring adjustments, necessary to present fairly the Company's
consolidated financial position as of March 30, 2003 and March 31, 2002 and the
results of operations and cash flows for the three-month periods ended March 30,
2003 and March 31, 2002. These consolidated financial statements should be read
in conjunction with the audited consolidated financial statements and related
notes thereto included in the Company's Annual Report on Form 10-K for the
fiscal year ended December 29, 2002. Consolidated results of operations and cash
flows for interim periods are not necessarily indicative of the results to be
expected for the full year.
Earnings Per Share of Stock - Basic earnings per share of stock is computed
using the weighted average number of common and Class B common shares
outstanding during the applicable period. Diluted earnings per share of stock is
computed using the weighted average number of common and Class B common shares
outstanding and common stock equivalents (primarily outstanding stock options).
Weighted average shares used in the calculation of basic and diluted earnings
per share are summarized as follows:
First Quarter Ended
------------------------
March 30, March 31,
2003 2002
---- ----
(In thousands)
Weighted average shares outstanding (Basic EPS) 21,346 21,234
Common stock equivalents 116 224
------ ------
Weighted average shares outstanding and
Common stock equivalents (Diluted EPS) 21,462 21,458
====== ======
Common stock equivalents included in the diluted earnings per share calculation
were determined using the treasury stock method. Under the treasury stock
method, outstanding stock options are dilutive when the average market price of
the Company's common stock exceeds the option exercise price during a period. In
addition, proceeds from the assumed exercise of dilutive options along with the
related tax benefit are assumed to be used to repurchase common shares at the
average market price of such stock during the period.
9
Financing Arrangements - In 2001 and 2002 the Company entered into interest rate
swap contracts to convert a portion of the Company's fixed interest rate cost to
a variable rate. In 2002 the Company terminated interest rate swap contracts
totaling $75.0 million in exchange for a cash payment of $5.0 million. The
remaining $75.0 million interest rate swap is designated as a fair-value hedge.
The Company continues to employ the shortcut method on the remaining interest
rate swap. The Company initially recognized the $5.0 million cash receipt,
representing the increased fair value of the long-term debt at the date of the
swap terminations, as an increase in long-term liabilities with subsequent,
ratable amortization as a reduction of interest expense over the remaining life
of the original interest rate swap. As of March 30, 2003, approximately 24.5
percent of the Company's long-term interest cost is subject to variable rates
compared to approximately 16.3 percent at the end of the first quarter of 2002.
New Accounting Pronouncements - In July 2001 the Financial Accounting Standards
Board issued Statement of Financial Accounting Standards ("SFAS") No. 141,
Business Combinations ("SFAS No. 141") and SFAS No. 142, Goodwill and Other
Intangible Assets. SFAS No. 141 requires that all business combinations be
accounted for under the purchase method. The statement further requires separate
recognition of intangible assets that meet certain criteria. The statement
applies to all business combinations initiated after June 30, 2001. The adoption
of SFAS No. 141 did not have a material impact on the results of operations,
financial position or liquidity of the Company.
In 2002 the Company adopted SFAS No. 142, which requires that an intangible
asset that is acquired shall be initially recognized and measured based on its
fair value. The statement also provides that goodwill and other indefinite lived
intangible assets should not be amortized, but shall be tested for impairment
annually, or more frequently if circumstances indicate potential impairment,
through a comparison of fair value to their carrying amount.
SFAS No. 142, among other things, eliminates the amortization of goodwill and
certain identified intangible assets. The Company will test intangible assets,
including goodwill, that are not subject to amortization for impairment
annually, or more frequently if events or changes in circumstances indicate that
the asset might be impaired, using a two step impairment assessment. The first
step of the impairment test identifies potential impairment and compares the
fair value with its carrying amount, including goodwill. The Company evaluates
impairment at each of its St. Louis, Pulitzer Newspapers, Inc. ("PNI"), and
Tucson reporting units. If the fair value exceeds the carrying amount, goodwill
is not considered impaired, and the second step of the impairment test is not
necessary. If the carrying amount exceeds its fair value, the second step of the
impairment test shall be performed to measure the amount of impairment loss, if
any. In accordance with the transition provisions of SFAS No. 142, the Company
conducted the first step of impairment tests as of the beginning of its 2002
fiscal year and performed subsequent annual impairment tests. The Company
assessed the fair value by considering each reporting units' expected future
cash flows, recent purchase prices paid for entities within its industry, and
the Company's market capitalization. The Company's discounted cash flow
evaluation utilizes a discount rate that corresponds to the Company's weighted
average cost of capital. Given consideration of these factors, the Company
concluded that the fair value of each reporting unit exceeded the carrying
amounts of its net assets and, accordingly, no impairment loss was recognized.
Subsequent impairments, if any, would be classified as an operating expense.
Upon adoption of SFAS No. 142, the transition provisions of SFAS No. 141 also
became effective. These transition provisions specify criteria for determining
whether an acquired intangible asset should be recognized separately from
goodwill. Intangible assets that meet certain criteria will qualify for
recording on the balance sheet and will be amortized in the income statement.
Such intangible assets will be subject to a periodic impairment test based on
estimated fair value. At the beginning of the Company's 2002 fiscal year, in
accordance with provisions of SFAS No. 142, the Company reclassified the net
carrying value of certain intangible assets in the amount of $41.0 million to
goodwill.
In November 2002 FASB issued Financial Interpretation ("FIN") No. 45, Guarantors
Accounting and Disclosure Requirements for Guarantees, Including Indirect
Guarantees of Indebtedness of Others. FIN No. 45 requires a guarantor to
recognize, at the inception of the guarantee, a liability for the fair value of
the obligation undertaken in issuing the guarantee. It also provides additional
guidance on the disclosure of the guarantees. The recognition and measurement
provisions are effective for guarantees made or modified after December 31,
2002. The disclosure provisions are effective for fiscal periods ending after
December 15, 2002, and have been implemented herein. The Company adopted the
measurement provisions of FIN 45 as required in 2003 and it did not have a
material impact on the consolidated financial statements.
10
In January 2003 FASB issued FIN No. 46, Consolidation of Variable Interest
Entities. FIN No. 46 provides guidance surrounding consolidation based on
controlling financial interest and provides new quantitative guidelines to
various variable interest entities as defined in the statement. The
interpretation applies immediately to variable interest entities created after
January 31, 2003, and in the first fiscal year or interim period beginning after
June 15, 2003 to variable interest entities acquired before February 1, 2003.
Although the Company has not finalized its analysis of FIN No. 46, the Company
does not believe it will be required to consolidate or disclose any information
related to variable interest entities.
In December 2002 the FASB issued SFAS No. 148, Accounting for Stock-Based
Compensation - Transition and Disclosure. This pronouncement amends FASB
Statement No. 123, Accounting for Stock-Based Compensation,("SFAS No. 123") to
provide alternative methods of transition for a voluntary change to the fair
value based method of accounting for stock-based employee compensation. In
addition, this Statement amends the disclosure requirements of SFAS No. 123 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. The required disclosures are
included below.
Stock-Based Employee Compensation - The Company accounts for its stock-based
employee compensation plans under the recognition and measurement principles of
Accounting Principles Board Opinion No. 25, Accounting for Stock Issued to
Employees, and related interpretations. No stock-based employee compensation
cost is reflected in net income for stock options granted, as options granted
under those plans had an exercise price equal to the market value of the
underlying common stock on the date of grant. The following table illustrates
the effect on net income and earnings per share if the Company had applied the
fair value recognition provisions of SFAS No. 123, to stock-based employee
compensation.
Quarter Ended
---------------------------------------
March 30, March 31,
2003 2002
---- ----
(In thousands, except earnings per share)
Net income, as reported $ 7,056 $ 6,823
Deduct: Total stock-based employee compensation
expense determined under fair value based method
for all awards, net of related tax effects $ 1,047 $ 1,414
--------- ---------
Net income, pro forma $ 6,009 $ 5,409
Basic earnings per common share
As reported $ 0.33 $ 0.32
Pro forma $ 0.28 $ 0.26
Diluted earnings per common share
As reported $ 0.33 $ 0.32
Pro forma $ 0.28 $ 0.25
Use of Estimates - The preparation of financial statements in conformity with
accounting principles generally accepted in the United States of America
requires management to make estimates and assumptions that affect the reported
amounts of assets and liabilities and disclosure of contingent assets and
liabilities at the date of the financial statements and reported amounts of
revenues and expenses during the reporting period. Actual results may differ
from those estimates.
Reclassifications - Certain reclassifications have been made to the 2002
consolidated financial statements to conform with the presentation made in 2003.
2. TUCSON NEWSPAPER PARTNERSHIP
In Tucson, Arizona, a separate partnership, TNI Partners ("TNI"), acting as
agent for the Arizona Daily Star (the "Star", a newspaper owned by the Company)
and the Tucson Citizen (the "Citizen", a newspaper owned by Gannett Co., Inc.,
"Gannett"), is responsible for printing, delivery, advertising, and circulation
of
11
the Star and the Citizen. TNI collects all of the receipts and income relating
to the Star and the Citizen and pays all operating expenses incident to the
partnership's operations and publication of the newspapers, including the news
and editorial costs of each newspaper. Each newspaper is solely responsible for
its own news and editorial content. Net pre-tax income or loss of TNI is
allocated equally to the Star and the Citizen. The Company's 50 percent share of
TNI's operating results is presented as a single component of operating income
in the accompanying consolidated statements of income.
Summarized financial information for TNI is as follows:
March 30, Dec. 29,
2003 2002
---- ----
(in thousands)
Current assets $16,061 $17,102
Current liabilities $7,314 $8,582
Partners' equity $8,747 $8,520
First Quarter Ended
--------------------------
March 30, March 31,
2003 2002
---- ----
(In thousands)
Operating revenues $27,480 $26,338
Operating income $ 8,292 $ 8,498
Company's share of operating income
before depreciation, amortization, and
general and administrative expense (1) $ 4,146 $ 4,249
(1) The Company's share of Star depreciation, amortization, and general and
administrative expenses are reported as operating expenses on the Company's
consolidated statements of income. In aggregate, these amounts totaled $657,000
and $691,000 for the first quarter of 2003 and 2002, respectively.
3. ACQUISITION AND DISPOSITION OF PROPERTIES
In the first quarter of 2003 and 2002, the Company acquired businesses,
principally those focused on distribution operations in St. Louis, totaling $0.6
million and $4.2 million, respectively. Pro forma results of these acquisitions
were not material.
4. GOODWILL AND OTHER INTANGIBLE ASSETS
Changes in the carrying amounts of goodwill and intangible assets for the
Company for the three months ended March 30, 2003 were as follows:
(In thousands)
OTHER
INTANGIBLE
GOODWILL ASSETS
-------- ------
Balance at December 29, 2002 $797,719 $ 38,210
Additions during the period 625 0
Amortization expense 0 (1,105)
-------- --------
Balance at March 30, 2003 $798,344 $ 37,105
======== ========
12
Other intangible assets at March 30, 2003 and December 29, 2002 were as
follows:
(In thousands)
ACCUMULATED NET
COST AMORTIZATION COST
---- ------------ ----
March 30, 2003
Other intangible assets:
Advertising base $31,816 $ 6,306 $25,510
Subscriber lists 22,024 12,043 9,981
Non-compete agreements and other
long-term pension assets 6,084 4,470 1,614
------- ------- -------
Total other intangible assets $59,924 $22,819 $37,105
======= ======= =======
December 29, 2002
Other intangible assets:
Advertising base 31,816 5,928 25,888
Subscriber lists 22,024 11,387 10,637
Non-compete agreements and other
long-term pension assets 6,084 4,399 1,685
------- ------- -------
Total other intangible assets $59,924 $21,714 $38,210
======= ======= =======
Pretax amortization expense of other intangible assets for the first quarter
ended March 30, 2003 was $1.1 million and over the next five years is estimated
to be: $4.4 million for 2003 and 2004, $4.3 million for 2005, $4.1 million for
2006, $2.2 million for 2007, and $1.7 million for 2008.
5. COMMITMENTS AND CONTINGENCIES
CAPITAL COMMITMENTS
As of March 30, 2003, the Company and its subsidiaries had construction and
equipment commitments of approximately $4.6 million.
INVESTMENT COMMITMENTS
As of March 30, 2003, the Company had an unfunded capital contribution
commitment of approximately $7.6 million related to its investment in a limited
partnership, not associated with or involved in the Company's operations.
TAX CONTINGENCY
Pursuant to an Amended and Restated Agreement and Plan of Merger, dated as of
May 25, 1998 (the "Merger Agreement"), by and among Pulitzer Publishing Company
("Old Pulitzer"), the Company and Hearst-Argyle Television, Inc.
("Hearst-Argyle") on March 18, 1999, Hearst-Argyle acquired, through the merger
(the "Merger") of Old Pulitzer with and into Hearst-Argyle, Old Pulitzer's
television and radio broadcasting operations (collectively, the "Broadcasting
Business") in exchange for the issuance to Old Pulitzer's stockholders of
37,096,774 shares of Hearst-Argyle's Series A common stock. Old Pulitzer's
Broadcasting Business consisted of nine network-affiliated television stations
and five radio stations owned and operated by Pulitzer Broadcasting Company and
its wholly-owned subsidiaries. Prior to the Merger, Old Pulitzer's newspaper
publishing and related new media businesses were contributed to the Company in a
tax-free "spin-off" to Old Pulitzer stockholders (the "Spin-off"). The Merger
and Spin-off are collectively referred to as the "Broadcast Transaction."
In October, 2001 the Internal Revenue Service ("IRS") formally proposed that Old
Pulitzer's taxable income for the tax year ended March 18, 1999 be increased by
approximately $80.4 million based on the assertion that Old Pulitzer was
required to recognize a taxable gain in that amount as a result of the Spin-off.
The Company is obligated under the Merger Agreement to indemnify Hearst-Argyle
against any tax liability attributable to the Spin-off and has the right to
control any proceedings relating to the determination of such tax liability.
The Company does not believe that Old Pulitzer realized any taxable gain in
connection with the Spin-off and has contested the IRS' proposed increase in a
formal written protest filed with the Appeals Office of the IRS in January,
2002. While there can be no assurance that the Company will completely prevail
in its position, it believes that the IRS' position is not supported by the
facts or applicable legal authorities and intends to vigorously contest the IRS'
determination. It thus has not accrued any liability in connection with
13
this matter. If the IRS were completely successful in its proposed adjustment,
the Company's indemnification obligation would be approximately $29.3 million,
plus applicable interest, and any indemnification payment would be recorded as
an adjustment to additional paid-in capital.
On August 30, 2002, the Company, on behalf of Old Pulitzer, filed with the IRS
amended federal corporate income tax returns for the years ended December 1997
and 1998 and March 1999 in which refunds of tax in the aggregate amount of
approximately $8.1 million, plus interest, were claimed. These refund claims
were based on the Company's contention that Old Pulitzer was entitled to deduct
certain fees and expenses which it had not previously deducted and which Old
Pulitzer had incurred in connection with its investigation of several strategic
alternatives and potential transactions prior to its decision to proceed with
the Broadcast Transaction in March 1999. Under the Merger Agreement, the Company
is entitled to any amounts recovered from the IRS as a result of these refund
claims, although there can be no assurance that the IRS will approve all or any
portion of these refund claims. Pending IRS review, no receivable has been
recognized in connection with these refund claims. Any funds received for income
tax refunds would be recorded as an adjustment to additional paid-in-capital.
PD LLC Operating Agreement Contingency
On May 1, 2000, the Company and The Herald Company, Inc. ("Herald") completed
the transfer of their respective interests in the assets and operations of the
Post-Dispatch and certain related businesses to a new joint venture (the
"Venture"), known as PD LLC. The Company controls and manages PD LLC. Under the
terms of the operating agreement governing PD LLC (the "Operating Agreement"),
the Company holds a 95 percent interest in the results of operations of PD LLC
and Herald holds a 5 percent interest. Herald's 5 percent interest is reported
as "Minority Interest in Net Earnings of Subsidiary" in the consolidated
statements of income for 2003 and 2002. Also, under the terms of the Operating
Agreement, Herald received on May 1, 2000 a cash distribution of $306.0 million
from PD LLC. This distribution was financed by a $306.0 million borrowing by PD
LLC ("Loan"). The Company's entry into the Venture was treated as a purchase for
accounting purposes.
During the first ten years of its term, PD LLC is restricted from making
distributions (except under specified circumstances), capital expenditures and
member loan repayments unless it has set aside out of its cash flow a reserve
equal to the product of $15.0 million and the number of years since May 1, 2000,
but not in excess of $150.0 million (the "Reserve"). PD LLC is not required to
maintain the Reserve after May 1, 2010. On May 1, 2010, Herald will have a
one-time right to require PD LLC to redeem Herald's interest in PD LLC, together
with Herald's interest, if any, in another limited liability company in which
the Company is the managing member and which is engaged in the business of
delivering publications and products in the greater St. Louis metropolitan area
("DS LLC"). The redemption price for Herald's interest will be determined
pursuant to a formula yielding an amount which will result in the present value
to May 1, 2000 of the after-tax cash flows to Herald (based on certain
assumptions) from PD LLC, including the initial distribution and the special
distribution described below, if any, and from DS LLC, being equal to $275.0
million. Should Herald exercise its option, payment of this redemption price is
expected to be made out of available cash resources (including the Reserve) or
new debt offerings. In the event that PD LLC has an increase in the tax basis of
its assets as a result of Herald's recognizing taxable income from certain
transactions effected under the agreement governing the contributions of the
Company and Herald to PD LLC and the Operating Agreement or from the
transactions effected in connection with the organization of DS LLC, Herald
generally will be entitled to receive a special distribution from PD LLC in an
amount that corresponds, approximately, to the present value after-tax benefit
to the members of PD LLC of the tax basis increase. Upon the termination of PD
LLC and DS LLC, which will be on May 1, 2015 (unless Herald exercises the
redemption right described above), Herald will be entitled to the liquidation
value of its interest in PD LLC and DS LLC. The Company may purchase Herald's
interest at that time for an amount equal to what Herald would be entitled to
receive on liquidation of PD LLC and DS LLC. That amount will be equal to the
amount of its capital accounts, after allocating the gain or loss that would
result from a cash sale of PD LLC's and DS LLC's assets for their fair market
value at that time. Herald's share of such gain or loss generally will be 5
percent, but will be reduced (but not below 1 percent) to the extent that the
present value to May 1, 2000 of the after-tax cash flows to Herald from PD LLC
and from DS LLC, including the initial distribution, the special distribution
described above, if any, and the liquidation amount (based on certain
assumptions), exceeds $325.0 million.
LEGAL CONTINGENCIES
In February 1998 a group of independent newspaper dealers engaged in the
business of reselling the Post-Dispatch in vending machines and to retail
establishments filed suit against the Company in the Missouri
14
Circuit Court, Twenty-Second Judicial Circuit (St. Louis City). The court has
now dismissed all six counts in the suit. The court had previously dismissed
four of the six counts. On April 4, 2003, the court granted the Company's
amended motion for summary judgment and entered a judgment in favor of the
Company on the two remaining counts in the suit. In the remaining counts, the
plaintiffs had alleged that the Company's actions tortiously interfered with
their business expectancy of being able to sell their branches, and constituted
malicious trespass on their intangible property by, among other things,
allegedly reducing the value of their routes. The plaintiffs had requested
punitive damages with respect to the tortious interference count and statutory
double damages if they should prevail on the malicious trespass count. While the
suit has now been resolved entirely in the Company's favor by the Missouri
Circuit Court, the plaintiffs indicated that they intend to file a notice of
appeal with the Missouri Court of Appeals. While the ultimate outcome of
litigation cannot be predicted with certainty, management, based on its
understanding of the facts, does not believe the ultimate resolution of this
suit will have a materially adverse effect on the Company's consolidated
financial position. However, depending upon the period of resolution, such
effect could be material to the consolidated financial results of an individual
period.
The Company has been involved, from time to time, in various claims and lawsuits
incidental to the ordinary course of its business, including such matters as
libel, slander and defamation actions, complaints alleging discrimination, and
product distribution practices. While the ultimate outcome of litigation cannot
be predicted with certainty, management, based on its understanding of the
facts, does not believe the ultimate resolution of these matters will have a
materially adverse effect on the Company's consolidated financial position or
results of operations. However, depending upon the period of resolution, such
effect could be material to the consolidated financial results of an individual
period.
6. OPERATING REVENUES
The Company's consolidated operating revenues consist of the following:
First Quarter Ended
--------------------------
March 30, March 31,
2003 2002
---- ----
(in thousands)
Combined St. Louis operations $70,949 $ 72,469
Pulitzer Newspapers, Inc. 27,283 27,574
------- --------
Total $98,232 $100,043
======= ========
* * * * * *
15
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
Statements in this Quarterly Report on Form 10-Q concerning the Company's
business outlook or future economic performance, anticipated profitability,
revenues, expenses or other financial items, together with other statements that
are not historical facts, are "forward-looking statements" as that term is
defined under the Federal Securities Laws. Forward-looking statements are
subject to risks, uncertainties and other factors which could cause actual
results to differ materially from those stated in such statements. Such risks,
uncertainties and other factors include, but are not limited to, industry
cyclicality, the seasonal nature of the business, changes in pricing or other
actions by competitors or suppliers (including newsprint), outcome of labor
negotiations, capital or similar requirements, and general economic conditions,
any of which may impact advertising and circulation revenues and various types
of expenses, as well as other risks detailed in the Company's filings with the
Securities and Exchange Commission including this Quarterly Report on Form 10-Q.
Although the Company believes that the expectations reflected in
"forward-looking statements" are reasonable, it cannot guarantee future results,
levels of activity, performance or achievements. Accordingly, investors are
cautioned not to place undue reliance on any such "forward-looking statements,"
and the Company disclaims any obligation to update the information contained
herein or to publicly announce the result of any revisions to such
"forward-looking statements" to reflect future events or developments.
GENERAL
Pulitzer Inc. (together with its subsidiaries, the "Company") is a newspaper
publishing company with integrated Internet operations in 14 markets, the
largest of which is St. Louis, Missouri. For the first quarter 2003, the
Company's combined St. Louis operations contributed approximately 63 percent of
total revenue, including revenue associated with the Company's operations in
Tucson, Arizona.
Pulitzer Inc. is the successor to the company founded by the first Joseph
Pulitzer in 1878 to publish the original St. Louis Post-Dispatch (the
"Post-Dispatch"). The Company and its predecessors have operated continuously
since 1878 under the direction of the Pulitzer family. Michael E. Pulitzer, a
grandson of the founder, currently serves as Chairman of the Board of the
Company.
The Company is engaged in newspaper publishing with integrated new media
businesses. Its newspaper operations include operations in St. Louis, Missouri,
where the Company publishes the Post-Dispatch, the only major daily newspaper
serving the greater St. Louis metropolitan area, and in Tucson, Arizona, where
the Company publishes the Arizona Daily Star (the "Star"). In Tucson, the
Company shares, on an equal basis, the combined results of the Star and the
Tucson Citizen, published by Gannett Co., Inc. ("Gannett").
The Post-Dispatch had an average daily circulation of approximately 287,000 for
the first quarter of 2003 compared to an average daily circulation of
approximately 291,000 for the first quarter of 2002. In Tucson, the combined
daily circulation of the Star and the Citizen was approximately 148,000 for the
first quarter of 2003 and 2002.
The Company's wholly owned subsidiary Pulitzer Newspapers, Inc. ("PNI")
publishes 12 dailies with integrated Internet operations that serve markets in
the Midwest, Southwest and West, as well as a number of weekly and bi-weekly
publications (the "PNI Group"). The PNI Group's 12 daily newspapers had a
combined average daily circulation of approximately 189,000 for the first
quarter of 2003, about the same as in the first quarter of 2002.
The Company owns and operates electronic news, information and communication Web
sites in each of its markets, including STLtoday.com, the preeminent local
Internet site in St. Louis, and, in partnership with Gannett, azstarnet.com, one
of Tucson's leading local Internet sites.
The Company's operating revenues are significantly influenced by a number of
factors, including overall advertising expenditures, the appeal of newspapers in
comparison to other forms of advertising, the performance of the Company in
comparison to its competitors in specific markets, the strength of the national
economy and general economic conditions and population growth in the markets
served by the Company.
16
The Company's business tends to be seasonal, with peak revenues and profits
generally occurring in the fourth and, to a lesser extent, second quarters of
each year as a result of increased advertising activity during the Christmas and
spring holiday periods. The first quarter is historically the weakest quarter
for revenues and profits.
ACQUISITION AND DISPOSITION OF BUSINESSES
In the first quarter of 2003 and 2002, the Company acquired businesses,
principally those focused on distribution operations in St. Louis, totaling $0.6
million and $4.2 million, respectively.
CRITICAL ACCOUNTING POLICIES
The process of preparing financial statements requires management to make
estimates and judgments that affect the carrying values of the Company's assets
and liabilities as well as recognition of revenues and expenses. These estimates
and judgments are based on the Company's historical experience, actuarial
assumptions and its understanding of current facts and circumstances. Certain of
the Company's accounting policies are considered critical, as these policies are
important to the presentation of the Company's financial statements and require
significant or complex judgment by management.
Management has identified the allowance for doubtful accounts associated with
trade accounts receivable, the liability for both unpaid and unreported medical
and workers compensation claims, and the liability for pension and
postretirement and postemployment benefit obligations as critical accounting
policies as a result of the judgment involved in the use of estimates.
The Company evaluates its allowance for doubtful trade accounts receivable based
on customers' credit history, payment trends and other economic factors to the
extent available. It is possible that reported results could be different based
upon changes in economic conditions that could impact creditors' ability to pay.
The Company evaluates its liability for unpaid and unreported medical and
workers compensation claims based on historical payment trends and
administration costs. The Company uses actuarial assumptions to calculate
estimated future claim costs based on historical trends. Reported results could
be different if historical trends differ from actual payment results.
The Company evaluates its liability for pension and postretirement and
postemployment benefit plans based upon estimates and actuarial assumptions of
future plan service costs, future interest costs on projected benefit
obligations, rates of compensation increases, employee turnover rates,
anticipated mortality rates, expected investment returns on plan assets, asset
allocation assumptions of plan assets, and other factors. If management used
different estimates and assumptions regarding these plans, the funded status of
the plans could vary significantly and the Company could recognize different
amounts of expense from the amounts reported over future periods.
The Company has identified its adoption of Statement of Financial Accounting
Standards ("SFAS") No. 142, Goodwill and Other Intangible Assets, as a critical
accounting policy having material impact on the Company's financial
presentation. SFAS No. 142 requires that an intangible asset that is acquired
shall be initially recognized and measured based on its fair value. The
statement also provides that goodwill and other indefinite-lived intangible
assets should not be amortized, but shall be tested for impairment annually, or
more frequently if circumstances indicate potential impairment, through a
comparison of fair value to their carrying amount. No impairment was recognized
as a result of the impairment testing of goodwill and other indefinite-lived
assets conducted by the Company upon adoption of SFAS No. 142 in January 2002.
An annual impairment test was subsequently performed and indicated that the fair
value exceeded the carrying amount of goodwill. Subsequent impairments, if any,
would be classified as an operating expense.
FIRST QUARTER ENDED MARCH 30, 2003 COMPARED WITH 2002
SUMMARY
First quarter 2003 net income was $7.1 million, or $0.33 per diluted share,
compared to $6.8 million, or $0.32 per diluted share, in the prior year.
First quarter 2003 operating income decreased to $16.9 million from $17.1
million in the prior year. The decrease in operating income was due,
principally, to decreased retail and classified advertising revenue,
17
partially offset by increased national and preprint revenue, and lower operating
expenses. First quarter advertising revenues were affected by advertiser
caution, in part, related to the Iraqi conflict, the movement from March to
April of the Easter holiday and the absence of approximately $1.0 million in
combined revenue in St. Louis and Provo, Utah related to the Ram's Super Bowl
appearance and the Winter Olympics in early 2002.
REVENUE
Revenues from continuing operations for the quarter ended March 30, 2003
decreased 1.8 percent, to $98.2 million from $100.0 million in 2002. First
quarter advertising revenues decreased 1.8 percent, to $76.2 million from $77.6
million in 2002. Advertiser caution, in part, related to the war and the
movement from March to April of the Easter holiday slowed advertiser spending
towards the end of the quarter. Retail advertising revenue decreased 5.4
percent, to $27.2 million from $28.8 million in 2002. The decrease was caused by
declines in the major department store, financial, and furniture categories,
particularly in St. Louis, and the absence of 2002 Super Bowl and Winter Olympic
advertising revenue.
First quarter national advertising increased 7.0 percent, to $6.8 million from
$6.4 million in 2002 due to increased advertising in the telecommunication
category offset by weakness in pharmaceuticals. Classified revenue decreased 6.7
percent to $28.4 million from $30.5 million due to weakness in automotive and
help wanted advertising, partially offset by growth in real estate advertising.
For the quarter ended March 30, 2003, help wanted revenue decreased 12.8 percent
in St. Louis and 8.0 percent at PNI, while automotive revenue decreased 10.4
percent in St. Louis and 4.8 percent at PNI. Real estate revenue increased 8.3
percent and 1.9 percent in St. Louis and at PNI, respectively.
OPERATING EXPENSE
Total operating expenses decreased 2.0 percent to $85.4 million for the first
quarter of 2003 from $87.2 million in 2002. Expenses were lower principally due
to lower distribution costs resulting from the elimination of the Post-Dispatch
non-subscriber product during the second quarter of 2002, reduced bad debt
expense relating to the absence of Kmart-driven reserve increases present last
year and newsprint price savings from a 5.6 percent reduction in the per tonne
cost of newsprint.
Equity in the earnings of TNI for the first quarter of 2003 decreased 2.4
percent to $4.1 million from $4.2 million in 2002. In Tucson, increased
advertising revenue, principally in the retail and classified categories, was
offset by higher labor costs related to advertising staffing increases and
increased direct mail expense incurred for distribution of non-subscriber
advertising products.
OPERATING INCOME
For the first quarter of 2003, the Company's operating income decreased 0.8
percent to $16.9 million compared to $17.1 million in the prior year quarter.
The decrease in 2003 first quarter operating income was due, principally, to
decreased revenue, partially offset by lower operating expenses.
NON-OPERATING ITEMS
Interest income for the first quarter of 2003 decreased to $0.9 million from
$1.0 million in the prior year quarter. This decline resulted from lower average
interest rates for invested funds.
The Company reported interest expense of $5.5 million in the first quarter of
2003 compared to $5.7 million for the first quarter of 2002. The 2003 to 2002
expense decrease principally reflects lower LIBOR interest rates which generated
greater savings from the variable rate interest swap.
The Company reported a net loss on marketable securities and investments of
$0.75 million in the first quarter of 2003 and 2002. The first quarter losses in
both years resulted from an adjustment to the carrying value of certain
non-operating investments.
The effective income tax rate for the first quarter of 2003 was 37.0 percent
compared with a rate of 38.5 percent in the prior year. The lower effective rate
in 2002 primarily resulted from lower state income taxes.
18
NET INCOME
The Company reported net income of $7.1 million, or $0.33 per diluted share for
the first quarter of 2003, compared with net income of $6.8 million, or $0.32
per diluted share in 2002. The increase in 2003 net income reflects lower
operating income offset by reductions in non-operating costs, principally
interest expense.
LIQUIDITY AND CAPITAL RESOURCES
As of March 30, 2003, the Company had an unrestricted cash and marketable
securities balance of $187.7 million compared with an unrestricted cash and
marketable securities balance of $194.4 million as of December 29, 2002. The
decrease resulted principally from the discretionary funding of certain employee
benefit obligations, the purchase of capital equipment, and required capital
contributions to certain limited partnership investments.
At both March 30, 2003 and December 29, 2002, the Company had $306.0 million of
outstanding debt pursuant to a loan agreement between St. Louis Post-Dispatch
LLC ("PD LLC") and a group of institutional lenders led by Prudential Capital
Group (the "Loan"). The aggregate principal amount of the Loan is payable on
April 28, 2009 and bears interest at an annual rate of 8.05 percent.
In 2001 and 2002 the Company entered into interest rate swap contracts to
convert a portion of the Company's fixed interest rate cost to a variable rate.
In 2002 the Company terminated interest rate swap contracts totaling $75.0
million in exchange for a cash payment of $5.0 million. The remaining $75.0
million interest rate swap is designated as a fair-value hedge. The Company
continues to employ the shortcut method on the remaining interest rate swap. The
Company will initially recognized the $5.0 million cash receipt, representing
the increased fair value of the long-term debt at the date of the swap
terminations, as an increase in long-term liabilities with subsequent, ratable
amortization as a reduction of interest expense over the remaining life of the
original interest rate swap. As of March 30, 2003, approximately 24.5 percent of
the Company's long-term interest cost is subject to variable rates compared to
approximately 16.3 percent at the end of the first quarter of 2002.
The agreements with respect to the Loan (the "Loan Agreements") contain certain
covenants and conditions including the maintenance of cash flow and various
other financial ratios, minimum net worth requirements and limitations on the
incurrence of other debt. In addition, the Loan Agreements and the PD LLC
Operating Agreement require that PD LLC maintain a minimum reserve balance
consisting of cash and investments in U.S. government securities, totaling
approximately $43.6 million as of March 30, 2003. The Loan Agreements and the
Operating Agreement provide for a $3.75 million quarterly increase in the
minimum reserve balance through May 1, 2010 when the amount will total $150.0
million.
The Company expects to spend approximately $12.0 million to $14.0 million on
property, plant and equipment in 2003. As of March 30, 2003, the Company had
capital commitments for buildings and equipment replacements of approximately
$4.6 million. In addition, as of March 30, 2003, the Company had a capital
contribution commitment of approximately $7.6 million to a limited partnership
investment not associated with or involved in the Company's operations.
In order to build a stronger, more direct relationship with the readers of the
Post-Dispatch, PD LLC has purchased a number of distribution businesses from
independent carriers and dealers over the past four years, and it may continue
to purchase additional businesses from time to time in the future. As of March
30, 2003, PD LLC owned circulation routes covering approximately 70 percent of
the Post-Dispatch's home delivery and single copy distribution in the
newspaper's designated market.
The Company's Board of Directors previously authorized the repurchase of up to
$100.0 million of the Company's outstanding capital stock. The Company's
repurchase program provides for the purchase of both common and Class B common
shares in either the open market or in privately negotiated transactions. As of
March 30, 2003, the Company had repurchased under this authority 1,000,000
shares of Class B common stock and 532,126 shares of common stock for a combined
purchase price of $62.1 million, leaving $37.9 million in remaining share
repurchase authority.
19
The Company generally expects to generate sufficient cash from operations to
cover capital expenditures, working capital requirements, stock repurchases, and
dividend payments. Operating cash flows are dependent upon, among other things,
the continued acceptance of newspaper advertising at current or increased levels
and the availability of raw materials, principally newsprint.
CASH FLOWS
Cash from operations is the Company's primary source of liquidity. Cash provided
from operating activities for the first three months of 2003 was $16.9 million
compared to $5.8 million in 2002. The increase was due to improved collection
efforts resulting in lower trade receivables and reduced contributions to health
and welfare trusts partially offset by increased newsprint inventory balances.
Cash required for investing activities during the first three months of 2003 was
$33.7 million compared to $33.6 million used in 2002. The Company expended $13.2
million, net, for the purchase of marketable securities in 2003. In addition,
the Company made discretionary contributions of $10.8 million to fund long-term
retirement obligations during the quarter. Capital expenditures decreased by
$3.2 million in 2002 to $3.7 million due, principally, to the completion of the
Company's expansion of its St. Louis production facility in 2002. Contributions
to limited partnership investments and restricted cash made up the balance of
cash required for investing activities for the quarter.
Cash required for financing activities during the first three months of 2003 was
$2.9 million compared to $1.9 million used in 2002. The increase in cash used
was due to lower proceeds from the exercise of stock options and employee stock
purchase plans in the first quarter of 2003 versus 2002.
OTHER
Merger Agreement Indemnification
Pursuant to the Merger Agreement, the Company is obligated to indemnify
Hearst-Argyle against losses related to: (i) on an after tax basis, certain tax
liabilities, including (A) any transfer tax liability attributable to the
Spin-off, (B) with certain exceptions, any tax liability of Old Pulitzer or any
subsidiary of Old Pulitzer attributable to any tax period (or portion thereof)
ending on or before the closing date of the Merger, including tax liabilities
resulting from the Spin-off, and (C) any tax liability of the Company or any
subsidiary of the Company; (ii) liabilities and obligations under any employee
benefit plans not assumed by Hearst-Argyle, and (iii) certain other matters as
set forth in the Merger Agreement.
In October 2001, the IRS formally proposed that Old Pulitzer's taxable income
for the tax year ended March 18, 1999 be increased by approximately $80.4
million based on the assertion that Old Pulitzer was required to recognize a
taxable gain in that amount as a result of the Spin-off.
Because the Company disagrees with the IRS' position and, in fact, believes that
Old Pulitzer did not realize any taxable gain in connection with the Spin-off,
the Company has contested the IRS' proposed increase in a formal written protest
filed with the Appeals Office of the IRS in January 2002. While there can be no
assurance that the Company will completely prevail in its position, it believes
that the IRS' position is not supported by the facts or applicable legal
authorities and intends to vigorously contest the IRS' determination. It thus
has not accrued any liability in connection with this matter. If the IRS were
completely successful in its proposed adjustment, the Company's indemnification
obligation would be approximately $29.3 million, plus applicable interest, and
any indemnification payment would be recorded as an adjustment to additional
paid-in capital.
Potential Income Tax Refund
On August 30, 2002, the Company, on behalf of Old Pulitzer, filed with the IRS
amended federal corporate income tax returns for the years ended December 1997
and 1998 and March 1999 in which refunds of tax in the aggregate amount of
approximately $8.1 million, plus interest, were claimed. These refund claims
were based on the Company's contention that Old Pulitzer was entitled to deduct
certain fees and expenses which it had not previously deducted and which Old
Pulitzer had incurred in connection with its investigation of several strategic
alternatives and potential transactions prior to its decision to proceed with
the Broadcast Transaction in March 1999. Under the Merger Agreement, the Company
is entitled to any amounts recovered from the IRS as a result of these refund
claims, although there can be no assurance that the IRS will approve all or any
portion of these refund claims. Pending IRS review, no receivable has been
recognized in connection with these refund claims. Any funds received for income
tax refunds would be recorded as an adjustment to additional paid-in-capital.
20
Provision for Income Taxes
The Company has incurred capital losses that exceed capital gains available
during prescribed carry-back periods by approximately $7.4 million. The Company
expects to generate capital gains of at least this amount during prescribed
carry-forward periods. Accordingly, the Company has recognized the tax benefit
of approximately $2.8 million associated with these capital losses.
PD LLC Operating Agreement
On May 1, 2000, the Company and The Herald Company, Inc. ("Herald") completed
the transfer of their respective interests in the assets and operations of the
Post-Dispatch and certain related businesses to a new joint venture (the
"Venture"), known as PD LLC. The Company controls and manages PD LLC. Under the
terms of the operating agreement governing PD LLC (the "Operating Agreement"),
the Company holds a 95 percent interest in the results of operations of PD LLC
and Herald holds a 5 percent interest. Herald's 5 percent interest is reported
as "Minority Interest in Net Earnings of Subsidiary" in the consolidated
statements of income for 2003 and 2002. Also, under the terms of the Operating
Agreement, Herald received on May 1, 2000 a cash distribution of $306.0 million
from PD LLC. This distribution was financed by a $306.0 million borrowing by PD
LLC ("Loan"). The Company's entry into the Venture was treated as a purchase for
accounting purposes.
During the first ten years of its term, PD LLC is restricted from making
distributions (except under specified circumstances), capital expenditures and
member loan repayments unless it has set aside out of its cash flow a reserve
equal to the product of $15.0 million and the number of years since May 1, 2000,
but not in excess of $150.0 million (the "Reserve"). PD LLC is not required to
maintain the Reserve after May 1, 2010. On May 1, 2010, Herald will have a
one-time right to require PD LLC to redeem Herald's interest in PD LLC, together
with Herald's interest, if any, in another limited liability company in which
the Company is the managing member and which is engaged in the business of
delivering publications and products in the greater St. Louis metropolitan area
("DS LLC"). The redemption price for Herald's interest will be determined
pursuant to a formula yielding an amount which will result in the present value
to May 1, 2000 of the after-tax cash flows to Herald (based on certain
assumptions) from PD LLC, including the initial distribution and the special
distribution described below, if any, and from DS LLC, being equal to $275.0
million. Should Herald exercise its option, payment of this redemption price is
expected to be made out of available cash resources (including the Reserve) or
new debt offerings. In the event that PD LLC has an increase in the tax basis of
its assets as a result of Herald's recognizing taxable income from certain
transactions effected under the agreement governing the contributions of the
Company and Herald to PD LLC and the Operating Agreement or from the
transactions effected in connection with the organization of DS LLC, Herald
generally will be entitled to receive a special distribution from PD LLC in an
amount that corresponds, approximately, to the present value after-tax benefit
to the members of PD LLC of the tax basis increase. Upon the termination of PD
LLC and DS LLC, which will be on May 1, 2015 (unless Herald exercises the
redemption right described above), Herald will be entitled to the liquidation
value of its interests in PD LLC and DS LLC. The Company may purchase Herald's
interests at that time for an amount equal to what Herald would be entitled to
receive on liquidation of PD LLC and DS LLC. That amount will be equal to the
amount of its capital accounts, after allocating the gain or loss that would
result from a cash sale of PD LLC's and DS LLC's assets for their fair market
value at that time. Herald's share of such gain or loss generally will be 5
percent, but will be reduced (but not below 1 percent) to the extent that the
present value to May 1, 2000 of the after-tax cash flows to Herald from PD LLC
and from DS LLC, including the initial distribution, the special distribution
described above, if any, and the liquidation amount (based on certain
assumptions), exceeds $325.0 million.
New Accounting Pronouncements
In July 2001 the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards ("SFAS") No. 141, Business Combinations ("SFAS
No. 141") and SFAS No. 142, Goodwill and Other Intangible Assets. SFAS No. 141
requires that all business combinations be accounted for under the purchase
method. The statement further requires separate recognition of intangible assets
that meet certain criteria. The statement applies to all business combinations
initiated after June 30, 2001. The adoption of SFAS No. 141 did not have a
material impact on the results of operations, financial position or liquidity of
the Company.
21
In 2002 the Company adopted SFAS No. 142, which requires that an intangible
asset that is acquired shall be initially recognized and measured based on its
fair value. The statement also provides that goodwill and other indefinite lived
intangible assets should not be amortized, but shall be tested for impairment
annually, or more frequently if circumstances indicate potential impairment,
through a comparison of fair value to their carrying amount.
SFAS No. 142, among other things, eliminates the amortization of goodwill and
certain identified intangible assets. The Company will test intangible assets,
including goodwill, that are not subject to amortization for impairment
annually, or more frequently if events or changes in circumstances indicate that
the asset might be impaired, using a two step impairment assessment. The first
step of the impairment test identifies potential impairment and compares the
fair value with its carrying amount, including goodwill. The Company evaluates
impairment at each of its St. Louis, Pulitzer Newspapers, Inc. ("PNI"), and
Tucson reporting units. If the fair value exceeds the carrying amount, goodwill
is not considered impaired, and the second step of the impairment test is not
necessary. If the carrying amount exceeds its fair value, the second step of the
impairment test shall be performed to measure the amount of impairment loss, if
any. In accordance with the transition provisions of SFAS No. 142, the Company
conducted the first step of impairment tests as of the beginning of its 2002
fiscal year and performed subsequent annual impairment tests. The Company
assessed the fair value by considering each reporting units' expected future
cash flows, recent purchase prices paid for entities within its industry, and
the Company's market capitalization. The Company's discounted cash flow
evaluation utilizes a discount rate that corresponds to the Company's weighted
average cost of capital. Given consideration of these factors, the Company
concluded that the fair value of each reporting unit exceeded the carrying
amounts of its net assets and, accordingly, no impairment loss was recognized.
Subsequent impairments, if any, would be classified as an operating expense.
Upon adoption of SFAS No. 142, the transition provisions of SFAS No. 141 also
became effective. These transition provisions specify criteria for determining
whether an acquired intangible asset should be recognized separately from
goodwill. Intangible assets that meet certain criteria will qualify for
recording on the balance sheet and will be amortized in the income statement.
Such intangible assets will be subject to a periodic impairment test based on
estimated fair value. At the beginning of the Company's 2002 fiscal year, in
accordance with provisions of SFAS No. 142, the Company reclassified the net
carrying value of certain intangible assets in the amount of $41.0 million to
goodwill.
In November 2002 FASB issued Financial Interpretation ("FIN") No. 45, Guarantors
Accounting and Disclosure Requirements for Guarantees, Including Indirect
Guarantees of Indebtedness of Others. FIN No. 45 requires a guarantor to
recognize, at the inception of the guarantee, a liability for the fair value of
the obligation undertaken in issuing the guarantee. It also provides additional
guidance on the disclosure of the guarantees. The recognition and measurement
provisions are effective for guarantees made or modified after December 31,
2002. The disclosure provisions are effective for fiscal periods ending after
December 15, 2002, and have been implemented herein. The Company adopted the
measurement provisions of FIN 45 as required in 2003 and it did not have a
material impact on the consolidated financial statements.
In January 2003 FASB issued FIN No. 46, Consolidation of Variable Interest
Entities. FIN No. 46 provides guidance surrounding consolidation based on
controlling financial interest and provides new quantitative guidelines to
various variable interest entities as defined in the statement. The
interpretation applies immediately to variable interest entities created after
January 31, 2003, and in the first fiscal year or interim period beginning after
June 15, 2003 to variable interest entities acquired before February 1, 2003.
Although the Company has not finalized its analysis of FIN No. 46, the Company
does not believe it will be required to consolidate or disclose any information
related to variable interest entities.
In December 2002 the FASB issued SFAS No. 148, Accounting for Stock-Based
Compensation - Transition and Disclosure. This pronouncement amends FASB
Statement No. 123, Accounting for Stock-Based Compensation,("SFAS No. 123") to
provide alternative methods of transition for a voluntary change to the fair
value based method of accounting for stock-based employee compensation. In
addition, this Statement amends the disclosure requirements of SFAS No. 123 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. The required disclosures are
included in this report.
22
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The primary raw material used in the Company's operations is newsprint,
representing 12.0 percent to 18.0 percent of operating expenses over the last
five years. Based on the Company's current level of newspaper operations
(including its interest in TNI), expected annual newsprint consumption for 2003
is estimated to be in the range of 104,000 metric tonnes. Historically,
newsprint has been subject to significant price fluctuations from time to time,
unrelated in many cases to general economic conditions. In the last five years,
the Company's average annual cost per tonne of newsprint has varied from its
peak price by approximately 27.8 percent. For the first quarter of 2003, the
Company's average cost per metric tonne of newsprint decreased by 5.6 percent,
versus the comparable respective periods in 2002. For every one-dollar change in
the Company's average annual cost per metric tonne of newsprint, pre-tax income
would change by approximately $104,000, assuming annual newsprint consumption of
104,000 metric tonnes. The Company attempts to obtain the best price available
by combining newsprint purchases for its different newspaper locations with
those of other newspaper companies. The Company considers its relationship with
newsprint producers to be good. The Company has not entered into derivative
contracts for newsprint.
At March 30, 2003, the Company had $306.0 million of outstanding debt pursuant
to the Loan. The Loan bears interest at a fixed annual rate of 8.05 percent.
At March 30, 2003, the Company was a party to an interest rate swap contract to
convert a portion of the Company's fixed rate debt to a variable rate. The
interest rate swap has a $75.0 million notional amount and matures on April 28,
2009. Under the terms of the agreement, the Company pays interest at a variable
rate based upon LIBOR plus 2.5975 percent and receives interest at a fixed rate
of 8.05 percent. The floating interest rate re-prices semiannually. The impact
of the swap results in approximately 24.5 percent of the Company's long-term
debt being subject to variable interest rates.
Changes in market interest rates may cause the Company to incur higher net
interest expense. For example, for every one percent increase in variable
interest rates, the Company would incur approximately $0.75 million in
additional annual interest expense.
23
ITEM 4. CONTROLS AND PROCEDURES
Within the 90 days prior to the date of this report, the Company's management,
including the President and Chief Executive Officer and Senior Vice
President-Finance, carried out an evaluation of the effectiveness of the design
and operation of the Company's disclosure controls and procedures pursuant to
Exchange Act Rule 13a-14. Based upon that evaluation, the Company's President
and Chief Executive Officer and Senior Vice President-Finance concluded that the
Company's disclosure controls and procedures are effective in alerting them to
material information, on a timely basis, required to be included in the
Company's periodic SEC filings. There have been no significant changes in the
Company's internal controls or in other factors which could significantly affect
internal controls subsequent to the date the Company's management carried out
its evaluation.
24
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
Please see Note 5 "Commitments and Contingencies" to the consolidated
financial statements included in Part I, Item 1. of this Form 10-Q.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) The following exhibits are filed as part of this report:
99.1 Certification by Robert C. Woodworth, President and Chief Executive
Officer of Pulitzer Inc., pursuant to 18 U.S.C. Section 1350, as
adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002,
in connection with Pulitzer Inc.'s Quarterly Report on Form 10Q for
the quarter ended March 30, 2003.
99.2 Certification by Alan G. Silverglat, Chief Financial Officer of
Pulitzer Inc., pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, in
connection with Pulitzer Inc.'s Quarterly Report on Form 10Q for the
quarter ended March 30, 2003.
(b) Reports on Form 8-K. The Company did not file any Reports on Form
8-K during the quarter for which this report is filed.
All other items of this report are not applicable for the current quarter.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
PULITZER INC.
(Registrant)
Date: May 13, 2003 /s/ Alan G. Silverglat
---------------------------------
(Alan G. Silverglat)
Senior Vice President-Finance
(on behalf of the Registrant and
as principal financial officer)
25
302 CERTIFICATION
I, Robert C. Woodworth, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Pulitzer Inc.;
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this quarterly
report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
a) designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated subsidiaries,
is made known to us by others within those entities, particularly during the
period in which this quarterly report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusions about the effectiveness of
the disclosure controls and procedures based on our evaluation as of the
Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation, to the registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the equivalent function):
a) all significant deficiencies in the design or operation of internal controls
which could adversely affect the registrant's ability to record, process,
summarize and report financial data and have identified for the registrant's
auditors any material weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal controls; and
6. The registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.
Date: May 13, 2003
/s/ Robert C. Woodworth
- -------------------------------------------
Robert C. Woodworth
President and Chief Executive Officer
26
302 CERTIFICATION
I, Alan G. Silverglat, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Pulitzer Inc.;
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this quarterly
report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
a) designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated subsidiaries,
is made known to us by others within those entities, particularly during the
period in which this quarterly report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusions about the effectiveness of
the disclosure controls and procedures based on our evaluation as of the
Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation, to the registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the equivalent function):
a) all significant deficiencies in the design or operation of internal controls
which could adversely affect the registrant's ability to record, process,
summarize and report financial data and have identified for the registrant's
auditors any material weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal controls; and
6. The registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.
Date: May 13, 2003
/s/ Alan G. Silverglat
- ------------------------------
Alan G. Silverglat
Senior Vice President Finance
27
EXHIBIT INDEX
99.1 Certification by Robert C. Woodworth, President and Chief Executive
Officer of Pulitzer Inc., pursuant to 18 U.S.C. Section 1350, as
adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002,
in connection with Pulitzer Inc.'s Quarterly Report on Form 10Q for
the quarter ended March 30, 2003.
99.2 Certification by Alan G. Silverglat, Chief Financial Officer of
Pulitzer Inc., pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, in
connection with Pulitzer Inc.'s Quarterly Report on Form 10Q for the
quarter ended March 30, 2003.
28