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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:   June 29, 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: 1-9824                                                                                                                             


The McClatchy Company

(Exact name of registrant as specified in its charter)

 

                     Delaware                   

(State or other jurisdiction of incorporation or organization)

                          52-2080478                            

(I.R.S. Employer Identification No.)

 

     2100 "Q" Street, Sacramento, CA       

(Address of principal executive offices)

               95816                  

(Zip Code)

Registrant's telephone number, including area code:          916-321-1846            

 

                                                                                                                                                                       &n bsp;                                            

(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant has (1) filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.     Yes [ X ]        No [ ]

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12-b-2 of the Exchange Act).     

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: July 31, 2003:

Class A Common Stock

19,720,641

Class B Common Stock

26,414,147

THE McCLATCHY COMPANY

INDEX TO FORM 10-Q

 

Part I - FINANCIAL INFORMATION

Page

   
 

Item 1 - Financial Statements (unaudited):

 

 

Consolidated Balance Sheet - June 29, 2003 and December 29, 2002

1

 

Consolidated Statement of Income for the Three Months and Six Months   ended June 29, 2003 and June 30, 2002


3

 

Consolidated Statement of Cash Flows for the Six Months ended
  June 29, 2003 and June 30, 2002


4

 

Consolidated Statements of Stockholders' Equity for the Period
  December 29, 2002 to June 29, 2003


5

 

Notes to Consolidated Financial Statements

6

 

Item 2 - Management's Discussion and Analysis of Financial Condition and
               Results of Operations


10

 

Item 3 - Quantitative and Qualitative Disclosures About Market Risk

20

 

Item 4 - Controls and Procedures

21

Part II - OTHER INFORMATION

 

 

Item 1 - Legal Proceedings

22

 

Item 2 - Changes in Securities

22

 

Item 3 - Default Upon Senior Securities

22

 

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

22

 

Item 5 - Other Information

23

 

Item 6 - Exhibits and Reports on Form 8-K

23

Signature

23

Certifications

24

Index of Exhibits

28

PART I - FINANCIAL INFORMATION

Item 1 - FINANCIAL STATEMENTS

THE McCLATCHY COMPANY
CONSOLIDATED BALANCE SHEET (UNAUDITED)
(In thousands)

 
 

June 29,
2003

 

December 29,
2002

ASSETS

     
       

CURRENT ASSETS:

     

  Cash and cash equivalents

$

2,589 

 

$

5,357 

  Trade receivables (less allowance of
    $3,236 in 2003 and $4,872 in 2002)

117,298 

 


125,037 

  Other receivables

1,564 

 

1,201 

  Newsprint, ink and other inventories

16,089 

 

14,611 

  Deferred income taxes

21,367 

 

20,706 

  Assets held for sale

287 

 

76,202 

  Other current assets

8,861 

 

8,776 

 

168,055 

 

251,890 

PROPERTY, PLANT AND EQUIPMENT:

     

  Buildings and improvements

228,318 

 

226,868 

  Equipment

511,537 

 

514,355 

 

739,855 

 

741,223 

       

  Less accumulated depreciation

(430,466)

 

(423,334)

 

309,389 

 

317,889 

  Land

51,324 

 

53,229 

  Construction in Progress

14,054 

 

19,299 

 

374,767 

 

390,417 

INTANGIBLE ASSETS:

     

  Identifiable intangibles - net

93,952 

 

105,020 

  Goodwill - net

1,218,047 

 

1,218,047 

 

1,311,999 

 

1,323,067 

       

OTHER ASSETS

17,503 

 

16,187 

       

TOTAL ASSETS

$

1,872,324 

 

$

1,981,561 

       

See notes to consolidated financial statements

     

 

THE McCLATCHY COMPANY
CONSOLIDATED BALANCE SHEET (UNAUDITED)
(In thousands, except share amounts)


June 29,
2003

 

December 29,
2002

LIABILITIES AND STOCKHOLDERS' EQUITY

   
     

CURRENT LIABILITIES:

   
 

Current portion of bank debt

$

95,154 

$

24,385 

 

Accounts payable

23,639 

26,284 

 

Accrued compensation

59,155 

61,777 

 

Income taxes

31,582 

-

 

Unearned revenue

41,118 

39,863 

 

Carrier deposits

2,671 

2,668 

 

Liabilities relating to assets held for sale

-

79,361 

 

Other accrued liabilities

17,093 

17,412 

 

270,412 

251,750 

LONG-TERM BANK DEBT

333,846 

471,615 

OTHER LONG-TERM OBLIGATIONS

77,851 

128,826 

DEFERRED INCOME TAXES

68,184 

72,041 

COMMITMENTS AND CONTINGENCIES

   

STOCKHOLDERS' EQUITY:

   
 

Common stock $.01 per value:

   

Class A - authorized 100,000,000 shares,
issued 19,684,954 in 2003 and 19,471,307 in 2002


196 


195 

Class B - authorized 60,000,000 shares,
issued 26,414,147 in 2003 and 26,544,147 in 2002


265 


266 

 

Additional paid-in capital

317,079 

313,320 

 

Retained earnings

884,710 

826,086 

 

Accumulated other comprehensive loss 

(80,219)

(82,538)

 

1,122,031 

1,057,329 

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY

$

1,872,324

$

1,981,561 

See notes to consolidated financial statements

   

 

THE McCLATCHY COMPANY

CONSOLIDATED STATEMENT OF INCOME (UNAUDITED)

(In thousands, except per share amounts)

Three Months Ended

Six Months Ended

June 29,

June 30,

June 29,

June 30,

2003

2002

2003

2002

REVENUES - NET

Newspapers:

Advertising

$     229,539

$     223,109

$     439,961

$     425,274

Circulation

41,276

42,065

82,936

83,213

Other

5,321

5,920

10,778

11,940

276,136

271,094

533,675

520,427

Non-newspapers

234

368

576

685

276,370

271,462

534,251

521,112

OPERATING EXPENSES

Compensation

110,799

108,162

222,622

214,651

Newsprint and supplements

34,239

32,110

65,805

64,611

Depreciation and amortization

17,142

18,236

35,353

36,878

Other operating expenses

48,095

45,615

97,115

90,201

210,275

204,123

420,895

406,341

OPERATING INCOME

66,095

67,339

113,356

114,771

NON-OPERATING (EXPENSES) INCOME

Interest expense

(5,459)

(7,275)

(10,661)

(15,052)

Partnership income (loss)

161

(460)

(190)

(900)

Loss on Internet investments

(504)

-

(504)

(1,000)

Other - net

114

133

220

272

(5,688)

(7,602)

(11,135)

(16,680)

INCOME FROM CONTINUING OPERATIONS

BEFORE INCOME TAX PROVISION

60,407

59,737

102,221

98,091

INCOME TAX PROVISION

22,941

23,586

39,457

38,727

INCOME FROM CONTINUING OPERATIONS

37,466

36,151

62,764

59,364

DISCONTINUED OPERATION

Income from discontinued operation

(including $10,146 gain on disposal)

9,999

134

10,020

286

Income tax provision

4,017

60

4,026

129

Income from discontinued operation

5,982

74

5,994

157

NET INCOME

$      43,448

$         36,225

$        68,758

$     59,521

NET INCOME PER COMMON SHARE:

Basic:

Income from continuing operations

$       0.81

$         0.79

$         1.36

$      1.30

Income from discontinued operation

$       0.13

-

$         0.13

-

Net income per share

$       0.94

$        0.79

$         1.49

$      1.30

Diluted:

Income from continuing operations

$        0.81

$          0.78

$         1.35

$      1.29

Income from discontinued operation

$        0.13

-

$          0.13

-

Net income per share

$        0.94

$         0.78

$          1.48

$      1.29

WEIGHTED AVERAGE NUMBER OF COMMON SHARES:

Basic

46,082

45,759

46,057

45,704

Diluted

46,404

46,186

46,357

46,096

See notes to consolidated financial statements.

 

THE McCLATCHY COMPANY
CONSOLIDATED STATEMENT OF CASH FLOWS (UNAUDITED)
(In thousands)

 

Six Months Ended

 

June 29,
2003

 

June 30,
2002

CASH FLOWS FROM OPERATING ACTIVITIES:

   

Income from continuing operations

$       62,764 

$      59,364 

Reconciliation to net cash provided:

   
 

Depreciation and amortization

35,353 

36,878 

 

Other changes in certain assets and liabilities - net

32,229 

11,020 

 

Contribution to pension plans

(50,000)

 

Loss on Internet investments

504 

1,000 

 

Other

(3,883)

(3,750)

Net cash provided by continuing operations

76,967 

104,512 

Income from discontinued operation

5,994 

157 

Reconciliation to net cash used:

   

Gain on sale of discontinued operation

(10,146)

-

Other - net

1,577

(11,236)

Net cash used by discontinued operation

(2,575)

(11,079)

Net cash provided by operating activities

74,392 

93,433 

CASH FLOWS FROM INVESTING ACTIVITIES:

   
 

Purchases of property, plant and equipment

(12,986)

(11,697)

 

Proceeds from sale of discontinued operation

9,749 

-

 

Other - net

(79)

21 

Net cash used by investing activities

(3,316)

(11,676)

CASH FLOWS FROM FINANCING ACTIVITIES:

   
 

Repayment of long-term debt

(67,000)

(88,000)

 

Payment of cash dividends

(10,134)

(9,148)

 

Other - principally stock issuances in employee plans

3,290 

6,402 

Net cash used by financing activities

(73,844)

(90,746)

NET CHANGE IN CASH AND CASH EQUIVALENTS

(2,768)

(8,989)

CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD

5,357 

18,883 

CASH AND CASH EQUIVALENTS, END OF PERIOD

$            2,589 

$         9,894 

OTHER CASH FLOW INFORMATION:

   

Cash paid during the period for:

   
 

Income taxes (net of refunds)

$          15,086 

$        30,580 

 

Interest (net of capitalized interest)

$            9,769 

$        15,660 

See notes to consolidated financial statements

   

 

 

THE McCLATCHY COMPANY

CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY (UNAUDITED)

(In thousands, except share and per share amounts)

                       
         

Accumulated
Other
Comprehensive
Loss

 
     

Additional
Paid-In
Capital

   
 

Par Value

Retained
Earnings

 
 

Class A

 

Class B

Total

BALANCES, DECEMBER 29,2002

$      195

$      266

$  313,320

$    826,086

$          (82,538)

$  1,057,329

Income from continuing



62,764



62,764

operations (six months)

Income from discontinued


5,994



5,994

operation (six months)

 

Change in fair value of SWAPS

       

2,306

2,306

 

Other

       

13

13

 

Total comprehensive income

         

71,077

 

Dividends paid ($.22) share

     

(10,134)

 

(10,134)

 

Conversion of 130,000 Class B shares to Class A


1


(1)

     


- -

Issuance of 83,647 Class A shares
under stock plans


3,290


3,290

   Tax benefit from stock plans

   

469

   

469

BALANCES, JUNE 29, 2003

$      196

$      265

$  317,079

$    884,710

$          (80,219)

$  1,122,031

           

See notes to consolidated financial statements

         

THE McCLATCHY COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

NOTE 1.

BASIS OF PRESENTATION


The McClatchy Company (the Company) and its subsidiaries are engaged primarily in the publication of newspapers located in Minnesota, California, Washington State, Alaska and North and South Carolina.

The consolidated financial statements include the accounts of the Company and its subsidiaries. Significant intercompany items and transactions have been eliminated. In preparing the financial statements, management makes estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.


In the opinion of management, the accompanying unaudited consolidated financial statements contain all adjustments necessary to present fairly the Company's financial position, results of operations, and cash flows for the interim periods presented. In the second quarter of 2003, the Company wrote down a certain Internet investment by $504,000. In the first quarter of fiscal 2002 the Company purchased a significant portion of the assets of a different Internet company in which it had previously invested. In connection with this acquisition, the Company recorded a non-operating loss of $1 million in that quarter to write down the Internet investment to its fair market value. Other adjustments reflect normal recurring accruals except for the discontinued operation discussed below. The financial statements contained in this report are not necessarily indicative of the results to be expected for the full year.

Discontinued operation - On June 10, 2003, the Company sold the assets of The Newspaper Network (TNN), a national sales and marketing company. The Associated Press purchased TNN's ad processing operations and, separately, Vertis, Inc. purchased TNN's sales and marketing assets. Total consideration from the sales was $14.2 million including the assumption of liabilities. The Company has reclassified the assets and liabilities of TNN as held for sale in its consolidated balance sheet as of December 29, 2002. The revenues and operating results of TNN are included in discontinued operations in 2002 and 2003, as is the gain on its sale in 2003.


Ponderay Newsprint Company
- The Company owns a 13.5% interest in Ponderay Newsprint Company ("Ponderay"), a general partnership, which owns and operates a newsprint mill in the State of Washington. The investment is accounted for using the equity method, under which the Company's share of earnings of Ponderay is reflected in income as earned.


Stock-based compensation
- At June 29, 2003 the Company had six stock-based compensation plans. The Company accounts for stock-based awards to employees using the intrinsic value method in accordance with APB No. 25, "Accounting for Stock Issued to Employees". No material amounts of compensation have been recorded for these plans.


Had compensation costs for the Company's stock-based compensation plans been determined based upon the fair value at the grant dates for awards under those plans consistent with the method of SFAS Statement No. 123, the Company's net income and earnings per share would have been reduced to the pro forma amounts indicated below (in thousands, except per share amounts):

 

Three Months Ended

 

Six Months Ended

 

June 29,
2003

 

June 30,
2002

 

June 29,
2003

 

June 30,
2002

Net Income:

             
 

As reported

$    43,448 

 

$  36,225 

 

$   68,758 

 

$   59,521 

 

Deduct stock-based compensation
under SFAS No. 123, net of taxes


(1,071)

 


(822)

 


(2,338)

 


(1,862)

 

Pro forma

$     42,377 

 

$  35,403 

 

$  66,420  

 

$  57,659 

               

Earnings per common share:

             
 

As reported

             
 

Basic

$          0.94

 

$       0.79

 

$        1.49

 

$       1.30

 

Diluted

$          0.94

 

$       0.78

 

$        1.48

 

$       1.29

 

Pro forma

             
 

Basic

$          0.92

 

$       0.77

 

$        1.44

 

$       1.26

 

Diluted

$          0.91

 

$       0.77

 

$        1.43

 

$       1.25

               

Other comprehensive income (loss) - The Company records changes in its net assets from non-owner sources in its Statement of Stockholders' Equity. Such changes relate primarily to valuing its pension liabilities and interest rate protection agreements, net of tax effects.


The following summarizes the current period change in the accumulated other comprehensive income (loss) in thousands:

 

Before
Tax

 

Tax
Expense

 

Net of
Tax

Fair value of swaps

$         3,845

 

$      (1,539)

 

$        2,306

Other

22

 

(9)

 

13

 

$         3,867

 

$      (1,548)

 

$        2,319

The following summarizes the accumulated other comprehensive loss balances as of

June 29, 2003 (in thousands):

 


December 29, 2002

 

Current Period
Change

 


June 29,
2003

Minimum pension liability adjustment

$       (78,556)

 

-

 

$        (78,556)

Fair value of swaps

(3,914)

 

$         2,306

 

(1,608)

Other

(68)

 

13

 

(55)

Total comprehensive loss

$       (82,538)

 

$         2,319

 

$        (80,219)

Other comprehensive income was $2.3 million and $734,000 for the six months ended

June 29, 2003 and June 30, 2002, respectively.

Agreement Among Class B Shareholders - The Company's Class A and Class B common stock participate equally in dividends. Holders of Class B common stock are entitled to one vote per share and to elect as a class 75% of the Board of Directors, rounded down to the nearest whole number. Holders of Class A common stock are entitled to one-tenth of a vote per share and to elect as a class 25% of the Board of Directors, rounded up to the nearest whole number. Class B common stock is convertible at the option of the holder into Class A common stock on a share-for-share basis.

The holders of shares of Class B Common Stock are parties to an agreement, the intent of which is to preserve control of the Company by the McClatchy family. Under the terms of the agreement, the Class B shareholders have agreed to restrict the transfer of any shares of Class B Common Stock to one or more "Permitted Transferees," subject to certain exceptions. A "Permitted Transferee" is any current holder of shares of Class B Common Stock of the Company; any lineal descendant of Charles K. McClatchy; or a trust for the exclusive benefit of, or in which all of the remainder beneficial interests are owned by, one or more of lineal descendants of Charles K. McClatchy.

In the event that a Class B shareholder attempts to transfer any shares of Class B Common Stock in violation of the agreement, or upon the happening of certain other events enumerated in the agreement as "Option Events," each of the remaining Class B shareholders has an option to purchase a percentage of the total number of shares of Class B Common Stock proposed to be transferred equal to such remaining class B shareholder's ownership percentage of the total number of outstanding shares of Class B Common Stock. If all the shares proposed to be transferred are not purchased by the remaining Class B shareholders, the Company has the option of purchasing the remaining shares. In general, any shares not purchased under this procedure will be converted into shares of Class A Common Stock and then transferred freely (unless, following conversion, the outstanding shares of Class B Common Stock would constitute less than 25% of the total number of all outstanding shares of common stock of the Company). Th e agreement can be terminated by the vote of the holders of 80% of the outstanding shares of Class B common Stock who are subject to the agreement. The agreement will terminate on September 17, 2047, unless terminated earlier in accordance with its terms.

Earnings per share (EPS) - Basic EPS excludes dilution from common stock equivalents and reflects income divided by the weighted average number of common shares outstanding for the period. Diluted EPS is based upon the weighted average number of outstanding shares of common stock and dilutive common stock equivalents in the period. Common stock equivalents arise from dilutive stock options and are computed using the treasury stock method. The antidilutive stock options that could potentially dilute basic EPS in the future, but were not included in the weighted average share calculation in the second quarter were 62,093 in 2003 and 20,017 in 2002.

 

NOTE 2.

LONG-TERM BANK DEBT AND OTHER LONG-TERM OBLIGATIONS


The Company's Credit Agreement includes term loans consisting of Tranche A of $265 million, bearing interest at the London Interbank Offered Rate (LIBOR) plus 62.5 basis points, payable in increasing quarterly installments through March 21, 2005, and Tranche B of $119 million, bearing interest at LIBOR plus 150 basis points and payable in semi-annual installments through September 19, 2007. A revolving credit line of up to $200 million bears interest at LIBOR plus 62.5 basis points and is payable by March 19, 2005. Interest rates applicable to debt drawn down at June 29, 2003 ranged from 1.7% to 2.6% (excluding the effect of the interest rate protection agreements described below).


The terms of the Credit Agreement include certain operating and financial restrictions, such as limits on the Company's ability to incur additional debt, create liens, sell assets, engage in mergers, make investments and pay dividends. The debt is unsecured and is pre-payable without penalty.


At June 29, 2003, the Company had outstanding letters of credit totaling $16.4 million securing estimated obligations stemming from workers' compensation claims and other contingent claims. As of July 15, 2003, letters of credit were reduced by $10.4 million to $6.0 million. The reduction was related to participation in the California Self-Insurers' Security Fund beginning on July 1, 2003. Participation in this fund is the required method for the Company to secure self-insured workers' compensation obligations.

Long-term debt consisted of (in thousands):

June 29,
2003

December 29,
2002

Term loans

$        384,000

$        384,000 

Revolving credit line

45,000

112,000 

Total indebtedness

429,000

496,000 

Less current portion

(95,154)

(24,385)

Long-term indebtedness

$        333,846

$        471,615 

The Company does not have, nor does it currently intend to enter into, derivative contracts for trading purposes. The Company has not attempted to use derivative instruments to hedge fluctuations in the normal purchases of goods and services used to conduct its business operations. Currently there is no intent to hedge or enter into contracts with embedded derivatives to hedge expenses associated with the purchase of newsprint, ink and other inventories, leases of equipment and facilities, or business insurance contracts.

The Company has one interest rate swap agreement designated as a cash flow hedge that is specifically designed to hedge the variability in the expected cash flows that are attributable to interest rate fluctuations on $100 million of long-term indebtedness through June 2004. The effect of this agreement is to fix the LIBOR interest rate exposure on this borrowing at approximately 3.8% on that portion of the Company's term loans. Three similar hedges on $200 million of debt matured during the second quarter of 2003.

The swap instrument provides for payments of interest at the fixed rate and receipt of interest at variable rates, which are reset to three-month LIBOR rates quarterly. Net payments or receipts under the agreement are recorded as adjustments to interest expense. The swap was entered into to match the significant terms of the underlying debt in an effort to provide a highly effective hedge.

No gain or loss has been recorded in net income as a result of ineffectiveness of the Company's hedges. Income, net of taxes, of $2.3 million and $734,000 for the six months ended

June 29, 2003 and June 30, 2002, respectively, was recorded in comprehensive income related to these hedges - see the Company's Consolidated Statement of Stockholders' Equity.

As of June 29, 2003, the Company guaranteed $14.6 million of bank debt related to its interest in Ponderay, a general partnership that owns and operates a newsprint mill in Washington State. The guarantee amount represents the Company's pro rata portion of Ponderay debt, which is guaranteed by the general partners. The partnership was formed in 1985 and began operations in 1989. The debt is secured by the assets of Ponderay and is payable by Ponderay on April 12, 2006.

Item 2 -

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS


Overview

The Company owns and publishes 24 newspapers in four regions of the country - Minnesota, California, the Carolinas and the Northwest (Alaska and Washington). The newspapers range from large dailies serving metropolitan areas to non-daily newspapers serving small communities. The Company also owns and operates Nando Media, a national online publishing operation.

On June 10, 2003, the Company sold the assets of The Newspaper Network (TNN), a national sales and marketing company. The Associated Press purchased TNN's ad processing operations and, separately, Vertis, Inc. purchased TNN's sales and marketing assets. Total consideration from the sales was $14.2 million including the assumption of liabilities. The Company has reclassified the assets and liabilities of TNN as held for sale in its consolidated balance sheet as of December 29, 2002. The revenues and operating results of TNN are included in discontinued operations in 2002 and 2003, as is the gain on its sale in 2003.

The Company supplements its newspaper publishing with a growing array of niche products and direct marketing initiatives, including direct mail. The Company also operates leading local websites in each of its 11 daily newspaper markets offering readers information, comprehensive news, advertising, e-commerce and other services.

 

Critical Accounting Policies

The accompanying discussion and analysis of our financial condition and results of operations are based upon our consolidated financial statements, which have been prepared in accordance with generally accepted accounting principles in the United States (US GAAP). The preparation of these financial statements requires management to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. These estimates form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. We base our estimates and judgments on historical experience and on various other assumptions that we believe are reasonable under the circumstances. However, future events are subject to change and the best estimates and judgments routinely require adjustment. The most significant areas involving estimates and assumptions are revenue recognition, al lowance for receivables, amortization of intangibles, pension and post-retirement expenses, insurance reserves, incentive compensation, environmental reserves, the Company's tax provision and depreciation of fixed assets. We believe the following critical accounting policies affect our more significant judgments and estimates used in the preparation of our consolidated financial statements.

Revenue Recognition - Advertising revenues are recorded when advertisements are placed in the newspaper and circulation revenues are recorded as newspapers are delivered over the subscription term. Circulation revenues are recorded net of direct delivery costs. Other revenue is recognized when the related product or service has been delivered. Revenues are recorded net of estimated incentive offerings including special pricing agreements, promotions and other volume-based incentives. Revisions to these estimates are charged to income in the period in which the facts that give rise to the revision become known.

Bad Debt - The Company maintains a reserve account for estimated losses resulting from the risk its customers will not make required payments. Generally, the Company uses the aging of accounts receivable to establish reserves for losses on accounts receivable. However, if the financial condition of a customer deteriorates, resulting in an impairment of their ability to make payments, additional allowances are reserved.

Goodwill and Intangible Impairment - In assessing the recoverability of the Company's goodwill and other intangibles the Company must make assumptions regarding estimated future cash flows and other factors to determine the fair value of the respective assets. The Company analyzes its goodwill and intangible assets with indefinite lives for impairment. No material impairment loss was recorded in the Company's second fiscal quarter of 2003 or 2002.

Pension and Post-retirement Benefits - The Company has significant pension and post-retirement benefit costs and credits that are developed from actuarial valuations. Inherent in these valuations are key assumptions including discount rates and expected return on plan assets. The Company is required to consider current market conditions, including changes in interest rates, in establishing these assumptions. Changes in the related pension and post-retirement benefit costs or credits may occur in the future because of changes resulting from fluctuations in the Company's employee headcount and/or changes in the various assumptions.

The Company uses a discount rate of 6.75% and an assumed long-term return on assets of 9.0% to calculate its retirement expenses. The return on asset rate was set based upon reviews of a 30 and 50 year span of historical returns of equity and fixed income indices, taking into account the roughly 70% equity and 30% fixed income mix of the Company's qualified pension plans assets, and consultation with the Company's actuaries. Retirement expenses in fiscal 2003 are currently expected to increase over fiscal 2002 by an estimated $4 million to $5 million, although actual results may differ from this expectation.

Self-Insurance - The Company is self-insured for the majority of its group health insurance costs. The Company relies on claims experience and the advice of consulting actuaries and administrators in determining an adequate liability for self-insurance claims. Given the increase in medical costs, the Company anticipates that annual health care expenses could rise between $3 million and $4 million in fiscal 2003, although actual results may differ from this expectation.

Recent Events and Trends

While total advertising revenues grew 2.9% in the second quarter, classified advertising continued to decline, particularly in the employment and automotive categories. Employment advertising revenues, which have declined significantly over the past two years, declined 17.2% in the second quarter of fiscal 2003, while automotive declined 3.5%. These declines were offset by advertising revenue growth in other categories. Please see the revenue discussions below.

Newsprint is the major component of the Company's cost of raw materials and represented 13.5% of the Company's overall operating expenses in the second quarter of fiscal 2003. Consequently, the Company's earnings are sensitive to changes in newsprint prices. All other things being equal, a hypothetical $10 per metric tonne change in newsprint prices affects earnings per share by $.03 cents annually. The Company's newsprint suppliers implemented increases in newsprint prices in the fourth quarter of fiscal 2002 and the second quarter of fiscal 2003. In addition, the suppliers announced a $50 per metric tonne price increase for August 2003. At this time it is uncertain when the announced August price increase will be implemented or in what amount. The eventual timing and amount of changes in newsprint pricing is largely dependent on global demand and supply for newsprint. The impact of newsprint price expense on the Company's results of operations is discussed in the quarterly and six-month comp arisons below.

On June 10, 2003, the Company sold the assets of The Newspaper Network (TNN), a national sales and marketing company. The Associated Press purchased TNN's ad processing operations and, separately, Vertis, Inc. purchased TNN's sales and marketing assets. Total consideration from the sales was $14.2 million including the assumption of liabilities. The Company has reclassified the assets and liabilities of TNN as held for sale in its consolidated balance sheet as of December 29, 2002. The revenues and operating results of TNN are included in discontinued operations in 2002 and 2003, as is the gain on its sale in 2003.

Second Fiscal Quarter 2003 Compared to Second Fiscal Quarter 2002

The Company reported net income from continuing operations of $37.5 million, or 81 cents per share, for the second fiscal quarter 2003, compared to $36.2 million, or 78 cents per share in the second fiscal quarter 2002. Total earnings in the second fiscal quarter 2003 were $43.8 million, or 94 cents per share, which included income from TNN, a discontinued operation, of $6.0 million, or 13 cents per share.

Revenues:

Revenues from continuing operations in the second fiscal quarter 2003 were up 1.8% to $276.4 million from the second fiscal quarter 2002, with advertising revenues up 2.9% to $229.5 million, and circulation revenues down 1.9% to $41.3 million due partially to changes in the mix of home delivery and single copy sales and to promotional programs at certain of the Company's newspapers. The increase in advertising revenue was due to a 15.9% increase in national advertising and a 4.6% gain in retail advertising. These gains were offset partially by a 4.7% decrease in classified advertising. Within classified advertising, real estate rose 14.0%, employment declined 17.7%, and automotive declined 3.5%.

OPERATING REVENUES BY REGIONS (in thousands):

 

Second Quarter

   
 


2003

 


2002

%
Change

       

Minnesota newspaper

$       90,413

$       91,281

(1.0)%

California newspapers

99,216

93,412

6.2    

Carolinas newspapers

44,495

45,149

(1.5)   

Northwest newspapers

42,012

41,252

1.8    

Non-newspaper operations

234

368

(36.4)   

 

$     276,370

$    271,462

1.8% 

Minnesota - The Star Tribune generated 32.7% of the Company's second quarter revenues. Total revenues declined by 1.0% with advertising revenues up 0.1% due to a 7.3% increase in national advertising and a 3.0% increase in retail advertising, offset by a 5.7% decline in classified advertising. Within classified advertising, employment decreased by 21.2% and automotive declined by 4.3%. These declines were partially offset by a 21.1% increase in real estate advertising. Circulation revenues declined by 4.6% primarily due to changes in the sales mix of home delivery and single copy circulation and promotional programs implemented during the quarter.

California - California, which includes three daily newspapers, one non-daily newspaper and two free distribution Spanish-language newspapers, contributed 35.9% of the Company's second quarter revenues. Total revenues at the California newspapers were up 6.2%. Advertising revenues increased 6.9% with national up 30.3%, retail up 6.9% and classified down 3.3%. Within classified advertising, employment declined by 18.7% and automotive decreased by 1.8%. These declines were partially offset by a 17.8% increase in real estate advertising. Other advertising, which includes direct mail and online advertising, was up $1.8 million or 33.4%.

Carolinas - The Carolinas, which includes four daily and eight non-daily newspapers, generated 16.1% of the Company's second quarter revenues. Total revenues decreased by 1.4% with advertising down 0.8%. Retail advertising was up 3.2%, classified advertising declined 6.5% and national advertising decreased by 3.2% on a relatively small base. Within classified advertising, employment declined 6.7%, real estate decreased 3.6% and automotive declined by 2.2%. Circulation revenues declined by 2.8% due primarily to reclassifications of certain delivery costs to contra revenue.

The Northwest - The Northwest, which includes three daily and two non-daily newspapers, generated 15.2% of the Company's second quarter revenues. Total revenues were up 1.8% with advertising revenue up 3.4%. National advertising was up 18.9%, retail advertising was up 4.2% and classified advertising was down 3.8%. Within classified advertising, employment declined by 19.1 % and automotive declined by 7.8%. These declines were partially offset by a 23.7% gain in real estate advertising. Commercial printing revenues declined 13.6% due to the loss of a customer at the Anchorage Daily News.

Non-Newspaper Operations - These revenues are derived from Nando Media, the Company's online publishing operation. Revenues at Nando Media declined by $134,000 in the second fiscal quarter 2003, due primarily to reduction in the sales of content to third parties.

Operating Expense:

Total operating expenses increased by 3.0% in the second fiscal quarter 2003 due primarily to higher newsprint, retirement and medical costs. Compensation costs were up 2.4% reflecting merit increases and higher fringe benefit costs. Salaries increased 1.9% and fringe benefit costs rose 5.0% largely due to $1.1 million in additional retirement and medical costs. Newsprint expense was up 5.9% for the second fiscal quarter 2003, with newsprint prices up 6.5% and consumption down 0.