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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 27, 2005

or

[  ]

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

For the transition period from ________________________________ to _______________________________

Commission file number:

1-9824

The McClatchy Company

(Exact name of registrant as specified in its charter)

Delaware

52-2080478

(State or other jurisdiction of incorporation or organization)

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

 

2100 "Q" Street, Sacramento, CA

95816

(Address of principal executive offices)

(Zip Code)

916-321-1846

Registrant's telephone number, including area code

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: [ X ] Yes      [ ] No

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

[X]

Yes

[ ]

No

 

Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date: April 28, 2005:

 

Class A Common Stock

20,379,557

Class B Common Stock

26,244,147

THE McCLATCHY COMPANY

INDEX TO FORM 10-Q

 

Part I - FINANCIAL INFORMATION

Page

   

Item 1 - Financial Statements (unaudited):

 

 

Consolidated Balance Sheet - March 27, 2005 and December 26, 2004

1

 

Consolidated Statement of Income for the Three Months ended March 27, 2005 and March 28, 2004


3

 

Consolidated Statement of Cash Flows for the Three Months ended March 27, 2005 and March 28, 2004


4

 

Consolidated Statement of Stockholders' Equity for the Period December 26, 2004 to March 27, 2005


5

 

Notes to Consolidated Financial Statements

6

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


12

Item 3 - Quantitative and Qualitative Disclosures About Market Risk

19

Item 4 - Controls and Procedures

20

Part II - OTHER INFORMATION

 

Item 1 - Legal Proceedings

20

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

20

Item 3 - Defaults Upon Senior Securities

20

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

20

Item 5 - Other Information

20

Item 6 - Exhibits

20

Signatures

21

Index of Exhibits

22

PART I - FINANCIAL INFORMATION

Item 1 - FINANCIAL STATEMENTS

 

THE MCCLATCHY COMPANY

CONSOLIDATED BALANCE SHEET (UNAUDITED)

(In thousands)

March 27,

December 26,

2005

2004

ASSETS

CURRENT ASSETS:

Cash and cash equivalents

$ 1,984

$ 4,857

Trade receivables (less allowance of

   $2,793 in 2005 and $2,769 in 2004)

121,118

138,467

   

Other receivables

3,440

3,735

Newsprint, ink and other inventories

19,498

17,032

   

Deferred income taxes

18,954

18,661

   

Prepaid income taxes

-

7,265

   

Other current assets

12,323

13,746

177,317

203,763

PROPERTY, PLANT AND EQUIPMENT:

Building and improvements

237,668

237,304

   

Equipment

547,348

520,122

785,016

757,426

Less accumulated depreciation

(477,390)

(469,059) (469,059(469,059)

307,626

288,367

   

Land

53,511

53,630

   

Construction in progress

15,623

25,236

376,760

367,233

INTANGIBLE ASSETS:

   

Identifiable intangibles - net

58,097

62,712

   

Goodwill - net

1,249,053

1,249,053

1,307,150

1,311,765

PREPAID PENSION ASSETS

185,932

149,483

OTHER ASSETS

17,077

17,156

TOTAL ASSETS

$ 2,064,236

$ 2,049,400

See notes to consolidated financial statements.

 

 

 

 

THE MCCLATCHY COMPANY

CONSOLIDATED BALANCE SHEET (UNAUDITED)

(In thousands)

March 27,

December 26,

2005

2004

LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:

   

Accounts payable

$ 27,900

$ 31,486

   

Accrued compensation

53,100

65,031

   

Income taxes

15,986

-

   

Unearned revenue

45,337

43,344

   

Carrier deposits

1,553

1,530

   

Other accrued liabilities

15,731

15,499

159,607

156,890

LONG-TERM DEBT

253,400

267,200

OTHER LONG-TERM OBLIGATIONS

47,531

48,725

DEFERRED INCOME TAXES

150,287

153,581

COMMITMENTS AND CONTINGENCIES (NOTE 4)

STOCKHOLDERS' EQUITY:

   

Common stock $.01 par value:

     

Class A - authorized 100,000,000 shares,

203

202

issued 20,338,738 in 2005 and 20,200,107 in 2004

     

Class B - authorized 60,000,000 shares,

262

263

     

issued 26,244,147 in 2005 and 26,264,147 in 2004

     

Additional paid-in capital

342,316

335,489

     

Retained earnings

1,114,959

1,088,679

     

Deferred stock compensation

(2,700)

-

     

Accumulated other comprehensive loss

(1,629)

(1,629)

1,453,411

1,423,004

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY EDEQUITEEEQUIEQUITY

$ 2,064,236

$ 2,049,400

See notes to consolidated financial statements.

 

THE McCLATCHY COMPANY

CONSOLIDATED STATEMENT OF INCOME (UNAUDITED)

(In thousands, except per share amounts)

Three Months Ended

March 27,

March 28,

2005

2004

REVENUES - NET:

Advertising

$ 233,898

$ 224,658

Circulation

41,397

41,546

Other

5,632

6,079

280,927

272,283

OPERATING EXPENSES:

Compensation

122,118

118,103

Newsprint and supplements

36,443

34,969

Depreciation and amortization

16,350

16,614

Other operating expenses

50,514

50,798

225,425

220,484

OPERATING INCOME

55,502

51,799

NON-OPERATING (EXPENSES) INCOME:

Interest expense

(2,012)

(3,639)

Partnership income (loss)

106

(107)

Other - net

89

72

(1,817)

(3,674)

INCOME BEFORE INCOME TAX PROVISION

53,685

48,125

INCOME TAX PROVISION

21,350

19,196

NET INCOME

$ 32,335

$ 28,929

NET INCOME PER COMMON SHARE:

Basic

$ 0.69

$ 0.62

Diluted

$ 0.69

$ 0.62

WEIGHTED AVERAGE NUMBER OF COMMON SHARES:

Basic

46,541

46,311

Diluted

46,977

46,748

See notes to consolidated financial statements.

THE McCLATCHY COMPANY

CONSOLIDATED STATEMENT OF CASH FLOWS (UNAUDITED)

(In thousands)

Three Months Ended

March 27,

March 28,

2005

2004

CASH FLOWS FROM OPERATING ACTIVITIES:

Net income

$ 32,335

$ 28,929

Reconciliation to net cash provided:

Depreciation and amortization

16,350

16,614

Deferred income taxes

(3,587)

5,327

Partnership (income) loss

(106)

107

Contribution to pension plans

(40,000)

(60,000)

Changes in certain assets and liabilities - net

25,566

14,949

Other

267

1,044

Net cash provided by operations

30,825

6,970

CASH FLOWS FROM INVESTING ACTIVITIES:

Purchases of property, plant and equipment

(17,055)

(14,651)

Purchase of Merced Group

-

(40,994)

Other - net

48

86

Net cash used by investing activities

(17,007)

(55,559)

CASH FLOWS FROM FINANCING ACTIVITIES:

Net proceeds from revolving credit line

-

73,400

Net payments of commercial paper

(13,800)

-

Repayment of debt

-

(21,769)

Payment of cash dividends

(6,055)

(5,559)

Other - principally stock issuances

3,164

2,054

Net cash (used) provided by financing activities

(16,691)

48,126

NET CHANGE IN CASH AND CASH EQUIVALENTS

(2,873)

(463)

CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR

4,857

3,384

CASH AND CASH EQUIVALENTS, END OF PERIOD

$ 1,984

$ 2,921

OTHER CASH FLOW INFORMATION:

Cash paid during the period for:

Income taxes (net of refunds)

$ 845

$ 378

Interest (net of capitalized interest)

$ 1,844

$ 2,748

See notes to consolidated financial statements.

 

 

THE McCLATCHY COMPANY

CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY (UNAUDITED)

(In thousands, except share amounts)

Accumulated

Additional

Deferred

Other

Par Value

Paid-In

Retained

Stock

Comprehensive

Class A

Class B

Capital

Earnings

Compensation

Loss

Total

BALANCES, DECEMBER 26, 2004

$ 202

$ 263

$ 335,489

$ 1,088,679

$ -

$ (1,629)

$ 1,423,004

Net income

32,335

32,335

Dividends paid ($.13 share)

(6,055)

(6,055)

Conversion of 20,000 Class B shares

   to Class A

1

(1)

-

Issuance of 118,631 Class A shares

   under stock plans

5,986

(2,822)

3,164

Amortization of deferred stock compensation

122

122

Tax benefit from stock plans

 

 

841

 

 

841

BALANCES, MARCH 27, 2005

$ 203

$ 262

$ 342,316

$ 1,114,959

$ (2,700)

$ (1,629)

$ 1,453,411

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, the Northwest (Washington and Alaska) and the Carolinas.

The consolidated financial statements include the Company and its subsidiaries. Significant intercompany items and transactions are eliminated. In preparing the financial statements, management makes 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 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 (consisting of normal recurring items) to present fairly the Company's financial position, results of operations, and cash flows for the interim periods presented. The financial statements contained in this report are not necessarily indicative of the results to be expected for the full year.

Revenue recognition - Advertising revenues are recorded when advertisements are placed in the newspaper and/or online and circulation revenues are recorded as newspapers are delivered over the subscription term. Unearned revenues primarily represent prepaid circulation subscriptions.

Cash equivalents are highly liquid debt investments with maturities of three months or less when acquired.

Concentrations of credit risks - Financial instruments that potentially subject the Company to concentrations of credit risks are principally cash and cash equivalents and trade accounts receivables. Cash and cash equivalents are placed with major financial institutions. The Company routinely assesses the financial strength of significant customers and this assessment, combined with the large number and geographic diversity of its customers, limits the Company's concentration of risk with respect to trade accounts receivable.

Inventories are stated at the lower of cost (based principally on the first-in, first-out method) or current market value.

Related party transactions - 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. The Company guarantees certain bank debt used to construct the mill and is required to purchase 28,400 metric tons of annual production on a "take-if-tendered" basis at prevailing market prices until the debt is repaid. The Company satisfies this obligation by direct purchase (payments made in the first fiscal quarter of fiscal 2005 and 2004: $4,060,000 and $3,580,000, respectively) or reallocation to other buyers.

Property, plant and equipment are stated at cost. Major improvements, as well as interest incurred during construction, are capitalized. Expenditures for maintenance and repairs are charged to expense as incurred.

Depreciation is computed generally on a straight-line basis over estimated useful lives of:

10 to 60 years for buildings

  9 to 25 years for presses

  3 to 15 years for other equipment

Intangibles and goodwill consist of the unamortized excess of the cost of acquiring newspaper operations over the fair values of the newspapers' tangible assets at the date of purchase. Identifiable intangible assets, consisting primarily of lists of advertisers and subscribers, are amortized over four to forty years. Prior to the adoption of Statement of Financial Accounting Standard (SFAS) No. 142 in fiscal 2002, the excess of purchase prices over identifiable assets was amortized over forty years. Management periodically evaluates the recoverability of intangible assets by reviewing the current and projected cash flows of its newspaper operations.

Information regarding the Company's identifiable intangible assets are as follows (in thousands):

March 27, 2005

Average Useful Life

Carrying Amount

Accumulated Amortization

Net

Advertiser and subscriber lists

16 Years

$ 256,150

$ 203,741

$ 52,409

Other

4 Years

15,886

10,198

5,688

Identifiable intangible assets

$ 272,036

$ 213,939

$ 58,097

 

December 26, 2004

Average Useful Life

Carrying Amount

Accumulated Amortization

Net

Advertiser and subscriber lists

16 Years

$ 256,150

$ 199,307

$ 56,843

Other

4 Years

15,886

10,017

5,869

Identifiable intangible assets

$ 272,036

$ 209,324

$ 62,712

When changes are accepted, this page will disappear

Amortization expense was $4,488,000 and $4,562,000 for the three months ended March 27, 2005 and March 28, 2004, respectively. The remaining expense for fiscal 2005 and for the five succeeding fiscal years for intangible assets owned as of March 27, 2005, is as follows (in thousands):

Year

Estimated
Amortization
Expense

2005 (remaining)

$      13,421

2006

7,601

2007

3,753

2008

3,743

2009

3,713

2010

3,035

Stock-based compensation - At March 27, 2005, 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."

The Company issued 40,000 shares of restricted Class A stock in January 2005 to its Chief Executive Officer. The shares vest at the end of four years and are subject to the attainment of defined performance criteria. At this time, the Company expects such performance criteria to be met, and is expensing the related compensation over the four-year period.

 

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

March 27,

March 28,

2005

2004

Net Income:

As reported:

$ 32,335

$ 28,929

Add stock-based compensation included

   in net income, net of taxes

               73

                 -

Deduct stock-based compensation

under SFAS No. 123, net of taxes

(1,440)

(1,359)

Pro forma

$ 30,968

$ 27,570

Earnings per common share:

As reported:

Basic

$ 0.69

$ 0.62

Diluted

$ 0.69

$ 0.62

Pro forma:

Basic

$ 0.67

$ 0.60

Diluted

$ 0.66

$ 0.59

In December 2004, the Financial Accounting Standards Board issued SFAS No. 123 (revised 2004), "Share-Based Payment" ("SFAS 123R"), which replaces SFAS No. 123, "Accounting for Stock Issued to Employees." SFAS 123R requires all share-based payments to employees, including grants of employee stock options and purchases under the employee stock purchase plan, to be recognized in the financial statements based on their fair values, beginning with the first interim or annual period after June 15, 2005, with early adoption encouraged. The pro forma disclosures previously permitted under SFAS 123, no longer will be an alternative to financial statement recognition. In April 2005, the Securities and Exchange Commission issued a new ruling delaying the adoption of SFAS 123R until the first fiscal year beginning after

June 15, 2005. Under SFAS 123R, the Company must determine the appropriate fair value model to be used for valuing share-based payments, the amortization method for compensation cost and the transition method to be used at date of adoption. The transition methods include prospective and retroactive adoption options. The prospective method requires that compensation expense be recorded at the beginning of the first fiscal quarter of adoption of SFAS 123R for all unvested stock options and restricted stock based upon the previously disclosed SFAS 123 methodology and amounts. The retroactive methods would record compensation expense beginning with the first period restated for all unvested stock options and restricted stock. Management is evaluating the requirements of SFAS 123R and has not yet determined the method and timing of adoption. If the Company were to expense the value of stock options for the full fiscal year of 2005, it would reduce earnings by an estimated 10 to 12 cents per share. This estimate is based upon currently available information and actual results may differ when SFAS 123R is adopted.

Derivative instruments - The Company records its derivative instruments at fair value in its financial statements. The Company had no derivative instruments at December 26, 2004 or March 27, 2005.

Deferred income taxes result from temporary differences between amounts of assets and liabilities reported for financial and income tax reporting purposes.

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 net of tax effects. There was no activity in other comprehensive income (loss) for the first fiscal quarter ended March 27, 2005.

Segment reporting - The Company's primary business is the publication of newspapers. The Company aggregates its newspapers into a single segment because each has similar economic characteristics, products, customers and distribution methods.

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 first fiscal quarter, were 1,186 in 2005 and 1,846 in 2004.

NOTE 2. EMPLOYEE BENEFITS

The Company sponsors defined benefit pension plans (retirement plans), which cover a majority of its employees. Benefits are based on years of service and compensation. Contributions to the plans are made by the Company in amounts deemed necessary to provide the required benefits. The Company made $40.0 million in voluntary contributions to its plans in early 2005 and does not currently anticipate any additional contributions in the remainder of fiscal 2005.

The Company also has a limited number of supplemental retirement plans to provide key employees with additional retirement benefits. The terms of the plans are generally the same as those of the retirement plans, except that the supplemental retirement plans are limited to key employees and benefits under them are reduced by benefits received under the retirement plans. These plans are funded on a pay-as-you-go basis and the accrued pension obligation is largely included in other long-term obligations.

The elements of pension costs are as follows (in thousands):

Three Months Ended

March 27,

March 28,

2005

2004

Service cost

$ 5,022

$ 5,199

Interest cost

8,608

8,616

Expected return on plan assets

(11,574)

(12,427)

Prior service cost amortization

165

128

Actuarial loss

2,115

1,636

Net pension expense

$ 4,336

$ 3,152

The Company also provides or subsidizes certain retiree health care and life insurance benefits with two plans, one for employees of McClatchy Newspapers, Inc. and one for employees of The Star Tribune Company. The elements of post-retirement expenses are as follows (in thousands):

Three Months Ended

March 27,

March 28,

2005

2004

Service cost

$ 313

$ 342

Interest cost

397

409

Prior service cost amortization

(29)

(26)

Actuarial loss

165

221

Net post-retirement expense

$ 846

$ 946

NOTE 3. COMMON STOCK AND STOCK PLANS

The Company's Class A and Class B Common Stock participate equally in dividends. Holders of Class B 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 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). The ag reement 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.

Item 2 -

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


Overview

The Company owns and publishes 30 newspapers in four regions of the country - Minnesota, California, the Carolinas and the Northwest (Alaska and Washington). The Company's newspapers range from large dailies serving metropolitan areas to non-daily newspapers serving small communities. The Company supplements its newspaper publishing with an array of niche products and direct marketing initiatives, including direct mail. The Company also operates leading local websites in each of its daily newspaper markets offering users information, comprehensive news, advertising, e-commerce and other services. The Company also owns and operates McClatchy Interactive, an interactive media operation that provides newspapers with content, publishing tools and software development.

The Company's primary source of revenue is advertising, which accounts for roughly 85% of the Company's revenue. While percentages vary from year to year, and from newspaper to newspaper, retail advertising carried as a part of newspapers ("run-of-press" or "ROP" advertising) or in advertising inserts placed in newspapers (preprint advertising), generally contributes roughly 40% of advertising revenues at the Company's newspapers. Recent trends have been for certain national or regional retailers to use greater preprint advertising and less ROP advertising, although that trend shifts from time to time. Nonetheless, ROP advertising still makes up the majority of retail advertising. Classified advertising, primarily in automotive, employment and real estate categories, generally contributes about 40% of advertising revenue and national advertising generally contributes about 10% of total advertising. Online advertising, direct marketing and other advertising make up the remainder of the Company's advertising revenues. Circulation revenues contribute roughly 15% of the Company's newspaper revenues, depending upon the size and locale of the newspaper. Most newspapers are delivered by independent contractors. Circulation revenues are recorded net of direct delivery costs.

See the following Results of Operations for a discussion of the Company's revenue performance and contribution by categories for the first three months of fiscal 2005 and 2004.

Recent Trends

Operating Expenses:

The Company incurred two newsprint price increases in 2004, resulting in an average increase of 9.5% in newsprint prices in fiscal 2004 compared to fiscal 2003. An additional price increase was announced for the first fiscal quarter of 2005; however, the ultimate amount and timing of any price increase is uncertain at this time. Newsprint pricing is dependent on global demand and supply for newsprint. All other things being equal, a hypothetical $10 per metric ton change in newsprint prices affects earnings per share by three cents annually. The impact of newsprint price increases on the Company's expenses is discussed under "Results of Operations" below.

The Company's fringe benefit costs increased 5.3% over the first fiscal quarter of 2004 due primarily to higher retirement and medical costs, and are expected to increase in the high single-digit percent range in 2005. With regard to the Company's retirement expenses, historically low long-term interest rates caused the Company to use a 6.0% discount rate to calculate its pension and post-retirement expenses in fiscal 2005 compared to a 6.25% rate used in fiscal 2004. In addition, due to a lower return environment, the Company reduced its assumed return on assets to 8.5% in 2005 from 9.0% in 2004. These factors have increased the Company's pension expense in fiscal 2005 compared to 2004. The Company contributed $40.0 million to its pension plans in early fiscal 2005, and expected earnings on this contribution partially offset these increases.

Recent Accounting Pronouncements:

In December 2004, the Financial Accounting Standards Board issued SFAS No. 123 (revised 2004), "Share-Based Payments" ("SFAS 123R"), which replaces SFAS No. 123, "Accounting for Stock Issued to Employees." SFAS 123R requires all share-based payments to employees, including grants of employee stock options and purchases under the employee stock purchase plan, to be recognized in the financial statements based on their fair values, beginning with the first interim or annual period after June 15, 2005, with early adoption encouraged. The pro forma disclosures previously permitted under SFAS 123, no longer will be an alternative to financial statement recognition. In April 2005, the Securities and Exchange Commission issued a new ruling delaying the adoption of SFAS 123R until the first fiscal year beginning after

June 15, 2005. Under SFAS 123R, the Company must determine the appropriate fair value model to be used for valuing share-based payments, the amortization method for compensation cost and the transition method to be used at date of adoption. The transition methods include prospective and retroactive adoption options. The prospective method requires that compensation expense be recorded at the beginning of the first quarter of adoption of SFAS 123R for all unvested stock options and restricted stock based upon the previously disclosed SFAS 123 methodology and amounts. The retroactive methods would record compensation expense beginning with the first period restated for all unvested stock options and restricted stock. Management is evaluating the requirements of SFAS 123R and has not yet determined the method of adoption. If the Company were to expense the value of stock options for the full fiscal year 2005, it would reduce earnings by an estimated 10 to 12 cents per share. This estimate is based upo n currently available information and actual results may differ when SFAS 123R is adopted.


RESULTS OF OPERATIONS

First Fiscal Quarter of 2005 Compared to First Fiscal Quarter of 2004

The Company reported net income of $32.3 million or $0.69 per share for the first fiscal quarter of 2005 compared to $28.9 million or $0.62 per share in the first fiscal quarter of 2004. Most of the earnings gain reflected revenue growth and cost containment efforts in the 2005 quarter.

Revenues:

Revenues in the first fiscal quarter of 2005 were $280.9 million, up 3.2% from revenues in the first fiscal quarter of 2004. Advertising revenues were up 4.1% to $233.9 million and circulation revenue was down 0.4% to $41.4 million.

The following table summarizes the Company's revenue by category for the first fiscal quarter of 2005 compared to the first fiscal quarter of 2004 (dollars in thousands):

Fiscal Quarter Ended

March 27,

March 28,

%

2005

2004

Change

Advertising Revenues:

Retail

$ 94,456

$ 92,333

2.3%

National

24,389

23,859

2.2%

Classified:

Automotive

29,210

31,096

-6.1%

Employment

36,154

31,605

14.4%

Real estate

26,970

24,122

11.8%

Other

9,730

 

9,648

0.8%