Document/ExhibitDescriptionPagesSize 1: 10-Q Quarterly Report HTML 347K
2: EX-31.1 Certification Pursuant to Section 302 HTML 11K
3: EX-31.2 Certification Pursuant to Section 302 HTML 11K
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5: EX-32.1 Certification Pursuant to Section 906 HTML 9K
6: EX-32.2 Certification Pursuant to Section 906 HTML 8K
(Exact name of registrant as specified in its charter)
Delaware
76-0425553
(State or other jurisdiction of
(I.R.S. Employer
incorporation or organization)
Identification Number)
101 W. Colfax Avenue, Suite 1100
Denver, Colorado
80202
(Address of principal executive offices)
(Zip Code)
Registrant’s telephone number, including area code: (303) 954-6360
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. Item (1) Yes [X] No [ ]; Item (2) Yes [ ] No [X]*
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer,
or a non-accelerated filer. See definition of “accelerated filer” and “large accelerated filer” in
Rule 12b-2 of the Exchange Act.
*The registrant’s duty to file reports with the Securities and Exchange Commission has been
suspended in respect of its fiscal year commencing July 1, 2006 pursuant to Section 15(d) of the
Securities Exchange Act of 1934. It is filing this Quarterly Report on Form 10-Q on a voluntary
basis.
INDEX TO MEDIANEWS GROUP, INC. REPORT ON FORM 10-Q FOR THE QUARTER ENDED DECEMBER 31, 2006
The information required by this item is filed as part of this report on Form 10-Q. See Index
to Financial Information on page 6 of this report on Form 10-Q.
ITEM 2: MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The information required by this item is filed as part of this report on Form 10-Q. See Index
to Financial Information on page 6 of this report on Form 10-Q.
ITEM 3: QUANTITATIVE AND QUALITATIVE DISCLOSURE OF MARKET RISK
The information required by this item is filed as part of this report on Form 10-Q. See Index
to Financial Information on page 6 of this report on Form 10-Q.
ITEM 4: CONTROLS AND PROCEDURES
As of December 31, 2006, we had carried out an evaluation, under the supervision and with the
participation of our management, including our Chief Executive Officer, President, and Chief
Financial Officer, of the effectiveness of the design and operation of our disclosure controls and
procedures as defined in Rule 15d-15(e) of the Securities Exchange Act of 1934 (the “Exchange
Act”). Based upon that evaluation, the Chief Executive Officer, President, and Chief Financial
Officer concluded that our disclosure controls and procedures were sufficiently effective to
provide reasonable assurance that material information regarding us and/or our subsidiaries
required to be disclosed by us in reports filed or submitted under the Exchange Act is recorded,
processed, summarized and reported, as required, within the time periods specified in the
Securities and Exchange Commission rules and forms.
During the period covered by this quarterly report, there have been no changes in our internal
control over financial reporting that materially affected, or are reasonably likely to materially
affect, our internal controls over financial reporting.
The Company’s management, including the CEO, President, and CFO, does not expect that our
disclosure controls or our internal controls will prevent all errors and all fraud. A control
system, no matter how well conceived and operated, can provide only reasonable, not absolute,
assurance that the objectives of the control system are met. Further, the design of a control
system must reflect the fact that there are resource constraints, and the benefits of controls must
be considered relative to their costs. Our disclosure controls and procedures are designed to
provide reasonable assurance of achieving their objectives. Because of the inherent limitations in
all control systems, no evaluation of controls can provide absolute assurance that all control
issues and instances of fraud, if any, within the company have been detected. These inherent
limitations include the realities that judgments in decision-making can be faulty, and that
breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented
by the individual acts of some persons or by collusion of two or more people. The design of any
system of controls also is based in part upon certain assumptions about the likelihood of future
events, and there can be no assurance that any design will succeed in achieving its stated goals
under all potential future conditions; over time, controls may become inadequate because of changes
in conditions, or the degree of compliance with the policies or procedures may deteriorate. Because
of the inherent limitations in a cost-effective control system, misstatements due to error or fraud
may occur and not be detected.
The information required by this item is filed as part of this report on Form 10-Q as Note 4
of the Notes to Condensed Consolidated Financial Statements. See Index to Financial Information on
page 6 of this report on Form 10-Q.
ITEM 1A: RISK FACTORS
In addition to the other information set forth in this report, see factors discussed in Part
I, “Item 1A. Risk Factors” in our Annual Report on Form 10-K for the year ended June 30, 2006,
which could materially affect our business, financial condition or future results. The risks
described in our Annual Report on Form 10-K are not the only risks facing our Company. Additional
risks and uncertainties not currently known to us or that we currently deem to be immaterial also
may materially adversely affect our business, financial condition and/or operating results.
ITEM 4: SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
As of October 1, 2006, the holders of 93.1% of all outstanding shares of our Class A Common
Stock acted by written consent in lieu of an annual meeting to re-elect Richard B. Scudder, William
Dean Singleton, Jean L. Scudder and Howell E. Begle to our board of directors. Following the
effectiveness of that action, our board of directors consisted of Richard B. Scudder, William Dean
Singleton, Jean L. Scudder and Howell E. Begle.
ITEM 6: EXHIBITS
See Exhibit Index for list of exhibits filed with this report.
This report on Form 10-Q includes “forward-looking statements” within the meaning of Section
27A of the Securities Act and Section 21E of the Exchange Act. Forward-looking statements contained
herein and elsewhere in this report are based on current expectations. Such statements are made
pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. The
terms “expect,”“anticipate,”“intend,”“believe,” and “project” and similar words or expressions
are intended to identify forward-looking statements. These statements speak only as of the date of
this report. These forward-looking statements are subject to certain risks and uncertainties that
could cause actual results and events to differ materially from those anticipated and should be
viewed with caution. Potential risks and uncertainties that could adversely affect our ability to
obtain these results, and in most instances are beyond our control, include, without limitation,
those listed under “Risk Factors” in our Annual Report on Form 10-K for the year ended June 30,2006 and the following additional factors: (a) acquisitions of new businesses or dispositions of
existing businesses, (b) costs or difficulties related to the integration of businesses acquired by
us may be greater than expected, (c) increases in interest or financing costs, and (d) other
unanticipated events and conditions. It is not possible to foresee or identify all such factors. We
make no commitment to update any forward-looking statement or to disclose any facts, events, or
circumstances after the date hereof that may affect the accuracy of any forward-looking statements.
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.
Excess of cost over fair value of net assets acquired
788,328
424,161
Newspaper mastheads
374,229
101,829
Advertiser lists, covenants not to compete and other identifiable
intangible assets, less accumulated amortization of $44,385 at
December 31, 2006 and $34,506 at June 30, 2006
184,598
15,656
Other
50,256
44,466
TOTAL OTHER ASSETS
1,760,495
908,859
TOTAL ASSETS
$
2,527,795
$
1,427,783
See notes to condensed consolidated financial statements
Adjustments to reconcile net income to net cash provided by operating
activities:
Depreciation and amortization
36,867
30,001
Provision for losses on accounts receivable
5,870
4,328
Amortization of debt discount and deferred debt issuance costs
425
479
Net gain on sale of assets
(16,264
)
(322
)
Proportionate share of net income from unconsolidated JOAs
(23,002
)
(24,101
)
Distributions of net income from unconsolidated JOAs (a)
21,944
23,824
Equity investment income, net
(506
)
(4,424
)
Distributions of net income from equity investments (b)
950
4,217
Change in defined benefit plan assets, net of cash contributions
(4,241
)
393
Deferred income tax expense
16,227
570
Change in estimated option repurchase price
(6,607
)
250
Minority interest
34,966
14,576
Distributions paid to minority interest
(34,335
)
(9,623
)
Unrealized loss on hedging activities, reclassified to earnings from
accumulated other comprehensive loss
228
228
Change in operating assets and liabilities
6,929
(14,107
)
NET CASH FLOWS FROM OPERATING ACTIVITIES
65,727
32,020
CASH FLOWS FROM INVESTING ACTIVITIES:
Business acquisitions, net of cash acquired
(401,581
)
—
Business dispositions
14,000
—
Distributions in excess of net income from JOAs(a)
10,151
13,141
Distributions in excess of net income from equity investments(b)
1,068
1,423
Investment in Detroit and other investments
(171
)
(27,674
)
Capital expenditures
(13,240
)
(28,285
)
Proceeds from the sale of assets
19,913
573
NET CASH FLOWS FROM INVESTING ACTIVITIES
(369,860
)
(40,822
)
CASH FLOWS FROM FINANCING ACTIVITIES:
Issuance of long-term debt, net of fees
416,328
31,100
Reduction of long-term debt and other liabilities
(88,760
)
(25,889
)
Distributions in excess of net income to minority interests
(15,865
)
—
NET CASH FLOWS FROM FINANCING ACTIVITIES
311,703
5,211
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
7,570
(3,591
)
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD
424
4,262
CASH AND CASH EQUIVALENTS AT END OF PERIOD
$
7,994
$
671
(a) Total
distributions from unconsolidated JOAs were $32.1 million and
$37.0 million for the six months ended December 31, 2006
and 2005, respectively.
(b) Total
distributions from equity investments were $2.0 million and
$5.6 million for the six months ended December 31, 2006 and
2005, respectively.
Supplemental schedule of noncash investing activities:
Business acquisitions (St. Paul, Monterey and Torrance)
$
(290,614
)
$
—
Business acquisitions (San Jose and Contra Costa)
(337,230
)
—
Investment in Salt Lake Newspaper Production Facilities, LLC
(45,469
)
—
$
(673,313
)
$
—
See notes to condensed consolidated financial statements
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
Note 1: Significant Accounting Policies and Other Matters
Basis of Quarterly Financial Statements
The accompanying unaudited condensed consolidated financial statements have been prepared in
accordance with generally accepted accounting principles for interim financial information and with
the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include
all of the information and disclosures required by generally accepted accounting principles for
complete consolidated financial statements and should be read in conjunction with the consolidated
financial statements and notes thereto included in MediaNews Group, Inc.’s (“MediaNews” or the
“Company”) Annual Report on Form 10-K for the year ended June 30, 2006. In the opinion of
management, all adjustments considered necessary for a fair presentation have been included.
Operating results for the three- and six-month periods ended December 31, 2006 are not necessarily
indicative of the results that may be expected for future interim periods or for the year ended
June 30, 2007.
In addition, the unaudited condensed consolidated financial statements include the operating
results of the San Jose Mercury News, Contra Costa Times, The Monterey County Herald and the St.
Paul Pioneer Press beginning August 2, 2006 (see Note 7: Acquisitions, Dispositions and Other
Transactions). These four entities report on a 52- or 53-week fiscal year; therefore, their
results included in these unaudited condensed financial statements for the Company’s three-month
period ending December 31, 2006 are from September 25, 2006 through December 31, 2006 and for the
Company’s six-month period ending December 31, 2006 are from August 2, 2006 (transaction date)
through December 31, 2006.
Joint Operating Agencies
A joint operating agency (“JOA”) performs the production, sales, distribution and
administrative functions for two or more newspapers in the same market under the terms of a joint
operating agreement. Editorial control and news at each newspaper party to a joint operating
agreement continue to be separate and outside of a JOA. As of December 31, 2006, the Company
participates in JOAs in Denver, Colorado, Salt Lake City, Utah, York, Pennsylvania, Detroit,
Michigan and Charleston, West Virginia. See Note 3: Joint Operating Agencies of the Company’s
consolidated financial statements included in its June 30, 2006 Annual Report on Form 10-K for a
description of the Company’s accounting for the Denver and Salt Lake City JOAs.
The Company’s unconsolidated JOAs (Denver and Salt Lake City) are reported as a single net
amount in the accompanying financial statements in the line item “Income from Unconsolidated JOAs.”
This line item includes:
•
The Company’s proportionate share of net income from JOAs,
•
The amortization of subscriber lists created by the original purchase, as the
subscriber lists are attributable to the Company’s earnings in the JOAs, and
•
Editorial costs, miscellaneous revenue received outside of the JOA, and other charges
incurred by the Company’s consolidated subsidiaries directly attributable to the JOAs in
providing editorial content and news for the Company’s newspapers party to the JOAs.
The Company’s investments in the Denver and Salt Lake City JOAs are included in the
consolidated balance sheets under the line item “Investment in Unconsolidated JOAs.” See Note 3:
Denver and Salt Lake City Joint Operating Agencies for further discussion of our accounting for
these two JOAs.
Because of the structure of the partnership and the Company’s ownership interest, the
Company’s accounting for its investment in the Detroit JOA only includes the preferred
distributions the Company receives from the Detroit JOA. The
Company’s investment in The Detroit News, Inc. is included in other long-term assets. Under
the Charleston JOA, the Company is reimbursed for the cost of providing the news and editorial
content of the Charleston Daily Mail and is paid a management fee. The Company’s limited
partnership interest in the Charleston JOA does not entitle the Company to any share of the profits
or losses of the limited partnership.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
The Company owns all of the York JOA and accordingly, consolidates its results. The York
Dispatch (one of the newspapers in the JOA) is edited by a third party, and the Company reimburses
the third party for all related expenses and pays them a management fee. These expenses are
included in the Company’s consolidated results.
Income Taxes
At the end of each interim period, the Company makes its best estimate regarding the effective
tax rate expected to be applicable for the full fiscal year. The rate so determined is used in
providing for income taxes on a current year to date basis. Accordingly, the effective tax rate for
the three-month and six-month periods presented in this interim report on Form 10-Q may vary
significantly in future periods. The effective income tax rate varies from the federal statutory
rate because of state income taxes and the non-deductibility of certain expenses.
Seasonality
Newspaper companies tend to follow a distinct and recurring seasonal pattern, with higher
advertising revenues in months containing significant events or holidays. Accordingly, the fourth
calendar quarter, or the Company’s second fiscal quarter, is the Company’s strongest revenue
quarter of the year. Due to generally poor weather and lack of holidays, the first calendar
quarter, or the Company’s third fiscal quarter, is the Company’s weakest revenue quarter of the
year.
Revisions/Reclassifications
For comparability, certain prior year balances have been reclassified to conform to current
reporting classifications. In particular, the statement of cash flows has been revised for the six
months ended December 31, 2005 to reflect distributions in excess of net income from unconsolidated
JOAs and equity investments as cash flows from investing activities in accordance with Statement of
Financial Accounting Standards (“SFAS”) No. 95, Statement of Cash Flows. For the six months ended
December 31, 2005, the revision decreased the reported net cash flows from operating activities and
increased the reported net cash flows from investing activities by $14.6 million.
NOTE 2: Comprehensive Income
The Company’s comprehensive income consisted of the following:
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
NOTE 3: Denver and Salt Lake City Joint Operating Agencies
The following tables present the summarized results of the Denver and Salt Lake City JOAs on a
combined basis. The financial information presented under the captions Salt Lake City JOA and
Denver JOA is presented at 100%, with the other partners’ share of income from the related JOAs
subsequently eliminated. The editorial costs, miscellaneous revenue received outside of the JOA,
depreciation, amortization, and other direct costs incurred outside of the JOAs by our consolidated
subsidiaries associated with The Salt Lake Tribune and The Denver Post, are combined in the column
“Associated Revenues and Expenses.”
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
Depreciation and amortization expense was greater in the prior year due to accelerated
depreciation on certain fixed assets at the production facilities in Denver and Salt Lake City
which will be or were retired earlier than originally expected due to the construction of new
production facilities at the respective locations. The accelerated depreciation for the three and
six months ended December 31, 2006 is only related to the Denver JOA.
In addition, the fiscal year 2007 depreciation and amortization for the Salt Lake City JOA
includes depreciation and amortization on assets previously owned outside of the JOA. Prior to July1, 2006, each partner owned the fixed assets used in the operations of the Salt Lake City JOA as
tenants in common. Effective July 1, 2006, most of the operating assets utilized by the Salt Lake
City JOA are owned by Salt Lake Newspapers Production Facilities, LLC (“SLNPF”), which leases those
assets to the Salt Lake City JOA. SLNPF is owned 58% by the Company, and 42% by our partner in the
Salt Lake City JOA, Deseret News Publishing Company. Accordingly, for fiscal year 2007 the related
depreciation is included in “Salt Lake City JOA” income statement data instead of the “Associated
Revenues and Expenses” column. Management of SLNPF is shared equally between the Company and
Deseret News Publishing Company in the same manner as the Salt Lake JOA. The Company’s $45.5
million investment in the fixed assets contributed to SLNPF as of July 1, 2006 was reclassified
from Property, Plant and Equipment to Investment in Unconsolidated JOAs.
NOTE 4: Contingent Matters and Commitments
In January 2001, the Company acquired Kearns-Tribune, LLC (“Kearns-Tribune”) and The Salt Lake
Tribune. Prior to and since the acquisitions, MediaNews and Salt Lake Tribune Publishing Company
(“SLTPC”) have been involved in litigation over SLTPC’s option (“the Option Agreement”) to acquire
the assets used, held for use or usable in connection with the operation and publication of The
Salt Lake Tribune (the “Tribune Assets”). For additional discussion on the litigation, please refer
to Note 11: Commitments and Contingencies of the Company’s consolidated financial statements
included in its Annual Report on Form 10-K for the year ended June 30, 2006. The following is a
summary of updates with regard to this litigation.
One issue in dispute is the option exercise price. The terms of the Option Agreement specify
an appraisal process for determination of the fair market value of the Tribune Assets. In this
appraisal process, each party engaged an appraisal firm to value the Tribune Assets at their fair
market value. Kearns-Tribune’s appraisal valued the Tribune Assets at $380.0 million, whereas
SLTPC’s appraisal valued the Tribune Assets at $218.0 million. Because Kearns-Tribune’s and
SLTPC’s appraisals were more than 10% apart, the appraisers appointed by Kearns-Tribune and SLTPC
were required to jointly select a third appraiser. Under the terms of the Option Agreement, the
final option purchase price is based on the average of the two closest of the three appraisals. On
June 11, 2003, the third appraiser issued its final report valuing the Tribune Assets at $331.0
million. Accordingly, the option exercise price was set at $355.5 million for the Tribune Assets.
After the third appraiser’s final report was issued, SLTPC filed a lawsuit in the United States
District Court for the District of Utah (“District Court”) on June 24, 2003 (the “appraisal
lawsuit”), challenging the valuation performed by the third appraiser and seeking to set aside the
third appraisal and the $355.5 million exercise price. The District Court ruled that the appraisal
process constituted an arbitration under the Federal Arbitration Act (“FAA”) and that any challenge
must therefore be made under the procedures set forth in the FAA. The District Court subsequently
denied SLTPC’s motion under the FAA procedures seeking to set aside the appraisal, and, as a
consequence of its arbitration rulings, also dismissed the appraisal lawsuit. SLTPC appealed the
District Court’s rulings to the United States Court of Appeals for the Tenth Circuit (“Tenth
Circuit”), and on November 30, 2004, the Tenth Circuit reversed the District Court’s rulings.
While taking no position on the merits of the dispute as to the finality of the third appraisal and
the validity of the $355.5 million exercise price, the Tenth Circuit held that the Option
Agreement’s appraisal procedure did not constitute arbitration within the meaning of the FAA. The
Tenth Circuit accordingly reinstated SLTPC’s appraisal lawsuit.
In the reinstated appraisal lawsuit, SLTPC filed an amended complaint against MediaNews,
Kearns-Tribune and the third appraiser, Management Planning Inc. (“MPI”), seeking relief that
includes, among other things, (a) the setting aside of the third appraisal; (b) monetary damages
from the third appraiser for alleged breaches of contractual and fiduciary duties; and (c) what
SLTPC refers to as an “abatement” of the purchase price pursuant to allegations that the value of
the Tribune Assets has decreased since SLTPC sought to exercise the option. MediaNews and
Kearns-Tribune and MPI filed separate motions to dismiss SLTPC’s amended complaint in the appraisal
lawsuit. On October 24, 2005, the District Court granted those motions and dismissed the appraisal
lawsuit, ruling that SLTPC’s allegations in its amended complaint did not set forth grounds for the
invalidation of the third appraisal. SLTPC subsequently filed a motion for reconsideration or, in the
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
alternative, for leave to file a second amended complaint, which the District Court denied on
December 7, 2005. SLTPC appealed to the Tenth Circuit. On July 19, 2006, the Tenth Circuit reversed the District
Court, holding that SLTPC had alleged grounds for invalidation of the third appraisal by alleging
that MPI had (a) used the wrong definition of Fair Market Value; (b) failed to consider relevant
evidence; and (c) failed to comply with professional appraisal standards. The Tenth Circuit
remanded the case to the District Court for further proceedings to determine if those allegations
could be sustained. On October 26, 2006, the Tenth Circuit denied Kearns-Tribune’s petition for
rehearing.
When the appraisal lawsuit again returned to the District Court in November 2006, SLTPC sought
leave to file a second amended complaint that would include allegations of fraud and evident
partiality on the part of MPI. Over MediaNews and Kearns-Tribune’s objection, the District Court
granted the motion. On December 13, 2006, SLTPC filed a Second Amended Complaint, which MediaNews
and Kearns-Tribune answered on December 22, 2006.
Also in November 2006, MediaNews and Kearns-Tribune filed a motion to dismiss or stay SLTPC’s
claims that were unrelated to the validity of MPI’s appraisal on the ground that those claims were
either (a) already at issue in the main action or (b) premature and speculative. On December 12,2006, the District Court granted the motion in part, staying SLTPC’s claim for an abatement of the
option exercise price and staying the damages issues on all of SLTPC’s claims. The Court also
entered a scheduling order setting the case for trial in September 2007. The parties have now
exchanged written discovery and are in the process of scheduling depositions.
If the $355.5 million option exercise price is upheld, there remains a dispute as to whether
SLTPC has now waived its rights under the Option Agreement to acquire the Tribune Assets at that
price. The District Court had set a date of October 10, 2003 (the “Closing Date”) for the closing
to occur. On October 9, 2003, counsel for SLTPC sent a letter to counsel for MediaNews and
Kearns-Tribune notifying Kearns-Tribune that SLTPC would not pay the $355.5 million option exercise
price, and raised additional objections to the proposed closing documentation; accordingly, no
closing occurred on October 10, 2003. MediaNews and Kearns-Tribune contend that this was SLTPC’s
sole opportunity to close at the $355.5 million price, while SLTPC contends that in light of its
objections, it would be entitled to another opportunity to close at that price. It is expected
that any dispute over SLTPC’s opportunity for a second closing will be litigated in the main action
between the parties (see discussion in the paragraph below).
During the time in which the appraisal and exercise price issues were on appeal before the
Tenth Circuit, SLTPC’s main action was stayed. In the main action, SLTPC’s pending claims against
MediaNews and Kearns-Tribune include claims for specific performance, damages for breach of
contract (in the event some or all of the Tribune Assets are not transferred to SLTPC) and for
interference with contract (arising out of the amendment of the JOA in 2001). MediaNews and
Kearns-Tribune have pending counterclaims against SLTPC, which include claims for damages for
breaches of contract, breach of fiduciary duty, interference with contract, negligence and
conversion. Additionally, MediaNews and Kearns-Tribune have pending counterclaims for declaratory
judgment, but no damage claims against Deseret News Publishing Company (“Deseret Publishing”).
Deseret Publishing has pending claims against SLTPC for damages, and claims that do not seek
damages against Kearns-Tribune as to the meaning and enforceability of the Option Agreement and
related Management Agreement. Additionally, it is anticipated, depending upon the outcome of the
appraisal lawsuit, that the main action may also encompass litigation by the parties concerning
whether the Option Agreement expired when SLTPC did not exercise it on October 10, 2003 (as the
Company and Kearns-Tribune have contended), or whether SLTPC still has the opportunity to exercise
the Option Agreement (as SLTPC contends). No schedule has yet been set for the litigation of these
issues. On October 20, 2006, however, the District Court granted SLTPC’s motion to lift the stay
in the main case. SLTPC had also moved for leave to file an amended complaint in the case, and
that motion was denied without prejudice because the proposed amended complaint was not presented
to the District Court.
The Company is not in a position at this time to predict the likely outcome of this
litigation. However, the Company does not believe that the litigation will have a material adverse
impact on its financial condition, results of operations, or liquidity. Approximately $0.5 million
and $0.7 million, respectively, was recorded in other (income) expense, net for the three and six
months ended December 31, 2006, respectively, related to the cost of defending these lawsuits. The
cost of defending these lawsuits may continue to be substantial.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
Other
The Company owns certain life insurance policies received in conjunction with an acquisition.
In fiscal year 2006, the Company determined one of the policies, with a face value of $5.0 million,
related to an individual who passed away in 2002. In October 2006, the Company received the policy
proceeds of $5.0 million, plus interest and reimbursement of the policy’s cash surrender value for
premiums since the individual’s death, for a total payment of $6.6 million. The total proceeds
from the policy were recorded in other (income) expense, net during the three months ended
September 30, 2006.
On July 14, 2006, an individual filed suit against the Company in California alleging
antitrust violations based on the Company’s purchase of certain California newspapers from The
McClatchy Company and The Hearst Corporation’s proposed investment in the Company’s non-Bay area
assets (see Note 7: Acquisitions, Dispositions and Other Transactions). The individual sought a
temporary restraining order enjoining the Company from acquiring these newspapers and enjoining
Hearst’s proposed investment in the Company’s non-Bay area assets, which the court denied on July28, 2006. On November 16, 2006, the individual filed a second motion for a temporary restraining
order, seeking to enjoin the Company from (1) consolidating the operations of The San Jose Mercury
News, The Contra Costa Times, and The San Francisco Chronicle, and (2) implementing or performing
any agreements with The Hearst Corporation pursuant to a letter dated April 26, 2006, in which the
Company and the Hearst Corporation agreed to “negotiate in good faith agreements to offer national
advertising and internet advertising sales for their San Francisco Bay area newspapers on a joint
basis, and to consolidate the San Francisco area distribution networks of such newspapers, all on
mutually satisfactory terms and conditions, and in each case subject to any limitations required to
ensure compliance with applicable law.” On November 22, 2006, the Court denied relief on the
consolidation request, but granted a temporary restraining order enjoining the Company and The
Hearst Corporation from entering into any agreements of the nature described in the April 26
letter. On December 19, 2006, the Court entered a preliminary injunction continuing the
prohibition on entering into any agreements of the nature described in the April 26 letter pending
trial of the action. The Company is contesting all of the individual’s substantive claims
vigorously. Trial is scheduled to begin April 30, 2007. If the Company loses on one or more
counts, it could be required to divest one or more newspapers, and/or the Hearst investment in the
Company’s non-Bay area assets could be enjoined. In addition, if the Company loses on any count,
it may have to pay the complainant’s reasonable legal costs as provided by statute. The parties
are currently engaged in discovery.
On April 26, 2006, the Company entered into an agreement with Gannett and S.F. Holding
Corporation (the “Stephens/Gannett Contribution Agreement”) pursuant to which Gannett and S.F.
Holding Corporation (“Stephens”) agreed to contribute their pro rata share of the purchase price
(plus estimated transaction fees and expenses) of The Monterey County Herald, for a total ranging
between approximately $27.4 million and $38.4 million, depending on whether a portion of The
Monterey County Herald is purchased from the Company by the California Newspapers Partnership or a
partnership between the Company and Stephens, which would be owned 67.36% by the Company and 32.64%
by Stephens.
In January 1998, the Company entered into an option agreement in association with the
acquisition financing related to one of its newspapers. The option entitles the holder to purchase
the assets used in the publication of one of the Company’s newspaper properties, which the option
holder can currently exercise or put to the Company based on a predetermined formula. At June 30,2006, the option repurchase price was recorded in the Company’s balance sheet (as a component of
other long-term liabilities) at approximately $6.6 million. During the quarter ended December 31,2006, the Company wrote the option repurchase price down to $0 with a credit to other (income)
expense as a result of the performance of the publication and a clarification in the interpretation
of how to calculate the option repurchase price. The purchase price of the option can increase or
decrease each quarter based on the performance of the publication because a significant component
of the option repurchase formula is the twenty-four month trailing cash flows of the publication.
The option expires in January 2010 at which time, if the option remains outstanding, the Company
would be required to repurchase it at the then option repurchase price as determined by the option
agreement (which calculation currently would not require the Company to make payment).
There have been no other material changes in the other contingent matters discussed in Note
11: Commitments and Contingencies of the Company’s consolidated financial statements included in
its Annual Report on Form 10-K for the year ended June 30, 2006.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
NOTE 5: Amendment of Bank Credit Facility
On August 2, 2006, the Company entered into an amendment to its December 30, 2003 bank credit
facility (the “amended facility”). The amended facility was entered into in order to authorize a
new $350.0 million term loan “C” facility and to approve the purchase of the Contra Costa Times,
San Jose Mercury News, The Monterey County Herald and the St. Paul Pioneer Press by the Company
(see Note 7: Acquisitions, Dispositions and Other Transactions).
The amended facility maintains the $350.0 million revolving credit facility, the $100.0
million term loan “A,” the $147.3 million term loan “B,” and provides for the $350.0 million term
loan “C” facility, which was borrowed on August 2, 2006 and used, along with borrowings under the
Company’s bank revolver of $56.3 million, to fund the remainder of its portion of the purchase
price for the Contra Costa Times and the San Jose Mercury News and to pay the related fees to amend
the facility. At December 31, 2006, the balances outstanding under the revolving credit portion of
the bank credit facility, term loan “A,” term loan “B” and term loan “C” were $133.8 million,
$100.0 million, $145.1 million and $348.3 million, respectively.
Term loan “C” bears interest based upon, at the Company’s option, either Eurodollar, plus a
borrowing margin of 1.75%, or base rate, plus a borrowing margin of 0.75%. Term loan “C” requires
quarterly principal payments as follows: $0.875 million through June 2012; and $82.25 million from
June 2012 through March 2013, with the remaining balance due at maturity on August 2, 2013. Amounts
repaid under the term loan “C” facility will not be available for re-borrowing. The terms for the
existing borrowings remain unchanged.
The amended facility also contained certain definitional changes used in calculating the
consolidated debt to consolidated operating cash flow ratio as well as increasing the maximum
coverage ratio for certain future periods. As of December 31, 2006, the Company is in compliance
with the covenant requirements of the bank credit facility, as well as those of its Senior
Subordinated Notes.
The Company paid approximately $5.2 million in fees to amend its credit facility and syndicate
its term loan “C.” Such payment was capitalized as a deferred financing cost and is included in
other assets in the consolidated balance sheet and is being amortized to expense over a period of
seven years.
The nature of the Company’s other long-term debt and related maturities has not materially
changed since June 30, 2006.
Maturities of long-term debt, excluding $5.9 million of capital lease obligations, for the
five fiscal years ending June 30, 2011 (except for June 30, 2007 which is only for the remaining
six months ending) and thereafter are shown below (in thousands):
The decrease in pension plan expense for the three and six months ended December 31, 2006 as
compared to the same period for the prior year is mostly the result of an increase in the discount
rate assumption from 5.25% in fiscal year 2006 to 6.25% in fiscal year 2007. Also impacting the
change is the employee benefit plan expense related to the purchase of the San Jose Mercury News
and management of the St. Paul Pioneer Press (See Note 7: Acquisitions, Dispositions and Other
Transactions). The preliminary purchase accounting related to the assumption of the employee
benefit plans for the San Jose Mercury News and the St. Paul Pioneer Press resulted in the Company
recording liabilities of $31.7 million related to pension obligations and $2.8 million related to
other postretirement employment benefits. The discount rate used to account for the assumption of
these plans was 6.0%. In December 2006, the Company decided to freeze the defined benefit plan at
the San Jose Mercury News to be effective at the end of February 2007. The impact to the plan was
immaterial and no curtailment gain or loss will be recognized.
Employer Contributions
The Company expects to contribute approximately $9.0 million to its pension plans in fiscal
year 2007, including contributions related to pension plan liabilities assumed in conjunction with
the management of the St. Paul Pioneer Press (see Note 7: Acquisitions, Dispositions and Other
Transactions). Contributions of approximately $3.7 million have been made through December 31,2006 by the Company.
NOTE 7: Acquisitions, Dispositions and Other Transactions
Acquisition (San Jose Mercury News, Contra Costa Times, The Monterey County Herald and St. Paul Pioneer Press)
On August 2, 2006, MediaNews and The McClatchy Company (“McClatchy”) consummated the closing
under the Stock and Asset Purchase Agreement dated as of April 26, 2006, between the Company and
McClatchy, pursuant to which the California Newspapers Partnership (“CNP”), a 54.23% subsidiary of
the Company, purchased the Contra Costa Times and the San Jose Mercury News and related
publications and Web sites for $736.8 million. The acquisition, including estimated
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
fees, was funded in part with contributions of $340.1 million from the Company’s partners in
CNP ($337.2 million was paid by the partners directly to McClatchy). The Company’s share of the
acquisition, including estimated investment banking fees, was approximately $403.0 million and was
funded with borrowings under a new term loan “C” and its existing bank revolver (see Note 5:
Amendment of Bank Credit Facility). The $403.0 million acquisition cost excludes cash acquired and
other deal costs (principally legal and accounting consultations).
On August 2, 2006, Hearst and McClatchy consummated the closing under the Stock and Asset
Purchase Agreement dated as of April 26, 2006, between Hearst and McClatchy, pursuant to which
Hearst purchased The Monterey County Herald and the St. Paul Pioneer Press and related publications
and Web sites for $263.2 million.
Hearst Stock Purchase Agreement
On August 2, 2006, MediaNews and The Hearst Corporation (“Hearst”) entered into a Stock
Purchase Agreement (the “MediaNews/Hearst Agreement”) pursuant to which (i) Hearst agreed to make
an equity investment of up to $299.4 million (subject to adjustment under certain circumstances) in
the Company (such investment will not include any governance or economic rights or interest in the
Company’s publications in the San Francisco Bay area) and (ii) the Company has agreed to purchase
from Hearst The Monterey County Herald and the St. Paul Pioneer Press with a portion of the Hearst
equity investment in the Company. The equity investment will afford Hearst an equity interest of
approximately 30% (subject to adjustment in certain circumstances) in the Company excluding the
Company’s economic interest in the San Francisco Bay area newspapers. The equity investment by
Hearst in the Company is subject to antitrust review by the Antitrust Division of the Department of
Justice and by the Office of the Attorney General of the State of California, which is currently
underway. The Antitrust Division has requested information and documents in connection with this
review, and the Company is in the process of responding to the request. The Company has agreed to
manage The Monterey County Herald and the St. Paul Pioneer Press during the period of their
ownership by Hearst. Under the MediaNews/Hearst Agreement, the Company has all the economic risks
and rewards associated with ownership of these two newspapers and is entitled contractually to
retain all of the cash flows generated by them as a management fee. As a result, the Company began
consolidating the financial statements of The Monterey County Herald and St. Paul Pioneer Press
beginning August 2, 2006. The Company also agreed that, at the election of MediaNews or Hearst,
the Company will purchase The Monterey County Herald and the St. Paul Pioneer Press, if requested,
from Hearst for $263.2 million (plus reimbursement of Hearst’s costs and cost of funds in respect
of its purchase of such newspapers) if for any reason Hearst’s equity investment in the Company is
not consummated within six months (after November 2, 2006, MediaNews or Hearst can elect to cancel
the agreement, in which case, MediaNews would have 90 days to purchase The Monterey County Herald
and St. Paul Pioneer Press). The Company would need to obtain additional financing to fund this
purchase, if required. As of December 31, 2006, the Company has recorded $297.4 million related to
Hearst’s cost of $290.6 million and the $6.8 million accretion of Hearst’s cost of funds for this
purchase. Hearst’s cost and cost of funds includes the December 15, 2006 purchase of the Daily Breeze in Torrance
(see further discussion later in this note).
As a result of the above transactions (acquisition of San Jose Mercury News and Contra Costa
Times and management of The Monterey County Herald and St. Paul Pioneer Press), the Company has
recorded the following: $815.1 million in intangible assets ($352.3 million — goodwill; $273.4
million — mastheads; $11.6 million — subscriber lists; and $177.8 million in advertiser lists and
other finite lived intangibles) and $198.3 million in net tangible assets (the majority of which is
related to fixed assets). The purchase accounting for these transactions is preliminary and
subject to change.
The unaudited pro forma consolidated statement of income information for the three and six
months ended December 31, 2006 and 2005, set forth below, presents the Company’s results of
operations as if the acquisitions described above had occurred at the beginning of the periods
presented and is not necessarily indicative of future results or actual results that would have
been achieved had the acquisition occurred as of the beginning of such periods.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
Original Apartment Magazine Sale
On September 29, 2006, the California Newspapers Partnership sold the Original Apartment
Magazine for $14.0 million plus a potential earnout of $1.0 million based on increases in the
Original Apartment Magazine’s revenue over a twelve-month period ending August 2007. The sale
resulted in an immaterial loss, excluding any impact of the earnout.
Acquisition (Torrance)
On December 15, 2006, Hearst acquired the Daily Breeze and three weekly newspapers, published
in Torrance, California (the “Publications”) for approximately $25.0 million, less an adjustment
for working capital. The Publications are owned by Hearst, but pursuant to the MediaNews/Hearst
Agreement, the Publications will be managed by the Company. Under the agreement, the Company has
all the economic risks and rewards associated with ownership of the Publications and is entitled
contractually to retain all of the cash flows generated by them as a management fee. As a result,
the Company began consolidating the financial statements of the Publications in Torrance beginning
December 15, 2006. The Publications are in close proximity to the Company’s operations in Long
Beach, California. The Daily Breeze has daily circulation of approximately 66,000.
Also pursuant to the MediaNews/Hearst Agreement, the Company has agreed that, at the election
of MediaNews or Hearst, the Company will purchase the Publications, if requested, from Hearst for
$25.0 million (plus reimbursement of Hearst’s costs and cost of funds in respect of its purchase of
the Publications) if for any reason Hearst’s equity is not consummated within six months from
August 2, 2006 (MediaNews or Hearst can currently elect to cancel the MediaNews/Hearst Agreement,
in which case, MediaNews would have 90 days to purchase the Publications).
The purchase accounting for the business combination is preliminary and subject to change.
Sale of Building
In July 2006, the Company sold its office building in Long Beach, California for approximately
$20.0 million. The Company recognized a gain of approximately $16.7 million on the sale of the
building which was recorded in gain on sale of assets in the statement of operations. In
conjunction with the sale of the building, the Company relocated its Long Beach operations to a
leased facility. Accordingly, the Company entered into a 15-year lease agreement, with a party
unrelated to the purchaser of the building, which commenced in the second quarter of the Company’s
fiscal year 2007. The future minimum lease payments are included in the disclosure of future
minimum payments for operating leases in Note 7: Leases of the consolidated financial statements
included in the Company’s June 30, 2006 Annual Report on Form 10-K.
NOTE 8: Workforce Reductions
The Company is implementing workforce reductions at certain of its newspaper properties. The
majority of the workforce reductions are related to the recently acquired newspapers. The Company
has not finalized all of its consolidation and workforce reduction programs or made all the
announcements regarding such planned workforce reductions. All costs associated with workforce
reduction programs, the majority of which are severance related, will be recorded in accordance
with the provisions of SFAS No. 146, Accounting for Costs Associated with Exit or Disposal
Activities or EITF Issue 95-3, Recognition of Liabilities in Connection with a Purchase Business
Combination, as applicable. Under these pronouncements, certain of the costs of the workforce
reductions at the acquired newspapers will be treated as additional acquisition costs (as of
December 31, 2006, approximately $2.4 million was recorded to goodwill) while those related to the
newspapers already owned by the Company will be expensed (approximately $0.5 million as of December31, 2006).
NOTE 9: Recently-Issued Accounting Standards
In October 2006, the Financial Accounting Standards Board issued Statement of Financial
Standards No. 158, Employer’s Accounting for Defined Benefit Pension and Other Postretirement
Plans, an amendment of FASB Statements No. 87, 88, 106 and 132(R) (“SFAS No. 158”). SFAS No. 158
applies to all plan sponsors who offer defined benefit postretirement benefit plans and requires an
entity to:
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
•
recognize in its statement of financial position an asset for a defined benefit
postretirement plan’s overfunded status or a liability for a plan’s underfunded status;
•
measure a defined benefit postretirement plan’s assets and obligations that
determine its funded status as of the end of the employer’s fiscal year;
•
recognize changes in the funded status of a defined postretirement plan in
comprehensive income in the year in which the changes occur.
SFAS No. 158 does not change the amount of net periodic cost included in net income. The
requirement to recognize the funded status of a defined benefit postretirement plan and the
disclosure requirements are effective for fiscal years ending after December 15, 2006, or for the
Company, for the fiscal year ending June 30, 2007. The Company already measures its plan assets
and benefit obligations as of the date of the Company’s fiscal year-end statement of financial
position.
In September 2006, the Financial Accounting Standards Board issued Statement of Financial
Standards No. 157, Fair Value Measurements, (“SFAS No. 157”). SFAS No. 157 provides enhanced
guidance for using fair value to measure assets and liabilities and applies whenever other
standards require (or permit) assets or liabilities to be measured at fair value. Under the
standard, fair value refers to the price that would be received to sell an asset or paid to
transfer a liability in an orderly transaction between market participants. SFAS No. 157 is
effective for financial statements issued for fiscal years beginning after November 15, 2007, and
interim periods within those fiscal years. The Company is in the process of evaluating what
impact, if any, SFAS No. 157 is expected to have on the Company’s financial position or results of
operations.
In September 2006, the Securities and Exchange Commission issued Staff Accounting Bulletin No.
108, Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current
Year Financial Statements (“SAB 108”). SAB 108 provides guidance on how prior year misstatements
should be taken into consideration when quantifying misstatements in current year financial
statements for purposes of determining whether the current year’s financial statements are
materially misstated. SAB 108 permits registrants to record the cumulative effect of initial
adoption by recording the necessary “correcting” adjustments to the carrying values of assets and
liabilities as of the beginning of that year with the offsetting adjustment recorded to the opening
balance of retained earnings. SAB 108 is effective for fiscal years ending on or after November15, 2006. The Company has assessed the effect of adopting this guidance and has determined that
there will be no impact on the Company’s consolidated financial statements.
In July 2006, the FASB issued Interpretation No. 48 (“FIN 48”), Accounting for Uncertainty in
Income Taxes, an interpretation of FASB Statement No. 109, effective for fiscal years beginning
after December 15, 2006. FIN 48 creates a single model to address uncertainty in tax positions,
prescribes the minimum recognition threshold, and provides guidance on derecognition, measurement,
classification, interest and penalties, accounting in interim periods, disclosure and transition.
FIN 48 also has expanded disclosure requirements, which include a tabular rollforward of the
beginning and ending aggregate unrecognized tax benefits, as well as specific detail related to tax
uncertainties for which it is reasonably possible the amount of unrecognized tax benefit will
significantly increase or decrease within twelve months. The adoption of FIN 48 is not expected to
have a material impact on the Company’s financial statements.
NOTE 10: Subsequent Events
On February 2, 2007, the California Newspapers Partnership acquired the Santa Cruz Sentinel,
published in Santa Cruz, California, for approximately $45.0 million, plus an adjustment for
working capital. Contributions from the partners in CNP were used to fund the acquisition. The
Company’s portion of the acquisition was approximately $25.0 million and was funded with borrowings
under the Company’s bank credit facility. Santa Cruz is in close proximity to the Company’s
operations in northern California and has daily circulation of approximately 24,000.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
Operating Results
We have provided below certain summary historical financial data for the three and six months
ended December 31, 2006 and 2005, including the percentage change between periods.
EBITDA of Texas-New Mexico Newspapers
Partnership and Prairie Mountain Publishing
Company (c)
438
2,466
(82.2
)
1,050
4,795
(78.1
)
Adjusted EBITDA Available to Company
$
62,019
$
45,575
36.1
%
$
99,270
$
82,857
19.8
%
(a)
Prior Year Revision/Reclassification. For comparability, certain prior year balances
have been reclassified to conform to current reporting classifications. In particular, the
statement of cash flows has been revised for the three and six months ended December 31,2005 to reclassify the distribution in excess of net income from unconsolidated JOAs and
equity investments as cash flows from investing activities in accordance with Statement of
Financial Accounting Standards No. 95. Statement of Cash Flows. For the three and six
months ended December 31, 2005, the revision decreased the reported net cash flows from
operating activities and increased the net cash flows from investing activities by $7.7
million and $14.6 million, respectively.
(b)
Non-GAAP Financial Data. Adjusted EBITDA and Adjusted EBITDA Available to Company are
not measures of performance recognized under GAAP. However, we believe that they are
indicators and measurements of our leverage capacity and debt service ability. Adjusted
EBITDA and Adjusted EBITDA Available to Company should not be considered as an alternative
to measure profitability, liquidity, or performance, nor should they be considered an
alternative to net income, cash flows generated by operating, investing or financing
activities, or other financial statement data presented in our condensed consolidated
financial statements. Adjusted EBITDA is calculated by deducting cost of sales and SG&A
expense from total revenues. Adjusted EBITDA Available to Company is calculated by: (i)
reducing Adjusted EBITDA by the minority interest in the Adjusted EBITDA generated from the
California Newspapers Partnership and the Texas-New Mexico Newspapers Partnership
(beginning December 26, 2005), our less than 100% owned consolidated subsidiaries
(“Minority Interest in Adjusted EBITDA”); (ii) increasing Adjusted EBITDA by our combined
proportionate share of the Adjusted EBITDA generated by our unconsolidated JOAs in Denver
and Salt Lake City (“Combined Adjusted EBITDA of Unconsolidated JOAs”); and (iii)
increasing Adjusted EBITDA by our proportionate share of EBITDA of the Texas-New Mexico
Newspapers Partnership (through December 25, 2005) and our proportionate share of EBITDA of
the Prairie Mountain Publishing Company (beginning February 1, 2006) (see footnote (c)).
See “Reconciliation of GAAP and Non-GAAP Financial Information — Reconciliation of Cash
Flows from Operating Activities (GAAP measure) to Adjusted EBITDA (Non-GAAP measure)” for a
reconciliation of Non-GAAP financial information.
(c)
EBITDA of Texas-New Mexico Newspapers Partnership and Prairie Mountain Publishing
Company. The Texas-New Mexico Newspapers Partnership and Prairie Mountain Publishing
Company agreements require the partnerships to make distributions equal to the earnings of
the partnership before depreciation and amortization (EBITDA). Through December 25, 2005,
our 33.8% share of the EBITDA of Texas-New Mexico Newspapers Partnership and beginning
February 1, 2006, our 50% share of the EBITDA of Prairie Mountain Publishing Company have
been included in Adjusted EBITDA Available to Company, as they are an integral part of our
cash flows from operations as defined by our debt covenants. Beginning December 26, 2005,
we became the controlling partner of the Texas-New Mexico Newspapers Partnership, at which
time we began consolidating its results. See Note 4: Investments in California Newspapers
Partnership and Texas-New Mexico Newspapers Partnership and Note 5: Acquisitions,
Dispositions and Other Transactions of the notes to the consolidated financial statements
included in our June 30, 2006 Annual Report on Form 10-K for further discussion of the
Texas-New Mexico Newspapers Partnership restructuring and the Prairie Mountain Publishing
Company formation.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
Summary Supplemental Non-GAAP Financial Data
Joint operating agencies, or JOAs, represent an operating structure that is unique to
the newspaper industry. Prior to EITF 00-1, which eliminated the use of pro-rata consolidation
except in the extractive and construction industries, we reported the results of our JOA interests
on a pro-rata consolidated basis. Under this method, we consolidated, on a line-item basis, our
proportionate share of the JOAs’ operations. Although pro-rata consolidation is no longer
considered an acceptable method for our financial reporting under GAAP, we believe it provides a
meaningful presentation of the results of our operations and the amount of operating cash flow
available to meet debt service and capital expenditure requirements. Our JOA agreements in Denver
and Salt Lake City do not restrict cash distributions to the owners and in general the Denver and
Salt Lake City JOAs make monthly distributions. We use pro-rata consolidation to internally
evaluate our performance and present it here because our bank credit agreement and the indentures
governing our senior subordinated notes define cash flows from operations for covenant purposes
using pro-rata consolidation. We also believe financial analysts and investors use pro-rata
consolidation and the resulting Adjusted EBITDA, combined with capital spending requirements, and
leverage analysis to evaluate our performance. This information should be used in conjunction with
GAAP performance measures in order to evaluate our overall prospects and performance. Net income
determined using pro-rata consolidation is identical to net income determined under GAAP.
In the table below, we have presented the results of operations of our JOAs in Denver and Salt
Lake City using pro-rata consolidation for all periods presented (the operations of the Detroit and
Charleston JOA have not been included on a pro-rata consolidated basis). See Notes 1 and 3 to the
condensed consolidated financial statements for additional discussion and analysis of the GAAP
accounting for our JOAs.
THE INFORMATION IN THE FOLLOWING TABLE IS NOT PRESENTED IN ACCORDANCE WITH GENERALLY
ACCEPTED ACCOUNTING PRINCIPLES AND DOES NOT COMPLY WITH ARTICLE 11 OF REGULATION S-X FOR PRO FORMA FINANCIAL DATA
EBITDA of Texas-New Mexico
Newspapers Partnership and Prairie
Mountain Publishing Company
(c)
438
2,466
(82.2
)
1,050
4,795
(78.1
)
Adjusted EBITDA Available to Company
$
62,019
$
45,575
36.1
%
$
99,270
$
82,857
19.8
%
See “Reconciliation of GAAP and Non-GAAP Financial Information — Reconciliation of Income
Statement Data presented on a historical GAAP basis to Non-GAAP Income Statement Data presented on
a pro-rata consolidation basis” and “Reconciliation of Cash Flows from Operating Activities (GAAP
measure) to Adjusted EBITDA presented on a pro-rata consolidation basis (Non-GAAP measure)” for a
reconciliation of Non-GAAP financial information.
(a)
See footnote (a) under “Management’s Discussion and Analysis of Financial Condition and
Results of Operations — Operating Results” for discussion of Prior Year
Revision/Reclassification for the statement of cash flows.
(b)
See footnote (b) under “Management’s Discussion and Analysis of Financial Condition and
Results of Operations — Operating Results” for discussion of Adjusted EBITDA, EBITDA of
Texas-New Mexico Newspapers Partnership and Prairie Mountain Publishing Company and
Adjusted EBITDA Available to Company. The Minority Interest in Adjusted EBITDA shown above
is calculated in the same manner as described in footnote (a) under “Management’s
Discussion and Analysis of Financial Condition and Results of Operations — Operating
Results.”
(c)
See footnote (c) under “Management’s Discussion and Analysis of Financial Condition and
Results of Operations — Operating Results” for discussion of EBITDA of Texas-New Mexico
Newspapers Partnership and Prairie Mountain Publishing Company.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
Critical Accounting Policies
The preparation of financial statements in accordance with generally accepted accounting
principles at times requires the use of estimates and assumptions. We make our estimates based on
historical experience, actuarial studies and other assumptions, as appropriate, to assess the
carrying values of assets and liabilities and disclosure of contingent matters. We re-evaluate our
estimates on an ongoing basis. Actual results could differ from these estimates. Critical
accounting policies for us include revenue recognition; accounts receivable allowances;
recoverability of our long-lived assets, including goodwill and other intangible assets, which are
based on such factors as estimated future cash flows and current fair value estimates; pension and
retiree medical benefits, which require the use of various estimates concerning the work force,
interest rates, plan investment return, and involve the use of advice from consulting actuaries;
and reserves for the self-insured portion of our workers’ compensation programs, which are based on
such factors as claims growth and also involve advice from consulting actuaries. Our accounting for
federal and state income taxes is sensitive to interpretation of various laws and regulations and
the valuation of deferred tax assets. The notes to our consolidated financial statements included
in our Annual Report on Form 10-K for the year ended June 30, 2006 contain a more complete
discussion of our significant accounting policies.
Advertising revenue is earned and recognized when advertisements are published, inserted,
aired or displayed and are net of provisions for estimated rebates, rate adjustments and discounts.
Circulation revenue includes home delivery subscription revenue, single copy and third party sales.
Single copy revenue is earned and recognized based on the date the publication is delivered to the
single copy outlet, net of provisions for returns. Home delivery subscription revenue is earned and
recognized when the newspaper is sold and delivered to the customer or sold to a home delivery
independent contractor. Amounts received in advance of an advertising run date or newspaper
delivery are deferred and recorded on the balance sheet as a current liability (“Unearned Income”)
and recognized as revenue when earned.
The operating results of our unconsolidated JOAs (Denver and Salt Lake City) are reported as a
single net amount, in the accompanying financial statements in the line item “Income (Loss) from
Unconsolidated JOAs.” This line item includes:
•
Our proportionate share of net income from JOAs,
•
The amortization of subscriber lists created by the original purchase as the subscriber
lists are attributable to our earnings in the JOAs, and
•
Editorial costs, miscellaneous revenue received outside of the JOA, and other charges
incurred by our consolidated subsidiaries directly attributable to providing editorial
content and news for our newspapers party to a JOA.
Seasonality
Newspaper companies tend to follow a distinct and recurring seasonal pattern, with higher
advertising revenues in months containing significant events or holidays. Accordingly, the fourth
calendar quarter, or our second fiscal quarter, is our strongest revenue quarter of the year. Due
to generally poor weather and lack of holidays, the first calendar quarter, or our third fiscal
quarter, is our weakest revenue quarter of the year.
Our results for the three and six months ended December 31, 2006 and 2005 were impacted by the
following transactions completed during fiscal years 2007 and 2006:
Fiscal Year 2007
•
On August 2, 2006, we acquired the San Jose Mercury News and Contra Costa Times and
began managing The Monterey County Herald and St. Paul Pioneer Press for the Hearst
Corporation (“Hearst”). Under the agreement with Hearst, we have all of the economic risks
and rewards associated with ownership of these two newspapers and are entitled
contractually to retain all of the cash flows generated by them as a management fee. As a
result, we began consolidating the financial statements of The Monterey County Herald and
St. Paul Pioneer Press beginning August 2, 2006.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
•
On August 2, 2006, we amended our bank credit facility to authorize a new $350.0 million
term loan “C” facility which was used, along with borrowings under the revolver portion of
our bank credit facility, to finance our share of the California Newspapers Partnership’s purchase of the San Jose Mercury
News and Contra Costa Times.
On December 15, 2006, we began managing for Hearst the Daily Breeze and three weekly
newspapers, published in Torrance, California. Under the agreement with Hearst, we have
all the economic risks and rewards associated with ownership of the Torrance publications
and are entitled contractually to retain all of the cash flows generated by them as a
management fee. As a result, we began consolidating the financial statements of the
Torrance publications beginning December 15, 2006.
Fiscal Year 2006
•
In August 2005, we purchased The Detroit News, Inc. which included a limited partnership
interest in the Detroit JOA. Because of the partnership structure and our ownership
interest, we account for the preferred distributions using the cost method of accounting,
with a portion of the distributions accounted for in other operating revenues for amounts
paid to us for managing and providing the news and editorial content for The Detroit News.
•
In September 2005, we amended our bank credit facility to refinance a portion of our
long-term debt and reduce certain interest rate margins charged under the bank credit
facility.
•
Effective December 26, 2005, we restructured the Texas-New Mexico Newspapers Partnership
whereby we contributed to the partnership our Pennsylvania newspapers: The Evening Sun
(Hanover), the Lebanon Daily News and our interest in the partnership that publishes the
York Daily Record and York Sunday News, which continues to operate under the terms of a
joint operating agreement with The York Dispatch. Gannett, our partner in the Texas-New
Mexico Newspapers Partnership, contributed the Public Opinion in Chambersburg,
Pennsylvania. As a result of the contributions and amendment and restatement of the
partnership agreement, the Texas-New Mexico Newspapers Partnership became a 59.4%-owned
consolidated subsidiary of ours. Prior to the partnership restructuring, this investment
was accounted for under the equity method of accounting.
•
In February 2006, Prairie Mountain Publishing Company was formed after which time we no
longer consolidate the results of Eastern Colorado Publishing Company and account for our
investment in Prairie Mountain Publishing Company under the equity method of accounting.
We own 50% of Prairie Mountain Publishing Company.
Revenues
On a same newspaper basis (after adjusting for the aforementioned transactions), the following
changes occurred in our significant revenue categories for the three- and six-month periods ended
December 31, 2006 as compared to the same periods in prior year.
Advertising Revenues. The aforementioned fiscal year 2007 and 2006 transactions had the net
impact of increasing advertising revenues by $140.5 million and $226.8 million for the three- and
six-month periods ended December 31, 2006, as compared to the same periods in the prior fiscal
year. Excluding the aforementioned transactions, advertising revenues decreased 1.3% and 1.8% for
the three and six months ended December 31, 2006, as compared to the same periods in the prior
fiscal year. The decrease in advertising revenues was due principally to decreases in retail and
national advertising, offset in part by an increase in revenues from our Internet operations. The
preprint and classified advertising categories remained relatively flat. Within the print
classified advertising category, classified real estate increases were offset by decreases in
classified automotive and employment.
Circulation Revenues. The aforementioned fiscal year 2007 and 2006 transactions had the net
impact of increasing circulation revenues by $25.4 million and $40.9 million for the three- and
six-month periods ended December 31, 2006, as compared to the same periods in the prior fiscal
year. Excluding the aforementioned transactions, circulation revenues decreased 4.1% and 4.0% for
the three and six months ended December 31, 2006 as compared to the same periods in the prior
fiscal year. The decrease was primarily due to home delivery pricing pressures at most of our
newspapers, which resulted in our offering greater discounts to acquire new and retain existing
subscribers in order to help achieve our home delivery volume goals. Also, paid home delivery and
single copy circulation volumes have decreased on a same newspaper basis.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
Income from Unconsolidated JOAs
As noted in our discussion of critical accounting policies, income from unconsolidated JOAs
(Denver and Salt Lake City) includes our proportionate share of net income from those JOAs, the
amortization of subscriber lists created by the original purchase, editorial costs, miscellaneous
revenue and other charges directly attributable to providing editorial content and news for
newspapers party to a JOA. The following discussion takes into consideration all of the associated
revenues and expenses just described. The results for the three and six months ended December 31,2006 and 2005 were negatively impacted by the accelerated depreciation taken on certain fixed
assets at the production facilities in Denver that will be retired earlier than originally expected
due to the construction of a new production facility. The results for the three and six months
ended December 31, 2005 were negatively impacted by the accelerated deprecation taken on certain
fixed assets at the old production facility in Salt Lake that were retired in the fourth quarter of
our fiscal year 2006 when the new production facility in Salt Lake became operational. Excluding
depreciation and amortization, which were significantly impacted by the effect of accelerated
depreciation, our income from unconsolidated JOAs in Denver and Salt Lake City was down
approximately $1.5 million or 15.6% for the three months ended December 31, 2006 and $4.4 million
or 24.2% for the six months ended December 31, 2006 as compared to the same periods in the prior
year. The results of the Denver JOA were negatively impacted by a soft advertising market combined
with increased employee costs. Also during the three months ended December 31, 2006, the Denver
JOA implemented workforce reductions and paid a lease buyout for one of its prior locations, of
which our share was approximately $0.9 million. Excluding the impact of the accelerated
depreciation in the prior year, the results of the Salt Lake City JOA were up $1.5 million year
over year due to increased revenues and operating efficiencies related to the new production
facility.
Cost of Sales
The aforementioned fiscal year 2007 and 2006 transactions had the net impact of increasing
cost of sales by $55.4 million and $88.6 million for the three- and six-month periods ended
December 31, 2006, as compared to the same periods in the prior fiscal year. Excluding the
aforementioned transactions, cost of sales decreased 4.0% and 2.4% for the three and six months
ended December 31, 2006 as compared to the same periods in the prior fiscal year. Small increases
in editorial expenses were offset by decreases in newsprint expense and related production costs.
There was a 10.0% and 9.9% increase in newsprint prices as compared to the same three- and
six-month periods ended in the prior fiscal year. Our average price of newsprint was $618 and $612
per metric ton for the three- and six-month periods ended December 31, 2006 as compared to $562 and
$557 per metric ton for the same periods in fiscal year 2006. However, the increases in newsprint
prices were more than offset by decreases in newsprint consumption of approximately 14.2% and 12.5%
for the three- and six-month periods ended December 31, 2006.
Selling, General and Administrative
The aforementioned fiscal year 2007 and 2006 transactions had the net impact of increasing
SG&A by $77.3 million and $126.9 million for the three and six months ended December 31, 2006 as
compared to the prior year. Excluding the aforementioned transactions, SG&A decreased 1.1% and
increased 1.6% for the three and six months ended December 31, 2006 as compared to the same periods
in the prior fiscal year. The current year increases were primarily the result of $1.3 million
severance, payable over three years, to the Company’s former chief operating officer, $1.9 million
of bonuses awarded to certain officers and employees in connection with the August 2, 2006
acquisitions and related transactions and increased costs related to the growth in our Internet
operations. Expenses related to our Internet operations increased $0.8 million and $1.7 million
for the three and six months ended December 31, 2006 as compared to the prior year, while Internet
revenue grew 10.0% and 10.4% for the same periods on a same newspaper basis. These increases were offset for the quarter by decreases in advertising expenses related to the decrease in advertising revenues experienced during that same period.
Interest Expense
The increase in interest expense was the result of an increase in the average debt
outstanding, as well as an increase in the weighted average cost of debt. Significant borrowings
impacting the year over year comparison related to the borrowings on August 2, 2006 for our share
of CNP’s purchase of the San Jose Mercury News and Contra Costa Times, the funding for our share of
the cost of the new production and office facility built in Salt Lake City, and the cash investment
associated with the formation of the Prairie Mountain Publishing Company. For the three months
ended December 31, 2006, our average debt outstanding increased $321.4 million, or 35.6%, to
$1,223.9 million and our weighted average interest rate increased 78 basis points as compared to
the prior year due to increases in LIBOR over the prior year (the average daily one month rate of
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
LIBOR increased 116 basis points, for the three months ended December 31, 2006 as compared to
the same period in prior year). For the six months ended December 31, 2006, our average debt
outstanding increased $268.6 million, or 29.9%, to $1,168.2 million and our weighted average
interest rate increased 80 basis points as compared to the prior year due to increases in LIBOR
over the prior year (the average daily one month rate of LIBOR increased 145 basis points for the
six months ended December 31, 2006). The interest rates under our bank credit facility are based
on LIBOR, plus a borrowing margin based on our leverage ratio.
Other (Income) Expense, Net
We include expenses and income items that are not related to current operations in other
(income) expense, net.
The charges incurred/(income recognized) for the three months ended December 31, 2006 relate to litigation expense
of $0.5 million associated with the acquisition of Kearns-Tribune, LLC (Salt Lake City), $0.2
million related to hedging and investing activities that did not qualify for hedge accounting under
SFAS No. 133, $(6.6) million related to the change in value of an option agreement to purchase one
of our daily newspapers (due to the performance of the publication, as well as a clarification in
the interpretation of how to calculate the option repurchase price), and $0.2 million associated
with various other items that were not related to ongoing operations.
The charges incurred/(income recognized) for the six months ended December 31, 2006 relate to litigation expense
of $0.7 million associated with the acquisition of Kearns-Tribune, LLC (Salt Lake City), $0.4
million related to hedging and investing activities that did not qualify for hedge accounting under
SFAS No. 133, $(6.6) million related to the change in value of an option agreement to purchase one
of our daily newspapers (due to the performance of the publication, as well as a clarification in
the interpretation of how to calculate the option repurchase price), $(6.6) million related to the
receipt of life insurance proceeds, including interest, related to a policy redemption which was
collected in October 2006 and $0.9 million associated with various other items that were not
related to ongoing operations.
Equity Investment Income, Net
Included in equity investment income, net is our share of the net income (or loss) of our
non-JOA equity investees as further described in Note 2: Significant Accounting Policies and Other
Matters of the notes to consolidated financial statements included in our June 30, 2006 Annual
Report on Form 10-K. The decrease in equity investment income, net is largely due to the December25, 2005 restructuring of the Texas-New Mexico Newspapers Partnership whereby as a result of the
restructuring, we no longer account for our interest in the Texas-New Mexico Newspapers Partnership
under the equity method of accounting and instead consolidate the partnership’s results.
Offsetting some of this decline was the equity investment income from Prairie Mountain Publishing
Company, which was formed on February 1, 2006.
Minority Interest
Minority interest expense increased by $13.8 million and $20.4 million for the three and six
months ended December 31, 2006, respectively, as compared to the same periods in the prior year.
The increases are partly due to the aforementioned Texas-New Mexico Newspapers Partnership December25, 2005 restructuring, which resulted in our consolidating the partnership and recording a
minority interest related to our partner’s interest in the partnership. Prior to the partnership
restructuring, our investment in the partnership was accounted for under the equity method of
accounting. In addition, a portion of the increase relates to the CNP partners’ investment in the
San Jose Mercury News and Contra Costa Times, effective August 2, 2006.
Gain on Sale of Assets
In July 2006, we sold our office building in Long Beach, California for approximately $20.0
million. We recognized a gain of approximately $16.7 million on the sale of the building.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
Liquidity and Capital Resources
Cash Flow Activity
Our sources of liquidity are existing cash and other working capital, cash flows provided from
operating activities, distributions from JOAs and partnerships and the borrowing capacity under our
bank credit facility. Our operations, consistent with the newspaper industry, require little
investment in inventory, as less than 30 days of newsprint is generally maintained on hand. From
time to time, we increase our newsprint inventories in anticipation of price increases. In general,
our receivables have been collected on a timely basis.
The net cash flows related to operating activities increased $33.7 million for the six-month
period ended December 31, 2006 compared to the comparable prior year period. The majority of the
increase is attributable to changes in operating assets and liabilities associated with the timing
of payments of accounts payable and accrued liabilities and the timing of cash receipts. In
addition, the increase in Adjusted EBITDA also impacted this change.
The net cash outflows related to investing activities increased by $329.0 million for the
six-month period ended December 31, 2006 compared to the comparable prior year period primarily due
to the August 2, 2006 purchase of the San Jose Mercury News and Contra Costa Times, offset in part
by cash inflows of $33.9 million associated with the sale of Original Apartment Magazine and our
building in Long Beach, California. Capital expenditures for the six-month period ended December31, 2006 were down $15.0 million year over year as the funding related to the Salt Lake City
production and office facility was completed.
The net cash flows related to financing activities increased by $306.5 million for the
six-month period ended December 31, 2006 compared to the comparable prior year period. In the
current period, borrowings of approximately $406.3 million were used to fund our share of the
August 2, 2006 transactions. Activity for the six-month period ended December 31, 2006 also
included normal borrowings and paydowns on long-term debt. For the six-month period ended December31, 2005, activity included normal borrowings and paydowns on long-term debt, as well as borrowings
to finance the purchase of our interest in the Detroit JOA. Excluding the August 2, 2006
transactions, refinancing costs of the new credit facility, as well as the cash proceeds from the
sale of the Long Beach building, the Original Apartment Magazine and redemption of a life insurance
policy, we repaid approximately $32.4 million of debt for the six-month period ended December 31,2006.
Liquidity
On August 2, 2006, we amended our existing bank credit facility. The amendment was entered
into in order to create a new $350.0 million term loan “C” facility and to authorize us to purchase
the Contra Costa Times, San Jose Mercury News, The Monterey County Herald and the St. Paul Pioneer
Press. The amended facility maintains the $350.0 million revolving credit facility, the $100.0
million term loan “A,” the $147.3 million term loan “B” and provides for the $350.0 million term
loan “C” facility which was borrowed on August 2, 2006 and used to pay our portion of the purchase
price for the Contra Costa Times and the San Jose Mercury News along with the additional borrowings
under our revolving credit facility. The term loan “C” bears interest based upon, at the Company’s
option, Eurodollar, plus a borrowing margin of 1.75%, or base rate, plus a borrowing margin of
0.75%. The term loan “C” requires quarterly principal payments as follows: $0.875 million through
June 2012; and $82.25 million from June 2012 through March 2013, with the remaining balance due at
maturity on August 2, 2013. Amounts repaid under term loan “C” are not available for re-borrowing.
On December 31, 2006, our debt structure included our amended and restated bank credit
facility which provides for borrowings of up to $947.3 million, consisting of a $350.0 million
revolving credit facility, a $100.0 million term loan “A,” a $147.3 million term loan “B” and a
$350.0 million term loan “C.” Any payments on the term loans cannot be reborrowed, regardless of
whether such payments are scheduled or voluntary. On December 31, 2006, the balances outstanding
under the revolving credit portion of the bank credit facility, term loan “A,” term loan “B” and
term loan “C” were $133.8 million, $100.0 million, $145.1 million and $348.3 million, respectively,
and we had $203.3 million available for future borrowings, net of $12.9 million in outstanding
letters of credit. However, the total amount we can borrow at any point in time may be reduced by
incurrence limits imposed by our various debt agreements.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
On February 2, 2007, the California Newspapers Partnership (“CNP”) acquired the Santa Cruz
Sentinel, published in Santa Cruz, California, for approximately $45.0 million, of which our share
was approximately $25.0 million and was funded with borrowings under our bank credit facility.
S.F. Holding Corporation (“Stephens”), a 26.28% partner in CNP, has a right to require CNP to
redeem its interest in CNP at its fair market value (plus interest through closing), any time after
January 1, 2005. If such right is exercised, Stephens’ interest must be redeemed within two years
of the determination of its fair market value. We are not currently aware of any intentions on the
part of Stephens to exercise its put. No amounts are recorded in our financial statements related
to Stephens’ put right.
In September 2005, the management committee of the Denver JOA authorized the incurrence of up
to $150.0 million of non-recourse debt by the Denver JOA to finance furniture, fixtures and
computers for its new office building and new presses and related equipment and building costs
related to consolidation of two existing production facilities into one for the Denver JOA. We own
a 50% interest in the Denver JOA. As of December 31, 2006, our share of the debt incurred by the
Denver JOA for the items mentioned was approximately $37.8 million.
As of December 31, 2006, the Company was in compliance with all its financial covenants under
the Company’s bank credit facility and subordinated note agreements. In order to remain in
compliance with these covenants in the future, the Company needs to increase or maintain its
existing “Consolidated Operating Cash Flow” as defined in its credit agreements, and/or reduce its
total debt outstanding.
Our ability to service our debt and fund planned capital expenditures depends on our ability
to continue to generate operating cash flows in the future.
We estimate minimum contributions to our defined benefit pension plans in fiscal year 2007
will be approximately $9.0 million, including contributions related to pension plan liabilities
assumed in conjunction with the management of the St. Paul Pioneer Press. We have made
contributions of approximately $3.7 million through December 31, 2006. We also expect federal and
state income tax payments to increase during fiscal year 2007 as compared to fiscal year 2006.
Off-Balance Sheet Arrangements and Contractual Obligations
Our various contractual obligations and funding commitments related to our long-term debt have
changed since our Annual Report on Form 10-K for the year ended June 30, 2006 as more fully
described above and in Note 5: Amendment of Bank Credit Facility.
Significant changes in our contractual obligations since year-end 2006 include the liabilities
assumed in the acquisition and management of the San Jose Mercury News, Contra Costa Times, The
Monterey County Herald, St. Paul Pioneer Press and the Daily Breeze (Torrance). Significant items
include the assumption of pension obligations totaling $31.7 million, other postretirement
employment benefits totaling $2.8 million and other long-term operating lease obligations.
The Denver JOA terminated its construction lease in the second quarter of fiscal year 2007 and
signed a long-term operating lease for its office building facility. Our other contractual
obligations have not materially changed from the disclosure made in our Annual Report on Form 10-K
for the year ended June 30, 2006.
Current North American newsprint supply and demand, along with newsprint now being shipped
from China, have put downward pressure on prices and the cost of newsprint has declined an average
$30 to $35 per metric ton so far during our third quarter of fiscal year 2007 as compared to the
second quarter of fiscal year 2007 (quarter ended December 31, 2006). The January 2007 RISI
(“Resource Information Systems, Inc.”) price index for 30 pound newsprint was $623 per metric ton
compared to $640 per metric ton in January 2006. As a large buyer of newsprint, our cost of
newsprint continues to be well below the RISI price index.
QUANTITATIVE AND QUALITATIVE
DISCLOSURE OF MARKET RISK
Debt
We are exposed to market risk arising from changes in interest rates associated with our bank
debt, which includes the bank term loans and the revolving credit portion of our bank credit
facility. Our bank debt bears interest at rates based upon, at our option, Eurodollar or prime
rates, plus a spread based on our leverage ratio. The nature and position of our bank debt has not
materially changed from the disclosure made in our Annual Report on Form 10-K for the year ended
June 30, 2006 as the disclosure included the August 2, 2006 borrowings made in conjunction with our
August 2, 2006 acquisition of the San Jose Mercury News and Contra Costa Times.
Newsprint
See Near Term Outlook for further discussion regarding newsprint prices.
RECONCILIATION OF GAAP AND NON-GAAP FINANCIAL INFORMATION
Reconciliation of GAAP and Non-GAAP Financial Information
The following tables have been provided to reconcile the Non-GAAP financial information
(Adjusted EBITDA and Pro-Rata Consolidation Income Statement Data) presented under “Management’s
Discussion and Analysis of Financial Condition and Results of Operations — Operating Results” and
“Management’s Discussion and Analysis of Financial Condition and Results of Operations — Summary
Supplemental Non-GAAP Financial Data” of this report on Form 10-Q to their most directly comparable
GAAP measures (Cash Flows from Operating Activities and GAAP Income Statement Data).
Reconciliation of Cash Flows from Operating Activities (GAAP measure) to Adjusted EBITDA (Non-GAAP
measure).
Cash Flows from Operating Activities (GAAP measure)
$
12,542
$
19,198
$
65,727
$
32,020
Net Change in Operating Assets and Liabilities
25,130
7,266
(6,929
)
14,107
Distributions of Net Income Paid to Minority Interest
20,984
4,137
34,335
9,623
Distributions of Net Income from Unconsolidated JOAs
(12,488
)
(11,497
)
(21,944
)
(23,824
)
Distributions of Net Income from Equity Investments
(325
)
(2,358
)
(950
)
(4,217
)
Interest Expense
21,335
13,708
40,584
27,238
Bad Debt Expense
(3,105
)
(2,358
)
(5,870
)
(4,328
)
Pension Expense, Net of Cash Contributions
3,244
(955
)
4,241
(393
)
Direct Costs of the Unconsolidated JOAs, Incurred
Outside of the Unconsolidated JOAs(b)
12,412
16,325
24,543
32,371
Net Cash Related to Other (Income), Expense
(630
)
(1,409
)
(6,549
)
(4,838
)
Adjusted EBITDA
79,099
42,057
127,188
77,759
Minority Interest in Adjusted EBITDA
(27,066
)
(10,156
)
(45,259
)
(19,182
)
Combined Adjusted EBITDA of Unconsolidated JOAs
9,548
11,208
16,291
19,485
EBITDA of Texas-New Mexico Newspapers Partnership
and Prairie Mountain Publishing
Company(c)
438
2,466
1,050
4,795
Adjusted EBITDA Available to Company
$
62,019
$
45,575
$
99,270
$
82,857
Footnotes for table above.
(a)
Non-GAAP Financial Data. Adjusted EBITDA and Adjusted EBITDA Available to
Company are not measures of performance recognized under GAAP. However, we believe that
they are indicators and measurements of our leverage capacity and debt service ability.
Adjusted EBITDA and Adjusted EBITDA Available to Company should not be considered as an
alternative to measure profitability, liquidity, or performance, nor should they be
considered an alternative to net income, cash flows generated by operating, investing
or financing activities, or other financial statement data presented in our condensed
consolidated financial statements. Adjusted EBITDA is calculated by deducting cost of
sales and SG&A expense from total revenues. Adjusted EBITDA Available to Company is
calculated by: (i) reducing Adjusted EBITDA by the minority interest in the Adjusted
EBITDA generated from the California Newspapers Partnership and the Texas-New Mexico
Newspapers Partnership (beginning December 26, 2005), our less than 100% owned
consolidated subsidiaries (“Minority Interest in Adjusted EBITDA”); (ii) increasing
Adjusted EBITDA by our combined proportionate share of the Adjusted EBITDA generated by
our unconsolidated JOAs in Denver and Salt Lake City (“Combined Adjusted EBITDA of
Unconsolidated JOAs”); and (iii) increasing Adjusted EBITDA by our proportionate share
of EBITDA of the Texas-New Mexico Newspapers Partnership (through December 25, 2005)
and our proportionate share of EBITDA of the Prairie Mountain Publishing Company
(beginning February 1, 2006) (see footnote (c)).
(b)
Direct Costs of the Unconsolidated JOAs Incurred Outside of the Unconsolidated
JOA. Includes the editorial costs, revenues received outside of the JOAs,
depreciation, amortization, and other direct costs incurred outside of the JOAs by our
consolidated subsidiaries associated with The Salt Lake Tribune and The Denver Post.
See Note 1: Significant Accounting Policies and Other Matters — Joint Operating
Agencies and Note 3: Denver and Salt Lake City Joint Operating Agencies in the notes to
our condensed consolidated financial statements for further description and analysis of
this adjustment.
(c)
EBITDA of Texas-New Mexico Newspapers Partnership and Prairie Mountain Publishing
Company. The Texas-New Mexico Newspapers Partnership and Prairie Mountain Publishing
Company agreements require the partnerships to make distributions equal to the earnings
of the partnership before depreciation and amortization (EBITDA). Through December 25,2005, our 33.8% share of the EBITDA of Texas-New Mexico Newspapers Partnership and
beginning February 1, 2006, our 50% share of the EBITDA of the Prairie Mountain
Publishing Company, have been included in Adjusted EBITDA Available to Company, as they
are an integral part of our cash flows from operations as defined by our debt
covenants.
RECONCILIATION OF GAAP AND NON-GAAP FINANCIAL INFORMATION
Reconciliation of Income Statement Data presented on a historical GAAP basis to Non-GAAP
Income Statement Data presented on a pro-rata consolidation basis. Dollar amounts shown are in
thousands.
Unconsolidated JOAs Pro-Rata Adjustment. The adjustment to pro-rata consolidate our
unconsolidated JOAs includes our proportionate share, on a line item basis, of the income
statements of our unconsolidated JOAs (Denver and Salt Lake City). Our interest in the
earnings of the Salt Lake City JOA is 58%, while our interest in the Denver Newspaper Agency
is 50%. This adjustment also includes the editorial costs, revenues received outside of these
JOAs, depreciation, amortization, and other direct costs incurred outside of the JOAs by our
consolidated subsidiaries associated with The Salt Lake Tribune and The Denver Post. See Note
1: Significant Accounting Policies and Other Matters — Joint Operating Agencies and Note 3:
Denver and Salt Lake City Joint Operating Agencies in the notes to our condensed consolidated
financial statements for further description and analysis of the components of this
adjustment.
(2)
Adjusted EBITDA. Adjusted EBITDA is a non-GAAP measure.
RECONCILIATION OF GAAP AND NON-GAAP FINANCIAL INFORMATION
Reconciliation of Cash Flows from Operating Activities (GAAP measure) to Adjusted EBITDA
presented on a pro-rata consolidation basis (Non-GAAP measure).
Cash Flows from Operating Activities (GAAP measure)
$
12,542
$
19,198
$
65,727
$
32,020
Net Change in Operating Assets and Liabilities
25,130
7,266
(6,929
)
14,107
Distributions of Net Income Paid to Minority Interest
20,984
4,137
34,335
9,623
Distributions of Net Income from Unconsolidated JOAs
(12,488
)
(11,497
)
(21,944
)
(23,824
)
Distributions of Net Income from Equity Investments
(325
)
(2,358
)
(950
)
(4,217
)
Interest Expense
21,335
13,708
40,584
27,238
Bad Debt Expense
(3,105
)
(2,358
)
(5,870
)
(4,328
)
Pension Expense, Net of Cash Contributions
3,244
(955
)
4,241
(393
)
Net Cash Related to Other (Income), Expense
(630
)
(1,409
)
(6,549
)
(4,838
)
Combined Adjusted EBITDA of Unconsolidated JOAs(b)
9,548
11,208
16,291
19,485
Direct Costs of the Unconsolidated JOAs, Incurred Outside of
the Unconsolidated JOAs(c)
12,412
16,325
24,543
32,371
Adjusted EBITDA
88,647
53,265
143,479
97,244
Minority Interest in Adjusted EBITDA
(27,066
)
(10,156
)
(45,259
)
(19,182
)
EBITDA of Texas-New Mexico Newspapers Partnership and
Prairie Mountain Publishing Company (d)
438
2,466
1,050
4,795
Adjusted EBITDA Available to Company
$
62,019
$
45,575
$
99,270
$
82,857
Footnotes for table above.
(a)
Non-GAAP Financial Data. Adjusted EBITDA and Adjusted EBITDA Available to Company are
not measures of performance recognized under GAAP. However, we believe that they are
indicators and measurements of our leverage capacity and debt service ability. Adjusted
EBITDA and Adjusted EBITDA Available to Company should not be considered as an alternative
to measure profitability, liquidity, or performance, nor should they be considered an
alternative to net income, cash flows generated by operating, investing or financing
activities, or other financial statement data presented in our condensed consolidated
financial statements. Adjusted EBITDA is calculated by deducting cost of sales and SG&A
expense from total revenues. Adjusted EBITDA Available to Company is calculated by: (i)
reducing Adjusted EBITDA by the minority interest in the Adjusted EBITDA generated from the
California Newspapers Partnership and the Texas-New Mexico Newspapers Partnership
(beginning December 26, 2005), our less than 100% owned consolidated subsidiaries
(“Minority Interest in Adjusted EBITDA”); (ii) increasing Adjusted EBITDA by our
proportionate share of EBITDA of the Texas-New Mexico Newspapers Partnership (through
December 25, 2005) and our proportionate share of the EBITDA of the Prairie Mountain
Publishing Company (beginning February 1, 2006) (see footnote (d)). Note that pro-rata
consolidation already takes into account our proportionate share of the results from our
unconsolidated JOAs (Denver and Salt Lake City).
(b)
Combined Adjusted EBITDA of Unconsolidated JOAs. Calculated by deducting cost of sales
and SG&A expense from total revenues from the Unconsolidated JOAs Pro-Rata Adjustment
column presented under “— Reconciliation of Income Statement Data presented on a
historical GAAP basis to Non-GAAP Income Statement Data presented on a pro-rata
consolidation basis.”
(c)
Direct Costs of the Unconsolidated JOAs Incurred Outside of the Unconsolidated JOA.
Includes the editorial costs, revenues received outside of the JOA, depreciation,
amortization, and other direct costs incurred outside of the JOAs by our consolidated
subsidiaries associated with The Salt Lake Tribune and The Denver Post. See Note 1:
Significant Accounting Policies and Other Matters — Joint Operating Agencies and Note 3:
Denver and Salt Lake City Joint Operating Agencies in the notes to our condensed
consolidated financial statements for further description and analysis of this adjustment.
(d)
EBITDA of Texas-New Mexico Newspapers Partnership and Prairie Mountain Publishing
Company. The Texas-New Mexico Newspapers Partnership and Prairie Mountain Publishing
Company agreements require the partnerships to make distributions equal to the earnings of
the partnership before depreciation and amortization (EBITDA). Through December 25, 2005,
our 33.8% share of the EBITDA of Texas-New Mexico Newspapers Partnership and beginning
February 1, 2006, our 50% share of Prairie Mountain Publishing Company, have been included
in Adjusted EBITDA Available to Company, as they are an integral part of our cash flows
from operations as defined by our debt covenants.
Form of MediaNews Group, Inc.’s 6 7/8% Senior Subordinated Notes due 2013 (contained in
the Indenture filed as Exhibit 4.4 to the registrant’s Form 8-K filed January 14, 2004)
Form of MediaNews Group, Inc.’s 6 3/8% Senior Subordinated Notes due 2014 (contained in
the Indenture filed as Exhibit 4.4 to the registrant’s Form 10-Q for the period ended
December 31, 2003)
31.1
Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2
Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.3
Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1
Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002
32.2
Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002
37
Dates Referenced Herein and Documents Incorporated by Reference