================================================================================
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------
FORM 10-Q
(Mark One)
[x] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended SEPTEMBER 29, 2002
------------------
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from __________________to_________________
COMMISSION FILE NUMBER 1-14541
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PULITZER INC.
(Exact name of registrant as specified in its charter)
----------
DELAWARE 43-1819711
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
900 NORTH TUCKER BOULEVARD, ST. LOUIS, MISSOURI 63101
(Address of principal executive offices)
(314) 340-8000
(Registrant's telephone number, including area code)
NO CHANGES
(Former name, former address and former fiscal year, if changed since
last report)
----------
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports) and (2) has been subject to such filing
requirements for the past 90 days.
YES [X] NO [ ]
----------
Indicate the number of shares outstanding of each of the issuer's classes
of common stock, as of the latest practicable date.
CLASS OUTSTANDING 11/4/02
-------------------- -------------------
COMMON STOCK 9,471,048
CLASS B COMMON STOCK 11,836,242
Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Exchange Act).
YES [X] NO [ ]
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PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
PULITZER INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(UNAUDITED -- IN THOUSANDS, EXCEPT EARNINGS PER SHARE)
<Table>
<Caption>
Third Quarter Ended Nine Months Ended
Sept. 29, Sept. 30, Sept. 29, Sept. 30,
2002 2001 2002 2001
---------- ---------- ---------- ----------
OPERATING REVENUES:
Advertising
Retail $ 29,470 $ 28,036 $ 87,466 $ 85,823
National 6,587 5,494 18,521 19,295
Classified 31,321 32,946 94,224 102,291
---------- ---------- ---------- ----------
Subtotal 67,378 66,476 200,211 207,409
Preprints 13,223 10,566 39,006 32,955
---------- ---------- ---------- ----------
Total advertising 80,601 77,042 239,217 240,364
Circulation 20,281 20,421 60,459 60,977
Other 2,659 2,718 7,905 7,735
---------- ---------- ---------- ----------
Total operating revenues 103,541 100,181 307,581 309,076
---------- ---------- ---------- ----------
OPERATING EXPENSES:
Payroll and other personnel expenses 45,981 44,544 135,546 132,220
Newsprint expense 10,087 13,986 31,025 44,293
Depreciation 3,176 3,194 10,627 10,680
Amortization 1,108 6,697 3,325 19,623
Other expenses 27,257 28,850 82,255 83,993
---------- ---------- ---------- ----------
Total operating expenses 87,609 97,271 262,778 290,809
---------- ---------- ---------- ----------
Equity in earnings of Tucson newspaper partnership 3,904 3,934 12,902 13,112
---------- ---------- ---------- ----------
Operating income 19,836 6,844 57,705 31,379
Interest income 1,146 1,752 3,131 6,384
Interest expense (4,527) (6,176) (15,349) (18,532)
Net gain (loss) on marketable securities and
Investments (1,844) (790) (7,809) (2,870)
Net other income (expense) 113 (75) 127 (175)
---------- ---------- ---------- ----------
INCOME BEFORE PROVISION FOR INCOME
TAXES 14,724 1,555 37,805 16,186
PROVISION FOR INCOME TAXES 5,662 586 14,338 6,410
MINORITY INTEREST IN NET EARNINGS OF
SUBSIDIARY 390 77 999 500
---------- ---------- ---------- ----------
INCOME FROM CONTINUING OPERATIONS 8,672 892 22,468 9,276
INCOME/(LOSS) FROM DISCONTINUED
OPERATIONS, NET OF TAX 0 656 0 (1,591)
---------- ---------- ---------- ----------
NET INCOME $ 8,672 $ 1,548 $ 22,468 $ 7,685
========== ========== ========== ==========
BASIC EARNINGS PER SHARE OF STOCK:
Income from continuing operations $ 0.41 $ 0.04 $ 1.06 $ 0.44
Income/ (Loss) from discontinued operations 0.00 0.03 0.00 (0.08)
---------- ---------- ---------- ----------
Earnings per share $ 0.41 $ 0.07 $ 1.06 $ 0.36
========== ========== ========== ==========
Weighted average number of shares outstanding 21,299 21,204 21,269 21,186
========== ========== ========== ==========
DILUTED EARNINGS PER SHARE OF STOCK:
Income from continuing operations $ 0.40 $ 0.04 $ 1.05 $ 0.43
Income/(Loss) from discontinued operations 0.00 0.03 0.00 (0.07)
---------- ---------- ---------- ----------
Earnings per share $ 0.40 $ 0.07 $ 1.05 $ 0.36
========== ========== ========== ==========
Weighted average number of shares outstanding 21,415 21,348 21,454 21,367
========== ========== ========== ==========
</Table>
See notes to consolidated financial statements.
2
PULITZER INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(UNAUDITED -- IN THOUSANDS)
<Table>
<Caption>
Third Quarter Ended Nine Months Ended
------------------------ ------------------------
Sept. 29, Sept. 30, Sept. 29, Sept. 30,
2002 2001 2002 2001
---------- ---------- ---------- ----------
NET INCOME $ 8,672 $ 1,548 $ 22,468 $ 7,685
OTHER COMPREHENSIVE INCOME (LOSS),
NET OF TAX:
Unrealized holding gains on marketable
securities arising during the period 679 0 818 627
Reclassification adjustment (27) 0 (27) (398)
---------- ---------- ---------- ----------
Other comprehensive income 652 0 791 229
---------- ---------- ---------- ----------
COMPREHENSIVE INCOME $ 9,324 $ 1,548 $ 23,259 $ 7,914
========== ========== ========== ==========
</Table>
See notes to consolidated financial statements.
3
PULITZER INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF FINANCIAL POSITION
(UNAUDITED -- IN THOUSANDS)
<Table>
<Caption>
Sept. 29, Dec. 30,
2002 2001
---------- ----------
ASSETS
CURRENT ASSETS:
Cash and cash equivalents $ 74,466 $ 193,739
Marketable securities 104,131 0
Trade accounts receivable (less allowance for doubtful
accounts of $7,087 and $6,024) 51,148 52,033
Inventory 7,384 5,124
Income taxes receivable 0 6,339
Prepaid expenses and other 12,371 15,301
---------- ----------
Total current assets 249,500 272,536
---------- ----------
PROPERTIES:
Land 9,266 7,741
Buildings 65,691 54,451
Machinery and equipment 152,610 145,461
Construction in progress 4,829 5,620
---------- ----------
Total 232,396 213,273
Less accumulated depreciation 116,547 105,973
---------- ----------
Properties - net 115,849 107,300
---------- ----------
INTANGIBLE AND OTHER ASSETS:
Intangible assets - net of accumulated amortization 836,661 831,837
Restricted cash 36,060 24,810
Other 34,301 52,280
---------- ----------
Total intangible and other assets 907,022 908,927
---------- ----------
TOTAL $1,272,371 $1,288,763
========== ==========
</Table>
(Continued)
4
PULITZER INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF FINANCIAL POSITION
(UNAUDITED -- IN THOUSANDS, EXCEPT SHARE DATA)
<Table>
<Caption>
Sept. 29, Dec. 30,
2002 2001
---------- ----------
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Trade accounts payable $ 10,960 $ 10,761
Salaries, wages and commissions 14,652 13,825
Income taxes payable 659 0
Interest payable 4,614 4,399
Pension obligations 1,759 4,678
Acquisition payable 0 9,707
Dividends payable 3,728 0
Other 8,574 8,164
---------- ----------
Total current liabilities 44,946 51,534
---------- ----------
LONG-TERM DEBT 306,000 306,000
---------- ----------
PENSION OBLIGATIONS 22,468 28,132
---------- ----------
POSTRETIREMENT AND POSTEMPLOYMENT
BENEFIT OBLIGATIONS 77,128 89,656
---------- ----------
OTHER LONG-TERM LIABILITIES 12,058 16,224
---------- ----------
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' EQUITY:
Preferred stock, $.01 par value; 100,000,000 shares authorized;
Issued and outstanding - none
Common stock, $.01 par value; 100,000,000 shares authorized;
Issued - 9,464,078 in 2002 and 9,679,738 in 2001 95 97
Class B common stock, convertible, $.01 par value; 100,000,000
Shares authorized; issued - 11,836,242 in 2002 and
13,059,077 in 2001 118 131
Additional paid-in capital 373,070 430,647
Retained earnings 438,422 430,840
Accumulated other comprehensive loss (1,691) (2,482)
Unamortized restricted stock (229) (20)
---------- ----------
Total 809,785 859,213
Treasury stock - at cost; 330 and 529,004 shares of common
stock in 2002 and 2001, respectively, and 1,000,000 shares of
Class B common stock in 2001 (14) (61,996)
---------- ----------
Total stockholders' equity 809,771 797,217
---------- ----------
TOTAL $1,272,371 $1,288,763
========== ==========
</Table>
(Concluded)
See notes to consolidated financial statements.
5
PULITZER INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED -- IN THOUSANDS)
<Table>
<Caption>
Nine Months Ended
--------------------------------
September 29, September 30,
CONTINUING OPERATIONS 2002 2001
-------------- --------------
CASH FLOWS FROM OPERATING ACTIVITIES:
Income from continuing operations $ 22,468 $ 9,276
Adjustments to reconcile net income to net cash provided by
Operating activities:
Depreciation 10,627 10,680
Amortization 3,325 19,623
Deferred income taxes 13,569 7,039
Gain on sale of assets, net (44) (602)
Changes in current assets and liabilities (net of the effects of the
purchase and sale of properties) which provided (used) cash:
Trade accounts receivable 885 741
Inventory (2,260) 2,727
Other assets 3,442 (9,313)
Trade accounts payable and accrued expenses 1,653 (2,388)
Current portion of pension, postretirement & other
liabilities (2,441) 6,231
Income taxes receivable/payable 6,998 (5,963)
-------------- --------------
NET CASH FROM OPERATING ACTIVITIES 58,222 38,051
-------------- --------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures (19,307) (9,055)
Purchase of businesses, net of cash acquired (8,148) (37,722)
Payment of acquisition payable (9,707) 0
Purchases of marketable securities (120,412) (19,824)
Sales of marketable securities 17,526 145,968
Investment in joint ventures and limited partnerships (652) (4,419)
Increase in restricted cash (11,250) (11,250)
Discretionary funding of retirement obligations (18,097) 0
Decrease (increase) in notes receivable 200 (170)
-------------- --------------
NET CASH (USED IN)/FROM INVESTING ACTIVITIES (169,847) 63,528
-------------- --------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Dividends paid (11,158) (10,798)
Proceeds from exercise of stock options 2,978 1,768
Proceeds from employee stock purchase plan 689 637
Purchase of treasury stock (157) (39)
-------------- --------------
NET CASH FROM FINANCING ACTIVITIES (7,648) (8,432)
-------------- --------------
CASH FROM CONTINUING OPERATIONS (119,273) 93,147
-------------- --------------
DISCONTINUED OPERATIONS
Operating Activities
Loss from discontinued operations 0 (1,591)
Depreciation 0 203
Amortization 0 281
Loss on sale of newspaper assets 0 2,672
-------------- --------------
NET CASH FROM OPERATING ACTIVITIES 0 1,565
Investing Activities
Capital expenditures 0 (15)
Sale of properties 0 19,516
-------------- --------------
NET CASH FROM INVESTING ACTIVITIES 0 19,501
-------------- --------------
</Table>
(continued)
6
<Table>
CASH FROM DISCONTINUED OPERATIONS 0 21,066
-------------- --------------
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS (119,273) 114,213
CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR 193,739 67,447
-------------- --------------
CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 74,466 $ 181,660
============== ==============
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid (received) during the period for:
Interest paid $ 15,621 $ 18,557
Interest received (2,484) (8,046)
Income taxes 74 3,758
Income tax refunds (5,903) (17,830)
SUPPLEMENTAL DISCLOSURE OF NONCASH INVESTING
AND FINANCING ACTIVITIES:
Issuance of restricted stock awards $ (250) $ 0
Increase in Dividends Payable and decrease in Retained Earnings 3,728 3,379
</Table>
(Concluded)
See notes to consolidated financial statements.
7
PULITZER INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Pulitzer Inc. (the "Company") reports on a fiscal year ending the last Sunday in
the calendar year. In 2002, the Company's fiscal year began on December 31, 2001
and will end on December 29, 2002. For fiscal 2001, the Company's fiscal year
began on January 1, 2001 and ended on December 30, 2001.
Basis of Consolidation - The consolidated financial statements include the
accounts of the Company and its subsidiary companies, all of which are
wholly-owned except for the Company's 95 percent interest in the results of
operations of the St. Louis Post-Dispatch LLC and Distribution Services LLC, and
50 percent interest in the result of operations of the Tucson Newspaper Agency
("TNI"). All significant intercompany transactions have been eliminated from the
consolidated financial statements.
Revenue Recognition - Advertising revenue is recognized when ads are published.
Circulation revenue is recognized when the newspaper is delivered to the
customer. Other revenue is recognized when the product or service has been
delivered.
Inventory Valuation - In the first quarter of fiscal 2002, the Company changed
its method of determining the cost of newsprint inventories from the last-in,
first-out ("LIFO") method to the first-in, first-out ("FIFO") method. The
Company believes that the FIFO method better measures the current value of such
inventories and provides a more appropriate matching of revenues and expenses.
The effect of this change was immaterial to the consolidated financial results
of the prior reporting periods of the Company and therefore did not require
retroactive restatement of the results for those periods.
Interim Adjustments - In the opinion of management, the accompanying unaudited
consolidated financial statements contain all adjustments, consisting only of
normal recurring adjustments, necessary to present fairly the Company's
consolidated financial position as of September 29, 2002 and September 30, 2001,
the results of operations for the three- and nine-month periods ended September
29, 2002 and September 30, 2001, and cash flows for the nine-month periods ended
September 29, 2002 and September 30, 2001. These consolidated financial
statements should be read in conjunction with the audited consolidated financial
statements and related notes thereto included in the Company's Annual Report on
Form 10-K for the fiscal year ended December 30, 2001. Consolidated results of
operations and cash flows for interim periods are not necessarily indicative of
the results to be expected for the full year.
Earnings Per Share of Stock - Basic earnings per share of stock is computed
using the weighted average number of common and Class B common shares
outstanding during the applicable period. Diluted earnings per share of stock is
computed using the weighted average number of common and Class B common shares
outstanding and common stock equivalents (primarily outstanding stock options).
Weighted average shares used in the calculation of basic and diluted earnings
per share are summarized as follows:
<Table>
<Caption>
Third Quarter Ended Nine Months Ended
----------------------- -----------------------
Sept. 29, Sept. 30, Sept. 29, Sept. 30,
2002 2001 2002 2001
---------- ---------- ---------- ----------
(In thousands) (In thousands)
Weighted average shares outstanding (Basic EPS) 21,299 21,204 21,269 21,186
Common stock equivalents 116 144 185 181
---------- ---------- ---------- ----------
Weighted average shares outstanding and
Common stock equivalents (Diluted EPS) 21,415 21,348 21,454 21,367
========== ========== ========== ==========
</Table>
Stock option equivalents included in the diluted earnings per share calculation
were determined using the treasury stock method. Under the treasury stock
method, outstanding stock options are dilutive when the average market price of
the Company's common stock exceeds the option exercise price during a period. In
addition, proceeds from the assumed exercise of dilutive options along with the
related tax benefit are assumed to be used to repurchase common shares at the
average market price of such stock during the period.
8
Financing Arrangements - In December 2001, the Company entered into an interest
rate swap to convert $50 million of its fixed rate interest cost to a variable
rate. In May 2002, the Company entered into a second interest rate swap to
convert an additional $100 million of its fixed rate interest cost to a variable
rate. Both swaps are designated as fair-value hedges, and the Company employs
the shortcut method which results in the offsetting of changes in the fair-value
of the swap and related debt.
In October 2002, the Company terminated interest rate swap contracts totaling
$75 million in exchange for a cash payment of $5.0 million. The remaining $75
million interest rate swap is designated as a fair-value hedge. The Company
continues to employ the shortcut method on the remaining interest rate swap. The
Company will initially recognize the $5.0 million cash receipt as an increase in
other deferred liabilities with subsequent, ratable amortization as a reduction
of interest expense over the remaining life of the original interest rate swap.
Treasury Stock Retirement - In the second quarter of 2002, the Company retired
531,796 shares of common stock and 1,000,000 shares of Class B common stock.
New Accounting Pronouncements - In July 2001, the Financial Accounting Standards
Board issued Statement of Financial Accounting Standards ("SFAS") No. 141,
Business Combinations ("SFAS No. 141") and SFAS No. 142, Goodwill and Other
Intangible Assets. SFAS No. 141 requires that all business combinations be
accounted for under the purchase method. The statement further requires separate
recognition of intangible assets that meet certain criteria. The statement
applies to all business combinations initiated after June 30, 2001. The adoption
of SFAS No. 141 did not have a material impact on the results of operations,
financial position or liquidity of the Company.
Effective December 31, 2001, the Company adopted SFAS No. 142, which requires
that an intangible asset that is acquired shall be initially recognized and
measured based on its fair value. The statement also provides that goodwill and
other indefinite lived intangible assets should not be amortized, but shall be
tested for impairment annually, or more frequently if circumstances indicate
potential impairment, through a comparison of fair value to their carrying
amount.
SFAS No. 142, among other things, eliminates the amortization of goodwill and
certain identified intangible assets. The Company will test intangible assets,
including goodwill, that are not subject to amortization for impairment
annually, or more frequently if events or changes in circumstances indicate that
the asset might be impaired, using a two step impairment assessment. The first
step of the impairment test identifies potential impairment and compares the
fair value with its carrying amount, including goodwill. The Company evaluates
impairment at each of its St. Louis, Pulitzer Newspapers, Inc. ("PNI"), and
Tucson reporting units, which are aggregated to comprise one reportable segment,
publishing. If the fair value exceeds the carrying amount, goodwill is not
considered impaired, and the second step of the impairment test is not
necessary. If the carrying amount exceeds its fair value, the second step of the
impairment test shall be performed to measure the amount of impairment loss, if
any. In accordance with the transition provisions of SFAS No. 142, the Company
has conducted the first step of impairment tests as of December 31, 2001. The
Company assessed the fair value by considering each reporting units' current
cash flows, recent purchase prices paid for entities within its industry, and
the Company's market capitalization. The Company's discounted cash flow
evaluation utilizes a discount rate that corresponds to the Company's weighted
average cost of capital. Given consideration of these factors, the Company
concluded that the fair value of each reporting unit exceeded the carrying
amounts of its net assets and, accordingly, no impairment loss was recognized.
Subsequent impairments, if any, would be classified as an operating expense.
Subsequent impairment tests will be performed, at a minimum, in the fourth
quarter of each year, in conjunction with the Company's annual planning process.
Upon adoption of SFAS No. 142, the transition provisions of SFAS No. 141 also
became effective. These transition provisions specify criteria for determining
whether an acquired intangible asset should be recognized separately from
goodwill. Intangible assets that meet certain criteria will qualify for
recording on the balance sheet and will be amortized in the income statement.
Such intangible assets will be subject to a periodic impairment test based on
estimated fair value. On December 31, 2001, in accord with the provisions of
SFAS No. 142, the Company reclassified the net carrying value of certain
intangible assets in the amount of $41 million to goodwill. Refer to Note 4 for
more information on the Company's goodwill and other acquired intangible assets.
In 2001, the Company early adopted SFAS No. 144, Accounting for the Impairment
or Disposal of Long-Lived Assets. In accordance with the provisions of SFAS No.
144, the operations and related gains and
9
losses on properties sold in 2001 have been presented as discontinued operations
in the accompanying consolidated statements of income.
On April 30, 2002, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 145, Rescission of FASB Statements No. 4, 44
and 64, Amendment of FASB Statement No. 13, and Technical Corrections ("SFAS
145"), to update, clarify, and simplify certain existing pronouncements. The
adoption of SFAS 145 is not expected to have a material impact on the Company's
consolidated financial position or results of operations.
In June 2002, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 146, Accounting for Costs Associated with
Exit or Disposal Activities ("SFAS 146") which requires that a liability for a
cost associated with exit or disposal activities be recognized and measured
initially at fair value in the period in which the liability is incurred. SFAS
146 is effective for exit or disposal activities initiated after December 31,
2002 with early application encouraged. The adoption of SFAS 146 is not expected
to have a material impact on the Company's financial condition or results of
operations
Use of Estimates - The preparation of financial statements in conformity with
accounting principles generally accepted in the United States of America
requires management to make estimates and assumptions that affect the reported
amounts of assets and liabilities and disclosure of contingent assets and
liabilities at the date of the financial statements and reported amounts of
revenues and expenses during the reporting period. Actual results may differ
from those estimates.
Based on current estimates, the Company expects an increase in minimum pension
liability of approximately $13.5 million at December 29, 2002. Consistent with
its practice, the Company will give appropriate recognition to this
determination in its year-end financial statements, including a charge of
approximately $8 million to Other Comprehensive Income.
Reclassifications - Certain reclassifications have been made to the 2001
consolidated financial statements to conform with the presentation made in 2002.
2. TUCSON NEWSPAPER PARTNERSHIP
In Tucson, Arizona, a separate partnership, TNI Partners ("TNI"), acting as
agent for the Arizona Daily Star (the "Star", a newspaper owned by the Company)
and the Tucson Citizen (the "Citizen", a newspaper owned by Gannett Co., Inc.,
"Gannett"), is responsible for printing, delivery, advertising, and circulation
of the Star and the Citizen. TNI collects all of the receipts and income
relating to the Star and the Citizen and pays all operating expenses incident to
the partnership's operations and publication of the newspapers, including the
news and editorial costs of each newspaper. Each newspaper is solely responsible
for its own news and editorial content. Net pre-tax income or loss of TNI is
allocated equally to the Star and the Citizen. The Company's 50 percent share of
TNI's operating results is presented as a single component of operating income
in the accompanying consolidated statements of income.
Summarized financial information for TNI is as follows:
<Table>
<Caption>
Sept. 29, Dec. 30,
2002 2001
---------- ----------
(in thousands)
Current assets $ 12,208 $ 15,188
Current liabilities $ 6,809 $ 8,917
Partners' equity $ 5,399 $ 6,271
</Table>
10
<Table>
<Caption>
Third Quarter Ended Nine Months Ended
----------------------- -----------------------
Sept. 29, Sept. 30, Sept. 29, Sept. 30,
2002 2001 2002 2001
---------- ---------- ---------- ----------
(In thousands) (In thousands)
Operating revenues $ 25,072 $ 24,570 $ 77,168 $ 78,920
Operating income $ 7,808 $ 7,868 $ 25,804 $ 26,224
The Company's share of
operating income $ 3,904 $ 3,934 $ 12,902 $ 13,112
</Table>
3. ACQUISITION AND DISPOSITION OF PROPERTIES
In the first nine months of 2002, the Company acquired businesses, principally
those focused on distribution operations in St. Louis, totaling $8.1 million. In
the third quarter and the first nine months of 2001, the Company recorded a net
gain of $0.7 million and a net loss of $1.6 million, respectively, related to
the operation and sale of its newspapers located in Troy, Ohio and Petaluma,
California, and the operation and sale of its St. Louis Internet Access Provider
(ISP) business (the "Sale Transactions"). These amounts are included in 2001 net
income as a separate line, "Loss from Discontinued Operations, Net of Tax."
On January 31, 2001, the Company, through "PNI" and its wholly owned
subsidiaries, (collectively, the "PNI Group"), acquired, in an asset purchase,
The Lompoc Record, a daily newspaper located in Lompoc, California. In addition,
during the first nine months of 2001, the PNI Group acquired several weekly
newspapers (in separate transactions) that complement its daily newspapers in
several markets. These acquisitions are collectively referred to as the "PNI
Acquisitions." In the first nine months of 2001, the Company also acquired
several distribution businesses in St. Louis. Pro forma results for the
2002 and 2001 acquisitions have not been provided because the impact is not
significant to the Company's consolidated operations or financial position.
4. GOODWILL AND OTHER INTANGIBLE ASSETS
On December 31, 2001, the Company adopted SFAS No. 142 and the transition
provisions of SFAS No. 141, as discussed in more detail in Note 1. As a result,
the Company ceased amortizing goodwill and reclassified the December 30, 2001
carrying value of certain intangible assets to goodwill. Changes in the carrying
amounts of goodwill and intangible assets for the Company for the nine months
ended September 29, 2002 were as follows:
<Table>
<Caption>
(In thousands)
GOODWILL INTANGIBLE ASSETS
-------- -----------------
Balance at December 30, 2001 $748,569 $ 83,268
Intangible assets reclassified to goodwill 41,034 (41,034)
Additions during the period 8,148 0
Amortization expense 0 (3,324)
-------- ---------
Balance at September 29, 2002 $797,751 $ 38,910
======== =========
</Table>
As required by SFAS No. 142, the results for the prior year's third quarter and
first nine months have not been restated. The reconciliation of reported net
income and EPS to adjusted net income for the quarter and nine months ended
September 29, 2002 and September 30, 2001 was as follows:
11
<Table>
<Caption>
THIRD QUARTER ENDED NINE MONTHS ENDED
------------------------------- -------------------------------
(In thousands, except share data) SEPT. 29, 2002 SEPT. 30, 2001 SEPT. 29, 2002 SEPT. 30, 2001
-------------- -------------- -------------- --------------
Reported net income $ 8,672 $ 1,548 $ 22,468 $ 7,685
Add back: goodwill amortization 0 3,495 0 10,293
Add back: intangible asset amortization
reclassed to goodwill 0 280 0 772
-------------- -------------- -------------- --------------
Adjusted net income $ 8,672 $ 5,323 $ 22,468 $ 18,750
============== ============== ============== ==============
Basic EPS:
Reported net income per share $ 0.41 $ 0.07 $ 1.06 $ 0.36
Add back: goodwill amortization 0 0.17 0 0.49
Add back: intangible asset amortization
reclassed to goodwill 0 0.01 0 0.04
-------------- -------------- -------------- --------------
Adjusted net income per basic share $ 0.41 $ 0.25 $ 1.06 $ 0.89
============== ============== ============== ==============
Diluted EPS:
Reported net income per share $ 0.40 $ 0.07 $ 1.05 $ 0.36
Add back: goodwill amortization 0 0.17 0 0.49
Add back: intangible asset amortization
reclassed to goodwill 0 0.01 0 0.04
-------------- -------------- -------------- --------------
Adjusted net income per diluted share $ 0.40 $ 0.25 $ 1.05 $ 0.89
============== ============== ============== ==============
</Table>
Other intangible assets at September 29, 2002 and December 30, 2001 were as
follows:
<Table>
<Caption>
(In thousands) ACCUMULATED NET
COST AMORTIZATION COST
-------- ------------ --------
September 29, 2002 Other intangible assets:
Advertising base $ 31,816 $ 5,552 $ 26,264
Subscriber lists 22,024 10,731 11,293
Non-compete agreements and other 3,278 1,925 1,353
-------- ------------ --------
Total other intangible assets $ 57,118 $ 18,208 $ 38,910
======== ============ ========
December 30, 2001 Other intangible assets:
Advertising base 31,816 4,416 27,400
Subscriber lists 22,024 8,762 13,262
Non-compete agreements and other 46,714 4,108 42,606
-------- ------------ --------
Total other intangible assets $100,554 $ 17,286 $ 83,268
======== ============ ========
</Table>
Pretax amortization expense of other intangible assets for the third
quarter and nine months ended September 29, 2002 was $1.1 million and $3.3
million, respectively, and over the next five years is estimated to be:
$4.4 million per year from 2002 through 2004, $4.3 million for 2005, and
$4.1 million for 2006.
5. COMMITMENTS AND CONTINGENCIES
CAPITAL COMMITMENTS
As of September 29, 2002, the Company and its subsidiaries had construction and
equipment commitments of approximately $6.1 million.
12
INVESTMENT COMMITMENTS
As of September 29, 2002, the Company had an unfunded capital contribution
commitment of approximately $10.1 million related to its investment in a limited
partnership, not related to the Company's operations.
TAX CONTINGENCY
Pursuant to an Amended and Restated Agreement and Plan of Merger, dated as of
May 25, 1998 (the "Merger Agreement"), by and among Pulitzer Publishing Company
("Old Pulitzer"), the Company and Hearst-Argyle Television, Inc.
("Hearst-Argyle") on March 18, 1999, Hearst-Argyle acquired, through the merger
(the "Merger") of Old Pulitzer with and into Hearst-Argyle, Old Pulitzer's
television and radio broadcasting operations (collectively, the "Broadcasting
Business") in exchange for the issuance to Old Pulitzer's stockholders of
37,096,774 shares of Hearst-Argyle's Series A common stock. Old Pulitzer's
Broadcasting Business consisted of nine network-affiliated television stations
and five radio stations owned and operated by Pulitzer Broadcasting Company and
its wholly-owned subsidiaries. Prior to the Merger, Old Pulitzer's newspaper
publishing and related new media businesses were contributed to the Company in a
tax-free "spin-off" to Old Pulitzer stockholders (the "Spin-off"). The Merger
and Spin-off are collectively referred to as the "Broadcast Transaction."
In October, 2001, the Internal Revenue Service ("IRS") formally proposed that
Old Pulitzer's taxable income for the tax year ended March 18, 1999 be increased
by approximately $80.4 million based on the assertion that Old Pulitzer was
required to recognize a taxable gain in that amount as a result of the Spin-off.
The Company is obligated under the Merger Agreement to indemnify Hearst-Argyle
against any tax liability attributable to the Spin-off and has the right to
control any proceedings relating to the determination of such tax liability.
The Company does not believe that Old Pulitzer realized any taxable gain in
connection with the Spin-off and has contested the IRS' proposed increase in a
formal written protest filed with the Appeals Office of the IRS in January,
2002. While there can be no assurance that the Company will completely prevail
in its position, it believes that the IRS' position is not supported by the
facts or applicable legal authorities and intends to vigorously contest the IRS'
determination. It thus has not accrued any liability in connection with this
matter. If the IRS were completely successful in its proposed adjustment, the
Company's indemnification obligation would be approximately $29.3 million, plus
applicable interest, and any indemnification payment would be recorded as an
adjustment to additional paid-in capital.
On August 30, 2002, the Company, on behalf of Old Pulitzer, filed with the IRS
amended federal corporate income tax returns for the years ended December 1997
and 1998 and March 1999 in which the Company claimed that Old Pulitzer was
entitled to refunds of tax in the aggregate amount of approximately $8.1
million, plus interest. These refunds claims were based on the Company's belief
that Old Pulitzer was entitled to deduct certain fees and expenses which it had
not previously deducted and which Old Pulitzer had incurred in connection with
its investigation of several strategic alternatives and potential transactions
prior to its decision to proceed with the Broadcast Transaction in March 1999.
Under the Merger Agreement, the Company is entitled to any amounts recovered
from the IRS as a result of these refund claims, although there can be no
assurance that the IRS will approve all or any portion of these refund claims.
Pending IRS review, no receivable has been recognized in connection with these
refund claims and any funds received for income tax refunds would be recorded as
an adjustment of paid-in-capital.
PD LLC Operating Agreement Contingency
On May 1, 2000, the Company and The Herald Company, Inc. ("Herald") completed
the transfer of their respective interests in the assets and operations of the
Post-Dispatch and certain related businesses to a new joint venture (the
"Venture"), known as PD LLC. The Company controls and manages PD LLC. Under the
terms of the operating agreement governing PD LLC (the "Operating Agreement"),
the Company holds a 95 percent interest in the results of operations of PD LLC
and Herald holds a 5 percent interest. Herald's 5 percent interest is reported
as "Minority Interest in Net Earnings of Subsidiary" in the consolidated
statements of income for 2002 and 2001. Also, under the terms of the Operating
Agreement, Herald received on May 1, 2000 a cash distribution of $306 million
from PD LLC. This distribution was financed by a $306 million borrowing by PD
LLC ("Loan"). The Company's entry into the Venture was treated as a purchase for
accounting purposes.
During the first ten years of its term, PD LLC is restricted from making
distributions (except under specified circumstances), capital expenditures and
member loan repayments unless it has set aside out of its cash flow a reserve
equal to the product of $15 million and the number of years since May 1, 2000,
but not
13
in excess of $150 million (the "Reserve"). PD LLC is not required to maintain
the Reserve after May 1, 2010. On May 1, 2010, Herald will have a one-time right
to require PD LLC to redeem Herald's interest in PD LLC, together with Herald's
interest, if any, in another limited liability company in which the Company is
the managing member and which is engaged in the business of delivering
publications and products in the greater St. Louis metropolitan area ("DS LLC").
The redemption price for Herald's interest will be determined pursuant to a
formula yielding an amount which will result in the present value to May 1, 2000
of the after-tax cash flows to Herald (based on certain assumptions) from PD
LLC, including the initial distribution and the special distribution described
below, if any, and from DS LLC, being equal to $275 million. Should Herald
exercise its option, payment of this redemption price is expected to be made out
of available cash resources (including the Reserve) or new debt offerings. In
the event that PD LLC has an increase in the tax basis of its assets as a
result of Herald's recognizing taxable income from certain transactions
effected under the agreement governing the contributions of the Company and
Herald to PD LLC and the Operating Agreement or from the transactions effected
in connection with the organization of DS LLC, Herald generally will be
entitled to receive a special distribution from PD LLC in an amount that
corresponds, approximately, to the present value after-tax benefit to the
members of PD LLC of the tax basis increase. Upon the termination of PD LLC and
DS LLC, which will be on May 1, 2015 (unless Herald exercises the redemption
right described above), Herald will be entitled to the liquidation value of
its interest in PD LLC and DS LLC. The Company may purchase Herald's interest
at that time for an amount equal to what Herald would be entitled to receive
on liquidation of PD LLC and DS LLC. That amount will be equal to the amount
of its capital accounts, after allocating the gain or loss that would result
from a cash sale of PD LLC's and DS LLC's assets for their fair market value
at that time. Herald's share of such gain or loss generally will be 5 percent,
but will be reduced (but not below 1 percent) to the extent that the present
value to May 1, 2000 of the after-tax cash flows to Herald from PD LLC and
from DS LLC, including the initial distribution, the special distribution
described above, if any, and the liquidation amount (based on certain
assumptions), exceeds $325 million.
LEGAL CONTINGENCIES
In February, 1998, a group of independent newspaper dealers engaged in the
business of reselling the St. Louis Post-Dispatch in vending machines and to
retail establishments filed suit against the Company in the Missouri Circuit
Court, Twenty-Second Judicial Circuit (St. Louis City). The court has dismissed
four of the six counts in the suit. In the remaining counts, the plaintiffs
allege that the Company's actions have tortiously interfered with their business
expectancy of being able to sell their branches and constituted malicious
trespass on their intangible property by, among other things, allegedly reducing
the value of their routes. The plaintiffs seek punitive damages with respect to
the tortious interference count and statutory double damages if they should
prevail on the malicious trespass count. The plaintiffs cite as harmful acts the
Company's purchase of various home delivery routes and branches, the Company's
home subscription pricing compared to its single copy pricing, and allegedly
more favorable rates, fees and allowances that the Company provides to its
carriers and other branch dealers. The Company has denied any liability, is
vigorously defending the suit and believes that it has meritorious defenses,
and, therefore, has not accrued a liability in connection with this lawsuit.
While the ultimate outcome of litigation cannot be predicted with certainty,
management, based on its understanding of the facts, does not believe the
ultimate resolution of these matters will have a materially adverse effect on
the Company's consolidated financial position. However, depending upon the
period of resolution, such effects could be material to the consolidated
financial results of an individual period.
The Company has been involved, from time to time, in various claims and lawsuits
incidental to the ordinary course of its business, including such matters as
libel, slander and defamation actions, complaints alleging discrimination, and
product distribution practices. While the ultimate outcome of litigation cannot
be predicted with certainty, management, based on its understanding of the
facts, does not believe the ultimate resolution of these matters will have a
materially adverse effect on the Company's consolidated financial position or
results of operations.
14
6. OPERATING REVENUES
The Company's consolidated operating revenues consist of the following:
<Table>
<Caption>
Third Quarter Ended Nine Months Ended
----------------------- -----------------------
Sept. 29, Sept. 30, Sept. 29, Sept. 30,
2002 2001 2002 2001
---------- ---------- ---------- ----------
(in thousands) (in thousands)
Combined St. Louis operations $ 74,544 $ 72,112 $ 221,142 $ 224,892
Pulitzer Newspapers, Inc. 28,997 28,069 86,439 84,184
---------- ---------- ---------- ----------
Total $ 103,541 $ 100,181 $ 307,581 $ 309,076
========== ========== ========== ==========
</Table>
* * * * * *
15
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
Statements in this Quarterly Report on Form 10-Q concerning the Company's
business outlook or future economic performance, anticipated profitability,
revenues, expenses or other financial items, together with other statements that
are not historical facts, are "forward-looking statements" as that term is
defined under the Federal Securities Laws. Forward-looking statements are
subject to risks, uncertainties and other factors which could cause actual
results to differ materially from those stated in such statements. Such risks,
uncertainties and other factors include, but are not limited to, industry
cyclicality, the seasonal nature of the business, changes in pricing or other
actions by competitors or suppliers (including newsprint), capital or similar
requirements, and general economic conditions, any of which may impact
advertising and circulation revenues and various types of expenses, as well as
other risks detailed in the Company's filings with the Securities and Exchange
Commission including this Quarterly Report on Form 10-Q. Although the Company
believes that the expectations reflected in "forward-looking statements" are
reasonable, it cannot guarantee future results, levels of activity, performance
or achievements. Accordingly, investors are cautioned not to place undue
reliance on any such "forward-looking statements," and the Company disclaims any
obligation to update the information contained herein or to publicly announce
the result of any revisions to such "forward-looking statements" to reflect
future events or developments.
GENERAL
Pulitzer Inc. (together with its subsidiaries, the "Company") is a newspaper
publishing company with related Internet operations in 14 markets, the largest
of which is St. Louis, Missouri. For the third quarter and first nine months of
2002, the Company's combined St. Louis operations contributed approximately 65
and 64 percent of total revenue, respectively, including revenue associated with
the Company's operations in Tucson, Arizona.
Pulitzer Inc. is the successor to the company founded by the first Joseph
Pulitzer in 1878 to publish the original St. Louis Post-Dispatch (the
"Post-Dispatch"). The Company and its predecessors have operated continuously
since 1878 under the direction of the Pulitzer family. Michael E. Pulitzer, a
grandson of the founder, currently serves as Chairman of the Board of the
Company.
The Company is engaged in newspaper publishing and related "new media"
businesses. Its newspaper operations include operations in St. Louis, Missouri,
where the Company publishes the Post-Dispatch, the only major daily newspaper
serving the greater St. Louis metropolitan area, and the Suburban Journals, a
group of 37 weekly newspapers and niche publications that provide comprehensive
community-oriented local news packages to the communities that they serve, and
in Tucson, Arizona, where the Company publishes the Arizona Daily Star (the
"Star"). In Tucson, the Company shares, on an equal basis, the combined results
of the Star and the Tucson Citizen, published by Gannett Co., Inc. ("Gannett").
The Company's St. Louis and Tucson newspapers have weekly "total market
coverage" publications that provide advertisers with market saturation, and both
offer alternative delivery systems that provide advertisers with either targeted
or total market coverage.
The Company owns and operates electronic news, information and communication Web
sites in each of its markets, including STLtoday.com, the preeminent local
Internet site in St. Louis, and, in partnership with Gannett, AZStarnet.com, one
of Tucson's leading local Internet sites.
The Company's operating revenues are significantly influenced by a number of
factors, including overall advertising expenditures, the appeal of newspapers in
comparison to other forms of advertising, the performance of the Company in
comparison to its competitors in specific markets, the strength of the national
economy and general economic conditions and population growth in the markets
served by the Company.
The Company's business tends to be seasonal, with peak revenues and profits
generally occurring in the fourth and, to a lesser extent, second quarters of
each year as a result of increased advertising activity during the Christmas and
spring holiday periods. The first quarter is historically the weakest quarter
for revenues and profits.
16
ACQUISITION AND DISPOSITION OF PROPERTIES
In the first nine months of 2002, the Company acquired businesses, principally
those focused on distribution operations in St. Louis, totaling $8.1 million. In
the third quarter and the first nine months of 2001, the Company recorded a net
gain of $0.7 million and a net loss of $1.6 million, respectively, related to
the operation and sale of its newspapers located in Troy, Ohio and Petaluma,
California, and the operation and sale of its St. Louis Internet Access Provider
(ISP) business (the "Sale Transactions"). These amounts are included in 2001 net
income as a separate line, "Loss from Discontinued Operations, Net of Tax."
On January 31, 2001, the Company, through PNI, acquired, in an asset purchase,
The Lompoc Record, a daily newspaper located in Lompoc, California. In addition,
during the first nine months of 2001, the PNI Group acquired several weekly
newspapers (in separate transactions) that complement its daily newspapers in
several markets. These acquisitions are collectively referred to as the "PNI
Acquisitions." In the first nine months of 2001, the Company also acquired
several distribution businesses in St. Louis.
THIRD QUARTER ENDED SEPTEMBER 29, 2002 COMPARED WITH 2001
SUMMARY
Third quarter 2002 net income was $8.7 million, or $0.40 per diluted share,
compared to $1.5 million, or $0.07 per diluted share, in the prior year. Third
quarter 2001 earnings included results from newspapers in Troy, Ohio and
Petaluma, California, and the St. Louis Internet service provider (ISP)
business, all of which were sold by the Company in fiscal 2001. Excluding
results of the businesses sold in 2001 and the related gain or loss from their
sale, third quarter 2001 earnings from continuing operations were $0.9 million,
or $0.04 per diluted share.
Third quarter 2002 operating income increased to $19.8 million from $6.8 million
in the prior year. The increase in operating income was due, principally, to the
elimination of $5.6 million of amortization of certain intangible assets in
2002, savings of $3.9 million from lower newsprint costs, principally resulting
from a 24.4 percent reduction in the price per metric ton of newsprint compared
to the third quarter of 2001, and increased retail and national advertising
revenue. The expense savings were partially offset by increased labor costs,
principally relating to increased incentive compensation accruals.
REVENUE
Revenues from continuing operations for the quarter ended September 29, 2002
increased 3.4 percent, to $103.5 million from $100.2 million in 2001. Third
quarter advertising revenues increased 4.6 percent, to $80.6 million from $77.0
million in 2001. The increase reflects strong, across the board, strength in
retail and national revenue categories, augmented by new advertising revenue
associated with the grand or re-opening of St. Louis establishments by the
Nordstrom department store, Ameristar Casino, and a major shopping center. These
gains were partially offset by lower classified revenues, particularly in the
help wanted category. For the third quarter of 2002, help wanted advertising
revenue at the St. Louis Post-Dispatch and PNI was down 15.6 and 6.5 percent,
respectively.
OPERATING EXPENSE
Total operating expenses decreased 9.9 percent to $87.6 million for the third
quarter of 2002 from $97.3 million in 2001. Expenses were lower for two
principal reasons: the absence of $5.6 million in amortization expense due to
the elimination of amortization of certain intangible assets in 2002 in accord
with SFAS No. 142 and lower newsprint pricing and volume, which resulted in
newsprint expense savings of $3.9 million or 27.9 percent, largely on the
strength of a 24.4 percent reduction in price.
In addition, other operating expenses, which consist of distribution, employment
termination inducements, legal and professional fees, news and editorial
features and wire services, office and production supplies,
17
promotion and marketing, provisions for uncollectible accounts receivable,
repairs and maintenance, telecommunication and utility, and sundry expenses,
decreased $1.6 million principally due to reductions in circulation distribution
costs due to the elimination of the Post-Dispatch non-subscriber product, lower
promotion spending, and decreases in the provision for uncollectible accounts
receivable.
On a comparable basis, excluding the results of properties acquired in 2001 for
comparable non-ownership periods, amortization of certain intangible assets in
2001 not present in 2002, and employment termination inducement costs for
positions permanently eliminated, operating expenses decreased 3.8 percent in
the third quarter of 2002.
Equity in the earnings of TNI for the third quarter of 2002 remained flat at
$3.9 million. In Tucson, lower newsprint pricing and increased advertising
revenue, principally in the national ROP and preprint categories, offset higher
technology cost incurred due to the implementation of a new classified front end
system and advertising staffing increases related to new revenue initiatives.
OPERATING INCOME
For the third quarter of 2002, the Company reported operating income from
continuing operations increased 189.8 percent to $19.8 million compared to $6.8
million in the prior year quarter. The increase in 2002 third quarter operating
income was due, principally, to the elimination of $5.6 million of amortization
of certain intangible assets in 2002, and $3.9 million from lower newsprint
costs, mainly from a 24.4 percent reduction in the price per metric ton of
newsprint compared to the third quarter of 2001. These expense savings were
partially offset by increased labor costs, principally related to increases in
the current year incentive compensation accrual.
On a comparable basis, excluding the results of properties acquired in 2001 for
comparable non-ownership periods, amortization of certain intangible assets in
2001 not present in 2002, and employment termination inducements for positions
permanently eliminated, operating income increased 59.2 percent.
NON-OPERATING ITEMS
Interest income for the third quarter of 2002 decreased to $1.1 million from
$1.8 million in the prior year quarter. This decline resulted from lower average
interest rates for invested funds.
The Company reported interest expense of $4.5 million in the third quarter of
2002 compared to $6.2 million for the third quarter of 2001. The 2002 to 2001
expense decrease reflects the benefit from fixed-to-variable interest rate swaps
and the capitalization of interest costs associated with the newly constructed
St. Louis production facility.
The Company reported a loss on marketable securities and investments of $1.8
million in the third quarter of 2002 compared with a loss of $0.8 million in the
prior year quarter. The third quarter losses in both years resulted from an
adjustment to the carrying value of several non-operating investments.
The effective income tax rate for the third quarter of 2002 was 39.5 percent
compared with a rate of 39.7 percent in the prior year.
INCOME FROM CONTINUING OPERATIONS
The Company reported income from continuing operations of $8.7 million, or $0.40
per diluted share for the third quarter of 2002, compared with income from
continuing operations of $0.9 million, or $0.04 per diluted share in 2001. The
increase in 2002 income from continuing operations primarily reflected decreased
operating expenses from lower newsprint costs and the absence of $5.6 million
due to the elimination of amortization of certain intangible assets in 2002, and
increased advertising revenue in the retail and national categories. The expense
savings and revenue increases were partially offset by higher labor costs and
continued weakness in help wanted classified.
DISCONTINUED OPERATIONS
The Company reported no discontinued operations impact during the third quarter
of 2002 compared to a gain of $0.7 million, or $0.03 per diluted share, in 2001.
The 2001 $0.7 million gain is related to the sale of the
18
Company's newspaper located in Petaluma, California, partially offset by losses
on the sale of it newspaper in Troy, Ohio and its St. Louis Internet Access
Provider (ISP) business.
NINE MONTHS ENDED SEPTEMBER 29, 2002 COMPARED WITH 2001
SUMMARY
Net income for the first nine months of 2002 was $22.5 million, or $1.05 per
diluted share, compared to $7.7 million, or $0.36 per diluted share, in the
prior year. Earnings for the first nine months of 2001 included results from
newspapers in Troy, Ohio and Petaluma, California, and the St. Louis Internet
service provider (ISP) business, all of which were sold by the Company in fiscal
2001. Excluding results of the businesses sold in 2001 and the related gain or
loss from their sale, earnings from continuing operations for the first nine
months of 2001 were $9.3 million, or $0.43 per diluted share.
Operating income for the first nine months of 2002 increased to $57.7 million
from $31.4 million in the prior year. The increase in operating income was due
principally to the elimination of $16.3 million of amortization of certain
intangible assets in 2002 in accord with FAS No. 142, and a $13.3 million
reduction in newsprint costs, including a 25.6 percent reduction in the price
per metric ton of newsprint compared to the first nine months of 2001. These
expense savings were partially mitigated by lower operating revenues,
particularly in the national and classified help wanted categories, increased
employee benefit costs and higher incentive compensation accruals, and an
increased bad debt provision.
REVENUE
Revenues from continuing operations for the nine-month period ended September
29, 2002 decreased 0.5 percent, to $307.6 million from $309.1 million in 2001.
The decrease primarily reflected continued weakness in classified revenues,
particularly in the help wanted category. These revenue decreases were partially
offset by retail, including preprint, results in St. Louis and at the PNI Group.
On a comparable basis, excluding the results of properties acquired in 2001 for
comparable non-ownership periods, revenues for the first nine months of 2002
decreased 0.7 percent.
Advertising revenues for the first nine months of 2002 decreased 0.5 percent, to
$239.2 million from $240.4 million in 2001. On a comparable basis, excluding the
results of properties acquired in 2001 for comparable non-ownership periods,
advertising revenues for the first nine months declined 0.7 percent, reflecting
weakness in classified, particularly help wanted, advertising.
OPERATING EXPENSE
Operating expenses decreased 9.6 percent to $262.8 million for the first nine
months of 2002 from $290.8 million in 2001. Expenses for the first nine months
of 2002 declined $28.0 million due, principally, to lower newsprint costs and
the absence of SFAS No. 142 related amortization expense on certain intangible
assets. These savings were partially offset by higher employee benefit costs and
increases in the provision for uncollectible accounts receivable, principally
related to the Kmart bankruptcy and distribution operations purchased in St.
Louis.
On a comparable basis, excluding the results of properties acquired in 2001 for
comparable non-ownership periods, amortization of certain intangible assets in
2001 not present in 2002, and employment termination inducement costs for
positions permanently eliminated, operating expenses decreased 4.4 percent from
2001.
Equity in the earnings of TNI for the first nine months of 2002 decreased 1.6
percent to $12.9 million from $13.1 million in 2001. The decrease was caused by
lower operating revenues partially mitigated by lower operating costs,
principally newsprint.
OPERATING INCOME
For the first nine months of 2002, the Company reported operating income from
continuing operations of $57.7 million compared to $31.4 million in the prior
year. The increase in operating income for the first-nine months of 2002
resulted from a decrease in operating expense, principally due to lower
newsprint expense and the absence of $16.3 million of amortization on certain
intangible assets in 2002 in accord with FAS No. 142. These expense savings were
partially offset by a 0.5 percent decrease in operating revenue.
19
On a comparable basis, excluding the results of properties acquired in 2001 for
comparable non-ownership periods, amortization of certain intangible assets in
2001 not present in 2002, and employment termination inducements for positions
permanently eliminated, operating income increased by 20.7 percent from 2001.
NON-OPERATING ITEMS
Interest income for the first nine months of 2002 decreased to $3.1 million from
$6.4 million in the prior year. This decline resulted from lower average
interest rates for funds invested.
The Company reported interest expense of $15.3 million in the first nine months
of 2002 compared to $18.5 million in 2001. Interest expense declined due to the
effects of the two fixed-to-variable interest rate swap contracts that the
Company entered into in December 2001 and May 2002. Interest expense was further
reduced by $0.5 million due to capitalized interest cost related to the
Company's newly constructed St. Louis production facility.
The Company reported a loss on marketable securities and investments of $7.8
million in the first nine months of 2002 compared with a net loss of $2.9
million in the prior year. The 2002 loss resulted from an adjustment to the
carrying value of several non-operating investments. The prior year loss was due
to a $3.7 million write-off of several non-operating investments, and were
partially offset by a $0.6 million net gain on the sale of marketable
securities.
The effective income tax rate for the first nine months of 2002 was 37.9 percent
compared with a rate of 39.6 percent in the prior year. The lower effective tax
rate in 2002 resulted primarily from state income taxes and the absence of
nondeductible goodwill amortization in 2002.
INCOME FROM CONTINUING OPERATIONS
The Company reported income from continuing operations of $22.5 million, or
$1.05 per diluted share for the first nine months of 2002, compared with income
from continuing operations of $9.3 million, or $0.43 per diluted share in 2001.
The increase in 2002 income from continuing operations primarily reflected
decreased operating expenses due to lower newsprint costs and the absence of
$16.3 million in amortization costs resulting from the elimination of
amortization of certain intangible assets in 2002. These expense reductions were
partially offset by a $1.5 million decline in operating revenues, principally
due to lower national revenue and continued weakness in help wanted classified.
DISCONTINUED OPERATIONS
The Company reported no discontinued operations impact during the first nine
months of 2002 compared to a net loss of $1.6 million, or ($0.07) per diluted
share, in 2001. The 2001 $1.6 million loss included results from newspapers in
Troy, Ohio and Petaluma, California, and the St. Louis Internet service provider
(ISP) business, all of which were sold by the Company in fiscal 2001. These
amounts are included in 2001 net income as a separate line, "Loss from
Discontinued Operations, Net of Tax."
LIQUIDITY AND CAPITAL RESOURCES
As of September 29, 2002, the Company had an unrestricted cash and marketable
securities balance of $178.6 million compared with an unrestricted cash balance
of $193.7 million as of December 30, 2001. The decrease resulted from,
principally, the funding of certain employee benefit obligations, capital
project spending, the largest of which was for the expanded production
facilities in St. Louis, payment of an acquisition payable, restricted cash
requirements under the Company's debt covenants, and the purchase of
distribution businesses in St. Louis.
At both September 29, 2002 and December 30, 2001, the Company had $306 million
of outstanding debt pursuant to a loan agreement between St. Louis Post-Dispatch
LLC ("PD LLC") and a group of institutional lenders led by Prudential Capital
Group (the "Loan"). The aggregate principal amount of the Loan is payable on
April 28, 2009 and bears interest at an annual rate of 8.05 percent.
In December 2001, the Company entered into an interest rate swap contract to
convert $50 million of the Company's fixed rate cost to a variable rate. In May
2002, the Company entered into a second interest rate swap contract to convert
an additional $100 million of the Company's fixed rate cost to a variable rate.
As executed,
20
the interest rate swaps have respective $50 million and $100 million notional
amounts with maturities on April 28, 2009 with floating interest rates that
re-price semiannually. The combined impact of the two interest rate swaps
resulted in approximately 49 percent of the Company's long-term interest cost
being subject to variable interest rates during the quarter ended September 29,
2002.
In October 2002, the Company terminated interest rate swap contracts totaling
$75 million in exchange for a cash payment of $5.0 million. The remaining $75
million interest rate swap is designated as a fair-value hedge. The Company
continues to employ the shortcut method on the remaining interest rate swap. The
Company will initially recognize the $5.0 million cash receipt as an increase in
other deferred liabilities with subsequent, ratable amortization as a reduction
of interest expense over the remaining life of the original interest rate swap.
During the third quarter of 2002, approximately 49 percent of the Company's
interest cost was subject to variable rates. Following the October 2002
termination of swap contracts totaling $75 million, approximately 24 percent of
the Company's long-term interest cost is subject to variable interest rates.
The agreements with respect to the Loan (the "Loan Agreements") contain certain
covenants and conditions including the maintenance of cash flow and various
other financial ratios, minimum net worth requirements and limitations on the
incurrence of other debt. In addition, the Loan Agreements and the PD LLC
Operating Agreement require that PD LLC maintain a minimum reserve balance
consisting of cash and investments in U.S. government securities, totaling
approximately $36.0 million as of September 29, 2002. The Loan Agreements and
the Operating Agreement provide for a $3.75 million quarterly increase in the
minimum reserve balance through May 1, 2010 when the amount will total $150
million.
The Company expects to spend approximately $28 million on buildings and
equipment in 2002. As of September 29, 2002, the Company had remaining capital
commitments for buildings and equipment replacements of approximately $6.1
million, which includes an estimated $3.8 million remaining for a Post-Dispatch
plant expansion project. The total cost of the Post-Dispatch production facility
expansion project is $17.7 million, including capitalized interest. In addition,
as of September 29, 2002, the Company had a capital contribution commitment of
approximately $10.1 million related to a limited partnership investment.
In order to build a stronger, more direct relationship with the readers of the
Post-Dispatch, PD LLC has purchased a number of circulation routes from
independent carriers and dealers over the past two years, and it may continue to
purchase additional routes from time to time in the future. As of September 29,
2002, PD LLC owned circulation routes covering approximately 65 percent of the
Post-Dispatch's home delivery distribution in the newspaper's designated market.
The Company's Board of Directors previously authorized the repurchase of up to
$100 million of the Company's outstanding capital stock. The Company's
repurchase program provides for the purchase of both common and Class B common
shares in either the open market or in privately negotiated transactions. As of
September 29, 2002, the Company had repurchased under this authority 1,000,000
shares of Class B common stock and 532,126 shares of common stock for a combined
purchase price of $62.2 million, leaving $37.8 million in remaining share
repurchase authority.
The Company generally expects to generate sufficient cash from operations to
cover capital expenditures, working capital requirements, stock repurchases, and
dividend payments. Operating cash flows are dependent upon, among other things,
the continued acceptance of newspaper advertising at current or increased levels
and the availability of raw materials, principally newsprint.
CASH FLOWS
Continuing Operations
Cash from operations is the Company's primary source of liquidity. Cash provided
from operating activities for the first nine months of 2002 was $58.2 million
compared to $38.1 million in 2001. The increase was due to higher income from
continuing operations and accelerated tax deductions that lowered taxable income
(and deferred the payment of certain tax liabilities). The accelerated tax
deductions related primarily to acquisition amortization, contributions to
health and welfare trusts, and the payment of employee deferred compensation
balances in the current year. These sources of cash were partially offset by
current pension plan and health and welfare trust contributions and increased
newsprint inventory balances.
21
Cash required for investing activities during the first nine months of 2002 was
$169.8 million compared to $63.5 million generated in 2001. The increase was due
to the Company's expenditure of $102.9 million, net, for the purchase of
marketable securities in 2002. In 2001, the Company generated $126.1 million,
net, from the sale of marketable securities. In addition, the Company made
discretionary contributions of $18.1 million to fund long-term retirement
obligations. Capital expenditures increased by $10.3 million in 2002 to $19.3
million due, principally, to increased expenditures related to the Company's
expansion of its St. Louis production facility. In addition, the Company paid
$9.7 million of acquisition payable costs related to the 1996 purchase of
Scripps League Newspapers, which is now part of PNI. These reductions in cash
flows from investing activities were partially offset by a $33.3 million
decrease in cash used for acquisitions and reduced investments in limited
partnerships in 2002 versus 2001.
Cash required for financing activities during the first nine months of 2002 was
$7.6 million compared to $8.4 million used in 2001. The reduction in cash used
was principally due to increased proceeds from the exercise of employee stock
options and increased contributions to the Company's employee stock purchase
plans, partially offset by increased dividend payments.
Discontinued Operations
Cash from operating activities of discontinued operations was $1.6 million for
the first nine months of 2001, reflecting the net results of the operations of
the Company's newspapers in Troy, Ohio and Petaluma, California, and the
Company's ISP operations.
Cash from investing activities of discontinued operations was $19.5 million for
the first nine months of 2001, reflecting proceeds from the sale of the of the
Company's newspapers in Troy, Ohio and Petaluma, California, and the Company's
ISP operations, less the cash used for capital expenditures for these
properties.
OTHER
Merger Agreement Indemnification
Pursuant to the Merger Agreement, the Company is obligated to indemnify
Hearst-Argyle against losses related to: (i) on an after tax basis, certain tax
liabilities, including (A) any transfer tax liability attributable to the
Spin-off, (B) with certain exceptions, any tax liability of Old Pulitzer or any
subsidiary of Old Pulitzer attributable to any tax period (or portion thereof)
ending on or before the closing date of the Merger, including tax liabilities
resulting from the Spin-off, and (C) any tax liability of the Company or any
subsidiary of the Company; (ii) liabilities and obligations under any employee
benefit plans not assumed by Hearst-Argyle, and (iii) certain other matters as
set forth in the Merger Agreement.
In October 2001, the IRS formally proposed that Old Pulitzer's taxable income
for the tax year ended March 18, 1999 be increased by approximately $80.4
million based on the assertion that Old Pulitzer was required to recognize a
taxable gain in that amount as a result of the Spin-off.
Because the Company disagrees with the IRS' position and, in fact, believes that
Old Pulitzer did not realize any taxable gain in connection with the Spin-off,
the Company has contested the IRS' proposed increase in a formal written protest
filed with the Appeals Office of the IRS in January 2002. While there can be no
assurance that the Company will completely prevail in its position, it believes
that the IRS' position is not supported by the facts or applicable legal
authorities and intends to vigorously contest the IRS' determination. It thus
has not accrued any liability in connection with this matter. If the IRS were
completely successful in its proposed adjustment, the Company's indemnification
obligation would be approximately $29.3 million, plus applicable interest, and
any indemnification payment would be recorded as an adjustment to additional
paid-in capital.
Potential Income Tax Refund
On August 30, 2002, the Company, on behalf of Old Pulitzer, filed with the IRS
amended federal corporate income tax returns for the years ended December 1997
and 1998 and March 1999 in which the Company claimed that Old Pulitzer was
entitled to refunds of tax in the aggregate amount of approximately $8.2
million, plus interest. These refunds claims were based on the Company's belief
that Old Pulitzer was entitled to deduct certain fees and expenses which it had
not previously deducted and which Old Pulitzer
22
had incurred in connection with its investigation of several strategic
alternatives and potential transactions prior to its decision to proceed with
the Broadcast Transaction in March 1999. Under the Merger Agreement, the Company
is entitled to any amounts recovered from the IRS as a result of these refund
claims, although there can be no assurance that the IRS will approve all or any
portion of these refund claims. Pending IRS review, no receivable has been
recognized in connection with these refund claims and any funds received for
income tax refunds would be recorded as an adjustment to paid-in-capital.
Provision for Income Taxes
The Company has incurred capital losses that exceed capital gains available
during prescribed carry-back periods by approximately $13.0 million. The Company
expects to generate capital gains of at least this amount during prescribed
carry-forward periods. Accordingly, the Company has recognized the tax benefit
of approximately $5.1 million associated with these capital losses.
PD LLC Operating Agreement
On May 1, 2000, the Company and The Herald Company, Inc. ("Herald") completed
the transfer of their respective interests in the assets and operations of the
Post-Dispatch and certain related businesses to a new joint venture (the
"Venture"), known as PD LLC. The Company controls and manages PD LLC. Under the
terms of the operating agreement governing PD LLC (the "Operating Agreement"),
the Company holds a 95 percent interest in the results of operations of PD LLC
and Herald holds a 5 percent interest. Herald's 5 percent interest is reported
as "Minority Interest in Net Earnings of Subsidiary" in the consolidated
statements of income for 2002 and 2001. Also, under the terms of the Operating
Agreement, Herald received on May 1, 2000 a cash distribution of $306 million
from PD LLC. This distribution was financed by a $306 million borrowing by PD
LLC ("Loan"). The Company's entry into the Venture was treated as a purchase for
accounting purposes.
During the first ten years of its term, PD LLC is restricted from making
distributions (except under specified circumstances), capital expenditures and
member loan repayments unless it has set aside out of its cash flow a reserve
equal to the product of $15 million and the number of years since May 1, 2000,
but not in excess of $150 million (the "Reserve"). PD LLC is not required to
maintain the Reserve after May 1, 2010. On May 1, 2010, Herald will have a
one-time right to require PD LLC to redeem Herald's interest in PD LLC, together
with Herald's interest, if any, in another limited liability company in which
the Company is the managing member and which is engaged in the business of
delivering publications and products in the greater St. Louis metropolitan area
("DS LLC"). The redemption price for Herald's interest will be determined
pursuant to a formula yielding an amount which will result in the present value
to May 1, 2000 of the after-tax cash flows to Herald (based on certain
assumptions) from PD LLC, including the initial distribution and the special
distribution described below, if any, and from DS LLC, being equal to $275
million. Should Herald exercise its option, payment of this redemption price is
expected to be made out of available cash resources (including the Reserve) or
new debt offerings. In the event that PD LLC has an increase in the tax basis of
its assets as a result of Herald's recognizing taxable income from certain
transactions effected under the agreement governing the contributions of the
Company and Herald to PD LLC and the Operating Agreement or from the
transactions effected in connection with the organization of DS LLC, Herald
generally will be entitled to receive a special distribution from PD LLC in an
amount that corresponds, approximately, to the present value after-tax benefit
to the members of PD LLC of the tax basis increase. Upon the termination of PD
LLC and DS LLC, which will be on May 1, 2015 (unless Herald exercises the
redemption right described above), Herald will be entitled to the liquidation
value of its interest in PD LLC and DS LLC. The Company may purchase Herald's
interest at that time for an amount equal to what Herald would be entitled to
receive on liquidation of PD LLC and DS LLC. That amount will be equal to the
amount of its capital accounts, after allocating the gain or loss that would
result from a cash sale of PD LLC's and DS LLC's assets for their fair market
value at that time. Herald's share of such gain or loss generally will be 5
percent, but will be reduced (but not below 1 percent) to the extent that the
present value to May 1, 2000 of the after-tax cash flows to Herald from PD LLC
and from DS LLC, including the initial distribution, the special distribution
described above, if any, and the liquidation amount (based on certain
assumptions), exceeds $325 million.
23
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The primary raw material used in the Company's operations is newsprint,
representing 12.0 percent to 17.8 percent of operating expenses over the last
five years. Based on the Company's current level of newspaper operations
(including its interest in TNI), expected annual newsprint consumption for 2002
is estimated to be in the range of 110,000 metric tons. Historically, newsprint
has been subject to significant price fluctuations from time to time, unrelated
in many cases to general economic conditions. In the last five years, the
Company's average annual cost per tonne of newsprint has varied from its peak
price by approximately 20 percent. For the third quarter and first nine months
of 2002, the Company's average cost per metric tonne of newsprint decreased by
24.4 and 25.6 percent, respectively, versus the comparable respective periods in
2001. For every one-dollar change in the Company's average annual cost per
metric tonne of newsprint, pre-tax income would change by approximately $0.1
million, assuming annual newsprint consumption of 110,000 metric tonnes. Certain
suppliers have announced newsprint cost increases that would change consumption
prices during the fourth quarter of 2002. The timing and extent of the price
increases will be determined by market conditions. The Company attempts to
obtain the best price available by combining newsprint purchases for its
different newspaper locations with those of other newspaper companies. The
Company considers its relationship with newsprint producers to be good. The
Company has not entered into derivative contracts for newsprint.
At September 29, 2002, the Company had $306 million of outstanding debt pursuant
to the Loan. The Loan bears interest at a fixed annual rate of 8.05 percent.
In December 2001, the Company entered into an interest rate swap contract to
convert $50 million of the Company's fixed rate interest cost to a variable
rate. In May 2002, the Company entered into a second interest rate swap contract
to convert an additional $100 million of the Company's fixed rate interest cost
to a variable rate. The interest rate swaps have respective $50 million and $100
million notional amounts. Both swap contracts mature on April 28, 2009. The
floating interest rates re-price semiannually. The combined impact of the two
interest rate swaps resulted in approximately 49 percent of the Company's
long-term interest costs being subject to variable interest rates during the
quarter ended September 29, 2002.
In October 2002, the Company terminated interest rate swap contracts totaling
$75 million in exchange for a cash payment of $5.0 million. The remaining $75
million interest rate swap is designated as a fair-value hedge. The Company
continues to employ the shortcut method on the remaining interest rate swap. The
Company will initially recognize the $5.0 million cash receipt as an increase in
other deferred liabilities with subsequent, ratable amortization as a reduction
of interest expense over the remaining life of the original interest rate swap.
The termination of swap contracts totaling $75 million resulted in approximately
24 percent of the Company's long-term interest cost being subject to variable
interest rates.
Changes in market interest rates may cause the Company to incur higher net
interest expense. For example, for every one percent increase in variable
interest rates, the Company would incur approximately $0.8 million in additional
annual interest expense, after recognizing the October 2002 interest rate swap
cancellation.
24
ITEM 4. CONTROLS AND PROCEDURES
Within the 90 days prior to the date of this report, the Company's management,
including the President and Chief Executive Officer and Senior Vice President of
Finance, carried out an evaluation of the effectiveness of the design and
operation of the Company's disclosure controls and procedures pursuant to
Exchange Act Rule 13a-14. Based upon that evaluation, the Company's President
and Chief Executive Officer and Senior Vice President of Finance concluded that
the Company's disclosure controls and procedures are effective in alerting them
to material information, on a timely basis, required to be included in the
Company's periodic SEC filings. There have been no significant changes in the
Company's internal controls or in other factors which could significantly affect
internal controls subsequent to the date the Company's management carried out
its evaluation.
25
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
Please see Note 5 "Commitments and Contingencies" to the consolidated
financial statements included in Part I, Item 1. of this Form 10-Q.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) The following exhibits are filed as part of this report:
99.1 Certification by Robert C. Woodworth, President and Chief
Executive Officer of Pulitzer Inc., pursuant to 18 U.S.C.
Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002, in connection with Pulitzer Inc.'s
Quarterly Report on Form 10Q for the quarter ended September
29, 2002.
99.2 Certification by Alan G. Silverglat, Chief Financial Officer
of Pulitzer Inc., pursuant to 18 U.S.C. Section 1350, as
adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
2002, in connection with Pulitzer Inc.'s Quarterly Report on
Form 10Q for the quarter ended September 29, 2002.
(b) Reports on Form 8-K. The Company did not file any Reports on
Form 8-K during the quarter for which this report is filed.
All other items of this report are not applicable for the current quarter.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
PULITZER INC.
(Registrant)
Date: November 12, 2002 /s/ Alan G. Silverglat
----------------------
(Alan G. Silverglat)
Senior Vice-President-Finance
(on behalf of the Registrant and
as principal financial officer)
26
CERTIFICATIONS
I, Robert C. Woodworth, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Pulitzer Inc.;
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this quarterly
report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
a) designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated
subsidiaries,is made known to us by others within those entities, particularly
during the period in which this quarterly report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusions about the effectiveness of
the disclosure controls and procedures based on our evaluation as of the
Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation, to the registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the equivalent function):
a) all significant deficiencies in the design or operation of internal controls
which could adversely affect the registrant's ability to record, process,
summarize and report financial data and have identified for the registrant's
auditors any material weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal controls; and
27
6. The registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.
Date: November 12, 2002
-----------------------------
/s/ Robert C. Woodworth
- ----------------------------------
Robert C. Woodworth
President and Chief Executive Officer
28
I, Alan G. Silverglat, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Pulitzer Inc.;
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this quarterly
report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
a) designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated subsidiaries,
is made known to us by others within those entities, particularly during the
period in which this quarterly report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusions about the effectiveness of
the disclosure controls and procedures based on our evaluation as of the
Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation, to the registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the equivalent function):
a) all significant deficiencies in the design or operation of internal controls
which could adversely affect the registrant's ability to record, process,
summarize and report financial data and have identified for the registrant's
auditors any material weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal controls; and
29
6. The registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.
Date: November 12, 2002
-----------------------------
/s/ Alan G. Silverglat
- ----------------------------------
Alan G. Silverglat
Senior Vice President Finance
30
EXHIBIT INDEX
<Table>
99.1 Certification by Robert C. Woodworth, President and Chief
Executive Officer of Pulitzer Inc., pursuant to 18 U.S.C.
Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002, in connection with Pulitzer Inc.'s
Quarterly Report on Form 10Q for the quarter ended September
29, 2002.
99.2 Certification by Alan G. Silverglat, Chief Financial Officer
of Pulitzer Inc., pursuant to 18 U.S.C. Section 1350, as
adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
2002, in connection with Pulitzer Inc.'s Quarterly Report on
Form 10Q for the quarter ended September 29, 2002.
</Table>
31