KNIGHT RIDDER INC
10-Q, 1998-08-11
NEWSPAPERS: PUBLISHING OR PUBLISHING & PRINTING
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                                  UNITED STATES

                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                    FORM 10-Q
                QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

FOR QUARTER ENDED:             June 28, 1997
                               -------------


COMMISSION FILE NUMBER:  1-7553


                               KNIGHT-RIDDER, INC.
   ---------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)


               FLORIDA                               38-0723657
   --------------------------------------------------------------------------
      (State of Incorporation)          (I.R.S. Employer Identification No.)


                     ONE HERALD PLAZA, MIAMI, FLORIDA 33132
    -------------------------------------------------------------------------
                    (Address of principal executive offices)

                                 (305) 376-3800
   ---------------------------------------------------------------------------
              (Registrant's telephone number, including area code)

                                 NOT APPLICABLE
  ----------------------------------------------------------------------------
              (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,  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 practical date. Common Stock, $.02 1/12 Par Value
78,827,487 shares as of August 3, 1998.

                                       1
<PAGE>

                         Table of Contents for Form 10-Q

                                                                         Page
                                                                         ----


PART I.     FINANCIAL INFORMATION

Item 1.     Financial Statements (Unaudited)
               Consolidated Statement of Income                            3
               Consolidated Balance Sheet                                4-5
               Consolidated Statement of Cash Flows                        6
               Notes to Consolidated Financial Statements                7-9

Item 2.     Management's Discussion and Analysis of Financial
            Condition and Results of Operations                        10-12


PART II.    OTHER INFORMATION

Item 6.     Exhibits and Reports on Form 8-K                              13


SIGNATURE                                                                 14

EXHIBIT                                                                   15

                                       2

<PAGE>
ITEM 1. FINANCIAL STATEMENTS
CONSOLIDATED STATEMENT OF INCOME
(UNAUDITED, IN THOUSANDS OF DOLLARS, EXCEPT SHARE DATA)
<TABLE>
<CAPTION>
                                                   Quarter Ended              Two Quarters Ended            Four Quarters Ended
                                             --------------------------    --------------------------    ------------------------
                                               June 28,      June 29,        June 28,       June 29,       June 28,     June 29,
                                                 1998          1997           1998            1997           1998         1997
                                             -----------    -----------    -----------    -----------    -----------  -----------
<S>                                          <C>            <C>            <C>            <C>            <C>          <C>        
OPERATING REVENUE
  Advertising
    Retail                                   $   267,382    $   239,982    $   507,927    $   433,349    $ 1,083,314  $   872,415
    General                                       65,353         61,410        129,037        112,908        262,225      214,368
    Classified                                   263,122        245,211        523,877        453,727      1,017,569      833,333
                                             -----------    -----------    -----------    -----------    -----------  -----------
           Total                                 595,857        546,603      1,160,841        999,984      2,363,108    1,920,116
  Circulation                                    147,647        139,616        296,244        266,471        597,530      515,606
  Other                                           35,788         25,437         66,090         46,031        126,836       84,650
                                             -----------    -----------    -----------    -----------    -----------  -----------
           Total Operating Revenue               779,292        711,656      1,523,175      1,312,486      3,087,474    2,520,372

OPERATING COSTS
  Labor and employee  benefits                   302,582        279,260        594,499        528,588      1,198,138    1,010,203
  Newsprint, ink and supplements                 133,973        110,109        264,607        203,573        527,363      421,617
  Other operating costs                          168,910        146,058        331,278        275,766        670,982      516,972
  Depreciation and amortization                   46,702         39,252         92,479         69,413        179,797      131,587
                                             -----------    -----------    -----------    -----------    -----------  -----------
           Total Operating Costs                 652,167        574,679      1,282,863      1,077,340      2,576,280    2,080,379
                                             -----------    -----------    -----------    -----------    -----------  -----------

OPERATING INCOME                                 127,125        136,977        240,312        235,146        511,194      439,993
                                             -----------    -----------    -----------    -----------    -----------  -----------

OTHER INCOME (EXPENSE)
  Interest expense                               (26,875)       (23,751)       (54,836)       (38,657)      (118,841)     (73,129)
  Interest expense capitalized                     1,251          1,356          2,401          3,149          4,628        6,967
  Interest income                                  1,265            248          2,883            685          5,602        2,924
  Equity in earnings of unconsolidated
    companies and joint ventures                   8,496          2,905         12,835          3,773         19,862       17,071
  Minority interests in earnings of
    consolidated subsidiaries                     (2,549)        (2,738)        (5,030)        (5,397)       (11,136)     (10,605)
  Other, net                                       4,407         (2,565)        86,160        216,555        152,014      232,429
                                             -----------    -----------    -----------    -----------    -----------  -----------
           Total                                 (14,005)       (24,545)        44,413        180,108         52,129      175,657
                                             -----------    -----------    -----------    -----------    -----------  -----------

Income before income taxes                       113,120        112,432        284,725        415,254        563,323      615,650
Income taxes                                      46,195         51,482        116,363        178,846        234,865      258,337
                                             -----------    -----------    -----------    -----------    -----------  -----------
Income from continuing operations                 66,925         60,950        168,362        236,408        328,458      357,313
Gains on sales of discontinued
  BIS operations, net of applicable
  income taxes of $43,752 for the
  quarter and two quarters ended 1998
  and applicable income taxes of $52,117 and
  $69,631 for the four quarters
  ended 1998 and 1997.                            60,042                        60,042                        75,303       86,255
Income/(loss) from discontinued
  BIS operations, net of applicable
  income taxes/(benefits) of $295 for
  the quarter ended 1997; $133 and $(231) for
  the two quarters ended 1998 and 1997
  and $1,483 and $3,102 for the four
  quarters ended 1998 and 1997.                                     350            184           (376)         1,810       (5,533)
                                             -----------    -----------    -----------    -----------    -----------  -----------

           Net income                        $   126,967    $    61,300    $   228,588    $   236,032    $   405,571  $   438,035
                                             ===========    ===========    ===========    ===========    ===========  ===========

EARNINGS PER SHARE

BASIC:
Income from continuing operations            $      0.85    $      0.67    $      2.12    $      2.58    $      3.99  $      3.84
Gains on sale of discontinued
  BIS operations, net                               0.76                          0.76                          0.92         0.93
Income/(loss) from discontinued
  BIS operations, net                                              0.01                         (0.01)          0.02        (0.06)
                                             -----------    -----------    -----------    -----------    -----------  -----------

           Net income                        $      1.61    $      0.68    $      2.88    $      2.57    $      4.93  $      4.71
                                             ===========    ===========    ===========    ===========    ===========  ===========

DILUTED:
Income from continuing operations            $      0.68    $      0.60    $      1.70    $      2.42    $      3.22  $      3.69
Gains on sale of discontinued
  BIS operations, net                               0.61                          0.61                          0.74         0.89
Income/(loss) from discontinued
  BIS operations, net                                              0.01                         (0.01)          0.02        (0.05)
                                             -----------    -----------    -----------    -----------    -----------  -----------

           Net income                        $      1.29    $      0.61    $      2.31    $      2.41    $      3.98  $      4.53
                                             ===========    ===========    ===========    ===========    ===========  ===========

DIVIDENDS  DECLARED PER COMMON SHARE         $      0.20    $      0.20    $      0.40    $      0.40    $      0.80  $      0.60(1)
                                             ===========    ===========    ===========    ===========    ===========  ===========

AVERAGE SHARES OUTSTANDING (000s)
  Basic                                           78,600         90,316         79,275         91,720         82,253       93,076
                                             ===========    ===========    ===========    ===========    ===========  ===========

  Diluted                                         98,159        100,777         98,859         97,730        101,879       96,795
                                             ===========    ===========    ===========    ===========    ===========  ===========

(1)    The Board of Directors declared a $.20 per share dividend on Jan. 28, 1997.  The quarterly dividend usually paid
       in January was paid on Feb. 24, 1997, to shareholders of record as of the close of business on Feb. 12, 1997.

See "Notes to Consolidated Financial Statements".
</TABLE>

                                                                  3
<PAGE>

CONSOLIDATED BALANCE SHEET
(UNAUDITED, IN THOUSANDS OF DOLLARS, EXCEPT SHARE DATA)
<TABLE>
<CAPTION>
                                                                  June 28,     December 28,     June 29,
                                                                    1998           1997           1997
                                                                -----------    -----------    -----------
<S>                                                                  <C>            <C>            <C>   
ASSETS

Current Assets
  Cash, including short-term cash investments of $75,237 in
    1998, $140,210 in December 1997, and $50 in June 1997       $    96,554    $   160,291    $    28,558
  Accounts receivable, net of allowances of $16,124 in 1998,
    $14,963 in December 1997, and $16,868 in June 1997              340,210        374,746        410,451
  Inventories                                                        62,725         50,332         62,080
  Prepaid expense                                                     7,829         15,844         25,497
  Other current assets                                               36,959         39,902         45,446
                                                                -----------    -----------    -----------
                    Total Current Assets                            544,277        641,115        572,032
                                                                -----------    -----------    -----------

Investments and Other Assets
  Equity in unconsolidated companies and joint ventures             195,058        197,585        189,630
  Net assets of discontinued BIS operations                                         24,673        347,403
  Other                                                             226,071        172,859        288,557
                                                                -----------    -----------    -----------
                    Total Investments and Other Assets              421,129        395,117        825,590
                                                                -----------    -----------    -----------

Property, Plant and Equipment
  Land and improvements                                              93,762         89,375         88,635
  Buildings and improvements                                        439,657        444,952        453,170
  Equipment                                                       1,153,546      1,127,875      1,200,616
  Construction and equipment installations in progress              136,534        111,883        151,891
                                                                -----------    -----------    -----------
                                                                  1,823,499      1,774,085      1,894,312
  Less accumulated depreciation                                    (756,242)      (727,571)      (869,825)
                                                                -----------    -----------    -----------
                    Net Property, Plant and Equipment             1,067,257      1,046,514      1,024,487


Excess of Cost Over Net Assets Acquired and Other Intangibles
  Less accumulated amortization of $230,487 in 1998,
    $197,966 in December 1997 and $166,976 in June 1997           2,238,822      2,272,396      2,288,861
                                                                -----------    -----------    -----------
                    Total                                       $ 4,271,485    $ 4,355,142    $ 4,710,970
                                                                ===========    ===========    ===========
</TABLE>

                                                    4

<PAGE>
CONSOLIDATED BALANCE SHEET
(UNAUDITED, IN THOUSANDS OF DOLLARS, EXCEPT SHARE DATA)
<TABLE>
<CAPTION>
                                                                              June 28,     December 28,    June 29,
                                                                               1998            1997          1997
                                                                            -----------    -----------   -----------
<S>                                                                         <C>            <C>           <C>        
LIABILITIES AND SHAREHOLDERS' EQUITY

Current Liabilities
  Accounts payable                                                          $   194,021    $   172,021   $   156,212
  Accrued expenses and other liabilities                                        111,328        131,491       106,302
  Accrued compensation and amounts withheld from employees                       97,069        119,036       105,056
  Federal and state income taxes                                                 75,486         33,920        66,011
  Deferred revenue                                                               67,021         72,491        86,867
  Short-term borrowings and current portion of long-term debt                   289,429         69,697
                                                                            -----------    -----------   -----------
           Total Current Liabilities                                            834,354        598,656       520,448
                                                                            -----------    -----------   -----------

Noncurrent Liabilities
  Long-term debt                                                              1,247,559      1,599,133     1,829,280
  Deferred federal and state income taxes                                       291,883        282,695       319,205
  Postretirement benefits other than pensions                                   152,522        150,485       155,210
  Employment benefits and other noncurrent liabilities                          161,756        171,225       121,391
                                                                            -----------    -----------   -----------
           Total Noncurrent Liabilities                                       1,853,720      2,203,538     2,425,086
                                                                            -----------    -----------   -----------

Minority Interests in Consolidated Subsidiaries                                   2,377          1,275         1,758

Commitments and Contingencies

Shareholders' Equity
  Preferred stock, $1.00 par value; shares authorized - 2,000,000; shares
     issued - 1,754,930 in 1998, December 1997, and June 1997                     1,755          1,755         1,755
  Common stock, $.02 1/12 par value; shares authorized -
     250,000,000; shares issued - 78,843,842 in 1998,
     81,597,631 in December 1997 and 88,007,596 in June 1997                      1,643          1,700         1,833
  Additional capital                                                            911,251        911,572       942,800
  Retained earnings                                                             658,922        636,646       813,780
  Treasury stock, at cost, 48,973 shares in 1998 and 0 in 1997                   (2,748)
  Accumulated other comprehensive income                                         10,211                        3,510
                                                                            -----------    -----------   -----------
           Total Shareholders' Equity                                         1,581,034      1,551,673     1,763,678
                                                                            -----------    -----------   -----------
           Total                                                            $ 4,271,485    $ 4,355,142   $ 4,710,970
                                                                            ===========    ===========   ===========

See "Notes to Consolidated Financial Statements".

                                                          5
</TABLE>
<PAGE>

CONSOLIDATED STATEMENT OF CASH FLOWS
(UNAUDITED, IN THOUSANDS OF DOLLARS)
<TABLE>
<CAPTION>

                                                                 Quarter Ended         Two Quarters Ended      Four Quarters Ended
                                                             ----------------------  -----------------------  ---------------------
                                                              June 28,    June 29,     June 28,     June 29,    June 28,   June 29,
                                                                1998        1997         1998         1997        1998       1997
                                                             ---------  -----------  -----------  ----------  ----------- ---------
<S>                                                          <C>        <C>          <C>          <C>         <C>         <C>      
CASH PROVIDED BY (REQUIRED FOR) OPERATING ACTIVITIES
  Net income                                                 $ 126,967  $    61,300  $   228,588  $  236,032  $   405,571 $ 438,035
  Noncash items deducted from (included  in) income:
    Gains on sales/exchanges of investee/subsidiaries                                    (75,251)   (221,801)    (136,576) (221,801)
    Net gain on sale of discontinued BIS operations            (60,042)                  (60,042)                 (75,303)  (86,255)
    Depreciation                                                27,114       23,437       53,041      44,951      102,228    89,537
    Amortization of excess of cost over
      net assets acquired and other intangibles                 16,157       11,891       32,521      16,485       63,512    25,892
    Amortization of other assets                                 3,431        3,924        6,917       7,977       14,057    16,158
    Provision (benefit) for deferred  taxes                     (1,538)        (265)      (2,779)        414      (17,943)   43,960
    Earnings from investees in excess of distributions          (9,047)      (1,770)     (12,544)     (4,149)     (23,053)  (12,000)
    Minority interests in earnings of
      consolidated subsidiaries                                  2,549        2,738        5,030       5,397       11,136    10,605
    Other items, net                                             3,849        5,212        7,247      11,425       34,479    (7,227)
  Change in certain assets and liabilities:
    Accounts receivable                                         (5,689)     (20,921)      25,590      (3,425)      (4,838)  (41,601)
    Inventories                                                  2,731       (4,335)     (12,974)     (9,707)      (3,593)   23,869
    Other current assets                                         4,362        9,101       10,001      10,825         (444) (128,407)
    Accounts payable                                            10,588       (4,560)      13,335     (92,563)      21,929   (12,837)
    Federal and state income taxes                             (57,002)     (47,638)       5,567      66,011      (50,821)   67,178
    Other liabilities                                           (6,271)       5,205      (35,486)     (1,258)      13,495    (4,931)
                                                             ---------  -----------  -----------  ----------  ----------- ---------

          Net Cash Provided by Operating Activities             58,159       43,319      188,761      66,614      353,836   200,175
                                                             ---------  -----------  -----------  ----------  ----------- ---------

CASH PROVIDED BY (REQUIRED FOR) INVESTING ACTIVITIES

  Proceeds from sales of investee/subsidiaries, net                                       58,125     130,654      108,616   130,654
  Proceeds from sale of discontinued BIS operations, net       125,000                   125,000                  541,983   271,859
  Change in net noncurrent assets of
    discontinued BIS operations                                                 422          520       5,869       (3,353)    8,273
  Proceeds from sales of securities available for sale           2,511      113,432        2,511     130,979      113,426   130,979
  Additions to property, plant and equipment                   (46,839)     (32,882)     (77,533)    (60,661)    (123,486) (103,876)
  Other items, net                                                 789        1,446       (3,213)     (2,867)      (8,511)   13,540
                                                             ---------  -----------  -----------  ----------  ----------- ---------

          Net Cash Provided by Investing Activities             81,461       82,418      105,410     203,974      628,675   451,429
                                                             ---------  -----------  -----------  ----------  ----------- ---------

CASH PROVIDED BY (REQUIRED FOR) FINANCING ACTIVITIES
  Proceeds from sale of commercial paper, notes payable
    and senior notes payable                                   885,060      257,968      885,060     326,716    1,391,944   594,103
  Reduction of total debt                                     (989,947)    (125,427)  (1,017,325)   (308,989)  (1,684,947) (809,097)
                                                             ---------  -----------  -----------  ----------  ----------- ---------
          Net Change in Total Debt                            (104,887)     132,541     (132,265)     17,727     (293,003) (214,994)
  Payment of cash dividends                                    (19,204)     (18,363)     (38,718)    (36,976)     (80,077)  (75,105)
  Sale of common stock to employees                             12,467       15,390       29,641      35,003       65,169    59,935
  Purchase of treasury stock                                    (7,904)    (237,993)    (207,529)   (263,726)    (587,178) (411,118)
  Other items, net                                              (3,792)     (13,306)      (9,037)    (16,938)     (19,426)  (12,994)
                                                             ---------  -----------  -----------  ----------  ----------- ---------

                Net Cash Required for Financing Activities    (123,320)    (121,731)    (357,908)   (264,910)    (914,515) (654,276)
                                                             ---------  -----------  -----------  ----------  ----------- ---------
                     Net Increase (Decrease) in Cash            16,300        4,006      (63,737)      5,678       67,996    (2,672)
 Cash and short-term cash
  investments at beginning of the period                        80,254       24,552      160,291      22,880       28,558    31,230
                                                             ---------  -----------  -----------  ----------  ----------- ---------

 Cash and short-term cash
  investments at end of the period                           $  96,554  $    28,558  $    96,554  $   28,558  $    96,554 $  28,558
                                                             =========  ===========  ===========  ==========  =========== =========

SUPPLEMENTAL CASH FLOW INFORMATION:
Non cash investing activities
  Securities received as proceeds on the sale of investee                            $    37,678  $  229,163  $    37,678 $ 229,163
Non cash financing activities
  Issuance of preferred stock for the acquisition
      of the Disney newspapers
         Preferred Stock                                                $     1,755                    1,755                  1,755
         Additional Capital                                                 658,245                  658,245                658,245

  Long-term debt assumed on the acquisition of the Disney
         newspapers                                                         990,000                  990,000                990,000
</TABLE>

See "Notes to Consolidated Financial Statements".

                                                                  6
<PAGE>

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)


NOTE 1 - BASIS OF PRESENTATION

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
footnotes  required by generally  accepted  accounting  principles  for complete
financial statements. In the opinion of management,  all adjustments (consisting
of normal recurring accruals)  considered necessary for a fair presentation have
been included. Operating results for the quarter, two quarters and four quarters
ended June 28, 1998 are not  necessarily  indicative  of the results that may be
expected for the year ending December 27, 1998. For further  information,  refer
to the consolidated  financial  statements and footnotes thereto included in the
Registrant  Company and  Subsidiaries'  annual  report on Form 10-K for the year
ended December 28, 1997.

In 1998, the company adopted FAS 130, REPORTING  COMPREHENSIVE  INCOME. See Note
3.

Certain  amounts  in  1997  have  been  reclassified  to  conform  to  the  1998
presentation.

NOTE 2 - DISPOSITIONS

Continuing Operations

On February 2, 1998, the company completed the sale of the Post-Tribune in Gary,
Indiana, to Hollinger International,  Inc. On March 18, 1998, the company closed
on the sale of its remaining  interest in a jointly owned cable  investment with
Telecommunications, Inc. (TCI). The proceeds from the sale of the company's Gary
Post-Tribune newspaper and the sale of the remaining cable investment were $95.8
million,  consisting  of $58.1  million in cash and TCI stock with an  aggregate
market value of $37.7 million.  The pretax and after-tax gains on the sales were
$75.3 million and $45.0 million, respectively.

Discontinued Operations

On April 13, 1998, the company closed on the sale of  Technimetrics,  Inc. to an
operating unit of The Thomson Corporation.  Technimetrics was a subsidiary which
sold global shareholding and business contact information. The proceeds from the
sale were $125.0  million and resulted in a pre-tax and after-tax gain of $103.8
million and $60.0 million, respectively.

NOTE 3 - COMPREHENSIVE INCOME

In 1998, the Company adopted FAS 130,  REPORTING  COMPREHENSIVE  INCOME. FAS 130
establishes new rules for the reporting and display of comprehensive  income and
its  components.  FAS 130 requires  unrealized  gains or losses on the company's
available-for-sale  securities,  which  prior  to  its  adoption  were  recorded
separately  in  shareholders'  equity,  to be included  in "other  comprehensive
income".

For the quarter and two quarters ended June 28, 1998, total comprehensive income
was $133.5  million  and $238.8  million,  respectively,  and $80.6  million and
$237.9 million, respectively, for the comparable periods in 1997.


                                        7
<PAGE>

<TABLE>
<CAPTION>
NOTE 4 - DEBT

(In Thousands of Dollars)
                                                 Effective                           Balance At
                                                  Interest         -----------------------------------------------
                                                  Rate At
                                                  June 28,           June 28,       December 28,        June 29,
                                                    1998              1998              1997              1997
                                                 ---------         -----------      ------------     -------------

<S>                                                  <C>           <C>              <C>              <C>          
Commercial paper, net of discount                    5.9%          $   887,667      $     29,793     $     382,543
Senior secured bank debt (a)                                                             990,000           990,000
Debentures, net of discount (b)                     10.0               198,216           198,133           198,051
Debentures, net of discount (c)                      7.6                94,288            94,261
Notes payable, net of discount (d)                   8.5               159,697           159,617           159,531
Notes payable, net of discount (e)                   6.8                97,865            97,821
Senior notes, net of discount (f)                    6.3                99,255            99,205            99,155
                                                                   -----------      ------------     -------------
                    Total Debt (g)                   6.9             1,536,988         1,668,830         1,829,280
Less amounts classified as current                                     289,429            69,697
                                                                   -----------      ------------     -------------

                    Total long-term debt             7.0%          $ 1,247,559      $  1,599,133     $   1,829,280
                                                                   ===========      ============     =============
</TABLE>

(a) Represents $990 million advance under a $1.2 billion credit agreement with a
    variable interest rate indexed to Libor plus 27 1/2 basis points.  Bank debt
    was paid off on June 26,  1998  with  proceeds  from the sale of  commercial
    paper.
(b) Represents $200 million of a 20-year 9 7/8% debenture due in 2009.
(c) Represents $100 million of a 7.15% debenture due in 2027.
(d) Represents  $160  million of 8 1/2%  notes  subject  to  mandatory  pro rata
    amortization of 25% annually commencing in 1998 through maturity in 2001.
(e) Represents $100 million of a 6.625% note due in 2007.
(f) Represents $100 million of 10 year 6.3%  senior notes due in 2005.
(g) At June 28, 1998, and June 29, 1997,  interest payments of $69.0 million and
    $30.1 million had been made for the year-to-date, respectively.

                                        8
<PAGE>

NOTE 5 - INCOME TAX PAYMENTS

Income tax payments for the two quarters  ended June 28, 1998 and June 29, 1997,
were $112.6 million and $107.1 million, respectively.

NOTE 6 - EARNINGS PER SHARE

In 1997, the company adopted FAS 128 -- EARNINGS PER SHARE.  The following table
sets  forth  the  computation  of basic and  diluted  earnings  per  share  from
continuing operations (in thousands, except share data):
<TABLE>
<CAPTION>

                                                             Quarter Ended      Two Quarters Ended
                                                          -------------------   -------------------
                                                          June 28,   June 29,   June 28,   June 29,
                                                            1998       1997      1998        1997
                                                          --------   --------   --------   --------

<S>                                                       <C>        <C>        <C>        <C>     
Income from continuing operations                         $ 66,925   $ 60,950   $168,362   $236,408
                                                          ========   ========   ========   ========

Average shares outstanding (basic)                          78,600     90,316     79,275     91,720
                                                          --------   --------   --------   --------

Effect of dilutive securities:
     Convertible preferred stock                            17,549      8,775     17,549      4,387
     Stock options                                           2,010      1,686      2,035      1,623
                                                          --------   --------   --------   --------
Average shares outstanding (diluted)                        98,159    100,777     98,859     97,730
                                                          --------   --------   --------   --------

Earnings per share from continuing operations (basic)     $   0.85   $   0.67   $   2.12   $   2.58
                                                          ========   ========   ========   ========

Earnings per share from continuing operations (diluted)   $   0.68   $   0.60   $   1.70   $   2.42
                                                          ========   ========   ========   ========

                                                 9
</TABLE>
<PAGE>

ITEM 2.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF THE SECOND QUARTER

SECOND QUARTER 1998 COMPARED WITH SECOND QUARTER 1997

Diluted  earnings per share was $1.29,  up $.68,  from the $.61 reported for the
second  quarter  of 1997.  This  includes  a $.61 per share  gain on the sale of
Technimetrics,  the last piece of the discontinued Business Information Services
Division, which was sold on April 13, 1998.

Diluted earnings per share from continuing  operations for the second quarter of
1998,  excluding corporate  relocation costs and other non-recurring  items, was
$.73, up $.13 per share, or 21.7%, from the $.60 reported in 1997. Including the
corporate  relocation costs and other non-recurring  items, Knight Ridder earned
$.68 per diluted share from continuing  operations,  up $.08, or 13.3%, from the
$.60 earned in the same quarter of 1997. Net income from  continuing  operations
in  the  second  quarter,   excluding  corporate   relocation  costs  and  other
non-recurring  items,  was  $72.0  million,  up 18.0%,  from the  $61.0  million
realized  last  year.  On this same  basis,  total  operating  income was $138.7
million, up $1.8 million, or 1.3%, from the same period a year ago, reflecting a
13% increase in the price of newsprint.

The results  include  operations  from four  newspapers  acquired  from The Walt
Disney Company in May 1997 and from two newspapers  received in exchange from E.
W. Scripps Co. for the Boulder,  Colorado newspaper in August 1997. They exclude
results from the Boulder Daily Camera after August 1997 and for five  newspapers
(Boca  Raton  News,  Gary  Post-Tribune,  Long  Beach  Press-Telegram,  Newberry
Observer and Milledgeville Union Recorder) after their dates of sale in December
1997 and February 1998.  Certain  comparisons  are provided on a pro forma basis
for the former  Disney and Scripps  newspapers  (including  their  results as if
owned since January 1997 and excluding the sold newspapers from both years).

OPERATING REVENUE

Advertising  revenue  increased 9.0% over the second quarter last year. On a pro
forma  basis  excluding  sold  newspapers  (comparable),  newspaper  advertising
revenue  increased  3.9% from last year with growth in all  advertising  revenue
categories.

Retail advertising  revenue improved by $27.4 million, or 11.4%, over last year.
On a pro forma basis  excluding  sold  newspapers,  retail  advertising  revenue
improved by $13.4 million,  or 5.3%. Retail benefited from Detroit, up 12.9% for
the  quarter,  due to  increased  major  accounts  advertising,  along  with the
strongest  part-run ROP showing since the strike  began,  and a major upsurge in
preprints.

Classified advertising revenue increased $17.9 million, or 7.3%, over the second
quarter  last  year.  On a  comparable  basis,  classified  advertising  revenue
increased  2.9%,  with  the  employment   category  showing  the  largest  gain,
reflecting a 5.4% revenue improvement.

                                       10
<PAGE>

General  advertising  revenue was up $3.9 million, or 6.4%, from last year. On a
comparable  basis,  general  advertising  revenue was up $1.7 million,  or 2.7%.
Telecommunications  and airlines  advertising  in several large  markets  helped
boost performance.

Circulation  revenue was up $8.0  million,  or 5.8%,  from 1997. On a comparable
basis, circulation revenue was flat with second quarter 1997, on a 0.6% increase
in the  average  seven-day  circulation,  offset  in part by a 0.3%  decline  in
average rate.

Other revenue  increased by $10.4 million,  or 40.7%,  from the prior year. On a
comparable basis,  other newspaper revenue increased by $7.4 million,  or 25.9%.
The  increase was due to growth in  commercial  print,  alternate  distribution,
database marketing, event marketing and online revenue.

OPERATING COSTS

Labor and employee  benefit costs  increased  $23.3  million,  or 8.4%. On a pro
forma basis  excluding sold  newspapers  and corporate  relocation and severance
costs,  labor and employee  benefit costs increased $4.5 million,  or 1.5%, on a
1.0%  increase in the  average  wage rate and a 1.0%  increase in the  workforce
offset in part by a decline in employee benefits.

Newsprint,  ink and supplement  costs  increased  $23.9 million,  or 21.7%. On a
comparable  basis,  these costs  increased  $17.3  million,  or 14.8%,  on a 13%
increase in the average newsprint price and a 2.0% increase in consumption. This
consumption increase was driven by circulation and advertising volume gains.

Other operating costs  increased  $22.9 million,  or 15.6%,  from second quarter
1997. On a comparable  basis,  these costs  increased  $13.1  million,  or 8.4%,
mostly  from  circulation  promotion  costs  and the  change  from  non-employee
carriers to circulation agents in Detroit, which results in both greater revenue
and expense.

Depreciation  and  amortization  increased $7.5 million,  or 19.0%,  from second
quarter 1997. On a comparable  basis,  depreciation and  amortization  increased
$2.3 million,  or 5.2%, from 1997,  primarily due to the Miami press project and
the Philadelphia renovation project.

NON-OPERATING ITEMS

Interest  expense,  net of interest  income and  interest  expense  capitalized,
increased $2.2 million from last year due to the increase in debt related to the
Disney newspaper acquisition and share repurchases. The average debt balance for
the quarter increased $195.4 million from the second quarter of last year.

Equity in earnings of unconsolidated  companies and joint ventures  increased by
$5.6 million,  mostly due to our newsprint mill investments which were favorably
impacted by the increase in the price of newsprint compared to the prior year.

The  "Other,  net" line of the  non-operating  section  reflects a $7.0  million
increase  from  1997  due  to  the  previously  mentioned  non-recurring  items,
primarily final settlements on asset sales.

The  effective tax rate was 40.8% in the quarter ended June 28, 1998 compared to
45.8% for the comparable quarter in 1997. The Disney newspapers  acquisition was
completed  in the quarter  ended June 29, 1997.  Certain  effects of the related
preliminary  purchase  price  allocation  contributed  to  the  increase  in the
effective tax rate for that quarter as compared to the same quarter in 1998. The
final purchase price allocation was completed as of December 28, 1997.

                                       11
<PAGE>

OTHER

On April 13, 1998,  the company  completed  the sale of  Technimetrics,  Inc., a
global  shareholding and business contact  information  company, to an operating
unit of The Thomson  Corporation for $125.0  million.  The pre-tax and after-tax
gains on the sale of  Technimetrics  were  $103.8  million  and  $60.0  million,
respectively.

On April 28, 1998,  the company  announced  the  reorganization  and move of its
corporate  headquarters  to the Silicon  Valley area of  California  from Miami,
Florida in early 1999.  Costs related to the move are estimated to be around $25
million,  of which  $11.6  million was  recognized  in the second  quarter.  The
majority of the remaining costs will be recognized in the third quarter.

LIQUIDITY

Net cash provided by operating  activities increased to $58.2 million from $43.3
million in the second  quarter of 1997.  The increase was  attributed  to higher
earnings,  excluding  non-recurring items, as well as changes in several working
capital  components.  Cash and short term cash investments were up $68.0 million
from June 29, 1997,  but down $63.7 million from year end.  Total debt decreased
$104.7  million  during  the  quarter,  due to the  use  of  Technimetrics  sale
proceeds.  Debt  decreased  $292.3 million from June 29, 1997, due to the use of
proceeds from the remaining  cable  investment  sale,  the sale of Knight Ridder
Information, Inc. and five newspapers in December 1997 and February 1998, offset
in part by the share repurchase program.

Total-debt-to-total-capital  ratio was 49.3%  compared  to 51.8% at year end and
50.9% in June 1997.  Approximately  $212.3  million in aggregate  unused  credit
lines remained at the end of the quarter.  During the second  quarter,  existing
bank debt was refinanced with commercial  paper supported by a $1.1 billion line
of credit. The ratio of current assets to current  liabilities was 0.7:1 at June
28, 1998, 1.1:1 at December 28, 1997 and June 29, 1997.

OUTLOOK FOR THE REMAINDER OF THE YEAR

As we look ahead to the third quarter and the year,  we  anticipate  advertising
growth  will be  moderately  above the prior year.  The  outlook  for  newsprint
continues to be encouraging.  The third quarter gives us our best comparisons of
the year,  and the fourth  quarter  should align  closely with it,  provided the
Abitibi strike (a newspaper vendor) is settled soon.

We  believe  that  we  will be able to  report  record  earnings  for the  year,
excluding non-recurring items.

Certain statements  contained herein are forward looking  statements.  These are
based on management's  current  knowledge of factors  affecting  Knight Ridder's
business.   Actual  results  could  differ   materially   from  those  currently
anticipated.  Investors  are  cautioned  that such  forward  looking  statements
involve  risk and  uncertainty,  including,  but not  limited to, the effects of
national and local economies on revenue,  negotiations  and relations with labor
unions,  unforeseen  changes to newsprint prices and interest rates, the effects
of acquisitions and dispositions, and the evolution of the Internet.

                                       12
<PAGE>
PART II - OTHER INFORMATION


Item 6.  Exhibits and Reports of Form 8-K

         (a)  Exhibits Filed

                  No. 27 - Financial Data Schedule

         (b)  Reports on Form 8-K

              There were no reports on Form 8-K filed  during the quarter  ended
              June 28, 1998.


                                       13

<PAGE>

                                    SIGNATURE

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.

                                        KNIGHT-RIDDER, INC.
                                        (Registrant)


Date:  August 11, 1998
                                        /s/ Gary R. Effren
                                        ---------------------------------
                                            Gary R. Effren
                                            Vice President/Controller
                                            (Chief Accounting Officer and Duly
                                            Authorized Officer of Registrant)


                                       14

<TABLE> <S> <C>

<ARTICLE>                              5
<LEGEND>
THIS  SCHEDULE  CONTAINS  SUMMARY  FINANCIAL   INFORMATION  EXTRACTED  FROM  THE
CONSOLIDATED  STATEMENT OF INCOME, THE CONSOLIDATED BALANCE SHEET, AND THE NOTES
TO THE  CONSOLIDATED  FINANCIAL  STATEMENTS  AND IS QUALIFIED IN ITS ENTIRETY BY
REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<CIK>                         0000205520
<NAME>               KNIGHT-RIDDER, INC.
<MULTIPLIER>                       1,000
<CURRENCY>                   U.S. DOLLAR
       
<S>                          <C>
<PERIOD-TYPE>                      6-MOS
<FISCAL-YEAR-END>            DEC-27-1998
<PERIOD-START>               DEC-29-1997
<PERIOD-END>                 JUN-28-1998
<EXCHANGE-RATE>                        1
<CASH>                            21,317
<SECURITIES>                      75,237
<RECEIVABLES>                    356,334
<ALLOWANCES>                      16,124
<INVENTORY>                       62,725
<CURRENT-ASSETS>                 544,277
<PP&E>                         1,823,499
<DEPRECIATION>                   756,242
<TOTAL-ASSETS>                 4,271,485
<CURRENT-LIABILITIES>            834,354
<BONDS>                          649,321
                  0
                        1,755
<COMMON>                           1,643
<OTHER-SE>                     1,577,636
<TOTAL-LIABILITY-AND-EQUITY>   4,271,485
<SALES>                        1,523,175
<TOTAL-REVENUES>               1,523,175
<CGS>                            264,607  <F1>
<TOTAL-COSTS>                  1,282,863
<OTHER-EXPENSES>                 (44,413) <F2>
<LOSS-PROVISION>                  10,124
<INTEREST-EXPENSE>                54,836
<INCOME-PRETAX>                  284,725
<INCOME-TAX>                     116,363
<INCOME-CONTINUING>              168,362
<DISCONTINUED>                    60,226
<EXTRAORDINARY>                        0
<CHANGES>                              0
<NET-INCOME>                     228,588
<EPS-PRIMARY>                       2.88
<EPS-DILUTED>                       2.31
        
<FN>
<F1>  COST OF GOODS SOLD CONSISTS OF NEWSPRINT, INK, AND SUPPLEMENTS.
<F2>  OTHER  EXPENSES  CONSISTS  OF ALL  NON-OPERATING  INCOME AND  COSTS,  NET,
      EXCLUDING INCOME TAXES. AMOUNT INCLUDES INTEREST EXPENSE,  NET OF INTEREST
      INCOME AND OTHER NON-OPERATING  COSTS, NET OF NON-OPERATING  INCOME, WHICH
      INCLUDE PRETAX GAINS  AGGREGATING $75.3 MILLION ON THE SALE OF A NEWSPAPER
      AND A CABLE INVESTMENT. SEE PART I., NOTE 2.
</FN>

</TABLE>


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