<PAGE> 1
United States
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
x QUARTERLY REPORT PURSUANT TO SECTION 13 OR
--------- 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For
the quarterly period ended March 28, 1999
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: 1-10333
CENTRAL NEWSPAPERS, INC.
(Exact name of registrant as specified in its charter)
INDIANA 35-0220660
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification Number)
200 E. VAN BUREN STREET, PHOENIX, ARIZONA 85004
(Address of principal executive office)
(602) 444-8000
(Registrant's telephone number)
Indicate by check mark whether the registrant has (1) filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
YES x NO _____
The number of shares of each class of common stock outstanding as of April 30,
1999:
<TABLE>
<CAPTION>
<S> <C>
CLASS A COMMON STOCK 35,355,296
CLASS B COMMON STOCK 55,401,010
</TABLE>
<PAGE> 2
Central Newspapers, Inc.
Index to Form 10-Q
<TABLE>
<CAPTION>
Part I - FINANCIAL INFORMATION Page
<S> <C>
Item 1 - Financial Statements:
Consolidated Statement of Financial Position 3-4
Consolidated Statement of Income 5
Consolidated Statement of Shareholders' Equity 6
Consolidated Statement of Cash Flows 7
Notes to Consolidated Financial Statements 8
Item 2 - Management's Discussion and Analysis of
Financial Condition and Results of Operations 8-12
Part II - OTHER INFORMATION 13-14
</TABLE>
2
<PAGE> 3
PART I.
Item 1. Financial Statements
CENTRAL NEWSPAPERS, INC.
Consolidated Statement of Financial Position
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------------------
March 28, December 27,
ASSETS 1999 1998
(In thousands) (Unaudited)
- ---------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
CURRENT ASSETS:
Cash and cash equivalents $66,458 $24,774
Marketable securities 12,636
Accounts receivable (net of allowances of $2,468 and $2,602) 83,496 90,858
Inventories 10,035 11,841
Deferred income tax benefits 8,602 8,430
Other current assets 10,261 11,253
- ---------------------------------------------------------------------------------------------------------------------------
Total current assets 178,852 159,792
- ---------------------------------------------------------------------------------------------------------------------------
PROPERTY, PLANT AND EQUIPMENT:
Land 18,985 18,985
Buildings and improvements 135,953 135,725
Leasehold improvements 698 687
Machinery and equipment 412,330 407,211
Construction in progress 7,216 8,237
- ---------------------------------------------------------------------------------------------------------------------------
575,182 570,845
Less accumulated depreciation 296,531 287,136
- ---------------------------------------------------------------------------------------------------------------------------
278,651 283,709
- ---------------------------------------------------------------------------------------------------------------------------
OTHER ASSETS:
Land held for development 5,229 5,229
Goodwill and other intangibles 126,533 127,349
Investment in Affiliate 10,012 9,848
Other 43,852 43,432
- ---------------------------------------------------------------------------------------------------------------------------
185,626 185,858
- ---------------------------------------------------------------------------------------------------------------------------
TOTAL ASSETS $643,129 $629,359
===========================================================================================================================
</TABLE>
See accompanying notes to consolidated financial statements.
3
<PAGE> 4
CENTRAL NEWSPAPERS, INC.
Consolidated Statement of Financial Position
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------
March 28, December 27,
LIABILITIES AND SHAREHOLDERS' EQUITY 1999 1998
(In thousands, except share data) (Unaudited)
- ------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
CURRENT LIABILITIES:
Accounts payable $21,144 $23,088
Short-term bank debt 32,070 52,072
Accrued compensation 19,248 19,305
Dividends payable 5,234 5,217
Accrued expenses and other liabilities 20,189 18,208
Federal and state income taxes 12,788
Deferred revenue 33,135 28,789
- ------------------------------------------------------------------------------------------------------------------------
Total current liabilities 143,808 146,679
- ------------------------------------------------------------------------------------------------------------------------
DEFERRED INCOME TAXES 26,391 26,703
- ------------------------------------------------------------------------------------------------------------------------
LONG-TERM DEBT 200,025 200,025
- -----------------------------------------------------------------------------------------------------------------------
POSTRETIREMENT AND OTHER NONCURRENT LIABILITIES 91,732 91,001
- ------------------------------------------------------------------------------------------------------------------------
MINORITY INTEREST IN SUBSIDIARIES 2,216 2,868
- ------------------------------------------------------------------------------------------------------------------------
REDEEMABLE PREFERRED STOCK ISSUED BY SUBSIDIARY 18,920 18,920
- -----------------------------------------------------------------------------------------------------------------------
SHAREHOLDERS' EQUITY:
Preferred stock--issuable in series:
Authorized--25,000,000 shares
Issued--none
Class A common stock--without par value:
Authorized--150,000,000 shares
Issued and outstanding--34,590,297 and 34,446,180 shares 34,965 30,937
Class B common stock--without par value:
Authorized--130,000,000 shares
Issued and outstanding--62,666,000 and 62,691,000 shares 63 63
Retained earnings 127,298 112,104
Unamortized value of restricted stock (3,560) (1,407)
Unrealized gain on available-for-sale securities 1,271 1,466
- ------------------------------------------------------------------------------------------------------------------------
160,037 143,163
- ------------------------------------------------------------------------------------------------------------------------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $643,129 $629,359
========================================================================================================================
</TABLE>
See accompanying notes to consolidated financial statements.
4
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CENTRAL NEWSPAPERS, INC.
Consolidated Statement of Income
(Unaudited)
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------------
(In thousands, except per share data)
Thirteen Weeks Ended
March 28, March 29,
1999 1998
- ---------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
OPERATING REVENUES:
Advertising $143,170 $136,151
Circulation 39,809 38,501
Other 10,056 10,452
- --------------------------------------------------------------------------------------------------------------------
193,035 185,104
- --------------------------------------------------------------------------------------------------------------------
OPERATING EXPENSES:
Compensation 63,945 61,133
Newsprint and ink 29,385 30,127
Other operating costs 51,196 47,996
Depreciation and amortization 12,415 11,310
- ---------------------------------------------------------------------------------------------------------------------
156,941 150,566
- --------------------------------------------------------------------------------------------------------------------
OPERATING INCOME 36,094 34,538
OTHER INCOME 1,952 1,085
OTHER EXPENSE (3,856) (228)
- --------------------------------------------------------------------------------------------------------------------
INCOME BEFORE INCOME TAXES 34,190 35,395
PROVISION FOR INCOME TAXES 13,715 14,656
- --------------------------------------------------------------------------------------------------------------------
INCOME BEFORE MINORITY INTEREST AND 20,475 20,739
EQUITY IN AFFILIATE
MINORITY INTEREST IN SUBSIDIARIES (486) (315)
EQUITY IN NET EARNINGS OF AFFILIATE 107 154
- --------------------------------------------------------------------------------------------------------------------
NET INCOME $20,096 $20,578
=====================================================================================================================
NET INCOME PER COMMON SHARE:
Basic $0.49 $0.41
Diluted 0.48 0.40
DIVIDENDS DECLARED PER CLASS A COMMON SHARE $0.12 $0.11
AVERAGE COMMON SHARES OUTSTANDING:
(combined Class A and equivalent Class B shares)
Basic 40,752 50,336
Diluted 42,175 51,892
</TABLE>
See accompanying notes to consolidated financial statements.
5
<PAGE> 6
CENTRAL NEWSPAPERS, INC.
Consolidated Statement of Shareholders' Equity
(Unaudited)
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
(In thousands, except share data) Unrealized
Unamortized Gain on
Class A Class B Value of Available-
Common Stock Common Stock Retained Restricted for-Sale
Shares Amount Shares Amount Earnings Stock Securities
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
BALANCE AT DECEMBER 28, 1997 44,035,252 $29,934 62,691,000 $63 $352,531 ($1,924) $1,675
Net income (13 weeks) 20,578
Dividends declared:
Class A common stock (4,644)
Class B common stock (659)
Exercise of stock options 164,546 3,374
Repurchase of Class A common stock (8,800) (6) (289)
Amortization of restricted stock 276
Change in net unrealized gain on
available-for-sale securities 75
- ------------------------------------------------------------------------------------------------------------------------------------
BALANCE AT MARCH 29, 1998 44,190,998 33,302 62,691,000 63 367,517 (1,648) 1,750
Net income (39 weeks) 67,964
Dividends declared:
Class A common stock (13,899)
Class B common stock (2,162)
Exercise of stock options, net 266,542 5,539
Repurchase of Class A common (10,030,860) (8,546) (307,316)
stock
Issuance of restricted stock, net of
cancellations 19,500 642 (642)
Amortization of restricted stock 883
Change in net unrealized gain on
available-for-sale securities (284)
- ------------------------------------------------------------------------------------------------------------------------------------
BALANCE AT DECEMBER 27, 1998 34,446,180 30,937 62,691,000 63 112,104 (1,407) 1,466
Net income (13 weeks) 20,096
Dividends declared:
Class A common stock (4,150)
Class B common stock (752)
Exercise of stock options, net 69,617 1,431
Issuance of restricted stock, net of
cancellation 72,000 2,597 (2,597)
Common stock conversion 2,500 (25,000)
Amortization of restricted stock 444
Change in net unrealized gain on
available-for-sale securities (195)
- ------------------------------------------------------------------------------------------------------------------------------------
BALANCE AT MARCH 28, 1999 34,590,297 $34,965 62,666,000 $63 $127,298 ($3,560) $1,271
====================================================================================================================================
</TABLE>
See accompanying notes to consolidated financial statements.
6
<PAGE> 7
CENTRAL NEWSPAPERS, INC.
Consolidated Statement of Cash Flows
(Unaudited)
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------
(In thousands)
Thirteen Weeks Ended
March 28, March 29,
1999 1998
- -------------------------------------------------------------------------------------------------------------
<S> <C> <C>
OPERATING ACTIVITIES:
Net income $20,096 $20,578
Items which did not use (provide) cash:
Depreciation and amortization 12,415 11,310
Postretirement and pension benefits 2,129 (1,954)
Gain on sale of marketable securities (791)
Minority interest in earnings of subsidiaries 486 315
Equity in earnings in Affiliate (107) (154)
Deferred income taxes (484) (413)
Amortization of restricted stock awards 444 276
Other (396) 315
Net proceeds from (purchases of) trading securities 12,761 (1,133)
Net change in other current assets and liabilities 27,503 23,275
- -------------------------------------------------------------------------------------------------------------
Net cash provided by operating activities 74,056 52,415
- -------------------------------------------------------------------------------------------------------------
INVESTING ACTIVITIES:
Purchases of property, plant and equipment (6,127) (8,723)
Other (1,121) (1,293)
- -------------------------------------------------------------------------------------------------------------
Net cash used by investing activities (7,248) (10,016)
- -------------------------------------------------------------------------------------------------------------
FINANCING ACTIVITIES:
Cash dividends paid (4,886) (5,282)
Dividends paid to minority interest (1,141) (331)
Proceeds from exercise of stock options 905 1,767
Repayments of short-term debt (20,002) (10,000)
Repurchase of common stock (295)
- -------------------------------------------------------------------------------------------------------------
Net cash used by financing activities (25,124) (14,141)
- -------------------------------------------------------------------------------------------------------------
INCREASE IN CASH AND CASH EQUIVALENTS 41,684 28,258
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD 24,774 36,924
- -------------------------------------------------------------------------------------------------------------
CASH AND CASH EQUIVALENTS, END OF PERIOD $66,458 $65,182
=============================================================================================================
SUPPLEMENTAL CASH FLOW INFORMATION:
Income taxes paid $4 $25
Interest paid 3,743 130
</TABLE>
See accompanying notes to consolidated financial statements.
7
<PAGE> 8
CENTRAL NEWSPAPERS, INC.
Notes to Consolidated Financial Statements
(Unaudited)
1. Central Newspapers, Inc. and its subsidiaries (the "Company") are primarily
engaged in the publishing and distribution of newspapers. Revenues are
principally derived from advertising and newspaper sales in the Phoenix, Arizona
and Indianapolis, Indiana metropolitan areas. The Company also has an 80%
interest in the Westech group of companies which are predominantly in the jobs
fair business and a 13.5% interest in Ponderay Newsprint Company ("Affiliate"),
a partnership formed to own a newsprint mill in the State of Washington.
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and revenues and expenses
as of and for the period ending with the financial reporting date. Actual
results could differ from those estimates.
2. The accompanying unaudited consolidated financial statements do not include
all of the information and disclosures that are normally included in Form 10-K
and the annual report to shareholders. These financial statements should be read
in conjunction with the Company's audited consolidated financial statements and
related notes for the year ended December 27, 1998. The accompanying
consolidated financial statements have been prepared in accordance with the
instructions to Form 10-Q and Rule 10-01 of Regulation S-X. The consolidated
statement of financial position at December 27, 1998, has been derived from
audited financial statements. In the opinion of the Company's management, the
unaudited consolidated financial statements reflect all adjustments which are
necessary to present fairly, the Company's financial position, results of
operations and cash flows for the interim periods presented. All adjustments are
of a normal recurring nature. Such statements are not necessarily indicative of
the results to be expected for the full year.
3. Basic EPS is computed based upon the weighted average number of common shares
outstanding in each year. The Class B common stock is included in the
computation as if converted to Class A common stock at a ratio of 10 shares of
Class B common stock to one share of Class A common stock. Diluted EPS includes
the effect of stock options granted under the Company's Amended and Restated
Stock Compensation Plan. On December 8, 1998, the Board of Directors declared a
two-for-one split of the Class A and Class B common stock which was distributed
on January 8, 1999 to shareholders of record as of the close of business on
December 18, 1998. All shares and per share amounts presented herein, have been
retroactively restated to reflect the impact of the split.
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations
FORWARD-LOOKING STATEMENTS
The information in this report contains material that is forward-looking in
nature. From time to time, we may provide forward-looking statements relating to
such matters as anticipated financial performance, business prospects, and
similar matters. We may identify these forward-looking statements by the use of
the words such as "anticipate," "believe," "expect," "plan," "foresee," or
derivations thereof. The Private Securities Litigation Reform Act of 1995
provides a safe harbor for these statements. We want to ensure that these
statements are accompanied by meaningful cautionary language to comply with the
safe harbor under the Act. We assume no obligation to update any forward-looking
statements. A variety of factors could cause our actual results to differ
materially from the expectations expressed in the forward-looking statements,
including, but not limited to, the following:
- declines in circulation due to changing reader preferences
and/or new forms of information dissemination;
- economic weakness in geographic markets;
- weakness in advertising categories due to factors including
retail consolidations, declines in the advertising budgets of
major customers, and increased competition from print and
non-print products, including the internet, and new
competitors emerging in our markets;
- the negative impact of issues related to labor agreements;
-8-
<PAGE> 9
- unexpected fluctuations in the price of newsprint;
- an increase in distribution and/or production costs over
anticipated levels; and
- an increase in actual interest rates over expected rates.
GENERAL
Our principal line of business is newspaper publishing. We derive revenues
primarily from advertising and newspaper sales in the Phoenix, Arizona and
Indianapolis, Indiana metropolitan areas. We also own:
- an 80% interest in Career Services, Inc., which is
predominantly in the jobs fair business;
- a 13.5% interest in Ponderay newsprint company, a partnership
that owns a newsprint mill in the State of Washington;
- an 89% interest in Homebuyer's Fair, Inc., which provides
internet-based services and information for people who are
moving and for corporations that are relocating employees, as
well as information regarding schools across the nation; and
- a 100% interest in Carantin & Co. Inc., which provides direct
marketing support services to its clients.
The analysis of the first quarter of 1999 compared with the comparable 1998
period should be read in conjunction with the fiscal 1998 consolidated financial
statements and the accompanying notes to the consolidated financial statements.
Our business tends to be seasonal, with peak revenues and profits generally
occurring in the second and fourth quarters of each year.
RECENT EVENTS
On April 30, 1999, we purchased the remaining 20% of Career Services, Inc. for
approximately $14 million from the minority shareholders. This transaction is
not expected to have a material impact on future earnings.
In April 1999, we completed a registered secondary offering of 2,324,956 shares
of Class A common stock priced at $30.50 per share. The shares were sold by the
Nina Mason Pulliam Charitable Trust. To complete the sale, a total of 1,777,560
shares of Class B Common Stock were converted to 177,756 shares of Class A
Common Stock. No new shares were issued in this transaction and we did not
receive any proceeds from the sale.
On April 1, 1999, we acquired an 80% interest in FAS Hotline, Inc. ("FAS"),
which provides complementary services to those offered by Homebuyer's Fair, Inc.
("HBF"). On this date, we also swapped 9% of the capital stock of HBF owned by
the Company for 100% of the capital stock of Center for Mobility Resources, Inc.
("CMR"), making CMR a wholly-owned subsidiary of HBF. This acquisition provides
us with ownership of a database of information and statistics utilized by HBF
and related entities. As a result of this transaction, we now own 80% of HBF. We
have an option to purchase the remaining 20% of HBF and FAS on or after December
31, 2001 and March 31, 2002, respectively.
QUARTERLY RESULTS OF OPERATIONS
We earned $.48 per diluted share in the first quarter of 1999, up 20.0% from the
$.40 per diluted share earned in the first quarter of 1998. Operating income for
the first quarter of 1999 was $36.1 million, up $1.6 million, or 4.5%, from the
$34.5 million earned in the first quarter of 1998. The increase in operating
income between the periods was primarily due to a 5.2% increase in advertising
revenue and savings achieved from reduced newsprint prices. EBITDA (operating
income before depreciation and amortization) for the comparable periods
increased 5.8% to $48.5 million in 1999 from $45.8 million in the first quarter
of 1998.
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OPERATING REVENUES
Total revenue earned in the first quarter of 1999 of $193.0 million was up 4.3%
from the first quarter of 1998. Advertising revenue increased by $7.0 million,
or 5.2% from the first quarter of 1998, on a 4.4% increase in full-run
run-of-paper ("ROP") linage. In the Phoenix market, the most significant
advertising revenue increases were in retail, primarily in the grocery and real
estate categories, and classified, in the automotive, rental and local
employment categories. In Indianapolis, the largest advertising revenue gain was
in retail, with growth occurring in the department store and amusement
categories.
Circulation revenue increased $1.3 million, or 3.4%, in the first quarter of
1999 over the comparable 1998 period. The increase was primarily due to
Indianapolis' distribution system conversion to delivery agents in the state
delivery area (resulting in a revenue increase of $.6 million in the first
quarter of 1999), the home delivered tiered pricing structure in Indianapolis
launched in February 1998 and the March 1998 Arizona Republic home delivered
price increase.
The following is a summary of major market linage and circulation statistics for
the period:
(In thousands, except circulation)
<TABLE>
<CAPTION>
1st Quarter 1st Quarter %
1999 1998 Change
---- ---- ------
<S> <C> <C> <C>
Full Run Linage in six column inches:
Retail 703.1 660.4 6.5
National 130.6 111.4 17.2
Classified 804.7 797.4 .9
----- ----- ----
Total 1,638.4 1,569.2 4.4
------- ------- ----
Full Run Linage by Major Markets:
Phoenix 779.7 759.4 2.7
Indianapolis 858.7 809.8 6.0
----- ----- ---
Total 1,638.4 1,569.2 4.4
------- ------- ---
Net Advertising Revenue $143,170 $136,151 5.2
Combined Average Daily Circulation:
Phoenix 509,139 510,543 [0.3]
Indianapolis 277,038 279,227 [0.8]
Sunday Circulation:
Phoenix 633,076 630,544 0.4
Indianapolis 381,894 389,741 [2.0]
</TABLE>
OPERATING EXPENSES
Compensation costs, which include payroll and fringe benefits, increased 4.6% to
$64.0 million in the first quarter of 1999 compared with the first quarter of
1998. The increase in expense was primarily attributable to merit increases as
well as increases in fringe benefit costs and performance based bonuses,
partially offset by a 0.9% decrease in headcount due mostly to 1998 buyouts of
circulation and transportation employees in Indianapolis.
Newsprint and ink expense was $29.4 million in the first quarter of 1999, a 2.5%
decrease from the first quarter of 1998. Newsprint prices decreased
approximately 2.3% in 1999 when compared with the first quarter of 1998 and
consumption decreased .2% primarily from reduced circulation.
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<PAGE> 11
Other operating costs increased 6.7% to $51.2 million in the first quarter of
1999. Significant items contributing to the 1999 increase included:
- costs associated with new database marketing projects and
online services;
- software maintenance costs related to new systems;
- distribution costs related to the conversion to circulation
agents in the state distribution area of Indianapolis (which
increased the first quarter 1999 expense by $0.8 million); and
- professional fees.
NON-OPERATING ITEMS
Other non-operating income (primarily investment income) increased to $2.0
million from $1.1 million in the first quarter of 1998 primarily due to an
increase in investable cash from operations and gain on the sale of marketable
securities. Other non-operating expense increased $3.6 million primarily from an
increase in interest expense related to higher debt levels associated with the
purchase of Class A Common Stock from the Nina Mason Pulliam Charitable Trust in
the last quarter of 1998. Income tax expense for the first quarter of 1999 and
1998 was $13.7 million and $14.7 million, respectively, reflecting effective tax
rates of 40.1% and 41.4%, respectively. The rate decrease was largely a result
of operational changes.
LIQUIDITY AND CAPITAL RESOURCES
Net cash provided by operating activities was $74.1 million in the first quarter
of 1999 and $52.4 million in the first quarter of 1998. Net cash provided by
operating activities, excluding the effects of net proceeds (or net purchases
of) from trading securities for the first quarters of 1999 and 1998, was $61.3
million and $53.5 million, respectively. Changes for both years were primarily
attributable to net income and working capital differences. The principal uses
of cash in the first quarter of 1999 were repayment of $20.0 million of short
term debt, payment of dividends and capital expenditures. At the end of the
quarter, our available cash and investments totaled $66.5 million, up $29.0
million from the end of 1998. Working capital for the same period increased
$21.9 million to $35.0 million.
Total capital expenditures in the first quarter of 1999 were $6.1 million
compared with $8.7 million in the first quarter of 1998. As of March 28, 1999,
there were no significant formal commitments related to future capital
expenditures.
The Board of Directors declared dividends of $.12 per share on the Class A
Common Stock and $.012 on the Class B Common Stock during the quarter. Total
Class A and Class B dividends paid during the quarter were $4.9 million.
We have demonstrated a consistent ability to generate net cash flow from
operations. Management believes that existing cash and investments, net cash
flows from operations and currently available bank credit resources are
sufficient to enable us to maintain our current level of operations. We expect
financing for future investing opportunities to come from a combination of
existing cash, new debt facilities, and/or the use of equity.
YEAR 2000
Our Year 2000 project is on schedule to meet its objectives. In 1998, we
developed a comprehensive program to identify, evaluate, test, upgrade, or
replace each of our computer and non-computer based systems in connection with
Year 2000 readiness. We have devoted significant resources to the program,
including the development of a Year 2000 project team, which reports to senior
management on a regular basis, and we constructed a test environment dedicated
to the Year 2000 testing process. The Chief Information Officer reports progress
at every regularly scheduled Board of Directors meeting and on a weekly basis to
our Operating Committee.
-11-
<PAGE> 12
We have been actively implementing new systems and technology since 1995 for
reasons unrelated to Year 2000, and these actions have resulted in a number of
our major information technology systems becoming Year 2000 compliant.
The discovery phase of our program was completed in 1998. We performed several
review audits that ensured that all susceptible systems had been identified,
including client server, desktop, and all systems with embedded computer chips.
All desktop systems, application software, and servers were updated to a
compliant level in 1998. All database modules are in the process of being
upgraded. We completed the remediation and testing phase for the embedded
computer chip systems in December 1998. We have completed testing of all mission
critical systems and the remediation and testing phase of all remaining systems
is proceeding with an estimated completion date of June 1999.
In 1998, we requested letters of compliance from each of our vendors and,
wherever possible, we worked with our vendors to determine an appropriate
testing and compliance process. We continue to monitor vendor compliance and we
find alternatives if vendors cannot meet our compliance requirements. In
addition, certain employees have attended a number of Year 2000 training
programs and outside consultants have been hired when necessary. We have
published a company wide employee Year 2000 awareness bulletin with a second one
scheduled to be published in October 1999.
Total costs associated with our Year 2000 project are being funded with
operating cash flows and are estimated to be approximately $8.5 million, of
which approximately $6.5 million was incurred in 1998 with the remainder to be
incurred this year.
Despite the efforts described above, we could potentially experience a
disruption in our operations as a result of potential non-compliance of certain
vendors, financial institutions, governmental agencies or other third parties or
external systems. This disruption could potentially affect various aspects of
our business operations including the timeliness and content of certain
newspapers or online products. At this time, we are unable to determine whether
the consequences of Year 2000 failures would have a material impact on our
results of operations, liquidity or financial condition.
In an effort to minimize any disruption, we are in the process of creating a
comprehensive contingency plan for all sites to address potential Year 2000
scenarios. The contingency plan for Indianapolis is complete and the site plan
for Phoenix is 60% complete with a scheduled completion date of June 1999. The
contingency plans outline alternative solutions in the event they are required.
Such plans include maintaining an inventory of critical supplies such as
newsprint, ink, and other consumables for at least a 30-45 day production cycle
as well as creating a smaller newspaper product designed to maximize advertising
content.
OUTLOOK FOR THE REMAINDER OF 1999
As we look ahead, we anticipate continued growth in revenues in the mid-single
digits. Compensation expense is expected to be higher due to a projected
increase in performance based incentives for non-contract employees resulting
from performance that is projected to be higher than the company's original
operating plan for the year. We expect newsprint expense, our second largest
expense item, to be down from the prior year due to reduced newsprint prices. As
a result, we expect an increase in net income for the year and we expect a
greater increase in diluted earnings per share due to fewer outstanding shares.
We plan to continue to use our substantial free cash flow to pursue a
combination of debt reduction, additional share repurchases and other investment
opportunities.
-12-
<PAGE> 13
PART II
CENTRAL NEWSPAPERS, INC.
Item 1. Legal Proceedings - - None
Item 2. Changes in Securities - - None
Item 3. Default Upon Senior Securities - - None
Item 4. Submission of Matters to a Vote of Security Holders - - None
Item 5. Other Information - - None
Item 6. Exhibit and Reports on Form 8-K
Exhibit 1 -- Independent Accountant's Report
Exhibit 27 -- Financial Data Schedule
No reports on Form 8-K were filed during the quarter
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Company
has duly caused this report to be signed on its behalf by the undersigned
thereunto duly authorized.
CENTRAL NEWSPAPERS, INC.
Dated: April 28, 1999 By:
-------------------------------------
Louis A. Weil, III
Chairman, President and Chief
Executive Officer
By:
-------------------------------------
Thomas K. MacGillivray
Vice President and Chief Financial
Officer
-13-
<PAGE> 14
EXHIBIT INDEX
Exhibit
No. Description
- ------- -----------
1 Independent Accountant's Report
27 Financial Data Schedule
<PAGE> 1
[PRICEWATERHOUSECOOPERS LETTERHEAD]
Exhibit 1
INDEPENDENT ACCOUNTANT'S REPORT
May 5, 1999
To the Board of Directors and Shareholders of
Central Newspapers, Inc.
We have reviewed the accompanying consolidated statement of financial position
of Central Newspapers, Inc. as of March 28, 1999 and the consolidated
statements of income, shareholders' equity and cash flows for the three-month
periods ended March 28, 1999 and March 29, 1998. These financial statements are
the responsibility of the Company's management.
We conducted our review in accordance with standards established by the
American Institute of Certified Public Accountants. A review of interim
financial information consists principally of applying analytical procedures to
financial data and making inquiries of persons responsible for financial and
accounting matters. It is substantially less in scope than an audit conducted
in accordance with generally accepted auditing standards, the objective of
which is the expression of an opinion regarding the financial statements taken
as a whole. Accordingly, we do not express such an opinion.
Based on our review, we are not aware of any material modifications that should
be made to the accompanying financial statements referred to above for them to
be in conformity with generally accepted accounting principles.
We previously audited in accordance with generally accepted auditing standards,
the consolidated statement of financial position as of December 27, 1998, and
the related consolidated statements of income, shareholders' equity and cash
flows for the year then ended (not presented herein), and in our report dated
January 29, 1999 we expressed an unqualified opinion on those consolidated
financial statements. In our opinion, the information set forth in the
accompanying consolidated statement of financial position information as of
December 27, 1998, is fairly stated in all material respects in relation to the
consolidated statement of financial position from which it has been derived.
/s/ PricewaterhouseCoopers LLP
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<NAME> CENTRAL NEWSPAPERS, INC.
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<S> <C>
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