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Graham Holdings Co - Quarter Report: 2001 September (Form 10-Q)

FORM 10-Q

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC  20549

Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the Quarterly Period Ended September 30, 2001


Commission File Number 1-6714 

THE WASHINGTON POST COMPANY
(Exact name of registrant as specified in its charter)

Delaware 53-0182885
(State or other jurisdiction of
incorporation or organization)
(I.R.S. Employer
Identification No.)
   
1150 15th Street, N.W.
Washington, D.C. 20071

(Address of principal
executive office)
20071
(Zip Code)
 

Registrant's telephone number, including area code:
(202) 334-6000

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         .

Shares outstanding at November 8, 2001:    
       
  Class A Common Stock 1,722,250  Shares  
       
  Class B Common Stock 7,769,021  Shares  
       

 

 

 

 


2.

THE WASHINGTON POST COMPANY
Form 10-Q

 INDEX

      Page
PART I.   FINANCIAL INFORMATION  
       
  Item 1. Financial Statements  
       
  a. Condensed Consolidated Statements of Income (Unaudited) for the Thirteen Weeks Ended September 30, 2001 and October 1, 2000 3
       
  b. Condensed Consolidated Statements of Comprehensive Income (Unaudited) for the Thirteen Weeks Ended September 30, 2001 and October 1, 2000 4
       
  c. Condensed Consolidated Balance Sheets at September 30, 2001 (Unaudited) and December 31, 2000 5
       
  d. Condensed Consolidated Statements of Cash Flows (Unaudited) for the Thirteen Weeks Ended September 30, 2001 and October 1, 2000 6
       
  e. Notes to Condensed Consolidated Financial Statements (Unaudited) 7
       
  Item 2. Management's Discussion and Analysis of Results of Operations and Financial Condition 12
       
PART II. OTHER INFORMATION  
       
  Item 6. Exhibits and Reports on Form 8-K 23
       
Signatures 24
       
Exhibit 11  

3.

PART I.  FINANCIAL INFORMATION
Item 1.  Financial Statements

The Washington Post Company
Condensed Consolidated Statements of Income (Unaudited)

    Thirteen Weeks Ended   Thirty-nine Weeks Ended  
                   
    September 30,   October 1,   September 30,   October 1,  
(In thousands, except per share amounts)   2001   2000   2001   2000  
                   

Operating revenues

                 

     Advertising

 

$277,425

 

$338,428

 

$ 888,281

 

$1,010,807

 

     Circulation and subscriber

 

177,925

 

151,144

 

482,609

 

447,639

 

     Education

 

127,159

 

99,428

 

368,103

 

240,261

 

     Other

 

  13,007

 

  13,452

 

   48,034

 

   42,057

 
                   
   

 595,516

 

 602,452

 

1,787,027

 

1,740,764

 

Operating costs and expenses

                 

     Operating

 

348,776

 

340,733

 

1,033,509

 

953,031

 

     Selling, general and administrative

144,954

 

131,206

 

444,278

 

405,332

 

     Depreciation of property, plant

               

        and equipment

 

34,765

 

30,019

 

105,264

 

87,043

 

     Amortization of goodwill and

                 

        other Intangibles

 

  20,068

 

  15,937

 

   57,185

 

   45,430

 
   

 548,563

 

 517,895

 

1,640,236

 

1,490,836

 
                   

Income from operations

 

46,953

 

84,557

 

146,791

 

249,928

 
                   

Other income (expense)

                 

     Equity in losses of affiliates, net

(5,535

)

(8,890

)

(24,636

)

(29,666

)

     Interest income

 

226

 

228

 

1,597

 

726

 

     Interest expense

 

(11,861

)

(14,617

)

(39,726

)

(39,757

)

     Other, net

 

(25,365

)

    238

 

  272,688

 

   (5,169

)

                   

Income before income taxes

 

   4,418

 

 61,516

 

  356,714

 

  176,062

 
                   

Provision for income taxes

 

   2,850

 

  28,000

 

  141,600

 

   77,300

 
                   

Net income

 

1,568

 

33,516

 

215,114

 

98,762

 
                   

Redeemable preferred stock dividends

 

   (263

)

   (263

)

  (1,052

)

   (1,026

)

                   

Net income available for common shares

  $1,305

  $ 33,253
  $ 214,062
  $ 97,736
 
                   

Basic earnings per common share

  $ 0.14

  $   3.52

  $22.57

  $   10.35

 
                 

Diluted earnings per common share

  $ 0.14

  $   3.51
  $ 22.53

  $   10.33
 
                   

Dividends declared per common share

  $ 1.40

  $   1.35

  $  5.60

  $     5.40

 
                   

Basic average number of common      shares outstanding

 

9,489

 

9,448

 

9,484

 

9,443

 
                   

Diluted average number of common      shares outstanding

 

9,502

 

9,463

 

9,500

 

9,459

 


4.

The Washington Post Company
Condensed Consolidated Statements of Comprehensive Income (Unaudited)

    Thirteen Weeks Ended   Thirty-nine Weeks Ended  
                   
    September 30,   October 1,   September 30,   October 1,  
(In thousands)   2001   2000   2001   2000  
                   

Net income

 

$  1,568

 

$ 33,516

 

$215,114

 

$ 98,762

 

 

                   

Other comprehensive income (loss)

                   

     Foreign currency translation adjustment

 

(423

)

(2,266

)

 (3,799

)

(3,445

)

     Change in unrealized gain on

                   

        available-for-sale securities

(3,439

)

30,296

 

 (2,067

)

1,876

 

     Less:  reclassification adjustment

                   

        for realized gains included in

                 

        net income

 

     24

 

      -

 

  3,238

 

  (197

)

   

(3,838

)

28,030

 

(2,628

)

(1,766

)

                     

Income tax benefit (expense) related

                   

     to other comprehensive loss

 

  1,333

 

(11,757

)

   (513

)

   (564

)

   

 (2,505

)

 16,273

 

 (3,141

)

  (2,330

)

                     

Comprehensive income

  $  (937

)

$ 49,789

  $211,973

  $ 96,432

 


5.

The Washington Post Company
Condensed Consolidated Balance Sheets

 
September 30,
2001
(unaudited)
     
    December 31,  
(In thousands)   2000  

Assets

       
         

Current assets

       

     Cash and cash equivalents

$   

23,848  

$  

20,345  

     Investments in marketable equity securities

11,491

 

10,948

 

     Accounts receivable, net

306,923

 

306,016

 

     Federal and state income taxes receivable

-

 

12,370

 

     Inventories

24,259

 

15,178

 

     Other current assets

   41,376

 

     40,210

 

     

407,897

 

405,067

 
         

Property, plant and equipment

       

     Buildings

264,642

 

263,311

 

     Machinery, equipment and fixtures

1,391,652

 

1,217,282

 

     Leasehold improvements

   77,856

 

     70,706

 

     

1,734,150

 

1,551,299

 

     Less accumulated depreciation

 (769,273

)

(736,781

)

     

964,877

 

814,518

 

     Land

38,301

 

38,000

 

     Construction in progress

  77,472

 

     74,543

 

     

1,080,650

 

927,061

 
         

Investments in marketable equity securities

207,319

 

210,189

 

Investments in affiliates

103,305

 

131,629

 

Goodwill and other intangibles,

       

     less accumulated amortization

1,227,085

 

1,007,720

 

Prepaid pension cost

439,570

 

374,084

 

Deferred charges and other assets

  126,207

 

    144,993

 

    

$3,592,033
  $3,200,743
 
         

Liabilities and Shareholders' Equity

       
         

Current liabilities

       

     Accounts payable and accrued liabilities

$  304,116

 

$  273,076

 

     Income taxes payable

3,003

 

 

     Deferred subscription revenue

81,552

 

85,721

 

     Dividends declared

13,540

 

 

     Short-term borrowings

  50,000

 

    50,000

 

     

452,211

 

408,797

 
         

Post retirement benefits other than pensions

128,706

 

128,764

 

Other liabilities

221,907

 

178,029

 

Deferred income taxes

202,381

 

117,731

 

Long-term debt

  921,108

 

     873,267

 

     

1,926,313

 

 1,706,588

 
         

Redeemable preferred stock

    13,132

 

   13,148

 
         

Common shareholders' equity

       

     Common stock

20,000

 

20,000

 

     Capital in excess of par value

137,755

 

128,159

 

     Retained earnings

3,015,079

 

2,854,122

 

     Accumulated other comprehensive income (losses)

       

        Cumulative foreign currency translation

       

          adjustment

(10,373

)

(6,574

)

       Unrealized gain on available-for-sale

       

          securities

14,160

 

13,502

 

     Cost of Class B common stock held in treasury

(1,524,033

)

(1,528,202

)

     

 1,652,588

 

1,481,007

 
  $3,592,033
  $3,200,743
 

6.

The Washington Post Company
Condensed Consolidated Statements of Cash Flows (Unaudited)

Thirty-nine Weeks Ended
         
September 30,
2001
October 1,
2000
         

Cash flows from operating activities:

       

     Net income

$215,114

 

$98,762

 

     Adjustments to reconcile net income to net cash

       

       provided by operating activities:

       

         Depreciation of property, plant and equipment

105,264

 

87,043

 

         Amortization of goodwill and other intangibles

57,185

 

45,430

 

         Net pension benefit

(60,269

)

(45,000

)

         Gain from sale or exchange of certain businesses

(321,091

)

 

         Loss/(gain) on disposition of marketable

       

           equity securities

354

 

(4,900

)

         Investment write-downs

43,850

 

14,601

 

         Provision for deferred income taxes

84,207

 

26,222

 

         Equity in losses of affiliates, net of

       

           distributions

24,636

 

29,666

 

         Change in assets and liabilities:

       

           Decrease (increase) in accounts receivable, net

1,208

 

(31,263

)

           Increase in inventories

(8,607

)

(19,184

)

           Increase in accounts payable and

       

             accrued liabilities

30,307

 

27,174

 

           Decrease in income taxes receivable

12,370

 

20,037

 

           Increase in income taxes payable

2,477

 

 

           Decrease in other assets and other

       

             liabilities, net

52,188

 

25,939

 

       Other

 (5,100

)

(19,070

)

         

     Net cash provided by operating activities

 234,093

 

 255,457

 
         

Cash flows from investing activities:

       

     Purchases of property, plant and equipment

(167,500

)

(108,585

)

     Investments in certain businesses

(104,356

)

(197,061

)

     Net proceeds from sale of business

61,921

 

1,000

 

     Proceeds from sale of marketable securities

145

 

6,287

 

     Other investments

(32,787

)

 

     Other

     770

 

 (14,879

)

         

        Net cash used in investing activities

(241,807

)

(313,238

)

         

Cash flows from financing activities:

       

     Net issuance of commercial paper

48,037

 

47,306

 

     Dividends paid

(40,616

)

(39,006

)

     Common shares repurchased

(445

)

(253

)

     Proceeds from exercise of stock options

   4,241

 

   4,014

 
         

        Net cash provided by financing activities

   11,217

 

  12,061

 
         

Net increase (decrease) in cash and cash equivalents

3,503

 

(45,720

)

         

Beginning cash and cash equivalents

  20,345

 

  75,479

 
         

Ending cash and cash equivalents

$ 23,848

  $  29,759

 

7.

The Washington Post Company
Notes to Condensed Consolidated Financial Statements (Unaudited)

Results of operations, when examined on a quarterly basis, reflect the seasonality of advertising that affects the newspaper, magazine and broadcasting operations. Advertising revenues in the second and fourth quarters are typically higher than first and third quarter revenues. All adjustments reflected in the interim financial statements are of a normal recurring nature.

Note 1: Acquisitions, Exchanges and Dispositions

During the first nine months of 2001, the company spent approximately $104.4 million on business acquisitions and exchanges, which principally included the purchase of Southern Maryland Newspapers, a division of Chesapeake Publishing Corporation, and amounts paid as part of a cable system exchange with AT&T Broadband.

Southern Maryland Newspapers publishes the Maryland Independent in Charles County, Maryland; the Lexington Park Enterprise in St. Mary's County, Maryland; and the Recorder in Calvert County, Maryland. The acquired newspapers have a combined total paid circulation of approximately 50,000.

The cable system exchange with AT&T Broadband was completed on March 1, 2001 and consisted of the exchange by the company of its cable systems in Modesto and Santa Rosa, California, and approximately $42.0 million to AT&T Broadband for cable systems serving approximately 155,000 subscribers principally located in Idaho. In a related transaction on January 12, 2001, the Company completed the sale of a cable system serving about 15,000 subscribers in Greenwood, Indiana for $61.9 million.

The company also acquired a provider of CFA exam preparation services and a company which provides pre-certification training for real estate, insurance and securities professionals during the first nine months of 2001.

The gain resulting from the cable system sale and exchange transactions, which is included in "Other, net" in the Condensed Consolidated Statements of Income, increased net income by $196.5 million, or $20.70 per share. For income tax purposes, a substantial component of the cable system sale and exchange transactions qualify as like-kind exchanges and therefore, a large portion of these transactions do not result in a current tax liability.

During the first nine months of 2000, the company acquired Quest Education Corporation (on August 2, 2000) for approximately $177.7 million, including assumed debt and related acquisition expenses, and two cable systems serving approximately 8,500 subscribers in South Sioux City, NE (in June 2000) and Diamondhead, MS (in August 2000) for approximately $16.2 million.

The acquisition of Quest Education Corporation (Quest) was completed through an all cash tender offer in which the company purchased substantially all the outstanding stock of Quest for $18.35 per share. The acquisition was financed through the issuance of additional short-term borrowings. The operating results of Quest from the date of acquisition have been included in the Education segment.

Quest, headquartered in Atlanta, Ga., is a leading provider of post-secondary education, currently serving more than 13,400 students in 30 schools located in 11 states. Quest's schools offer bachelor degrees, associate degrees, and diploma programs designed to provide students with the knowledge and skills necessary to qualify them for entry-level employment, primarily in the fields of health care, business and information technology.

There were no business dispositions during the first nine months of 2000.

Note 2:  Investments in Marketable Securities.


8.

Investments in marketable equity securities at September 30, 2001 and December 31, 2000 consist of the following (in thousands):

 

         September 30,

December 31,
    2001

2000

   
 

Total cost

$195,661

$199,159

Gross unrealized gains

   23,149

  21,978

Total fair value

$218,810

$221,137

   
 

During the first nine months of 2001, proceeds from sales of marketable equity securities were $0.1 million. Gross realized losses on such sales were $0.4 million. During the first nine months of 2000, proceeds from sales of marketable equity securities were $6.3 million. Gross realized gains on such sales were $4.9 million. Gross realized gains upon the sale of marketable equity securities are included in "Other, net" in the Condensed Consolidated Statements of Income.

At September 30, 2001 and December 31, 2000, the carrying value of the Company's cost method investments was $40.9 million and $48.6 million, respectively. During the third quarter and first nine months of 2001, the Company invested $4.0 million and $11.7 million, respectively, in companies constituting cost method investments; during the third quarter and first nine months of 2000, the Company invested $6.0 million and $32.4 million in such companies. The Company recorded charges of $8.6 million and $22.8 million during the third quarter and first nine months of 2001, respectively, to write-down certain of its cost method investments to estimated fair value; for the same periods of 2000, the Company recorded charges of $2.0 million and $10.1 million, respectively.

Note 3: Borrowings

At September 30, 2001, the Company had $971.1 million in total debt outstanding, which was comprised of $573.0 million of commercial paper borrowings and $398.1 million of 5.5 percent unsecured notes due February 15, 2009. At September 30, 2001, the Company has classified $523.0 million of its commercial paper borrowings as long-term debt in the Condensed Consolidated Balance Sheet as the Company has the ability and intent to finance such borrowings on a long-term basis.

During the third quarter and first nine months of 2001, the Company had average borrowings outstanding of approximately $995.9 million and $973.4 million, respectively, at average annual interest rates of approximately 4.5 percent and 5.1 percent, respectively. During the third quarter and first nine months of 2000, the Company had average borrowings outstanding of approximately $883.2 million and $845.3 million, respectively, at average annual interest rates of approximately 6.4 percent and 6.0 percent, respectively.

During the third quarter and first nine months of 2001, the Company incurred net interest expense on borrowings of $11.6 million and $38.1 million, respectively; for the same periods of 2000, the Company incurred interest expense on borrowings of $14.4 million and $39.0 million, respectively.

Note 4: Business Segments.

The following table summarizes financial information related to each of the company's business segments. The 2001 and 2000 asset information is as of September 30, 2001 and December 31, 2000.


9.

Third Quarter Period
(in thousands)
                           
                           

2001

 

Newspaper Publishing

 

Television Broadcasting

Magazine Publishing

Cable
Television

 


Education

 

Corporate
Office

 


Consolidated

 

Operating revenues

 

$199,946

 

$ 68,191

$101,546

$ 98,674

 

$127,159

 

$      -

 

$  595,516

 

Income (loss) from

                         

  operations

 

$ 11,574

 

$ 22,329

$  9,430

$  8,037

 

$    760

 

$ (5,177

)

$   46,953

 

Equity in losses of

                         

  affiliates

                     

(5,535

)

Interest expense, net

                     

(11,635

)

Other expense, net

                     

   (25,365

)

Income before income

                         

  taxes

                      $   4,418

 
                           

Depreciation expense

 

$  8,911

 

$  2,933

$  1,160

$   16,886

 

$  4,875

 

$      -

 

$   34,765

 

Amortization expense

 

$    691

 

$  3,534

$  1,667

$   10,229

 

$  3,947

 

$      -

 

$   20,068

 

Pension credit (expense)

 

$  6,808

 

$  1,565

$ 11,246

$     (152

)

$   (170

)

$      -

 

$   19,297

 
                           

Identifiable assets

 

$712,783

 

$410,205

$483,138

$1,109,470

 

$487,435

 

$ 66,887

 

$3,269,918

 

Investments in
  marketable equity

                         

  securities

                     

218,810

 

Investments in

                         

  affiliates

                     

  103,305

 
                           

 Total assets

                      $3,592,033

 

 

                           

2000

 

Newspaper
Publishing

 

Television
Broadcasting

Magazine Publishing

Cable
Television

 


Education

 

Corporate
Office

 


Consolidated

 

Operating revenues

 

$227,634

 

$ 88,857

$95,911

$ 90,622

 

$ 99,428

 

$      -

 

$  602,452

 

Income (loss) from

                         

  operations

 

$ 34,994

 

$ 41,906

$  4,577

$ 15,923

 

$ (6,668

)

$ (6,175

)

$   84,557

 

Equity in losses of

                         

  affiliates

                     

(8,890

)

Interest expense, net

                     

(14,389

)

Other income, net

                     


      238

 

Income before income

                         

  taxes

                      $    61,516

 
                           

Depreciation expense

 

$  9,683

 

$  3,335

$  1,270

$   11,945

 

$  3,786

 

$      -

 

$   30,019

 

Amortization expense

 

$    389

 

$  3,534

$  1,697

$    7,401

 

$  2,916

 

$      -

 

$   15,937

 

Pension credit (expense)

 

$   4,572

 

$  1,346

$ 9,001

$     (170

)

$   (172

)

$      -

 

$   14,577

 
                           

Identifiable assets

 

$684,908

 

$430,444

$452,453

$ 757,083

 

$482,014

 

$ 41,075

 

$2,847,977

 

Investments in

  marketable equity

                         

  securities

                     

221,137

 

Investments in

                         

  affiliates

                     

  131,629

 
                           

 Total assets

                      $3,200,743

 

Nine Month Period
(in thousands)
                           
                           

2001

 

Newspaper Publishing

 

Television Broadcasting

Magazine Publishing

Cable
Television

 


Education

 

Corporate
Office

 


Consolidated

 

Operating revenues

 

$630,965

 

$ 226,046

$227,610

$ 284,303

 

$ 368,103

 

$      -

 

$  1,787,027

 

Income (loss) from

                         

  operations

 

$ 60,981

 

$ 88,688

$  15,450

$ 21,118

 

$ (20,994

)

$ (18,452

)

$   146,791

 

Equity in losses of

                         

  affiliates

                     

(24,636

)

Interest expense, net

                     

(38,129

)

Other income, net

                     


      272,688

 

Income before income

                         

  taxes

                     

$    356,714


 
                           

Depreciation expense

 

$  28,438

 

$  8,791

$  3,597

$   50,031

 

$  14,407

 

$      -

 

$   105,264

 

Amortization expense

 

$      1,885

 

$  10,601

$  5,002

$    28,167

 

$  11,530

 

$      -

 

$   57,185

 

Pension credit (expense)

 

$   21,054

 

$  4,891

$ 34,078

$     (458

)

$   (512

)

$      -

 

$   59,053

 
                           


10.

                           
                           

2000

 

Newspaper Publishing

 

Television
Broadcasting

Magazine Publishing

Cable
Television

 


Education

 

Corporate
Office

 


Consolidated

 

Operating revenues

 

$680,448

 

$ 257,017

$296,225

$266,813

 

$ 240,261

 

$      -

 

$ 1,740,764

 

Income (loss) from

                         

  operations

 

$108,456

 

$ 117,050

$ 28,012

$ 46,652

 

$ (32,650

)

$(17,592

)

$  249,928

 

Equity in losses of

                         

  affiliates

                     

(29,666

)

Interest expense, net

                     

(39,031

)

Other income, net

                     


    (5,169


)

Income before

                         

  income taxes

                      $   176,062

 
                           

Depreciation expense

 

$ 28,739

 

$  9,676

$  3,847

$   35,525

 

$  9,256

 

$      -

 

$    87,043

 

Amortization expense

 

$  1,170

 

$ 10,601

$  5,091

$   22,204

 

$  6,364

 

$      -

 

$    45,430

 

Pension credit (expense)

 

$ 13,715

 

$  4,037

$ 27,004

$     (510

)

$    (516

)

$      -

 

$    43,730

 


Newspaper publishing includes the publication of newspapers in the Washington, D.C. area (The Washington Post and the Gazette community newspapers, and effective March 1, 2001 Southern Maryland newspapers) and Everett, Washington (The Everett Herald). This business division also includes newsprint warehousing, recycling operations and the company's electronic media publishing business (primarily washingtonpost.com).

Television broadcasting operations are conducted through six VHF, network-affiliated television stations serving the Detroit, Houston, Miami, San Antonio, Orlando and Jacksonville television markets.

The magazine publishing division consists of the publication of a weekly news magazine, Newsweek, which has one domestic and three international editions, the publication of Arthur Frommer's Budget Travel, and the publication of business periodicals for the computer services industry and the Washington-area technology community.

Cable television operations consist of cable systems offering basic cable and pay television services to approximately 753,000 subscribers in midwestern, western, and southern states.

Educational products and services are provided through the company's wholly-owned subsidiary Kaplan, Inc. Kaplan's five major lines of businesses include Test Preparation and Admissions, providing test preparation services for college and graduate school entrance exams; Quest Education Corporation, a provider of post-secondary education offering Bachelor's degrees, Associate's degrees and diploma programs primarily in the fields of healthcare, business and information technology; Kaplan Professional, providing education and career services to business people and other professionals; SCORE!, offering multi-media learning and private tutoring to children and educational resources to parents; and The Kaplan Colleges, Kaplan's distance learning business, including kaplancollege.com.

Corporate office includes the expenses of the company's corporate office.

Note 5: New Accounting Pronouncements

In July 2001, the Financial Accounting Standards Board issued Statements of Financial Accounting Standards (SFAS) No. 141, "Business Combinations," and No. 142, "Goodwill and Other Intangible Assets." The significant provisions of these statements and implications to the company are as follows:

SFAS No. 141 - "Business Combinations" supersedes Accounting Principles Board Opinion (APB) No. 16 and provides, among other provisions, that the purchase method of accounting be used for all business combinations initiated after June 30, 2001, and establishes specific criteria for the recognition of intangible assets separately from goodwill. The company adopted SFAS No. 141 effective June 30, 2001 and does not believe application of its requirements to


11.


prospective acquisitions will result in a significant change to how the company has historically accounted for its acquisitions.

SFAS No. 142 - "Goodwill and Other Intangible Assets" supersedes APB 17 and provides, among other provisions, that (1) goodwill and indefinite lived intangible assets will no longer be amortized, (2) goodwill will be tested for impairment at least annually at the reporting unit level, (3) intangible assets deemed to have an indefinite life will be tested for impairment at least annually, and (4) the amortization period of intangible assets with finite lives will no longer be limited to forty years. The company will adopt SFAS No. 142 effective in fiscal 2002 and presently estimates the application of its requirements will result in the cessation of most of the periodic charges presently being recorded from the amortization of goodwill and other intangible assets.


12.

Item 2.  Management’s Discussion and Analysis of Results of Operations and Financial Condition

This analysis should be read in conjunction with the consolidated financial statements and the notes thereto.

Revenues and expenses in the first and third quarters are customarily lower than those in the second and fourth quarters because of significant seasonal fluctuations in advertising volume. For that reason, the results of operations for each quarter are compared with those of the corresponding quarter in the preceding year.

Third Quarter Comparisons

Net income for the third quarter of 2001 was $1.6 million ($0.14 per share), down from net income of $33.5 million ($3.51 per share) in the third quarter of last year. The company's pre-tax income for the third quarter of 2001 includes write-downs of approximately $26 million to adjust several of the company's investments to their estimated fair values. Excluding these non-operating investment write-downs, net income for the third quarter of 2001 totaled $15.1 million, or $1.56 per share.

Revenue for the third quarter of 2001 was $595.5 million, down 1 percent from $602.5 million in 2000. Advertising revenue declined 18 percent compared to last year. Circulation and subscriber revenue and education revenue increased 18 percent and 28 percent, respectively.

The decline in advertising revenue is the result of continued softness in the advertising markets of the Company's largest advertising-based businesses. This already-soft advertising environment worsened for several weeks following the events of September 11. Approximately 30 percent of the decline in total advertising revenue is attributable to the decline in classified recruitment advertising at The Washington Post newspaper.

The 18 percent improvement in circulation and subscriber revenue is mostly attributable to a significant spike in Newsweek's newsstand sales in September on regular and special editions related to the September 11 terrorist attacks. Growth in subscriber revenue at Cable One, due to rate increases established to offset the rising cost of programming, as well as growth in basic subscribers as a result of acquisitions and cable system exchanges completed in the first quarter of 2001 also contributed to the increase.

Over half of the increase in education revenue is attributable to the acquisition of Quest Educational Corporation (Quest) in August 2000. The remaining improvement in education revenue is due mostly to revenue growth at Kaplan's traditional test preparation and Score! businesses.


13.

Costs and expenses for the third quarter of 2001 increased 6 percent to $548.6 million from $517.9 million in 2000. A substantial portion of the increase in costs and expenses is attributable to operating expenses of Quest (acquired in August 2000), with the remaining increase due to higher depreciation and amortization expense and higher stock-based compensation expense accruals at the education division.

The company's expenses for the third quarter were reduced by $19.7 million of pension credits, compared to $15.0 million for the same period of 2000.

Operating income for the third quarter decreased 44 percent to $47.0 million, from $84.6 million in 2000.

Newspaper Publishing. Newspaper publishing division revenue totaled $199.9 million for the third quarter of 2001, a decrease of 12 percent from revenue of $227.6 million in the third quarter of 2000. Division operating income for the third quarter declined 67 percent to $11.6 million, from $35.0 million in the third quarter of 2000. The decrease in operating income is due to a decline in print advertising, offset in part by higher online advertising revenues and cost control initiatives employed throughout the division.

Print advertising revenue at The Washington Post newspaper decreased 20 percent to $132.9 million for the third quarter of 2001, from $165.1 million in 2000. A volume decline of 48 percent in classified recruitment advertising caused a classified recruitment advertising revenue decline of 45 percent, due to the cyclical economic downturn. The economic environment surrounding most of the other advertising categories at the Post (i.e., retail, general, preprints) was also sluggish compared to the prior year. In these categories, rate increases only partially offset volume declines ranging from 7 to 33 percent. The soft advertising climate worsened for several weeks late in the third quarter of 2001 as the company experienced further reductions in advertising revenue and volumes following the events of September 11.

Revenue generated by the company's online publishing activities, primarily washingtonpost.com, totaled $7.7 million for the third quarter of 2001, an increase of 7 percent compared to the third quarter of 2000.

Television Broadcasting. Revenue for the television broadcasting division declined 23 percent in the third quarter of 2001 to $68.2 million, from $88.9 million in 2000. Excluding approximately $16 million in political and Olympics advertising in 2000, the decline in third quarter 2001 revenues was 6 percent, due largely to several days of commercial-free coverage following the events of September 11. A general softness in advertising (particularly national advertising) also adversely impacted comparisons for the third quarter of 2001.


14.

Operating income for the third quarter of 2001 decreased 47 percent to $22.3 million, from $41.9 million in 2000.

Magazine Publishing. Revenues for the magazine publishing division totaled $101.5 million for the third quarter of 2001, a 6 percent increase from $95.9 million for the third quarter of 2000. Operating income totaled $9.4 million for the third quarter of 2001, a 106 percent from the same period of the prior year. The increase in operating income is primarily attributable to a significant increase in newsstand circulation revenues on regular and special editions related to the September 11 terrorist attacks, offset by a 21 percent decrease in advertising revenue at Newsweek due to fewer advertising pages at both the domestic and international editions.

Cable Television. At the cable division, third quarter 2001 revenues of $98.7 million were 9 percent higher than 2000; division cash flow (operating income excluding depreciation and amortization expense) totaled $35.2 million for the third quarter of 2001 compared with $35.3 million for the third quarter of 2000.

Cable division operating income decreased 50 percent for the third quarter of 2001. The decline in operating income in due mostly to increased depreciation and amortization expense (which increased by $7.8 million over the third quarter of 2000), higher programming expense, and costs associated with the launch of digital cable services.

The increase in depreciation expense is due to capital spending, which is enabling the cable division to offer digital cable services to its subscribers. The cable division began its rollout plan for these services in the third quarter of 2000. At September 30, 2001, the cable division had approximately 172,000 digital cable subscribers, representing a 23 percent penetration of the subscriber base in the markets where digital services are offered. Digital services are currently offered in markets serving 90 percent of the cable division's subscriber base. The rollout plan for the new digital cable services includes an offer for the cable division's customers to obtain these services free for one year. Accordingly, management expects the benefits from these new services to show beginning in 2002 and thereafter.

At September 30, 2001, the cable division had 753,000 basic subscribers, compared to 735,700 at the end of September 2000. The increase in basic subscribers is largely attributable to a net gain in subscribers arising from the cable system exchange and sale transactions completed in the first quarter of 2001.

Education and Career Services. Excluding Quest Education(acquired in August 2000), education division revenue increased 16 percent to $90.3 million in the third quarter of 2001; the operating loss for the quarter


15.

improved from $7.7 million to $1.1 million. A summary of operating results for the third quarter of 2001 compared to 2000 is as follows (in thousands):

 

Third Quarter

         

% Better

 
 

2001

 

2000

 

(worse)

 

Revenue

 

    Test prep and professional training

$  71,489

 

$63,879

 

+12

 

    Quest post-secondary education*

36,894

 

21,634

 

+71

 

    New business development activities

18,776

 

13,915

 

+35

 
  $127,159

  $99,428

  +28

 
             
             
Operating income (loss)
 

    Test prep and professional training

$   12,523

 

$  10,778

 

+16

 

    Quest post-secondary education*

3,669

 

2,216

 

+66

 

    New business development activities

  (2,752

)

(12,826

)

+79

 

    Kaplan corporate overhead

(5,897

)

(2,421

)

(144

)

    Other**

(6,783

)

(4,415

)

(54

)

  $        760

  $ (6,668

)

+111

 

_________________________

*Quest was acquired in August 2000, therefore, 2000 results only include 2 months of activity for the third quarter.

**Other includes charges accrued for stock-based incentive compensation and amortization of goodwill and other intangibles.

The improvement in test preparation and professional training results for the third quarter is due mostly to higher enrollments, and to a lesser extent higher rates, at Kaplan's traditional test preparation business (particularly the GMAT and the LSAT prep course), and higher revenues and profits from Kaplan's CFA and real estate exam preparation courses.

New business development activities represent the results of Score! and Kaplan College (various distance learning businesses). The improvement in new development revenue is primarily attributable to Score!, with both increased enrollment from new learning centers opened (operated 147 centers at the end of the third quarter of 2001 versus 115 centers at the end of the same period in the prior year) and rate increases implemented early in 2001.

Corporate overhead represents unallocated expenses of Kaplan, Inc.'s corporate office, including expenses associated with the design and development of educational software that, if successfully completed, will benefit all of Kaplan's business units. The increase in this expense category in 2001 is principally due to increased spending for these internal software development initiatives.

Other expense is comprised of accrued charges for stock-based incentive compensation arising from a stock option plan established for certain members of Kaplan's management and amortization of goodwill and other intangibles. Under the stock-based incentive plan, the amount of


16.

compensation expense varies directly with the estimated fair value of Kaplan's common stock and the number of options outstanding. The increase in other expense for the third quarter of 2001 is mostly attributable to an increase in stock-based incentive compensation, which was primarily due to an increase in Kaplan's estimated value.

Equity in Earnings and Losses of Affiliates. The company's equity in losses of affiliates for the third quarter of 2001 was $5.5 million, compared to losses of $8.9 million for the third quarter of 2000. The company's affiliate investments consist of a 42 percent interest in BrassRing, Inc., a 50 percent interest in the International Herald Tribune, and a 49 percent interest in Bowater Mersey Paper Company Limited.

BrassRing accounted for approximately $8.1 million of the 2001 third quarter equity losses, compared to $9.8 million in equity losses for the same period of 2000.

Non-Operating Items. The company recorded other non-operating expense, net, of $25.4 million for the third quarter of 2001, compared to non-operating income, net, of $0.2 million for the third quarter of 2000. The 2001 non-operating expense includes investment write-downs of approximately $26 million to adjust several of the company's investments to their estimated fair values.

Net Interest Expense. The Company incurred net interest expense of $11.6 million for the third quarter of 2001, compared to $14.4 million for the same period of 2000. At September 30, 2001, the Company had $971.1 million in borrowings outstanding at an average interest rate of 4.2 percent.

Income taxes. The effective tax rate during the third quarter of 2001 was 64.5 percent, compared to 45.5 percent in 2000. The increase in the effective tax rate is principally due to the decline in pretax income.

Earnings Per Share. The calculation of diluted earnings per share for the third quarter of 2001 was based on 9,502,000 weighted average shares outstanding, compared to 9,463,000 for the third quarter of 2000. The company made no significant repurchases of its stock during the third quarter of 2001.

Nine Month Comparisons

For the first nine months of 2001, net income totaled $215.1 million ($22.53 per share), compared with net income of $98.8 million ($10.33 per share) for the same period of 2000. Excluding certain one-time non-operating transactions from the first nine months of 2001, principally net gains from the sale and exchange of certain cable systems and write-downs of investments, net income for the first nine


17.

months totaled $43.9 million, or $4.51 per share. Consistent with the company's results for the third quarter of 2001, the decrease in the company's nine-month earnings is primarily attributable to the decline in advertising revenue, increased depreciation and amortization expense, and higher stock-based compensation expense accruals at the education division. These factors were offset in part by increased operating income contributed from Quest Education, higher profits from Kaplan's test preparation and professional training businesses, reduced operating losses at Kaplan's new business development activities, and an increased pension credit.

Revenue for the first nine months of 2001 was $1,787.0 million, up 3 percent over revenue of $1,740.8 million for the first nine months of 2000. Advertising revenues declined 12 percent from the prior year and circulation and subscriber revenue increased 8 percent. Education revenues increased 53 percent and other operating revenues increased 14 percent, as compared to the first nine months of 2000. The decrease in advertising revenue is mostly attributable to a soft advertising environment at most of the company's advertising-based businesses. The improvement in circulation and subscriber revenues is attributable to an improvement in Cable One subscriber revenues, mainly due to rate increases and subscribers acquired in system exchange transactions completed in the first quarter of 2001 and increased Newsweek newsstand sales from regular and special editions related to the September 11 terrorist attacks. The increase in education revenues arose from acquisitions (principally Quest, acquired in August 2000), and to a lesser extent, growth in the test preparation and Score! businesses.

Costs and expenses for the first nine months of 2001 increased 10 percent to $1,640.2 million from $1,490.8 million in 2000. The increase in costs and expenses is the result of higher depreciation and amortization expense, and an increase in stock-based compensation at the education division, offset in part by increased pension credits and cost control initiatives employed throughout the company.

The company's expenses for the first nine months of 2001 were reduced by $60.3 million of pension credits, compared to $45.0 million during the first nine months of 2000.

Operating income declined 41 percent to $146.8 million, from $249.9 million in 2000.

Newspaper Publishing. Newspaper publishing division revenues of $631.0 million in the first nine months of 2001 were down 7 percent from the comparable period of 2000; division operating income for the first nine months of 2001 totaled $61.0 million, a 44 percent decrease from the prior year. The decrease in operating income for the first nine months is due to a decline in print advertising, offset in part by higher on-line advertising revenues and cost control initiatives employed throughout the division.


18.

Print advertising revenue at The Washington Post newspaper decreased 13 percent for the first nine months of 2001, with much of this decline due to a 40 percent volume decline in classified recruitment advertising which caused a classified recruitment advertising revenue decline of 36 percent due to the cyclical economic downturn.

For the first nine months of 2001, Post daily and Sunday circulation both declined 1 percent compared to the same period of the prior year. For the nine months ended September 30, 2001, average daily circulation at the Post totaled 758,000 and average Sunday circulation totaled 1,066,000.

Compared to the same period in the prior year, online advertising revenues for the first nine months of 2001 increased approximately 19 percent to $23.1 million.

Television Broadcasting. Revenue for the broadcast division totaled $226.0 million, 12 percent less than revenues for the first nine months of 2000; division operating income through the first nine months of 2001 totaled $88.7 million, a decline of 24 percent compared to the same period in 2000. The overall decrease in broadcast division operating results is due to a general softness in advertising, difficult comparisons from 2000 related to significant political and Olympics advertising and several days of commercial-free coverage following the events of September 11.

Magazine Publishing. Magazine division revenue totaled $277.6 million for the first nine months of 2001, a decrease of 6 percent from 2000. Magazine division operating income for the first nine months of 2001 totaled $15.5 million, a 45 percent decrease from 2000.

Softness in domestic and international advertising pages at Newsweek, offset in part by increased newsstand sales, a higher pension credit and reduced operating expenses, accounted for most of the 45 percent decline in the operating results for the first nine months of 2001.

Cable Television. Cable division revenue of $284.3 million increased 7 percent in the first nine months of 2001. Division cash flow (operating income excluding depreciation and amortization expense) of $99.3 million represents a 5 percent decline from 2000. The decline in cable division cash flow is mostly due to higher programming expense, costs associated with the launch of digital cable services, and comparatively lower cash flow margin subscribers acquired in the cable system exchanges completed in the first quarter of 2001.

Cable division operating income decreased 55 percent for the first nine months of 2001 compared to the same period of 2000. The decrease in operating income is mostly due to higher depreciation and


19.

amortization expense, which increased by $20.5 million for the first nine months of 2001. Higher programming expense and costs associated with the launch of digital services also contributed to the decline in operating income.

Education and Career Services. Excluding Quest Education (acquired in August 2000), the education division's nine-month revenue for 2001 grew 18 percent to $258.9 million and operating losses were reduced from $33.6 million to $26.6 million. A summary of operating results for the first nine months of 2001 compared to 2000 is as follows (in thousands):

 

YTD

         

% Better

 
 

2001

 

2000

 

 (worse)

 

Revenue

 

     Test prep and professional training

$207,462

 

$181,122

 

+15

 

     Quest post-secondary education*

109,197

 

21,634

 

+405

 

     New business development activities

51,444

 

37,505

 

+37

 
  $368,103

  $240,261

  +53

 
             
             
Operating income (loss)
 

     Test prep and professional training

$   31,104

 

$  20,191

 

+54

 

     Quest post-secondary education*

11,241

 

2,216

 

+407

 

     New business development activities

  (18,202

)

(37,273

)

+51

 

     Kaplan corporate overhead

(14,807

)

(6,920

)

(114

)

     Other**

(30,330

)

(10,864

)

(179

)

  $    (20,994

) $ (32,650

)

+36

 

_________________________

*Quest was acquired in August 2000, therefore, 2000 results only include 2 months of activity for the year-to-date.

**Other includes charges accrued for stock-based incentive compensation and amortization of goodwill and other intangibles.

The improvement in test preparation and professional training results for the first nine months of 2001 is due mostly to higher enrollments, and to a lesser extent higher rates, at Kaplan's traditional test preparation business (particularly the GMAT and the LSAT prep course), and higher revenues and profits from Kaplan's CFA and real estate exam preparation services.

The increase in new business development revenue is due mostly to Score!, with both increased enrollment from new learning centers opened and rate increases implemented in early 2001. The decline in new business development operating losses is due to improved operating performance of Score! and significantly reduced spending for eScore.com.

Growth in Kaplan's corporate overhead is mostly due to increased expenses associated with the design and development of educational software that, if successfully completed, will benefit all of Kaplan's business units. The increase in other expense is due to higher stock-based compensation accruals, with the increase in such accruals largely due to an increase in Kaplan's estimated value.


20.

Equity in Losses of Affiliates. For the first nine months of 2001, the company's equity in losses of affiliates totaled $24.6 million, compared to losses of $29.7 million for the same period in 2000.

BrassRing accounted for approximately $30.6 million of the 2001 equity losses, compared to $28.1 million in equity losses for the same period of 2000.

Non-Operating Items. The company recorded other non-operating income, net, of $272.7 million for the first nine months of 2001, compared to non-operating expense, net, of $5.2 million for the same period of 2000. The 2001 non-operating income is comprised mostly of gains arising from the sale and exchange of certain cable systems completed in January and March 2001. Offsetting these gains were losses from the write-down of a non-operating parcel of land and certain investments to their estimated fair value.

Net Interest Expense. Through the first nine months of 2001, the company incurred net interest expense of $38.1 million, compared to $39.0 million for the same period of 2000.

Income Taxes. The effective tax rate during the first nine months of 2001 was 39.7 percent compared to 43.9 percent in 2000. Excluding the effect of the cable gain transactions, the Company's effective tax rate approximated 47.8 percent for the first nine months of 2001, with the increase in the rate due mostly to the decline in pretax income.

Earnings Per Share. The calculation of diluted earnings per share for the first nine months of 2001 was based on 9,500,000 weighted average shares outstanding, compared to 9,459,000 for the first nine months of 2000. The company made no significant repurchases of its stock during the first nine months of 2001.

Financial Condition: Capital Resources and Liquidity

Acquisitions. During the first nine months of 2001, the company spent approximately $104.4 million on business acquisitions and exchanges, which principally included the purchase of Southern Maryland Newspapers, a division of Chesapeake Publishing Corporation, and amounts paid as part of a cable system exchange with AT&T Broadband. The Company also acquired a provider of CFA exam preparation services and a company which provides pre-certification training for real estate, insurance and securities professionals.

Southern Maryland Newspapers publishes the Maryland Independent in Charles County, Maryland; the Lexington Park Enterprise in St. Mary's County, Maryland; and the Recorder in Calvert County, Maryland. The


21.


acquired newspapers have a combined total paid circulation of approximately 50,000.

The cable system exchange with AT&T Broadband was completed on March 1, 2001 and consisted of the exchange by the company of its cable systems in Modesto and Santa Rosa, California, and approximately $42.0 million to AT&T Broadband for cable systems serving approximately 155,000 subscribers principally located in Idaho. In a related transaction on January 12, 2001, the Company completed the sale of a cable system serving about 15,000 subscribers in Greenwood, Indiana for $61.9 million.

For income tax purposes, a substantial component of the cable system sale and exchange transactions qualify as like-kind exchanges and therefore, a large portion of these transactions do not result in a current tax liability.

Capital Expenditures. During the first nine months of 2001, the company's capital expenditures totaled approximately $167.5 million, the most significant portion of which related to plant upgrades at the company's cable subsidiary. The company anticipates it will spend approximately $233 million throughout 2001 for property and equipment. Approximately two-thirds of this spending is earmarked for the cable division in connection with the rollout of new digital and cable modem services. If the rate of customer acceptance for these new services is slower than anticipated, then the Company will consider slowing its capital expenditures in this area to a level consistent with demand.

Liquidity. Throughout the first nine months of 2001 the Company's borrowings, net of repayments, increased by $47.8 million, with the net increase primarily due to amounts spent for acquisitions and capital improvements.

At September 30, 2001, the Company had $971.1 million in total debt outstanding, which was comprised of $573.0 million of commercial paper borrowings and $398.1 million of 5.5 percent unsecured notes due February 15, 2009. The Company has classified $523.0 million of its commercial paper borrowings as long-term debt in it Condensed Consolidated Balance Sheets as the Company has the ability and intent to finance such borrowings on a long-term basis.

During the first nine months of 2001, the company had average borrowings outstanding of approximately $973.4 million at an average annual interest rate of 5.1 percent.

The company expects to fund its estimated capital needs primarily through internally generated funds, and to a lesser extent, commercial paper borrowings. In management's opinion, the company will have ample liquidity to meet its various cash needs throughout 2001.


22.

Forward-Looking Statements

All public statements made by the company and its representatives which are not statements of historical fact, including certain statements in this quarterly report, are "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are subject to certain risks and uncertainties that could cause actual results and achievements to differ materially from those expressed in the forward-looking statements. These risks and uncertainties include: changes in prevailing economic conditions, particularly in the specific geographic and other markets served by the company; actions of competitors; changes in customer preferences; changes in communications and broadcast technologies; and the effects of changing cost or availability of raw materials, including changes in the cost or availability of newsprint and magazine body paper. They also include other risks detailed from time to time in the company's publicly-filed documents, including the company's Annual Report on Form 10-K for the period ended December 31, 2000.


23.

PART II - OTHER INFORMATION

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

   (a)   The following documents are filed as exhibits to this report:

Exhibit   Number

  Description
     
3.1  

Certificate of Incorporation of the Company as amended through May 12, 1998, and the Certificate of Designation for the Company’s Series A Preferred Stock filed January 22, 1996 (incorporated by reference to Exhibit 3.1 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 1995).

     
3.2  

By-Laws of the Company as amended through September 9, 1993 (incorporated by reference to Exhibit 3 to the Company’s Quarterly Report on Form 10-Q for the quarter ended October 3, 1993).

     
4.1  

Credit Agreement dated as of March 17, 1998 among the Company, Citibank, N.A., Wachovia Bank of Georgia, N.A., and the other Lenders named therein (incorporated by reference to Exhibit 4.1 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 28, 1997).

     
4.2  

Form of the Company’s 5.50% Notes due February 15, 2009, issued under the Indenture dated as of February 17, 1999, between the Company and The First National Bank of Chicago, as Trustee (incorporated by reference to Exhibit 4.2 to the Company’s Annual Report on Form 10-K for the fiscal year ended January 3, 1999). 

     
4.3  

Indenture dated as of February 17, 1999, between the Company and The First National Bank of Chicago, as Trustee (incorporated by reference to Exhibit 4.3 to the Company’s Annual Report on Form 10-K for the fiscal year ended January 3, 1999).

     
4.4  

364-Day Credit Agreement dated as of September 20, 2000, among the company, Citibank, N.A., SunTrust Bank and The Chase Manhattan Bank (incorporated by reference to Exhibit 4.4 to the Company's Quarterly Report on Form 10-Q for the quarter ended October 1, 2000).

     
4.5   Amendment dated as of September 19, 2001, to the 364-Day Credit Agreement dated as of September 20, 2000, among the Company, Citibank, N.A., SunTrust Bank and The Chase Manhattan Bank.
     
10.1   The Washington Post Company Stock Option Plan as amended and restated effective March 12, 1998 (corrected copy) (incorporated by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q for the quarter ended April 1, 2001).
     
11  

Calculation of Earnings per Share of Common Stock.

     
    (b)   No reports on Form 8-K were filed during the period covered by this report.
     


24.


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.

 
           
       

THE WASHINGTON POST COMPANY
(Registrant)

 
           
Date: November 9, 2001    
/s/ Donald E. Graham
 
 
   
 
       

Donald E. Graham, Chairman & Chief Executive Officer
(Principal Executive Officer)

 
           
           
Date: November 9, 2001    
/s/ John B. Morse, Jr.
 
 
   
 
        John B. Morse, Jr., Vice President-Finance
(Principal Financial Officer)