_ _

 

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 

Form 10-K

 

 

Commission File No. 1-14164

 

SUN-TIMES MEDIA GROUP, INC.

(Exact name of registrant as specified in its charter)

 

 

Registrant’s telephone number, including area code
(312) 321-2299

 

Securities registered pursuant to Section 12(b) of the Act:

 

 

Securities registered pursuant to Section 12(g) of the Act:
None

 

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.  Yes o     No þ

 

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.  Yes o     No þ

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months and (2) has been subject to such filing requirements for the past 90 days.  Yes þ     No o

 

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.  o

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act.

Large Accelerated Filer þ     Accelerated Filer o     Non-accelerated Filer o

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).  Yes o     No þ

 

As of June 30, 2006, the aggregate market value of Class A Common Stock held by non-affiliates was approximately $537,758,059 determined using the closing price per share of $8.03, as reported on the New York Stock Exchange. As of such date, non-affiliates held no shares of Class B Common Stock. There is no active market for the Class B Common Stock.

 

The number of outstanding shares of each class of the registrant’s common stock as of February 28, 2007 was as follows: 65,237,397 shares of Class A Common Stock and 14,990,000 shares of Class B Common Stock.

 

DOCUMENTS INCORPORATED BY REFERENCE

 

Part III incorporates information from certain portions of the registrant’s definitive proxy statement for the 2007 annual meeting of stockholders to be filed with the Securities and Exchange Commission within 120 days after the close of the fiscal year.

 

 

TABLE OF CONTENTS

 

SUN-TIMES MEDIA GROUP, INC.

 

2006 FORM 10-K

 

FORWARD-LOOKING STATEMENTS

 

This annual report on Form 10-K (“2006 10-K”) of Sun-Times Media Group, Inc. (f/k/a Hollinger International, Inc.) and subsidiaries (collectively, the “Company”) contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, Section 21E of the Securities Exchange Act of 1934 as amended (the “Exchange Act”) and the Private Securities Litigation Reform Act of 1995, that involve a number of risks and uncertainties. These statements relate to future events or the Company’s future financial performance with respect to its financial condition, results of operations, business plans and strategies, operating efficiencies, competitive positions, growth opportunities, plans and objectives of management, capital expenditures, growth and other matters. These statements involve known and unknown risks, uncertainties and other factors that may cause the actual results, levels of activity, performance or achievements of the Company or the newspaper industry to be materially different from those expressed or implied by any forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as “may,” “will,” “could,” “would,” “should,” “expect,” “plan,” “anticipate,” “intend,” “believe,” “estimate,” “predict,” “potential,” “seek,” or “continue” or the negative of those terms or other comparable terminology. These statements are only predictions and such expectations may prove to be incorrect. Some of the things that could cause the Company’s actual results to differ substantially from its current expectations are:

 

 

All forward-looking statements speak only as of the date of this 2006 10-K or, in the case of any document incorporated by reference, the date of that document, and the Company does not undertake any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. All of the forward-looking statements are qualified in their entirety by reference to the factors discussed under the caption “Risk Factors.”

 

The Company operates in a continually changing business environment, and new risks emerge from time to time. Management cannot predict such new risks, nor can it assess either the impact, if any, of such risks on the Company’s businesses or the extent to which any risk or combination of risks may cause actual results to differ materially from those projected in any forward-looking statements. In light of these risks, uncertainties and assumptions, it should be kept in mind that future events or conditions described in any forward-looking statement made in this 2006 10-K might not occur. We assume no obligation to update any forward-looking statements after the date of this report as a result of new information, future events or developments, except as required by federal securities law.

 

EXPLANATORY NOTE

 

On February 26, 2007 a special committee of independent directors, initially formed on June 13, 2003 for other purposes (the “Special Committee”), delivered its report on an investigation it conducted on the Company’s historical stock option granting practices. The Special Committee conducted a review of the Company’s historical stock option grants including an assessment and review of available internal records, supporting documentation and communications as well as interviews with former members of the committee of directors established to approve stock option grants under the Company’s stock option plans (the “Stock Option Committee”). The Special Committee was unable to interview any officers or employees involved in the option granting process as none of these individuals are currently employed by the Company and litigation is in progress between the Company and such individuals. See Note 22(a) to the consolidated financial statements. The Special Committee determined that certain options granted during 1999, 2000, 2001 and 2002 were issued with prices at the originally stated grant dates that were lower than the prices on the most likely measurement dates.

 

For certain grants, the most likely measurement date was determined by the Company based on best available evidence and certain judgment in evaluating the evidence. The most likely measurement dates determined by the Company generally correspond to dates of Board of Directors meetings, shortly following such meetings or clear evidence of the date unanimous written consents were received from members of the Stock Option Committee. The most likely measurement dates also fall in the calendar month prior to filings of Form 4 ownership forms by relevant officers. For the grant in 2000, the most likely measurement date preceded the originally stated grant date. The most likely measurement date was subsequent to the originally stated measurement date for the grants in 1999, 2001 and 2002. Using the most likely measurement date, the Company has determined that $5.6 million of incremental stock-based compensation would have been recognized for the years 1999 through 2005. The Company also estimated the impact on stock-based compensation expense had the likely measurement date been determined to be at the highest average stock price within 60 days of the originally stated grant date (which the Company believes represents the reasonably possible range of measurement dates). Such a determination would have increased the restated cumulative stock-based compensation expense by approximately $2.6 million.

 

As a result of the investigation, the Company determined that stock-based compensation expense, included in “Corporate expenses” in the Consolidated Statements of Operations, was misstated in its previously issued financial statements. On February 28, 2007, the Audit Committee of the Board of Directors of the Company, after reviewing all factors it deemed relevant, including the quantitative and qualitative effect of the errors and resulting misstatement to the Company’s historical results, determined that the Company should restate its financial statements to correct such errors.

 

The Company has restated its Consolidated Balance Sheet as of December 31, 2005 and its Consolidated Statements of Operations, for the years ended December 31, 2005 and 2004 due to the correction of the accounting errors in prior periods. The Company has also restated financial information for the years ended December 31, 2003 and 2002 included under Item 6 “— Selected Financial Data.” The impact on the Company’s previously issued interim financial statements for 2005 is not considered material and the correction has been recognized in the fourth quarter of 2005. The Company has not amended and does not intend to amend any of its previously filed annual reports on Form 10-K or interim reports on Form 10-Q for the periods affected by the restatement or adjustments.

 

For the grant in 2000, the stock price on the originally stated grant date was lower than that on the most likely measurement date, which preceded the originally stated grant date, effectively constituting a modification of the option price. This grant has been reflected in the restated consolidated financial statements as a variable stock

option award. For the grants in 1999, 2001 and 2002, the intrinsic value of the grants calculated on the most likely measurement dates have been amortized to expense over the vesting periods of the awards in the restated consolidated financial statements. The consolidated financial statements for all periods presented reflect the impact of the reclassifications as described in Note 1(r) to the consolidated financial statements and have been revised to give effect to discontinued operations treatment, resulting from the sale of certain operations as described in Note 3 to the consolidated financial statements.

 

The net incremental expense (credit) from recognizing the restated stock-based compensation expense (credit) is as follows (in thousands):

 

 

The amounts of incremental expense (credit) also represent the effects on operating income (loss), loss from continuing operations, and net earnings (loss) for each of the years 1999 through 2005. Credits to compensation expense result from the mark-to-market impact of variable accounting related to the modification of the 2000 option grant.

 

Under FASB Financial Interpretation No. 44, “Accounting for Certain Transaction involving Stock Compensation — an interpretation of APB Opinion No. 25” (“FIN 44”), stock options granted to employees of Ravelston, the parent company of Hollinger, Inc., were accounted for in accordance with FIN 44 using the fair-value based method and recorded as dividends in-kind. The incremental in-kind dividends presented in the table below represent the increase in the dividends resulting from the restatement.

 

 

Overview

 

The Company conducts business as a single operating segment, which is concentrated in the publishing, printing and distribution of newspapers in the greater Chicago, Illinois metropolitan area and operates various related Internet websites. The Sun-Times Media Group revenue for the year ended December 31, 2006 includes the Chicago Sun-Times, Post-Tribune, Daily Southtown and other newspapers and associated websites in the Chicago metropolitan area.

 

Unless the context requires otherwise, all references herein to the “Company” are to Sun-Times Media Group, Inc., its predecessors and consolidated subsidiaries, “Publishing” refers to Hollinger International Publishing Inc., a wholly-owned subsidiary of the Company, and “Hollinger Inc.” refers to the Company’s immediate parent,

Hollinger Inc., and its affiliates (other than the Company). The “Sun-Times News Group” refers to all Chicago metropolitan area newspaper and related operations.

 

General

 

Sun-Times Media Group, Inc. was incorporated in the State of Delaware on December 28, 1990 as Hollinger International Inc. On June 13, 2006, our stockholders approved the amendment of the Hollinger International Inc. Restated Certificate of Incorporation, changing the Company’s name to Sun-Times Media Group, Inc., which became effective on July 17, 2006. Publishing was incorporated in the State of Delaware on December 12, 1995. The Company’s principal executive offices are at 350 North Orleans Street, Chicago, Illinois, 60654, telephone number (312) 321-2299.

 

Business Strategy

 

Pursue Revenue Growth by Leveraging the Company’s Leading Market Position.  The Company intends to continue to leverage its position in daily readership in the Chicago market in order to drive revenue growth. Following the sale of The Daily Telegraph, The Sunday Telegraph, The Weekly Telegraph, telegraph.co.uk, and The Spectator and Apollo magazines (collectively, the “Telegraph Group”) and the Palestine Post Limited (publisher of The Jerusalem Post and related publications) in 2004 and its Canadian newspapers in 2005 and early 2006 (the sold businesses are referred to collectively as the “Canadian Newspaper Operations”), the Company’s primary assets are the Chicago metropolitan area newspapers, including its flagship property, the Chicago Sun-Times. The Company will seek to grow revenue by taking advantage of the extensive network of publications which allows the Company to offer local advertisers geographically and demographically targeted advertising solutions and national advertisers an efficient vehicle to reach the entire Chicago market.

 

Publish Relevant and Trusted High Quality Newspapers.  The Company is committed to maintaining the high quality of its newspaper products and editorial integrity in order to ensure continued reader loyalty. The Chicago Sun-Times has been recognized for its editorial quality with several Pulitzer Prize-winning writers and awards for excellence from Illinois’ major press organizations.

 

Prudent Asset Management.  In addition to pursuing revenue growth from existing publications, from time to time the Company may pursue selected acquisitions to expand, as well as divestitures of non-core assets. The Company completed the sale of the Telegraph Group and the sale of The Jerusalem Post and related publications in 2004 and completed the sale of its Canadian Newspaper Operations and certain other assets in 2005 and early 2006. Sufficient funds were realized from the sale of the Telegraph Group to enable the Company to repay substantially all of its outstanding long-term debt and to pay significant special dividends.

 

Strong Corporate Governance Practices.  The Company is committed to the implementation and maintenance of strong and effective corporate governance policies and practices and to high ethical business practices.

 

Recent Developments

 

In January 2006, the Company announced a reorganization of its operations aimed at accelerating and enhancing its strategic growth and improving its operating results. The plan included a targeted 10% reduction in full-time staffing levels. Certain of the costs directly associated with the reorganization included voluntary and involuntary termination benefits. The reorganization targeted a net workforce reduction of approximately 260 full-time employees by the end of 2006. As of December 31, 2006, approximately 160 employees had accepted voluntary termination and approximately 65 employees were involuntarily terminated. The Company realized the remainder of the targeted workforce reduction through attrition. See Note 4 to the consolidated financial statements.

 

The Company’s advertising revenue experiences seasonality, with the first quarter typically being the lowest. However, due to the decreasing revenue trend in 2006, advertising revenue for the third quarter of 2006 was slightly lower than the advertising revenue for the first quarter of 2006. In 2006, based on information accumulated by a third party from data submitted by Chicago area newspaper organizations, print advertising in the greater Chicago market declined approximately 5%, while the Company’s print advertising revenue declined approximately 10%

for the comparable period. The Company’s dependency on advertising sales, which generally have a short lead-time, means that the Company has only a limited ability to accurately predict future revenue and operating results.

 

During 2006, the Company repurchased an aggregate of 12,188,915 shares of the Company’s common stock for $95.7 million pursuant to stock repurchase programs authorized by its Board of Directors.

 

In November 2006, the Delaware Court of Chancery approved the settlement of Cardinal Value Equity Partners L.P. v. Black, et al., which provided for $50.0 million to be paid to the Company. The Company received the settlement in January 2007 and paid Cardinal Value Equity Partners L.P.’s (“Cardinal”) counsel approximately $2.5 million as attorney fees.

 

Sun-Times Media Group

 

The Company’s properties consist of more than 100 newspapers and associated websites and news products in the greater Chicago metropolitan area. For the year ended December 31, 2006, the Company had revenue of $418.7 million and an operating loss of $39.0 million. The Company’s primary newspaper is the Chicago Sun-Times, which was founded in 1948 and is one of Chicago’s most widely read newspapers. The Chicago Sun-Times is published in a tabloid format and has the second highest daily readership and circulation of any newspaper in the 16-county Chicago metropolitan area, attracting approximately 1.4 million readers daily (as reported in the Audit Bureau of Circulations (“ABC”) reader profile study, for the period March 2005 through February 2006). The Company pursues a strategy which offers a network of publications throughout Chicago and the major suburbs in the surrounding high growth counties to allow its advertising customers the ability to target and cover their specific and most productive audiences. This strategy enables the Company to offer joint selling programs to advertisers, thereby expanding advertisers’ reach.

 

In addition to the Chicago Sun-Times, the Company’s newspaper properties include: Pioneer Press (“Pioneer”), which currently publishes 58 weekly newspapers and one free distribution paper in Chicago’s northern and northwestern suburbs; the Daily Southtown and the Star; the daily Post-Tribune of northwest Indiana; and daily suburban newspapers in Joliet, Elgin, Aurora, Naperville and Waukegan.

 

Sources of Revenue.  Following the disposition of non-U.S. newspaper operations, the Company’s operating revenue is provided by the Chicago metropolitan area newspapers. The following table sets forth the sources of revenue and the percentage such sources represent of total revenue for the Company during each year in the three-year period ended December 31, 2006.

 

 

Advertising.  Advertisements are carried either within the body of the newspapers, which are referred to as run-of-press advertising and make up approximately 84% of the Company’s advertising revenue, or as inserts. Substantially all of our advertising revenue is derived from local and national retailers and classified advertisers. Advertising rates and rate structures vary among the publications and are based on, among other things, circulation, readership, penetration and type of advertising (whether classified, national or retail). In 2006, retail advertising accounted for the largest share of advertising revenue (46.6%), followed by classified (35.6%) and national (17.8%). The Chicago Sun-Times offers a variety of advertising alternatives, including geographically zoned issues, special interest pullout sections and advertising supplements in addition to regular sections of the newspaper targeted to different readers. The Chicago area suburban newspapers offer similar alternatives to the Chicago Sun-Times platform for their daily and weekly publications. The Company operates the Reach Chicago Newspaper Network, an advertising vehicle that can reach the combined readership base of all the Company’s publications. The network allows the Company to offer local advertisers geographically and demographically targeted advertising solutions and national advertisers an efficient vehicle to reach the entire Chicago metropolitan market.

 

Circulation.  Circulation revenue is derived primarily from two sources. The first is sales of single copies of the newspaper made through retailers and vending racks and the second is home delivery newspaper sales to subscribers. For the year ended December 31, 2006, approximately 60% of the copies of the Chicago Sun-Times reported as sold and 48% of the circulation revenue generated was attributable to single-copy sales. Approximately 79% of 2006 circulation revenue of the Company’s suburban newspapers was derived from home delivery subscription sales.

 

The following table outlines the Company’s publications and related circulation:

 

 

 

 

As noted in Item 3 “— Legal Proceedings — The Chicago Sun-Times Circulation Cases,” the Audit Committee of the Board of Directors (the “Audit Committee”) initiated an internal review into practices that, in the past, resulted in the overstatement of the Chicago Sun-Times daily and Sunday circulation and determined that inflation of daily and Sunday single-copy circulation of the Chicago Sun-Times began modestly in the late 1990’s and increased over time. The Audit Committee concluded that the report of the Chicago Sun-Times circulation published in April 2004 by ABC for the 53 week period ended March 30, 2003, overstated single-copy circulation by approximately 50,000 copies on weekdays and approximately 17,000 copies on Sundays. The Audit Committee determined that inflation of single-copy circulation continued until all inflation was discontinued in early 2004. The inflation occurring after March 30, 2003 did not affect public disclosures of circulation as such figures had not been published. The Company has implemented procedures to ensure that circulation overstatements do not occur in the future.

 

As a result of the overstatement, the Chicago Sun-Times was censured by ABC in July 2004 and was required to undergo semi-annual audits for a two-year period thereafter. The first of these censured audits, for the 26-week period ended March 27, 2005, was released in December 2005. The second censured audit for the 26-week period ended September 25, 2005 is expected to be released by ABC in the second quarter of 2007.

 

The internal review by the Audit Committee also uncovered minor circulation misstatements at the Daily Southtown and the Star. These publications were censured by ABC in March 2005 and were required to undergo semi-annual audits for a two-year period thereafter. The first of these censured audits, for the 26 week period ended March 27, 2005, was released in April 2006. The second of these censured audits, for the 26-week period ended September 25, 2005, was released in January 2007.

 

Other Publications and Business Enterprises.  The Company continues to strengthen its online presence. Suntimes.com and the related Sun-Times News Group websites have approximately 2.9 million unique users (as measured by Nielsen//NetRatings), with approximately 40 million page impressions per month (as measured by Omniture, Inc.). In 2004, the Sun-Times News Group launched www.chicagojobs.com, a partnership with Paddock Publications and Shaker Advertising, one of the largest recruitment agencies in the Chicago market. The website provides online users and advertisers an employment website that management believes to be one of the strongest in the Chicago market. In February 2007, the Company launched www.searchchicago.com/autos featuring the inventory of 540 local auto dealers and more than 110,000 new and used cars and trucks.

 

Sales and Marketing.  The marketing promotions department works closely with both advertising and circulation sales and marketing teams to introduce new readers to the Company’s newspapers through various initiatives. The Chicago Sun-Times marketing department uses strategic alliances at major event productions and sporting venues, for on-site promotion and to generate subscription sales. The Chicago Sun-Times has media relationships with local TV and radio outlets that have given it a presence in the market and enabled targeted audience exposure. Similarly at suburban newspapers, marketing professionals work closely with circulation sales professionals to determine circulation promotional activities, including special offers, sampling programs, in-store kiosks, sporting event promotions, dealer promotions and community event participation. Suburban newspapers generally target readers by zip code and offer marketing packages that combine the strengths of daily, bi-weekly and weekly publications.

 

Distribution.  The Company has gained benefits from its networking strategy. In recent years, the Company has succeeded in combining distribution networks where circulation overlaps. The Chicago Sun-Times is distributed through both an employee and contractor network depending upon the geographic location. The Chicago Sun-Times takes advantage of a joint distribution program with its sister suburban publications. The Chicago Sun-Times has approximately 5,700 street newspaper boxes and more than 8,500 newsstands and over-the-counter outlets from which single copy newspapers are sold, as well as approximately 220 street “hawkers” selling the newspapers in high-traffic urban areas. The Daily Southtown is distributed primarily by Chicago Sun-Times independent contractors. Additionally, the Daily Southtown has a joint distribution program with sister publications in the western suburbs. The Daily Southtown and The Star are also distributed in approximately 1,766 outlets and newspaper boxes in Chicago’s southern suburbs and Chicago’s south side and downtown areas. The five suburban Chicago daily newspapers are distributed through approximately 1,300 retail stores and 560 newspaper boxes. While approximately 82% of the Post-Tribune’s circulation is by home delivery, it also distributes newspapers through approximately 570 retail outlets and approximately 440 single copy newspaper boxes. Pioneer has a home delivery base that represents approximately 95% of its circulation. Pioneer publications are also distributed through approximately 300 newspaper boxes and more than 1,100 newsstand locations.

 

Printing.  The Chicago Sun-Times’ 320,000 square foot printing facility on Ashland Avenue in Chicago was completed in April 2001 and gave the Company printing presses with the quality and speed necessary to effectively compete with the other regional newspaper publishers. The Company also operates a 100,000 square foot printing facility in Plainfield, Illinois. Pioneer prints the main body of its weekly newspapers at its Northfield, Illinois production facility. In order to provide advertisers with more color capacity, certain of Pioneer’s newspapers’ sections are printed at the Chicago Sun-Times Ashland Avenue facility. The Post-Tribune has one press facility in Gary, Indiana, which is scheduled to close in 2007.

 

Competition.  Each of the Company’s Chicago area newspapers competes to varying degrees with radio, broadcast and cable television, direct marketing and other communications and advertising media, including free Internet sites, as well as with other newspapers having local, regional or national circulation. The Chicago metropolitan region comprises Cook County and six surrounding counties and is served by thirteen local daily newspapers of which the Company owns eight. The Chicago Sun-Times competes in the Chicago region with the

Chicago Tribune, a large established metropolitan daily and Sunday newspaper. In addition, the Chicago Sun-Times and other Company newspapers face competition from other newspapers published in adjacent or nearby locations and circulated in the Chicago metropolitan area market.

 

Employees and Labor Relations.  As of December 31, 2006, the Company had approximately 2,841 employees, including 401 part-time employees. Of the 2,440 full-time employees, 560 were production staff, 576 were sales and marketing personnel, 309 were circulation staff, 236 were general and administrative staff, 738 were editorial staff and 21 were facilities staff. Approximately 1,052, or 37% of the Company’s employees were represented by 23 collective bargaining units. Direct employee costs (including salaries, wages, fringe benefits, employment-related taxes and other direct employee costs) were approximately 26% of the Company’s revenue in the year ended December 31, 2006. Contracts covering approximately 59% of union employees will expire or are being negotiated in 2007.

 

There have been no strikes or general work stoppages at any of the Company’s newspapers in the past five years. The Company believes that its relationships with its employees are generally good.

 

Raw Materials.  The primary raw material for newspapers is newsprint. In 2006, approximately 94,775 metric tons were consumed by the Sun-Times News Group. Newsprint costs were approximately 15% of the Company’s revenue. Average newsprint prices increased approximately 12% in 2006 from 2005. Newsprint prices decreased somewhat at the end of 2006. The Company is not dependent upon any single newsprint supplier. The Company’s access to Canadian, United States and offshore newsprint producers ensures an adequate supply of newsprint. Like other newspaper publishers in North America, the Company has not entered into any long-term fixed price newsprint supply contracts. The Company believes that its sources of supply for newsprint are adequate to meet anticipated needs.

 

Reorganization Activities.  In January 2006, the Company announced a reorganization of its operations aimed at accelerating and enhancing its strategic growth and improving its operating results. The plan included a targeted 10% reduction in full-time staffing levels. Certain of the costs directly associated with the reorganization included voluntary and involuntary termination benefits. Such costs, amounting to approximately $9.2 million for the year ended December 31, 2006, are included in “Other operating costs” in the Consolidated Statement of Operations. An additional $9.6 million in severance not related directly to the reorganization was incurred in 2006, of which $2.6 million and $7.0 million, respectively, are included in “Other operating costs” and “Corporate expenses,” respectively, in the Consolidated Statements of Operations. These estimated costs have been recognized in accordance with the Financial Accounting Standards Board (“FASB”) Statement of Financial Accounting Standards (“SFAS”) No. 88 (as amended) “Employers’ Accounting for Settlements and Curtailments of Defined Benefit Pension Plans and for Termination Benefits” (“SFAS No. 88 (as amended)”) related to incremental voluntary termination severance benefits and SFAS No. 112 “Employers’ Accounting for Postemployment Benefits” (“SFAS No. 112”) for the involuntary, or base, portion of termination benefits under the Company’s established termination plan and practices.

 

The reorganization targeted a net workforce reduction of approximately 260 full-time employees by the end of 2006. As of December 31, 2006, approximately 160 employees had accepted voluntary termination and approximately 65 employees were involuntarily terminated. The Company realized the remainder of the targeted workforce reduction through attrition. The separation costs for these employees are included in the $9.2 million charge discussed above.

 

Approximately $8.1 million of the $9.2 million in severance charges described above was paid during 2006. The remaining $1.1 million is expected to be paid by December 31, 2007. Amounts to be paid in 2007 largely relate to certain involuntary terminations which occurred in the fourth quarter of 2006 and the continuation of certain benefit coverage under the Company’s termination plan and practices. The reorganization accrual is included in “Accounts payable and accrued expenses” in the Consolidated Balance Sheet at December 31, 2006.

 

The following summarizes the termination benefits recorded and reconciles such charges to accrued expenses at December 31, 2006 (in thousands):

 

 

 

 

Incremental depreciation expense of approximately $1.3 million has also been recognized in the year ended December 31, 2006 related to the printing facility the Company closed during the fourth quarter of 2006. The additional depreciation reduced the net book value of the related assets (largely building and improvements) to their expected salvage or net fair values.

 

Also in the third quarter of 2006, the Company developed a plan to close its printing plant, located in Gary, Indiana and move its printing operations to other printing facilities in stages, beginning in late 2006. The Company has recognized a charge of approximately $0.1 million related to the facility and recorded incremental depreciation of approximately $1.1 million in the year ended 2006. Additional depreciation of $1.0 million is expected in 2007. Approximately $0.5 million of the previously discussed separation costs relate to this closing.

 

Environmental

 

The Company, like other newspaper companies engaged in similar operations, is subject to a wide range of federal, state and local environmental laws and regulations pertaining to air and water quality, storage tanks, and the management and disposal of wastes at the Company’s major printing facilities. These requirements are becoming increasingly stringent. However, the Company believes that the cost of compliance with these laws and regulations will not have a material adverse effect on its business or results of operations.

 

Seasonality

 

The Company’s operations are subject to seasonality. Typically, the Company’s advertising revenue is lowest during the first quarter. However, due to the decreasing revenue trend in 2006, advertising revenue for the third quarter of 2006 was lower than the advertising revenue for the first quarter of 2006.

 

Intellectual Property

 

The Company seeks and maintains protection for its intellectual property in all relevant jurisdictions, and has current registrations, pending applications, renewals or reinstatements for all of its material trademarks. No claim adverse to the interests of the Company of a material trademark is pending or, to the best of the Company’s knowledge, has been threatened. The Company has not received notice, or is not otherwise aware, of any infringement or other violation of any of the Company’s material trademarks. Internet domain names also form an important part of the Company’s intellectual property portfolio. Currently, there are approximately 530 domain names registered in the name of the Company or its subsidiaries, including numerous variations on each major name. In the Chicago market, the Company participates in aggregation of advertising information with other periodical companies whereby the Company’s advertisements are presented in an on-line format along with advertisements of other newspapers.

 

Available Information

 

The Company files annual, quarterly and current reports, proxy statements and other information with the SEC under the Exchange Act.

 

You may read and copy this information at the Public Reference Room of the SEC, Room 1024, 100 F Street, N.E., Washington, D.C. 20549. You may obtain information about the Public Reference Room by calling the SEC at

1-800-SEC-0330. In addition, the SEC maintains an Internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically through the “EDGAR” (Electronic Data Gathering, Analysis and Retrieval) System, available on the SEC’s website (http://www.sec.gov).

 

The Company also maintains a website on the World Wide Web at www.thesuntimesgroup.com. The Company makes available, free of charge, on its website the annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act, as soon as reasonably practicable after such reports are electronically filed with, or furnished to, the SEC. The Company’s reports filed with, or furnished to, the SEC are also available on the SEC’s website at www.sec.gov.

 

The Company submitted to the New York Stock Exchange (the “NYSE”) on July 19, 2006 the certification of the Chief Executive Officer (“CEO”) required by Section 303.12(a) of the NYSE Listed Company Manual, relating to compliance with the NYSE’s corporate governance standards, with no qualifications.

 

The Company has implemented a Code of Business Conduct and Ethics, which applies to all employees of the Company including each of its CEO, Chief Financial Officer (“CFO”) and principal accounting officer or controller or persons performing similar functions. The text of the Code of Business Conduct and Ethics can be accessed on the Company’s website at www.thesuntimesgroup.com. Any changes to the Code of Business Conduct and Ethics will be posted on the website.

 

Certain statements contained in this report under various sections, including but not limited to “Business Strategy” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” are forward-looking statements that involve risks and uncertainties. See “Forward Looking Statements.” Such statements are subject to the following important factors, among others, which in some cases have affected, and in the future could affect, the Company’s actual results and could cause the Company’s actual consolidated results to differ materially from those expressed in any forward-looking statements made by, or on behalf of, the Company:

 

Risks Relating to the Company’s Business and the Industry

 

The Company has substantial potential tax liabilities.

 

The Company’s Consolidated Balance Sheet as of December 31, 2006 includes $990.8 million of accruals intended to cover contingent liabilities related to additional taxes and interest it may be required to pay in various tax jurisdictions. A substantial portion of these accruals relate to the tax treatment of gains on the sale of a portion of the Company’s non-U.S. operations in prior years. The accruals to cover contingent tax liabilities also relate to management fees, “non-competition” payments and other items that have been deducted in arriving at taxable income, which deductions may be disallowed by taxing authorities. If the tax treatment of the gains was to be revised or if those deductions were to be disallowed, the Company would be required to pay those accrued contingent taxes and interest and it may be subject to penalties. The Company will continue to record accruals for interest that it may be required to pay with respect to its contingent tax liabilities.

 

Although the Company believes that it has defensible positions with respect to significant portions of these tax liabilities, there is a risk that the Company may be required to make payment of the full amount or a significant portion of such tax liabilities. There may be significant cash requirements in the future regarding these currently unresolved U.S. and foreign tax issues. Although the Company is attempting to resolve a significant portion of the contingent liabilities with the relevant taxing authorities, the timing and amounts of any payments the Company may be required to make remain uncertain. Although these accruals for contingent tax liabilities are reflected in the Company’s Consolidated Balance Sheet, if the Company were required to make payment of a significant portion of the amount, this would result in substantial cash payment obligations. The actual payment of such cash amount could have a material adverse effect on the Company’s liquidity and on the Company’s ability to borrow funds.

 

The Company is attempting to resolve a significant portion of the contingent liabilities with the relevant taxing authorities. However, the timing and amounts of any payments the Company may be required to make remain uncertain. Efforts to resolve or settle certain of these tax issues could be successful in 2007. In such an event, a

substantial portion of the Company’s cash balances, as reflected on the Consolidated Balance Sheet at December 31, 2006, could be utilized to fund such resolution or settlement.

 

The Company has substantial accruals for tax contingencies in a foreign jurisdiction; if payments are required, a portion may be paid with funds denominated in U.S. dollars.

 

The Company’s Consolidated Balance Sheet at December 31, 2006 includes $605.3 million of accruals for tax contingencies in a foreign jurisdiction. The accruals are denominated in a foreign currency and translated into U.S. dollars at the period-end currency exchange rate effective as of each balance sheet date. If the Company were required to make payments with respect to such tax contingencies, it may be necessary for the Company to transfer U.S. dollar-denominated funds to its foreign subsidiaries to fund such payments. The amount of U.S. dollar-denominated funds that may need to be transferred also will depend upon the ultimate amount that is payable to the foreign jurisdiction and the currency exchange rate between the U.S. dollar and the foreign currency at the time or times such funds might be transferred. The Company cannot predict future currency exchange rates. Changes in the exchange rate could have a material effect on the Company’s financial position, results of operations and cash flows particularly as it relates to the extent and timing of any transfers of funds.

 

Competition in the newspaper industry originates from many sources. The advent of new technologies and industry practices, such as the provision of newspaper content on free Internet sites, may continue to result in decreased advertising and circulation revenue.

 

Revenue in the newspaper industry is dependent primarily upon advertising revenue and paid circulation. Competition for advertising and circulation revenue comes from local and regional newspapers, radio, broadcast and cable television, direct mail and other communications and advertising media that operate in the Company’s markets. The extent and nature of such competition is, in large part, determined by the location and demographics of the markets and the number of media alternatives in those markets. Some of the Company’s competitors are larger and have greater financial resources than the Company. The Company may experience price competition from newspapers and other media sources in the future. In addition, one of the Company’s competitors publishes a free publication that targets similar demographics to those that are particularly strong for some of the Company’s newspapers. In addition, the use of alternative means of delivery, such as free Internet sites, for news and other content has increased significantly in the past few years. Should significant numbers of customers choose to receive content using these alternative delivery sources rather than the Company’s newspapers, the Company may suffer decreases in advertising revenue and may be forced to decrease the prices charged for the Company’s newspapers, make other changes in the way the Company operates or face a long-term decline in circulation, any or all of which are likely to harm the Company’s results of operations and financial condition.

 

The Company’s revenue is dependent upon economic conditions in the Company’s target markets and is seasonal.

 

Advertising and circulation are the Company’s two primary sources of revenue. Historically, increases in advertising revenue have corresponded with economic recoveries while decreases have corresponded with general economic downturns and regional and local economic recessions. Advertising revenue is also dependent upon the condition of specific industries that contribute significantly to the Company’s advertising revenue, such as the automobile industry, whose recent downturn has negatively impacted advertising revenue. If general economic conditions or economic conditions in these industries deteriorate significantly, it could have a material adverse effect on the Company’s revenue and results of operations.

 

The Company’s advertising revenue also experiences seasonality, with the first quarter typically being the lowest. However, due to the decreasing revenue trend in 2006, advertising revenue for the third quarter of 2006 was slightly lower than the advertising revenue for the first quarter of 2006. In 2006, based on information accumulated by a third party from data submitted by Chicago area newspaper organizations, print advertising in the greater Chicago market declined approximately 5%, while the Company’s print advertising revenue declined approximately 10% for the comparable period. The Company’s dependency on advertising sales, which generally have a short lead-time, means that the Company has only a limited ability to accurately predict future revenue and operating results.

 

The Company’s publications have experienced declines in circulation in the past and may do so in the future.

 

Certain of the Company’s publications have experienced declines in circulation. Any significant declines in circulation the Company may experience at its publications could have a material adverse impact on the Company’s business and results of operations, particularly on advertising revenue. Significant declines in circulation could result in an impairment of the value of the Company’s intangible assets, which could also have a material adverse effect on the Company’s results of operations and financial position.

 

The Company has implemented a reorganization and centralization that may have an adverse effect on operations and sales.

 

The Company has implemented a reorganization of its operations in the Chicago market designed to centralize and streamline its sales, production and distribution processes. The implementation of this reorganization has required the dedication of significant resources and management time. While the reorganization is intended to have long-term benefits for the Company, in the shorter term the Company may experience disruption in its operations and loss of sales and market share as a result of the implementation of the reorganization.

 

The Company is a holding company and relies on the Company’s subsidiaries to meet its financial obligations.

 

The Company is a holding company and its assets consist primarily of investments in subsidiaries and affiliated companies. The Company relies on distributions from subsidiaries to meet its financial obligations or pay dividends on its common stock. The Company’s ability to meet its future financial obligations is dependent upon the availability of cash flows from its subsidiaries through dividends and intercompany advances. The Company’s subsidiaries and affiliated companies are under no obligation to pay dividends and, in the case of Publishing and its principal domestic and foreign subsidiaries, are subject to certain statutory restrictions and may become subject to restrictions in future debt agreements that limit their ability to pay dividends.

 

The Company’s internal control over financial reporting is not effective as of December 31, 2006 and weaknesses in the Company’s internal controls and procedures could have a material adverse effect on the Company.

 

The Company’s management concluded that material weaknesses existed in the Company’s internal control over financial reporting as of December 31, 2006. See Item 9A “— Controls and Procedures.”

 

The SEC, in its complaint filed with the federal court in Illinois on November 15, 2004 naming Lord Conrad M. Black of Crossharbour (“Black”), F. David Radler (“Radler”) and Hollinger Inc. as defendants, alleges that Black, Radler and Hollinger Inc. were liable for the Company’s failure to devise and maintain a system of internal accounting controls sufficient to provide reasonable assurance that transactions were recorded as necessary to permit preparation of financial statements in conformity with U.S. generally accepted accounting principles (“GAAP”) from at least 1999 through at least 2003. The SEC also alleges that Black, Radler and Hollinger Inc., directly and indirectly, falsified or caused to be falsified, books, records, and accounts of the Company in order to conceal their self-dealing from the Company’s public stockholders.

 

Current management has taken steps to correct internal control deficiencies and weaknesses during and subsequent to 2006 and believes that the Company’s internal controls and procedures have strengthened. However, it is possible that the Company may not be able to remediate all deficiencies and material weaknesses by December 31, 2007.

 

The Company may experience labor disputes, which could slow down or halt production or distribution of the Company’s newspapers or other publications.

 

Approximately 37% of the Company’s employees are represented by labor unions. Those employees are mostly covered by collective bargaining or similar agreements which are regularly renewable, including agreements covering approximately 59% of union employees that are renewable in 2007. A work stoppage or strike may

occur prior to the expiration of the current labor agreements or during negotiations of new labor agreements or extensions of existing labor agreements. Work stoppages or other labor-related developments could slow down or halt production or distribution of the newspapers, which would adversely affect results of operations.

 

Overstatement of circulation figures in the past may result in the loss of advertisers in the future.

 

In 2004, the Audit Committee announced the results of an internal review into circulation at certain of its newspapers. The internal review revealed that circulation figures for the Chicago Sun-Times, Daily Southtown and Star newspapers had been overstated. Following the release of this information by the Audit Committee, the ABC announced sanctions against the affected publications, including the withdrawal by ABC of previously published circulation audits and unofficial “publisher’s statements” of circulation. In addition, ABC imposed on the affected publications a schedule of semi-annual circulation audits for a two year period in lieu of a standard annual audit cycle. As a result of the overstatement of circulation, lawsuits were filed against the Company, which were settled in 2006. See Item 3 “— Legal Proceedings — The Chicago Sun-Times Circulation Cases.” A significant portion of the Company’s revenue is derived from the sale of advertising in the Chicago Sun-Times and its sister publications. Should certain advertisers decide not to advertise with the Chicago Sun-Times in the future as a result of past circulation overstatements, the Company’s business, results of operations and financial condition could be materially adversely affected.

 

Newsprint represents the Company’s single largest raw material expense and changes in the price of newsprint could affect net income.

 

Newsprint represents the Company’s single largest raw material expense and is the most significant operating cost other than employee costs. In 2006, newsprint costs represented approximately 15% of revenue. Newsprint prices vary widely from time to time and increased approximately 12% during 2006. If newsprint prices remain at current levels or increase in the future and the Company is unable to pass these costs on to customers, such increases may have a material adverse effect on the Company’s results of operations. Although the Company has, in the past, implemented measures in an attempt to offset a rise in newsprint prices, such as reducing page width where practical and managing waste through technology enhancements, newsprint price increases have in the past had a material adverse effect on the Company and may do so in the future.

 

All of the Company’s operations are concentrated in one geographic area.

 

With the sale of the Telegraph Group in July 2004, The Jerusalem Post in December 2004, and the Canadian newspapers in late 2005 and early 2006, all of the Company’s revenue and business activities are concentrated in the greater Chicago metropolitan area. As a result, the Company’s revenue is heavily dependent on economic and competitive factors affecting the greater Chicago metropolitan area.

 

Risks Relating to Control and Improper Conduct by Controlling Stockholder

 

The Company’s controlling stockholder may cause actions to be taken that are not supported by the Company’s Board of Directors or management and which might not be in the best interests of the Company’s other stockholders.

 

The Company is controlled by Hollinger Inc. Through its controlling interest, Hollinger Inc. is able to determine the outcome of all matters that require stockholder approval, including the election of directors, amendment of the Company’s charter, adoption or amendment of bylaws and approval of significant corporate transactions. Hollinger Inc. can also have a significant influence over decisions affecting the Company’s capital structure, including the incurrence of additional indebtedness. On April 20, 2005, Ravelston, which is the controlling stockholder of Hollinger Inc., filed for protection from its creditors under the Companies’ Creditors Arrangement Act (Canada) (the “CCAA”). In conjunction with that filing, the Ontario Superior Court of Justice appointed a receiver of Ravelston’s assets. Prior to the appointment of the receiver, Hollinger Inc. and the Company were indirectly controlled by Black, a former Director, Chairman and CEO of the Company, through his personal control of Ravelston.

 

As more fully described in its Report, the Special Committee concluded that during the period from at least 1997 to at least 2003, Black, in breach of his fiduciary duties as a controlling stockholder and officer and director, used his control over the affairs of the Company to divert cash and other assets from the Company and to conceal his actions from the Company’s public stockholders. The SEC, in its complaint filed with the federal court in Illinois on November 15, 2004, alleges that certain of the acts and omissions of Black violated federal securities laws in several respects in the period from at least 1999 to at least 2003. In addition, the Delaware Chancery Court found that during the period from November 2003 to early 2004, Black breached his fiduciary and contractual duties “persistently and seriously” in connection with the Company’s exploration of alternative strategic transactions, and purported to adopt bylaws “disabling the Board of Directors from protecting the Company from his wrongful acts.”

 

On January 16, 2004, the Company consented to the entry of a partial judgment and order of permanent injunction (the “Court Order”) against the Company in an action brought by the SEC in the U.S. District Court for the Northern District of Illinois (the “January 2004 SEC Action”). The Court Order, among other things, requires the Company to comply with its undertaking to allow the Special Committee to complete its work and provides for the appointment of Richard C. Breeden (“Breeden”) as a special monitor (“Special Monitor”) of the Company under certain circumstances.

 

In February 2004, the Company adopted a Shareholders Rights Plan (“SRP”), which is designed to prevent a third party from acquiring, directly or indirectly, without the approval of the Company’s Board of Directors, a beneficial interest in the Company’s Class A Common Stock and Class B Common Stock that represents over 20% of the outstanding voting power of the Company.

 

Following the appointment by the Ontario Superior Court of Justice in April 2005 of RSM Richter Inc. (the “Receiver”) as receiver and monitor of all assets of Ravelston and certain affiliated entities (collectively such entities, the “Ravelston Entities”) that own, directly or indirectly, or exercise control or direction over, approximately 78.3% of Hollinger Inc.’s common stock and the subsequent amendment of the SRP to designate the Receiver as an “exempt stockholder”, the Receiver took possession and control over those Hollinger Inc. shares on or around June 1, 2005. The Receiver stated that it took possession and control over those shares for the purposes of carrying out its responsibilities as court appointed officer. As a result of the Receiver’s control over those shares, and subject to the outcome of the proceedings under the CCAA in Canada, Black’s ability to exercise control over Hollinger Inc., and indirectly the Company, has been effectively eliminated. See Item 3 “— Legal Proceedings — Receivership and CCAA Proceedings in Canada Involving the Ravelston Entities.”

 

On January 24, 2006, at the Company’s 2005 Annual Meeting of Stockholders, Hollinger Inc. nominated two of its directors to serve as directors of the Company. As a result of Hollinger Inc.’s controlling interest, the two nominees were elected to the Company’s Board of Directors. Since these nominees were not endorsed by the Company’s Board of Directors, Breeden became Special Monitor of the Company pursuant to the Court Order, which provides for Breeden’s appointment in the event of the nomination or election to the Board of Directors of any individual without the support of at least 80% of incumbent Board members. The Special Monitor’s mandate is to protect the interests of the non-controlling stockholders of the Company to the extent permitted by law, to prevent the dissipation of assets of the Company, to investigate possible illegal or improper conduct by the Company or any of its current or former officers, directors, employees and agents, to recover property of the Company and to assert claims on behalf of the Company based upon his investigation, and he is authorized to take any steps he deems necessary to fulfill his mandate.

 

On July 13, 2006, at the request of the Company’s Board of Directors following the instigation of certain litigation by Hollinger Inc. against the Company, the two Hollinger Inc. nominees submitted their resignations from the Company’s Board of Directors. However, Breeden continues to serve as Special Monitor of the Company. Restrictions imposed on the Company by the Special Monitor, although intended to protect the interests of the public stockholders of the Company, could also have, at least in the near term, an adverse effect on operations.

 

In a Schedule 13D filing with the SEC on February 14, 2007, Hollinger Inc. stated that it was considering proposing changes to the Company’s Board of Directors (other than with respect to the Special Committee), including nominating one or more members to the Company’s Board of Directors and voting all of its shares of our common stock in favor of such nominee or nominees, which would result in the election of such nominee or nominees to the Company’s Board of Directors.

 

Although the various protections sought and/or approved by the Company have been designed, or otherwise serve, to prevent Hollinger Inc. and Black from engaging again in activities similar to those detailed by the Special Committee, there can be no assurance that they will remain in place or will not be modified or vacated in the future. If any of these events were to occur, there is a risk that Ravelston and Hollinger Inc. will again use their control over the affairs of the Company to take actions detrimental to the non-controlling stockholders of the Company.

 

The Company may face interference by its controlling stockholder that will prevent it from recovering on its claims.

 

The Company, through the Special Committee, has commenced litigation against its controlling stockholder, Hollinger Inc., as well as against other former officers and former directors of the Company and certain entities affiliated with some of these parties. There is a risk that Hollinger Inc. could exercise its control in a manner intended to thwart or obstruct the efforts of the Company and the Special Committee in pursuing these claims and that the Company may not fully recover on its claims. Even without such interference, there can be no assurance that the Company will prevail on its claims and damages allegations, or that it will be able to collect money from any judgment it may obtain against Hollinger Inc. and its co-defendants.

 

The results of ongoing SEC investigations may have a material adverse effect on the Company’s business and results of operations.

 

The Company has received various subpoenas and requests from the SEC and other government agencies in the United States and Canada seeking the production of documentation in connection with various investigations into the Company’s governance, management and operations. The Company is cooperating fully with these investigations and continues to comply with these requests. See Item 3 “— Legal Proceedings” for a more detailed description of these investigations. On January 16, 2004, the Company consented to the entry of the Court Order against it in the January 2004 SEC Action. The Court Order, among other things, enjoins the Company from violating certain provisions of the Exchange Act, including the requirements to file accurate annual reports on Form 10-K and quarterly reports on Form 10-Q and keep accurate books and records. As part of the Court Order, the Company agreed that the SEC has the right to amend its complaint in the January 2004 SEC Action to assert that the conduct alleged in such action also violated other federal securities laws, including the anti-fraud provisions of the Exchange Act, and to add allegations of other conduct the SEC believes to have violated federal securities laws. The Company cannot predict when these government investigations will be completed, nor can the Company predict what the outcome of these investigations may be. It is possible that the Company will be required to pay material amounts in disgorgement, interest and/or fines, consent to or be subject to additional court orders or injunctions, or suffer other sanctions, each of which could have a material adverse effect on the Company’s business and results of operations.

 

Pending litigation could have a material adverse effect on the Company.

 

The Company is currently involved, either as plaintiff or as defendant, in several lawsuits, including purported class actions brought by stockholders against it, certain former executive officers and certain of its former directors, Hollinger Inc., Ravelston and other affiliated entities and several suits and counterclaims brought by Black and/or Hollinger Inc. In addition, Black has commenced libel actions against certain of the Company’s current and former directors, officers and advisors to whom the Company has indemnification obligations. See Item 3 “— Legal Proceedings” for a more detailed description of these proceedings. Several of these actions remain in preliminary stages and it is not yet possible to determine their ultimate outcome. The Company cannot provide assurance that the legal and other costs associated with the defense of all of these actions, the amount of time required to be spent by management and the Board of Directors in these matters and the ultimate outcome of these actions will not have a material adverse effect on the Company’s business, financial condition and results of operations.

 

The Company’s senior management team is required to devote significant attention to matters arising from actions of prior management.

 

The efforts of the current senior management team and Board of Directors to manage the Company’s business have been hindered at times by their need to spend significant time and effort to resolve issues inherited from and

arising from the conduct of the direct and indirect controlling stockholders and the prior senior management team put in place by them. To the extent the senior management team and the Board of Directors will be required to devote significant attention to these matters in the future, this may have, at least in the near term, an adverse effect on operations.

 

There could be a change of control of the Company through a change in control of Hollinger Inc. under circumstances not approved by the independent directors of the Company.

 

Hollinger Inc. and Ravelston may be limited in their ability to sell their direct and indirect voting control in the Company to third parties because of the terms of the Company’s SRP. In addition, the Receiver is restricted in its ability to sell beneficial ownership of shares of Hollinger Inc. pursuant to the terms of the Receiver’s mandate and the CCAA proceedings in Canada involving the Ravelston Entities. The Receiver’s general restriction of sale is subject to a limited exception agreed to by the Company and the Receiver pursuant to which the Receiver may sell a limited amount of Hollinger Inc. shares to cover costs and expenses of the receivership.

 

If Hollinger Inc. and Ravelston were not restricted in their ability to sell their beneficial controlling interest in the Company, and they chose to make such a sale, such a sale could result in a change of control of the Company under circumstances not approved by the independent directors of the Company.

 

The SRP is designed to prevent any third party from acquiring, directly or indirectly, without the approval of the Company’s Board of Directors, a beneficial interest in the Company’s Class A Common Stock and Class B Common Stock that represents over 20% of the outstanding voting power of the Company. Through its ownership of all outstanding Class B Common Stock, Hollinger Inc. currently controls approximately 70.1% of the Company’s outstanding voting power, which ownership is excluded from triggering the provisions of the SRP. However, a transaction resulting in a change of control in Hollinger Inc., without the approval of the Company’s Board of Directors, would have the effect of triggering the SRP. The SRP has been amended to allow for the appointment of the Receiver in respect of the Ravelston Entities, but not for the sale by the Receiver of the Ravelston Entities’ controlling stake in Hollinger Inc. to a third party.

 

The Company is unable to determine what impact, if any, a change of control may have on the Company’s corporate governance or operations. See “The Company’s controlling stockholder may cause actions to be taken that are not supported by the Company’s Board of Directors or management and which might not be in the best interests of the Company’s other stockholders” above.

 

The Company is a party to a Business Opportunities Agreement with Hollinger Inc., the terms of which limit the Company’s ability to pursue certain business opportunities in certain countries.

 

An agreement between Hollinger Inc. and the Company dated February 7, 1996 sets forth the terms under which Hollinger Inc. and the Company will resolve conflicts over business opportunities (the “Business Opportunities Agreement”). The Company and Hollinger Inc. agreed to allocate to the Company opportunities relating to the start-up, acquisition, development and operation of newspaper businesses and related media businesses in the United States, Israel, the United Kingdom and other member states of the European Union, Australia and New Zealand and to allocate to Hollinger Inc. opportunities relating to the start-up, acquisition, development and operation of media businesses, other than related media businesses, globally and newspaper businesses and related media businesses in Canada. For purposes of the agreement, “newspaper business” means the business of publishing and distributing newspapers, magazines and other paid or free publications having national, local or targeted markets, “media business” means the business of broadcast of radio, television, cable and satellite programs, and “related media business” means any media business that is an affiliate of, or is owned or operated in conjunction with, a newspaper business. The terms of the Business Opportunities Agreement will be in effect for so long as Hollinger Inc. holds at least 50% of the Company’s voting power.

 

The Business Opportunities Agreement may have the effect of preventing the Company from pursuing business opportunities that the Company’s management would have otherwise pursued.

 

If Hollinger Inc. sought protection from its creditors or became the subject of bankruptcy or insolvency proceedings there may be harm to, and there may be a change of control of, the Company.

 

Hollinger Inc. has publicly stated that it owns, directly or indirectly 782,923 shares of the Company’s Class A Common Stock and 14,990,000 shares of the Company’s Class B Common Stock (which represent all of the issued and outstanding shares of Class B Common Stock). All of the direct and indirect interest of Hollinger Inc. in the shares of the Company’s Class A Common Stock is being held in escrow with a licensed trust company in support of future retractions of Hollinger Inc.’s Series II Preference Shares and all of the direct and indirect interest of Hollinger Inc. in the shares of the Company’s Class B Common Stock is pledged as security in connection with Hollinger Inc.’s outstanding 117/8% Senior Secured Notes due 2011 and 117/8% Second Priority Secured Notes due 2011. Hollinger Inc. has reported that $78.0 million principal amount of the Senior Secured Notes and $15.0 million principal amount of the Second Priority Secured Notes are outstanding.

 

Under the terms of the Series II Preference Shares of Hollinger Inc., each Preference Share may be retracted by its holder for 0.46 of a share of the Company’s Class A Common Stock. Until the Series II Preference Shares are retracted in accordance with their terms, Hollinger Inc. may exercise the economic and voting rights attached to the underlying shares of the Company’s Class A Common Stock.

 

Hollinger Inc. has relied on payments from Ravelston to fund its operating losses and service its debt obligations. Ravelston financed its support of Hollinger Inc., in part, from the management fees received from the Company under the terms of the management services agreement with RMI. The Company terminated this agreement effective June 1, 2004.

 

In April 2005, the Ravelston Entities sought protection from their creditors in the CCAA proceedings and the Receiver was appointed by the Ontario Superior Court of Justice as receiver and monitor of all assets of the Ravelston Entities. On August 1, 2005, Hollinger Inc. commenced a change of control tender offer to purchase any and all of its outstanding Senior Secured Notes and Second Priority Secured Notes. On September 6, 2005, Hollinger Inc. announced that no notes were tendered pursuant to the change of control tender offer. The offer was prompted by the Receiver’s having taken control over the common shares of Hollinger Inc. held directly or indirectly by the Ravelston Entities, which may constitute a change of control under the indentures governing the notes.

 

If Hollinger Inc. or any of its subsidiaries that own shares of Class A or Class B Common Stock of the Company were also to commence proceedings to restructure its indebtedness in a CCAA proceeding, or became the subject of an insolvency or liquidation proceeding under the Bankruptcy and Insolvency Act (Canada) or enforcement proceedings by the pledgee, the collectibility of amounts owed by Hollinger Inc. to the Company may be negatively impacted.

 

In any such proceedings, issues may arise in connection with any transfer or attempted transfer of shares of the Company’s Class B Common Stock. Under the terms of the Company’s certificate of incorporation, such transfers may constitute a non-permitted transfer. In the event of a non-permitted transfer, the Class B Common Stock would automatically convert into Class A Common Stock as a result of which the controlling voting rights currently assigned to the Class B Common Stock would be eliminated. There is a risk that this result would be challenged in court by Hollinger Inc. or its insolvency representatives.

 

In an insolvency or secured creditor enforcement proceeding, the ownership rights, including voting rights, attached to the shares of the Company’s Class A and Class B Common Stock would be exercised with a view to maximizing value for the secured creditors and other stakeholders of Hollinger Inc. Since the interests of secured creditors and other stakeholders of Hollinger Inc. may not be aligned with the interests of the Company’s public stockholders, actions might be taken that are not in the best interests of the Company’s public stockholders.

 

Not applicable.

 

The Company believes that its properties and equipment are in generally good condition, well-maintained and adequate for current operations. The Company closed its older, less productive facility on South Harlem Avenue in 2006 and in 2007 will complete the transition from its Gary, Indiana facility to more modern and efficient existing facilities.

 

The Company owns a 320,000 square foot, state of the art printing facility in Chicago, Illinois that houses all of the production for the Chicago Sun-Times. In October 2004, the Chicago Sun-Times relocated its editorial, pre-press, marketing, sales and administrative activities to a 127,000 square foot leased facility in downtown Chicago. The Company entered into a 15-year lease for this office space. The Chicago Sun-Times also maintains approximately twenty distribution facilities throughout the Chicago area. All but one of these distribution centers are leased.

 

The Company produces most of its suburban newspapers at a 100,000 square foot owned plant, in Plainfield, Illinois and a 65,000 square foot leased building in Northfield, Illinois. The Post-Tribune’s production activities currently take place at an owned facility in Gary, Indiana, but will be transferred to other printing facilities in 2007.

 

The Plainfield facility houses pre-print, sales and administrative functions, as well as certain editorial functions, and owned facilities in Aurora, Elgin, Joliet, Naperville, and Waukegan, Illinois house editorial and sales activities for the Company’s daily and weekly newspapers in those suburbs. The Company owns a building in north suburban Chicago at which Pioneer conducts its editorial, pre-press, sales and administrative activities and leases several satellite offices for Pioneer’s editorial and sales staff in surrounding suburbs. The Company also owns buildings in Tinley Park, Illinois and Merrillville, Indiana which it uses for editorial, pre-press, marketing, sales and administrative activities.

 

The Company leases 2,097 square feet of office space and storage space in Toronto, Ontario. These leases expire in August 2007 and December 2009, respectively.

 

The Company has 3,803 square feet of office space leased at 712 Fifth Avenue in New York, New York. This property has been vacated and its administrative functions have been moved to the Chicago headquarters. This lease expires in May 2007 and will not be renewed.

 

Overview of Investigation of Certain Related Party Transactions

 

On June 17, 2003, the Board of Directors established the Special Committee to investigate, among other things, certain allegations regarding various related party transactions, including allegations described in a beneficial ownership report on Schedule 13D filed with the SEC by Tweedy, Browne & Company, LLC (“Tweedy Browne”), an unaffiliated stockholder of the Company, on May 19, 2003, as amended on June 11, 2003. In its Schedule 13D report, Tweedy Browne made allegations with respect to the terms of a series of transactions between the Company and certain former executive officers and certain former members of the Board of Directors, including Black, Radler, the Company’s former President and Chief Operating Officer, J.A. Boultbee (“Boultbee”), a former Executive Vice-President and a former member of the Board of Directors, and Peter Y. Atkinson (“Atkinson”), a former Executive Vice-President and a former member of the Board of Directors. The allegations concern, among other things, payments received directly or indirectly by such persons relating to “non-competition” agreements arising from asset sales by the Company, payments received by such persons under the terms of management services agreements between the Company and Ravelston, RMI, Moffat Management Inc. (“Moffat”) and Black-Amiel Management Inc. (“Black-Amiel”), which are entities with whom Black and some of the noted individuals were associated, and sales by the Company of assets to entities with which some of the noted individuals were affiliated. In October 2003, the Special Committee found references to previously undisclosed “non-competition” payments to Hollinger Inc. while reviewing documents obtained from the Company. The Special Committee also found information showing that “non-competition” payments to Black, Radler, Boultbee and Atkinson had been falsely described in, among other filings, the Company’s annual report on Form 10-K for the fiscal year ended December 31, 2001. The Special Committee and the Audit Committee each conducted expedited investigations into these matters.

 

On November 15, 2003, the Special Committee and the Audit Committee disclosed to the Board of Directors the preliminary results of their investigations. The committees determined that a total of $32.2 million in payments characterized as “non-competition” payments were made by the Company without appropriate authorization by either the Audit Committee or the full Board of Directors. Of the total unauthorized payments, approximately $16.6 million was paid to Hollinger Inc. in 1999 and 2000, approximately $7.2 million was paid to each of Black and Radler in 2000 and 2001, and approximately $0.6 million was paid to each of Boultbee and Atkinson in 2000 and 2001. As a consequence of these findings, the Special Committee then entered into discussions with Black that culminated in the Company and Black signing an agreement on November 15, 2003 (the “Restructuring Agreement”). The Restructuring Agreement provided for, among other things, restitution by Hollinger Inc., Black, Radler, Boultbee and Atkinson to the Company of the full amount of the unauthorized payments, plus interest; the hiring by the Board of Directors of Lazard Frères & Co. LLC and Lazard & Co., Limited as financial advisors to explore alternative strategic transactions, including the sale of the Company as a whole or the sale of individual businesses (the “Strategic Process”); and certain management changes, including the retirement of Black as CEO and the resignations of Radler, Boultbee and Atkinson. In addition, Black agreed, as the indirect controlling stockholder of Hollinger Inc., that during the pendency of the Strategic Process he would not support a transaction involving ownership interests in Hollinger Inc. if such transaction would negatively affect the Company’s ability to consummate a transaction resulting from the Strategic Process unless the transaction was necessary to enable Hollinger Inc. to avoid a material default or insolvency. On August 30, 2004, the Special Committee published the results of its investigation.

 

On November 19, 2003, Black retired as CEO of the Company. Gordon A. Paris (“Paris”) became the Company’s Interim CEO upon Black’s retirement. Effective November 16, 2003, Radler resigned as President and Chief Operating Officer of the Company and as publisher of the Chicago Sun-Times, at which time Paris became Interim President. On November 16, 2003, Radler and Atkinson also resigned as members of the Board of Directors. The Company terminated Boultbee as an officer on November 16, 2003. On January 17, 2004, Black was removed as non-executive Chairman of the Board of Directors and Paris was elected as Interim Chairman on January 20, 2004. On March 5, 2004, Black was removed as Executive Chairman of the Telegraph Group. On June 2, 2005, the Company received a letter from Black and Barbara Amiel-Black (“Amiel Black”) informing the Company of their retirement from the Board of Directors with immediate effect.

 

On March 23, 2004, Daniel W. Colson (“Colson”), who was also cited in the Report in connection with receiving unauthorized payments, retired as Chief Operating Officer of the Company and CEO of the Telegraph Group in accordance with the terms of his Compromise Agreement with the Company. On April 27, 2004, Atkinson resigned as Executive Vice President of the Company under the terms of his settlement with the Company.

 

Although Radler was not a party to the Restructuring Agreement, he agreed to pay the amount identified as attributable to him in the Restructuring Agreement. During 2003, Radler paid the Company approximately $0.9 million. During 2004, Radler paid an additional amount of approximately $7.8 million, including interest of $1.5 million.

 

Although Atkinson was not a party to the Restructuring Agreement, he agreed to pay the amount identified as attributable to him in the Restructuring Agreement. On April 27, 2004, Atkinson and the Company entered into a settlement agreement in which Atkinson agreed to pay a total amount of approximately $2.8 million, representing all “non-competition” payments and payments under the incentive compensation plan of Hollinger Digital LLC that he received, plus interest. The total amount of $2.8 million includes approximately $0.6 million identified for repayment by Atkinson in the Restructuring Agreement. Prior to the end of December 2003, Atkinson paid the Company approximately $0.4 million. On April 27, 2004, Atkinson exercised his vested options and the net proceeds of $4.0 million from the sale of the underlying shares of Class A Common Stock were deposited under an escrow agreement. During 2005, the Company paid $1.2 million in estimated tax payments on behalf of Atkinson from the funds held under the escrow agreement. The Delaware Court of Chancery approved the Atkinson settlement on November 22, 2006. Following that approval, the Company received $2.4 million and Atkinson will receive the remainder.

 

By Order and Judgment dated June 28, 2004, the Delaware Chancery Court found, among other things, that Black and Hollinger Inc. breached their respective obligations to make restitution pursuant to the Restructuring

Agreement and ordered, among other things, that Black and Hollinger Inc. pay the Company $29.8 million in aggregate. Hollinger Inc. and Black paid the Company the amount ordered by the court on July 16, 2004.

 

Boultbee has not paid to the Company any amounts in restitution for the unauthorized “non-competition” payments set forth in the Restructuring Agreement, and has filed a suit in Canada against the Company and members of the Special Committee seeking damages for an alleged wrongful dismissal. See ‘‘— Other Matters.”

 

The Company was party to management services agreements with RMI, Moffat and Black-Amiel. The Restructuring Agreement provides for the termination of these agreements in accordance with their terms, effective June 1, 2004, and the negotiation of the management fee payable thereunder for the period from January 1, 2004 until June 1, 2004. In November 2003, in accordance with the terms of the Restructuring Agreement, the Company notified RMI, Moffat and Black-Amiel of the termination of the services agreements effective June 1, 2004 and subsequently proposed, and recorded a charge for, a reduced aggregate management fee of $100,000 per month for the period from January 1, 2004 through June 1, 2004. RMI did not accept the Company’s offer and demanded a management fee of $2.0 million per month, which the Company did not accept. RMI seeks damages from the Company for alleged breaches of the services agreements in legal actions pending before the courts. See “— Hollinger International Inc. v. Ravelston, RMI and Hollinger Inc.”

 

The Company is party to several other lawsuits either as plaintiff or as a defendant, including several stockholder class action lawsuits, in connection with the events noted above and described below.

 

Stockholder Derivative Litigation

 

On December 9, 2003, Cardinal, a stockholder of the Company, initiated a purported derivative action on behalf of the Company against certain current and former executive officers and directors, including Black and certain entities affiliated with them, and against the Company as a “nominal” defendant.

 

This action, which was filed in the Court of Chancery for the State of Delaware in and for New Castle County and is entitled Cardinal Value Equity Partners, L.P. v. Black, et al., asserts causes of action that include breach of fiduciary duty, misappropriation of corporate assets and self-dealing in connection with certain “non-competition” payments, the payment of allegedly excessive management and services fees, and other alleged misconduct.

 

On May 3, 2005, certain of the Company’s current and former independent directors agreed to settle claims brought against them in this action. The settlement provided for $50.0 million to be paid to the Company. The settlement was conditioned upon funding of the settlement amount by proceeds from certain of the Company’s directors and officers liability insurance policies, and was also subject to court approval. Hollinger Inc. and several other insureds under the insurance policies, as well as the excess insurers providing coverage in the same program of insurance, challenged the funding of the settlement by the insurers and commenced applications in the Ontario Superior Court of Justice for this purpose. In a judgment dated April 28, 2006 and issued on May 23, 2006, the Ontario Court endorsed the funding of the settlement by American Home Assurance Company and the Chubb Insurance Company of Canada. See “— Hollinger Inc. v. American Home Assurance Company and Chubb Insurance Company of Canada” below. Following the Ontario Court’s approval, the Delaware Court of Chancery also approved the settlement in an order and final judgment entered on November 22, 2006. The Company received the proceeds from the settlement on January 19, 2007.

 

The parties to the settlement included former independent directors Richard R. Burt (“Burt”), Henry A. Kissinger (“Kissinger”), Shmuel Meitar (“Meitar”), James R. Thompson (“Thompson”), Dwayne O. Andreas (“Andreas”), Raymond G. Chambers (“Chambers”), Marie-Josee Kravis (“Kravis”), Robert S. Strauss (“Strauss”), A. Alfred Taubman (“Taubman”), George Weidenfeld (“Weidenfeld”) and Leslie H. Wexner (“Wexner”). The plaintiff had previously dismissed Special Committee members Graham W. Savage, Raymond G.H. Seitz, and Paris as defendants, and, under the settlement, the plaintiff will not be able to replead the claims against them.

 

The other defendants named in the suit, who were not parties to the settlement, are Black, Amiel Black, Colson, Richard N. Perle (“Perle”), Radler, Atkinson, Bradford Publishing Co. (“Bradford”) and Horizon Publications, Inc. (“Horizon”). Bradford and Horizon are private newspaper companies controlled by Black and Radler. The Company, through the Special Committee, had previously announced a settlement of its claims against

Atkinson, and the Delaware Court of Chancery approved the Atkinson settlement at the same time it approved the independent director settlement.

 

The Special Committee is continuing to pursue the Company’s claims in the U.S. District Court for the Northern District of Illinois against Black, Amiel Black, Radler, Colson, Perle, Boultbee, Hollinger Inc., Ravelston, and RMI. See ‘‘— Litigation Involving Controlling Stockholder, Senior Management and Directors” below.

 

Stockholder Class Actions

 

In February and April 2004, three alleged stockholders of the Company (Teachers’ Retirement System of Louisiana, Kenneth Mozingo, and Washington Area Carpenters Pension and Retirement Fund) initiated purported class actions suits in the United States District Court for the Northern District of Illinois against the Company, Black, certain former executive officers and certain former directors of the Company, Hollinger Inc., Ravelston and certain affiliated entities and KPMG LLP, the Company’s independent registered public accounting firm. On July 9, 2004, the court consolidated the three actions for pretrial purposes. The consolidated action is entitled In re Hollinger International Inc. Securities Litigation, No. 04C-0834. Plaintiffs filed an amended consolidated class action complaint on August 2, 2004, and a second consolidated amended class action complaint on November 19, 2004. The named plaintiffs in the second consolidated amended class action complaint were Teachers’ Retirement System of Louisiana, Washington Area Carpenters Pension and Retirement Fund, and E. Dean Carlson. They purported to sue on behalf of an alleged class consisting of themselves and all other purchasers of securities of the Company between and including August 13, 1999 and December 11, 2002. The second consolidated amended class action complaint asserted claims under federal and Illinois securities laws and claims of breach of fiduciary duty and aiding and abetting in breaches of fiduciary duty in connection with misleading disclosures and omissions regarding: certain “non-competition” payments, the payment of allegedly excessive management fees, allegedly inflated circulation figures at the Chicago Sun-Times, and other alleged misconduct. The complaint sought unspecified monetary damages, rescission, and an injunction against future violations. The Company and other defendants moved to dismiss the second amended complaint in January 2005. On June 28, 2006, the court issued its ruling on the motions to dismiss filed by Hollinger Inc. and certain other defendants, but not on the Company’s motion. The court dismissed six of the eight claims filed, including claims relating to allegedly inflated circulation figures at the Chicago Sun-Times and claims filed under the Illinois securities laws on grounds applicable to all defendants. As to the two remaining claims, which are claims under the federal securities laws, the court allowed the plaintiffs to replead those claims as to additional named plaintiffs who purchased Company stock later than the existing named plaintiffs.

 

On September 13, 2006, plaintiffs filed a Third Consolidated Amended Class Action Complaint. The new complaint adds an additional named plaintiff, Cardinal Mid-Cap Value Equity Partners, L.P., but is otherwise identical to the prior complaint and asserts the same claims. The Company and other defendants moved to dismiss that complaint on October 27, 2006. The motions are pending.

 

On September 7, 2004, a group allegedly comprised of those who purchased stock in one or more of the defendant corporations initiated purported class actions by issuing Statements of Claim in Saskatchewan and Ontario, Canada. The Saskatchewan claim, issued in that province’s Court of Queen’s Bench, and the Ontario claim, issued in that province’s Superior Court of Justice, is identical in all material respects. The defendants include the Company, certain former directors and officers of the Company, Hollinger Inc., Ravelston and certain affiliated entities, Torys LLP (“Torys”), the Company’s former legal counsel, and KPMG LLP. The plaintiffs allege, among other things, breach of fiduciary duty, violation of the Saskatchewan Securities Act, 1988, S-42.2, and breaches of obligations under the Canadian Business Corporations Act, R.S.C. 1985, c. C.-44 and seek unspecified monetary damages. On July 8, 2005, the Company and other defendants served motion materials seeking orders dismissing or staying the Saskatchewan claim on the basis that the Saskatchewan court has no jurisdiction over the defendants or, alternatively, that Saskatchewan is not the appropriate forum to adjudicate the matters in issue. The motion was heard by the Saskatchewan Court of Queen’s Bench on September 6 and 7, 2005. On February 28, 2006, the court stayed the action until September 15, 2007. The claimants may apply to have the stay lifted prior to that date if they are unable effectively to pursue their claims by way of the Illinois or Ontario class actions or in an SEC proceeding.

 

On February 3, 2005, substantially the same group of plaintiffs as in the Saskatchewan and Ontario claims initiated a purported class action by issuing a Statement of Claim in Quebec, Canada. The Quebec claim, issued in that province’s Superior Court, is substantially similar to the Saskatchewan and Ontario claims and the defendants are the same as in the other two proceedings. The plaintiffs allege, among other things, breach of fiduciary duty, violation of the Ontario Securities Act and breaches of obligations under the Canada Business Corporations Act and seek unspecified money damages.

 

Litigation Involving Controlling Stockholder, Senior Management and Directors

 

On January 28, 2004, the Company, through the Special Committee, filed a civil complaint in the United States District Court for the Northern District of Illinois asserting breach of fiduciary duty and other claims against Hollinger Inc., Ravelston, RMI, Black, Radler and Boultbee, which complaint was amended on May 7, 2004, and again on October 29, 2004. The action is entitled Hollinger International Inc. v. Hollinger Inc., et al., Case No. 04C-0698 (the “Special Committee Action”). The second amended complaint, in which Amiel Black, Colson and Perle are also named as defendants, seeks to recover approximately $542.0 million in damages, including prejudgment interest of approximately $117.0 million, and punitive damages. The second amended complaint asserts claims for breach of fiduciary duty, unjust enrichment, conversion, fraud and civil conspiracy in connection with transactions described in the Report, including, among other transactions, unauthorized “non-competition” payments, excessive management fees, sham broker fees and investments and divestitures of Company assets. All defendants have answered the second amended complaint, and with their answers defendants Black, Radler, Boultbee, Amiel Black and Colson asserted third-party claims against Burt, Thompson and Kravis. These claims seek contribution for some or all of any damages for which defendants are held liable to the Company. On January 25, 2006, the court dismissed those third-party claims, and on February 8, 2006, defendants moved for reconsideration of that decision. In addition, Black asserted counterclaims against the Company alleging breach of his stock option contracts with the Company and seeking a declaration that he may continue participating in the Company’s option plans and exercising additional options. On May 26, 2005, the Company filed its reply to Black’s counterclaims.

 

Ravelston and RMI asserted counterclaims against the Company and third-party claims against Hollinger Canadian Publishing Holdings Co. (“HCPH Co.”) and Publishing. Without specifying any alleged damages, Ravelston and RMI allege that the Company has failed to pay unidentified management services fee amounts in 2002, 2003, and 2004, and breached an indemnification provision in the management services agreements. Ravelston and RMI also allege that the Company breached a March 10, 2003 “Consent Agreement” (“Consent”) between the Company and Wachovia Trust Company. The Consent provided, among other things, for the Company’s consent to a pledge and assignment by RMI to Wachovia Trust Company, as trustee, of the management services agreements as part of the security for Hollinger Inc.’s obligations under Hollinger Inc.’s 11 7/8% Senior Secured Notes due 2011. The Consent also provided for certain restrictions and notice obligations in relation to the Company’s rights to terminate the management services agreements. Ravelston and RMI allege that they were “third-party beneficiaries” of the Consent, that the Company breached it, and that they have incurred unspecified damages as a result. The Company believes that the Consent was not approved or authorized by either the Company’s Board of Directors or its Audit Committee. The Company filed a motion to dismiss these claims on August 15, 2005. On March 3, 2006, the court granted the motion to dismiss the claim based on the Consent, ruled that Ravelston and RMI are not entitled to the same management fee that they obtained in 2003 and denied the motion to dismiss the other claims. On January 26, 2006, Ravelston and RMI also asserted third-party claims against Bradford and Horizon and its affiliates. These claims seek contribution for some or all of any damages for which Ravelston and RMI are held liable to the Company.

 

The U.S. Attorney’s Office intervened in the case and moved to stay discovery until the close of the criminal proceedings. On March 2, 2006, the court granted the motion over the Company’s objection.

 

On July 6, 2006, Hollinger Inc. filed a motion seeking permission to file a counterclaim against the Company. The proposed counterclaim alleges, among other things, fraud in connection with Hollinger Inc.’s 1995 sale to the Company of Hollinger Inc.’s interest in The Telegraph and Hollinger Inc.’s 1997 sale to the Company of certain of Hollinger Inc.’s Canadian assets. The Company has filed a motion opposing Hollinger Inc.’s request and is awaiting the court’s decision on the motion.

 

In connection with and ancillary to the Special Committee Action, on October 12, 2006, the Company commenced an action in the Ontario Superior Court of Justice against Black, Amiel Black, Black-Amiel, Conrad Black Capital Corporation (“CBCC”), 1269940 Ontario Limited, and 2753421 Canada Limited (the “Ontario Injunctive Action”). The Ontario Injunctive Action seeks, among other things, an injunction restraining the defendants and any persons controlled by them from transferring, removing, or otherwise disposing of any of their assets except with leave of the Ontario court. The Ontario Injunctive Action does not seek any damages. On February 6, 2007, the Court denied the Blacks’ motion to dismiss the Ontario Injunctive Action, and stayed the Action. The Company is appealing the Court’s decision to stay the Action.

 

Black v. Hollinger International Inc., filed on May 13, 2005

 

On May 13, 2005, Black filed an action against the Company in the Court of Chancery of the State of Delaware in regard to the advancement of fees and expenses in connection with his engagement of Williams & Connolly LLP to represent him in the investigations of Black by the U.S. Department of Justice and the SEC. In his initial complaint, Black sought payment of $6.8 million in legal fees allegedly already incurred, plus interest, and a declaration that he is entitled to advancement of 100% of Williams & Connolly’s legal fees going forward in connection with the two investigations, notwithstanding the June 4, 2004 Stipulation and Final Order in which the Company and Black agreed that the Company would advance only 50% of Black’s legal fees.

 

In its response, filed on June 8, 2005, the Company brought counterclaims against Black for breach of contract in failing to repay money advanced to him in connection with Hollinger International Inc. v. Conrad M. Black, Hollinger Inc., and 504468 N.B. Inc. described in the Company’s previous filings (the “Delaware Litigation”), and seeking a declaration that the Company is no longer obligated to advance fees to Black because he repudiated his undertaking to repay money advanced in connection with the Delaware Litigation and because of the court’s findings in the Delaware Litigation that he breached his fiduciary and contractual duties to the Company. In the alternative, the Company sought a declaration that Black is entitled to advancement of only 50% of the Williams & Connolly LLP fees under the June 4, 2004 Stipulation and Final Order. The Company also filed a third-party claim against Hollinger Inc. seeking equitable contribution from Hollinger Inc. for fees that the Company has advanced to Black, Amiel Black, Radler and Boultbee. Black filed an amended complaint on July 11, 2005. In addition to the relief sought in the initial complaint, the amended complaint seeks advancement of the fees of two other law firms — Baker Botts LLP and Schopf & Weiss LLP — totaling about $435,000. On July 21, 2005, Hollinger Inc. moved to dismiss the Company’s third-party claims.

 

In March 2006, Black and the Company reached an agreement to settle the claims asserted against each other. Pursuant to the settlement agreement, the Company has advanced approximately $4.4 million for legal bills previously submitted to the Company for advancement, which reflects an offset for amounts previously advanced to Black that he was required to repay as a result of the rulings against him in the Delaware Litigation. In connection with future legal bills, the Company will advance 75% of the legal fees of attorneys representing Black in the criminal case pending against him in the United States District Court for the Northern District of Illinois and 50% of his legal fees in other matters pending against him. All such advancement is subject to Black’s undertaking that he will repay such fees if it is ultimately determined that he is not entitled to indemnification. The settlement agreement does not affect the Company’s third-party claim against Hollinger Inc.

 

On June 8, 2006, the Company filed an amended third-party complaint against Hollinger Inc., expanding its allegations regarding the Court’s personal jurisdiction over Hollinger Inc. On June 19, 2006, Hollinger Inc. moved to dismiss or stay the amended complaint. The Court denied Hollinger Inc.’s motion on November 6, 2006. The Court ruled that it had personal jurisdiction over Hollinger Inc. and it declined to dismiss the Company’s claim in regard to actions in which the Company had paid or is paying more than 50% of the legal fees submitted for advancement by Black and others with whom Hollinger Inc. has indemnification and advancement agreements.

 

Hollinger International Inc. v. Ravelston, RMI and Hollinger Inc.

 

On February 10, 2004, the Company commenced an action in the Ontario Superior Court of Justice (Commercial List) against Ravelston, RMI and Hollinger Inc. This action claimed access to and possession of the Company’s books and records maintained at 10 Toronto Street, Toronto, Ontario, Canada. The parties

negotiated and executed a Protocol dated March 25, 2004, providing for access and possession by the Company to the claimed records.

 

On March 5, 2004, a statement of defense and counterclaim was issued by Ravelston and RMI against the Company and two of its subsidiaries, Publishing and HCPH Co. The counterclaim seeks damages in the amount of approximately $174.3 million for alleged breaches of the services agreements between the parties and for alleged unjust enrichment and tortious interference with economic relations by reason of those breaches. On March 10, 2004, Hollinger Inc. filed a statement of defense and counterclaim against the Company seeking Cdn.$300.0 million, claiming that by the Company’s refusal to pay its obligations under its services agreement with Ravelston, the Company intended to cause Ravelston to default in its obligations to Hollinger Inc. under a support agreement between Ravelston and Hollinger Inc., and intended to cause Hollinger Inc. to default on its obligations under its outstanding notes, with the resulting loss of its majority control of the Company. This litigation was stayed in May 2004 pending a final resolution of the proceedings in Illinois and Delaware.

 

Black v. Breeden, et al.

 

Five defamation actions have been brought by Black in the Ontario Superior Court of Justice against Breeden, Richard C. Breeden & Co. (“Breeden & Co.”), Paris, Thompson, Burt, Graham W. Savage and Raymond Seitz. The first case was filed on February 13, 2004; the second and third cases were filed on March 11, 2004; the fourth case was filed on June 15, 2004; and the fifth case was filed on October 6, 2004. The fifth case does not name Thompson and Burt as defendants but adds Paul B. Healy as a defendant. Damages in the amount of Cdn.$850.0 million are sought in the first and second cases; damages in the amount of Cdn.$110.0 million are sought in the third and fourth cases; and Cdn.$1.0 billion in general damages and Cdn.$100.0 million in punitive damages are sought in the fifth case. Black has agreed to a stay of these actions pending the determination of the proceedings and appeals with regard to the “— Hollinger International Inc. v. Conrad M. Black, Hollinger Inc. and 504468 N.B. Inc.” matter discussed in the Company’s previous filings. Although such matters described above are now completed, no steps have been taken to advance these defamation actions in the Ontario Superior Court of Justice.

 

On February 11, 2005, Black issued a libel notice indicating his intention to issue a sixth defamation action, with the defendants being Breeden, Breeden & Co., Paris, Thompson, Burt, Graham W. Savage, Raymond Seitz, Meitar and Kissinger. On March 9, 2005, a statement of claim in the sixth action was issued. This action names all of the aforementioned individuals as defendants. The amount claimed in the action is Cdn.$110.0 million.

 

The defendants named in the six defamation actions have indemnity claims against the Company for all reasonable costs and expenses they incur in connection with these actions, including judgments, fines and settlement amounts. In addition, the Company is required to advance legal and other fees that the defendants may incur in relation to the defense of those actions.

 

The Company agreed to indemnify Breeden and Breeden & Co. against all losses, damages, claims and liabilities they may become subject to, and reimburse reasonable costs and expenses as they are incurred, in connection with the services Breeden and Breeden & Co. are providing in relation to the Special Committee’s ongoing investigation.

 

United States Securities and Exchange Commission v. Hollinger International Inc.

 

On January 16, 2004, the Company consented to the entry of a partial final judgment and the Court Order against the Company in an action brought by the SEC in the U.S. District Court for the Northern District of Illinois. The Court Order enjoins the Company from violating provisions of the Exchange Act, including the requirements to file accurate annual reports on Form 10-K and quarterly reports on Form 10-Q and keep accurate books and records. The Court Order required the Company to have the previously appointed Special Committee complete its investigation and to permit the Special Committee to take whatever actions it, in its sole discretion, thinks necessary to fulfill its mandate. The Court Order also provides for the automatic appointment of Breeden as a Special Monitor of the Company under certain circumstances, including the election of any new person as a director unless such action is approved by 80% of the incumbent directors at the time of the election. As discussed in the Risk Factors section above, Breeden became Special Monitor pursuant to this provision in January 2006.

 

The Company has received various subpoenas and requests from the SEC and other agencies seeking the production of documentation in connection with various investigations into the Company’s governance, management and operations. The Company is cooperating fully with these investigations and is complying with these requests.

 

United States Securities and Exchange Commission v. Conrad M. Black, et al.

 

On November 15, 2004, the SEC filed an action in the United States District Court for the Northern District of Illinois against Black, Radler and Hollinger Inc. seeking injunctive, monetary and other equitable relief. In the action, the SEC alleges that the three defendants violated federal securities laws by engaging in a fraudulent and deceptive scheme to divert cash and assets from the Company and to conceal their self-dealing from the Company’s public stockholders from at least 1999 through at least 2003. The SEC also alleges that Black, Radler and Hollinger Inc. were liable for the Company’s violations of certain federal securities laws during at least this period.

 

The SEC alleges that the scheme used by Black, Radler and Hollinger Inc. included the misuse of so-called “non-competition” payments to divert $85.0 million from the Company to defendants and others; the sale of certain publications owned by the Company at below-market prices to a privately-held company controlled by Black and Radler; the investment of $2.5 million of the Company’s funds in a venture capital fund with which Black and two other former directors of the Company were affiliated; and Black’s approval of a press release by the Company in November 2003 in which Black allegedly misled the investing public about his intention to devote his time to an effort to sell Company assets for the benefit of all of the Company’s stockholders and not to undermine that process by engaging in transactions for the benefit of himself and Hollinger Inc. The SEC further alleges that Black and Radler misrepresented and omitted to state material facts regarding related party transactions to the Company’s Audit Committee and Board of Directors and in the Company’s SEC filings and at the Company’s stockholder meetings.

 

The SEC’s complaint seeks: (i) disgorgement of ill-gotten gains by Black, Radler and Hollinger Inc. and unspecified civil penalties against each of them; (ii) an order enjoining Black and Radler from serving as an officer or director of any issuer required to file reports with the SEC; (iii) a voting trust upon the shares of the Company held directly or indirectly by Black and Hollinger Inc.; and (iv) an order enjoining Black, Radler and Hollinger Inc. from further violations of the federal securities laws.

 

On March 10, 2005, the SEC filed an amended complaint that corrects several minor errors in the original complaint, extends the SEC’s claim of federal securities law violations to Hollinger Inc., and amends the relief sought to include a voting trust upon the shares of the Company that are controlled directly or indirectly by Black and Hollinger Inc. On September 14, 2005, the court granted a motion by the U.S. Attorney’s Office to stay discovery, other than document discovery, pending resolution of the government’s criminal case and investigation. On December 14, 2005, the court granted the U.S. Attorney’s Office’s motion for a complete discovery stay pending resolution of the criminal case. It is not yet possible to determine the ultimate outcome of this action.

 

Receivership and CCAA Proceedings in Canada involving the Ravelston Entities

 

On April 20, 2005, Ravelston and RMI were placed in receivership by the Receivership Order and granted protection by a separate order pursuant to the CCAA Order. The court appointed RSM Richter Inc. as the Receiver to monitor all assets of Ravelston and RMI. On May 18, 2005, the court extended the orders to include Argus Corporation and five of its subsidiaries and provided that nothing in the Receivership Order or the CCAA Order should stay or prevent the Special Committee’s action in the United States District Court for the Northern District of Illinois, including as against Ravelston and RMI. See “— Litigation Involving Controlling Stockholder, Senior Management and Directors” above. According to public filings of Hollinger Inc., the Ravelston Entities own, directly or indirectly, or exercise control or direction over, Hollinger Inc.’s common shares representing approximately 78.3% of the issued and outstanding common stock of Hollinger Inc. Following the amendment of the Company’s SRP to designate the Receiver as an “exempt stockholder”, the Receiver took possession and control over those shares on or around June 1, 2005. The Receiver stated that it took possession and control over those shares for the purposes of carrying out its responsibilities as court appointed officer. As a result of this action, a change of control of the Company may be deemed to have occurred.

 

On June 20, 2005, Hollinger Inc. filed a motion with the Ontario Superior Court of Justice in the context of the CCAA proceedings respecting the Ravelston Entities for an order establishing a claims procedure in respect of such entities. Hollinger Inc. says that it filed its motion to identify claims against the Ravelston Entities, so that creditors of the Ravelston Entities may be in a position to review and consider all strategic alternatives and options to maximize recovery from the assets and property of the Ravelston Entities. On July 13, 2005, Hollinger Inc. filed a further motion with the Ontario Superior Court of Justice in the receivership and CCAA proceedings respecting the Ravelston Entities for an order that certain secured claims owing to Hollinger Inc. and one of its wholly-owned subsidiaries be satisfied in full with common shares of Hollinger Inc. held by the Ravelston Entities. These motions originally scheduled to be heard by the court on July 19, 2005, have been adjourned to a date not yet fixed by the court.

 

On July 19, 2005, the Ontario Superior Court of Justice ordered that the Receiver is to develop a claims process to be submitted to the court for approval by no later than August 31, 2005 and that the stay of proceeding in the CCAA proceeding is lifted for the limited purpose of permitting Hollinger Inc. to proceed with its application to the Ontario Securities Commission (“OSC”) to vary the cease trade order of the OSC to allow attachment and perfection of Hollinger Inc.’s security interest in the common shares of Hollinger Inc. held by the Ravelston Entities. The Receiver submitted a claims process to the Ontario Superior Court of Justice on August 31, 2005 which is subject to approval by the court.

 

By a second order of the Ontario Superior Court of Justice on July 19, 2005, on motion by the Receiver, the court declared that any realization on the common shares of Hollinger Inc. held directly or indirectly by the Ravelston Entities, the ability of any holder of a security interest granted by the Receiver to realize upon such security interest and title to the common shares acquired from the Receiver or through a realization by a security holder, shall be free and clear of any and all forfeiture claims asserted by the United States Attorney under the Racketeer Influenced and Corrupt Organizations Act. This order was made subject to a “comeback clause” permitting the United States Attorney to apply to vary or amend the order. The United States Attorney did not respond to the motion and the court was advised that the United States Attorney took the position that it was not bound by any order made by the Ontario Superior Court of Justice.

 

By a third order of the Ontario Superior Court of Justice on August 25, 2005, on motion by the Receiver, the court authorized the Receiver to enter into a settlement of a dispute between the Receiver and CanWest Global Communications Corp. (“CanWest”) with respect to the termination of the management services agreement among Ravelston, CanWest and The National Post Company dated November 15, 2000. Immediately prior to the appointment of the Receiver, Ravelston gave notice that it would terminate the management services agreement, effective six months later. The following day, after the Receiver was appointed, CanWest terminated the management services agreement on the grounds that Ravelston had ceased carrying on business and had become insolvent. The dispute related to whether a termination fee was payable upon termination. The Receiver claimed that a termination fee of Cdn.$22.5 million was payable, plus an accrued fee of Cdn.$3.0 million for 2005 (one-half of the annual fee). CanWest claimed that no termination fee or accrued management fee was payable. The parties settled the dispute by agreeing that CanWest would pay a termination fee of Cdn.$11.25 million, plus Cdn.$1.5 million in respect of the 2005 annual fee, for a total payment of Cdn.$12.75 million. The court approved this settlement as being fair and reasonable.

 

On August 31, 2005, as mentioned above, the Receiver served a motion seeking to establish a process for the assertion and resolution of claims against the Ravelston Entities. The purpose of the claims process is to determine the status and quantum of creditor claims for the purpose of a distribution to creditors from the estate of the Ravelston Entities.

 

On September 12, 2005, the Ontario Superior Court of Justice made an order approving a claims process in relation to the Ravelston Entities. Pursuant to the court’s order, except for excluded claims, claimants are required to file a proof of claim with the Receiver by December 15, 2005. The Receiver can thereafter accept a claim in whole or in part or reject the claim. The order contains procedures for the resolution of disputed claims. At the request of the Company, a clause was included in the order which provides that, in the event that the Receiver wishes to accept or settle a claim for an amount that equals or exceeds Cdn.$1.0 million, the Company is to receive notice of the claim and the Company has the right to refer the claim to the Ontario Superior Court of Justice for resolution.

Pursuant to the court’s order, the Special Committee Action is an excluded claim. The quantum of the Company’s claim against the Ravelston Entities as asserted in the Special Committee Action will be determined in that proceeding.

 

On October 4, 2005, the Ontario Superior Court of Justice made an order upon application by the Receiver authorizing the Receiver, on behalf of Ravelston, to accept service of the federal indictment described in “— Federal Indictment of Ravelston and Former Company Officials” below, and to voluntarily appear and enter a plea of not guilty to the indictment. Black filed a notice of appeal to the Ontario Court of Appeal. The Receiver disputed Black’s entitlement to appeal the October 4, 2005 order contending that Black required leave to appeal to the Ontario Court of Appeal. On October 18, 2005, a panel of the Ontario Court of Appeal heard argument on the Receiver’s motion to quash Black’s appeal and on Black’s cross-motion for leave to appeal if required.

 

On November 10, 2005, a panel of the Ontario Court of Appeal quashed Black’s appeal of the October 4, 2005 order of the Ontario Superior Court of Justice which had allowed the Receiver, on behalf of Ravelston, to accept service and to voluntarily appear and enter a plea of not guilty in relation to the federal indictment. On November 16, 2005, Black served a motion to stay the Ontario Court of Appeal’s order quashing Black’s appeal, pending an application for leave to appeal to the Supreme Court of Canada. On November 21, 2005, Black served a notice of abandonment, abandoning his stay motion. Immediately after the stay motion was abandoned, the Receiver advised that it had instructed its U.S. criminal counsel to accept service of the federal indictment, and on November 22, 2005, Ravelston entered a not guilty plea.

 

On November 21, 2005, the Ontario Superior Court of Justice entered an order that, among other things, permits the Receiver to use Cdn.$9.25 million from the settlement between the Receiver and CanWest in relation to the dispute over the termination of the management services agreement, in which the Company had a security interest, among Ravelston, CanWest and The National Post Company dated November 15, 2000, to fund the costs of the receivership. As part of the order, the Company was granted a replacement lien on Ravelston’s assets in the amount of Cdn.$9.25 million. This lien is subordinate to certain other liens on Ravelston’s assets, including liens in favor of the Receiver.

 

In its November 21, 2005 order, the Ontario Superior Court of Justice also extended the claims bar date (the “Claims Bar Date”) for filing a proof of claim with the Receiver (previously set for December 15, 2005) to February 16, 2006. The Claims Bar Date was further extended to May 19, 2006, by order of the Ontario Superior Court of Justice dated February 6, 2006. The stay of proceedings for the Ravelston Entities was also extended to June 16, 2006, in that February 6, 2006 Order.

 

On January 25, 2006, the Ontario Superior Court of Justice temporarily lifted the stay of proceedings to permit Black, Amiel Black, Moffat, Black-Amiel, Colson and Boultbee to issue a Statement of Claims against the Ravelston Entities and others, seeking contribution and indemnity in relation to a number of outstanding litigation actions.

 

On January 26, 2006, the Ontario Superior Court of Justice temporarily lifted the stay of proceedings to permit Hollinger Inc. to issue a new Statement of Claim against the Ravelston Entities and others. After granting that Order, Hollinger Inc. then issued the Statement of Claim, and at that point the stay of proceedings was reinstated.

 

On February 22, 2006, the Receiver served a motion in the Ontario Superior Court of Justice seeking to temporarily lift the stay of proceedings to permit Shefsky & Froelich Ltd. (“Shefsky”) to file, issue and serve an Application for a Bankruptcy Order, naming the Receiver as the proposed Trustee in Bankruptcy against each of Ravelston and RMI for the purpose of crystallizing the date of the “initial bankruptcy event”. On February 23, 2006, the Company issued its own motion in the Ontario Superior Court of Justice seeking to temporarily lift the stay of proceedings to permit the Company to file, issue and serve an Application for a Bankruptcy Order against each of Ravelston and RMI, naming A. Farber & Partners Inc. as proposed Trustee in Bankruptcy. The motions were heard on March 1, 2006. The court granted the Receiver’s motion and denied the Company’s motion, stating that “the important issue here is that the bankruptcy event date be crystallized by the issuance of a bankruptcy application” and that it “is for another day” to determine whether the Receiver will be the Trustee in Bankruptcy. On March 2, 2006, Shefsky filed its Application for a Bankruptcy Order, naming the Receiver as the proposed Trustee in Bankruptcy, crystallizing the “initial bankruptcy event” at March 2, 2006.

 

On March 28, 2006, the Ontario Superior Court of Justice issued an Order approving the Receiver’s statement of receipts and disbursements for the period from April 20, 2005 to March 9, 2006, which included legal fees and disbursements of approximately $939,151 and Cdn.$3,049,356 paid to various legal firms and approximately Cdn.$1,211,086 in respect of the Receiver’s fees and disbursements. Aggregate disbursements paid by the Receiver from the Ravelston, RMI and Argus estates during this period, according to the 14th Report of the Receiver, were approximately Cdn.$5,481,670 and $1,242,907.

 

On April 4, 2006, the Ontario Superior Court of Justice ordered and directed the Receiver to provide to the Office of the US Attorney and the US Internal Revenue Service certain documents and information relating to Argent News Inc. (“Argent”) in the possession of the Receiver, including but not limited to, Argent’s balance sheets, accounting documents, correspondence from Argent’s agents and copies of the balance sheets and financial records of Ravelston and RMI showing balances due to and from Argent and records of Hollinger Inc. and certain entities affiliated with it containing similar information. In that same Order, the Court also ordered and directed the Receiver to remit the amount of $1,748.62, relating to employee pension contributions deducted from April 14, 2005 and April 29, 2005 payrolls, together with interest as prescribed under the Pension Benefits Act (Ontario), to Ravelston’s registered pension plan.

 

On June 12, 2006, the Ontario Superior Court of Justice appointed the Receiver as receiver and manager and interim receiver of Argent and ordered and directed that the provisions of the Receivership Order dated April 20, 2005 in respect of the Ravleston entities also apply to Argent. On that date, the Court also extended the stay of proceedings under the CCAA to September 29, 2006 and adjourned the return date for the hearing of the bankruptcy applications filed on March 2, 2006 to September 29, 2006. On September 28, 2006, the Ontario Superior Court of Justice further extended the stay of proceedings under the CCAA to January 19, 2007 and adjourned the return date for the hearing of the bankruptcy applications to January 19, 2007. On January 12, 2007, the Ontario Superior Court of Justice further extended the stay of proceedings under the CCAA to June 8, 2007.

 

On January 22, 2007, Hollinger Inc. and Domgroup Ltd. (“Domgroup”) served a motion record in support of a motion to be heard on a future date to be fixed by the Ontario Superior Court of Justice for an order confirming the validity and enforceability of Hollinger Inc. and Domgroup’s respective security interests in certain of the property, assets and undertakings of Ravelston. Hollinger Inc. and Domgroup allege that they hold secured obligations in excess of Cdn.$25.0 million owing by Ravelston. The Company has advised Hollinger Inc., Domgroup and the court of its intent to bring a cross-motion to stay Hollinger Inc. and Domgroup’s motion or alternatively to establish a schedule for the resolution of the issue.

 

On January 25 and 26, 2007 and February 1, 2007, the Ontario Superior Court of Justice heard a motion brought by the Receiver for an order directing it to enter into a plea agreement with the U.S. Attorney’s Office (Northern District of Illinois) and, subject to the U.S. District Court’s acceptance of the guilty plea, to voluntarily enter a plea of guilty to Count Two of the Third Superseding Indictment dated August 17, 2006, on behalf of Ravelston. The Company supported that motion. On February 9, 2007, the court granted the Receiver’s motion. Black and CBCC appealed the court’s decision. On March 3, 2007, the Ontario appellate court denied the appeal and on March 5, 2007 Ravelston, acting through the Receiver, entered a plea of guilty to Count Two of the Third Superseding Indictment dated August 17, 2007.

 

Hollinger Inc. v. American Home Assurance Company and Chubb Insurance Company of Canada

 

On March 4, 2005, Hollinger Inc. commenced an application in the Ontario Superior Court of Justice against American Home Assurance Company and Chubb Insurance Company of Canada. The relief being sought includes an injunction to restrain the insurers from paying out the limits of their respective policies (which collectively amounts to $50.0 million) to fund a settlement of the claims against the independent directors of the Company that was brought by Cardinal. Although the Company has not been named as a party in this application, the order being sought affects its interests and, for this reason, the Company has been participating in the proceeding. On May 4, 2005, an order was made by the Ontario Superior Court of Justice that all parties wishing to seek relief in relation to various insurance policies issued to the Company, Hollinger Inc. and Ravelston for the year July 1, 2002 to July 1, 2003 must issue notices of application no later than May 13, 2005. On May 12, 2005, the Company filed an application with the Ontario Superior Court of Justice seeking declaratory orders regarding the obligations of certain insurers with whom the Company and its directors have coverage to fund the settlement of the Cardinal

derivative action. On May 13, 2005, applications naming the Company as a respondent were issued in the Ontario Superior Court of Justice by American Home Assurance Company, Chubb Insurance Company of Canada, Temple Insurance Company, Continental Casualty Company, Lloyd’s Underwriters and AXA Corporate Solutions Assurance, and Hollinger Inc. seeking a variety of declaratory orders regarding the appropriateness of the insurers, or some of them, being authorized or required to fund the settlement of the derivative action. Four additional applications have been commenced by various additional parties claiming to have rights under the insurance policies in question, but none of these applications names the Company as a respondent. No damages are being sought in any of these proceedings.

 

These applications were heard by the Ontario Court on July 20-22, November 29-30 and December 1, 2005. In a decision dated January 13, 2006, the Ontario Court provisionally endorsed the funding of the settlement by American Home Assurance Company and Chubb Insurance Company of Canada, but stated that it would conduct further proceedings to resolve certain remaining issues concerning approval of this funding.

 

On April 28, 2006, the Court reaffirmed its approval of the funding of the $50.0 million settlement, but ruled that approximately $300,000 in defense costs that had been submitted to the insurance carriers for reimbursement prior to the execution of settlement on May 3, 2005, and that was in excess of the $2.5 million retention under the policies, could not be passed on to the insurance carriers providing coverage in excess of the American Home Assurance Company and Chubb Insurance Company of Canada policies. The settlement was subsequently approved by the Delaware Court of Chancery and the Company.

 

The Chicago Sun-Times Circulation Cases

 

On October 5, 2004, the Company announced that circulation at the Chicago Sun-Times had been overstated during the period March 1997 to March 2004. Following the announcement, the Company commenced a settlement program targeting approximately 500 major repeat advertisers. The Company participated in a court-approved mediation process that culminated in a class settlement (the “Class Action Settlement”). The Class Action Settlement was given final approval by the Circuit Court of Cook County, Chancery Division, on January 17, 2006. The terms of the Class Action Settlement call for payment by the Chicago Sun-Times to advertisers of $7.6 million in cash and up to $7.3 million in value-added benefits. Additionally, the Chicago Sun-Times will pay cash incentive payments of approximately $0.2 million, additional relief of $50,000, and attorneys’ fees of approximately $5.6 million. The total cash to be paid out by the Chicago Sun-Times under the Class Action Settlement (excluding defense costs and claims administrator costs) is therefore approximately $13.4 million. The cost of value-added benefits paid by the Chicago Sun-Times will vary depending upon the return rate of claims forms.

 

The Company in 2004 and early 2005 made private settlements with major advertisers and agreed to provide value-added advertising benefits, the cost of which will vary depending on the extent the advertisers use these benefits and the nature of the benefit chosen. In 2006, the Company funded all advertiser claims under the Class Action Settlement, made cy pres distributions and reached private settlements with all active non-class member claimants for an aggregate additional cash or cash equivalent consideration of $1.1 million, approximately $575,000 of which is subject to the finalization of documentation between the parties. The Company had previously accrued $27.0 million with regard to advertiser claims related to the circulation overstatement and recorded an additional $0.5 million in 2006 to cover additional fees and expenses. The Company evaluates the adequacy of the reserve on a regular basis and believes the remaining reserve to be adequate, including amounts related to settlements referred to above, as of December 31, 2006.

 

Federal Indictment of Ravelston and Former Company Officials

 

On August 18, 2005, a federal grand jury in Chicago indicted Radler, the Company’s former President and Chief Operating Officer, Mark S. Kipnis (“Kipnis”), the Company’s former Vice President, Corporate Counsel and Secretary, and Ravelston on federal fraud charges for allegedly diverting $32.2 million from the Company through a series of self-dealing transactions between 1999 and May 2001. The indictment, which includes five counts of mail fraud and two counts of wire fraud, alleges that the defendants illegally funneled payments disguised as “non-competition” fees to Radler, Hollinger Inc., and others, at the Company’s expense, and fraudulently mischaracterized bonus payments to certain Company executives as “non-competition” fees in order to defraud Canadian tax

authorities. The transactions alleged in the indictment are among the transactions that form the basis for the Company’s civil claims against Radler, Ravelston, and others in the Special Committee Action. On August 24, 2005, Kipnis entered a not guilty plea. On September 20, 2005, Radler pleaded guilty to one count of fraud. Under a plea bargain, he agreed to cooperate with federal prosecutors, accept a prison sentence of two years and five months and pay a $250,000 fine.

 

On November 17, 2005, the federal grand jury in Chicago returned an expanded indictment naming new defendants and adding additional fraud charges. The new defendants named in the expanded indictment are Black, as well as Boultbee and Atkinson, both of whom are former executive vice presidents of the Company. The new indictment alleges two new fraud schemes in addition to realleging the scheme in the initial indictment. The indictment alleges that, in the first new scheme, defendants fraudulently diverted an additional $51.8 million from the Company’s multibillion-dollar sale of assets to CanWest in 2000. In the second new scheme, the indictment alleges that Black fraudulently misused corporate perquisites. The indictment also alleges that Black, with Boultbee’s assistance, defrauded the Company of millions of dollars in connection with the Company’s renovation of a New York City apartment for Black and Black’s purchase from the Company of another apartment in the same building.

 

On November 22, 2005, Ravelston entered a not guilty plea; on November 29, 2005, Kipnis entered a not guilty plea; on December 1, 2005, Black and Atkinson entered not guilty pleas; and on December 7, 2005, Boultbee entered a not guilty plea. Ravelston subsequently entered a guilty plea pursuant to the terms of a plea agreement with the United States Government. See — Receivership and CCAA Proceedings in Canada involving the Ravelston Entities.

 

On December 15, 2005, the grand jury returned another expanded indictment alleging four new charges against Black and one new charge against Boultbee. The additional charges against Black include one count each of racketeering, obstruction of justice, money laundering, and wire fraud. Boultbee is charged with an additional count of wire fraud. The new indictment also adds a claim for forfeiture that includes Black’s ownership interests in Ravelston and Hollinger Inc. On December 16, 2005, Black and Boultbee entered not guilty pleas to the additional charges.

 

On August 17, 2006, the grand jury returned another expanded indictment adding two new counts against Black, Boultbee, Atkinson, and Kipnis for willfully causing the Company to file false tax returns. The new indictment also adds another claim against Black for forfeiture of a diamond ring and other antiques. On September 8, 2006, the defendants entered not guilty pleas to the additional charges. The trial is scheduled for March 2007.

 

Delaware Insurance Coverage Action

 

On November 9, 2006, the Company commenced an insurance coverage action in the Superior Court of the State of Delaware in and for New Castle County, along with Andreas, Burt, Chambers, Kravis, Strauss, Taubman, Thompson, Weidenfeld and Wexner, against the following companies that sold insurance policies covering the Company and its directors: Royal & SunAlliance Insurance Company of Canada; ACE INA Insurance Company; Zurich Insurance Company; AXA Corporate Solutions Assurance; GCAN Insurance Company (f/k/a Gerling Global Canada); Temple Insurance Company; Continental Casualty Company; Encon Group, Inc.; and Lloyd’s Underwriters. The action is entitled Sun-Times Media Group, Inc. v. Sun-Alliance Insurance Company of Canada, Civ. A. No. 06C-11-108 (RRC) (Del. Superior Ct.). The plaintiffs allege that they have been sued in a number of actions which allege that the plaintiffs have committed various wrongful acts in connection with the governance of the Company and that they have incurred, and will continue to incur, costs to defend themselves in, and/or to resolve, such actions, and that such costs are covered by the insurance policies sold to the Company by defendants. Those costs include sums that the Company is pursuant to its by-laws required to (and has) paid to counsel for the insured outside director plaintiffs. The defendants have either denied coverage or have reserved their rights to deny coverage. The Company is claiming causes of action for declaratory relief, breach of insurance contracts, subrogation, contribution, and bad faith against some or all of the defendants. The Company is seeking a declaration that the defendants are obligated to pay all “Losses” under the policies, including past and future defense costs and any settlement or judgment, in connection with the underlying actions, compensatory damages, and punitive damages, as well as interest, attorneys’ fees, the costs and expenses of this action and such other relief

that the Court deems proper. This action is in a preliminary stage, and it is not yet possible to determine its ultimate outcome.

 

CanWest Arbitration

 

On December 19, 2003, CanWest commenced notices of arbitration against the Company and others with respect to disputes arising from CanWest’s purchase of certain newspaper assets from the Company in 2000. CanWest and the Company have competing claims relating to this transaction. CanWest claims the Company and certain of its direct subsidiaries owe CanWest approximately Cdn.$84.0 million. The Company is contesting this claim, and has asserted a claim against CanWest in the aggregate amount of approximately Cdn.$80.5 million. On February 6, 2006, approximately $17.5 million of the proceeds from the sale of the remaining Canadian Newspaper Operations was placed in escrow, to be held up to seven years, pending a final award, judgment or settlement in respect of the arbitration (“CanWest Arbitration”). The arbitration is scheduled to occur in four hearings, the first of which occurred on February 6-16, 2007, and the remainder of which are scheduled to occur April 9-25, 2007, May 28-June 8, 2007, and June 18-22, 2007. All outstanding matters are expected to be resolved through the four hearings.

 

CanWest and The National Post Company v. Hollinger Inc., Hollinger International Inc., the Ravelston Corporation Limited and Ravelston Management Inc.

 

On December 17, 2003, CanWest and The National Post Company brought an action in the Ontario Superior Court of Justice against the Company and others for approximately Cdn.$25.7 million plus interest in respect of issues arising from a letter agreement dated August 23, 2001 to transfer the Company’s remaining 50% interest in the National Post to CanWest. In August 2004, The National Post Company obtained an order for partial summary judgment ordering the Company to pay The National Post Company Cdn.$22.5 million plus costs and interest. On November 30, 2004, the Company settled the appeal of the partial summary judgment by paying The National Post Company the amount of Cdn.$26.5 million. This amount includes payment of the Cdn.$22.5 million in principal plus interest and related costs. The two remaining matters in this action consist of a claim for Cdn.$2.5 million for capital and operating requirements of The National Post Company and a claim for Cdn.$752,000 for newsprint rebates. This action has been discontinued and claims have been transferred to the CanWest Arbitration on consent of the parties.

 

RMI brought a third party claim in this action against HCPH Co. for indemnification from HCPH Co. in the event CanWest and The National Post Company were successful in their motion for partial summary judgment as against RMI in the main action. CanWest’s motion against RMI was unsuccessful and CanWest’s claim against RMI was dismissed on consent of the parties. RMI’s third party action against HCPH Co. remains outstanding. The Company is seeking a discontinuance of the third party claim and an acknowledgment and release from RMI that HCPH Co. and the Company are not liable on a promissory note issued in connection with the sale of NP Holdings Company.

 

Other Matters

 

The Company and members of the Special Committee have had a suit filed against them before the Ontario Superior Court of Justice by Boultbee whose position as an officer was terminated in November 2003. In November 2003, the Special Committee found that Boultbee received approximately $0.6 million of “non-competition” payments that had not been properly authorized by the Company. The Company was unable to reach a satisfactory agreement with Boultbee for, among other things, repayment of these amounts and as a result, terminated his position as an officer of the Company. Boultbee is asserting claims for wrongful termination, indemnification for legal fees, breach of contract relating to stock options and loss of reputation, and is seeking approximately Cdn.$16.1 million from the defendants. The action is in its preliminary stages, and it is not yet possible to determine its ultimate outcome. On November 18, 2004, the Company and Boultbee resolved Boultbee’s claim for advancement and indemnification of legal fees, as part of which Boultbee agreed to discontinue this portion of his claim. On June 21, 2005, the Company filed a motion to stay this action until the litigation in Illinois involving the Company, Boultbee and others has been concluded. By consent order dated March 27, 2006, this

action is stayed and Boultbee’s claim for advancement and indemnification of legal fees in this action has been discontinued. See “— Litigation Involving Controlling Stockholder, Senior Management and Directors.”

 

On June 27, 2005, Kenneth Whyte, former editor-in-chief of the National Post, filed an action against the Company in the Supreme Court of the State of New York, County of New York, entitled Whyte v. Hollinger International Inc., Index No. 602321/05. Whyte alleges that the Company improperly declined to allow him to exercise his vested stock options in February 2004 and asserts damages of approximately $0.7 million. In September 2005, the Company moved to dismiss the action. On February 28, 2006, the court granted the motion to dismiss one count of the complaint and denied the motion to dismiss the other two counts. This action is in a preliminary stage, and it is not yet possible to determine its ultimate outcome. The Company has agreed to a settlement of this matter that calls for the payment of an immaterial amount to the plaintiff.

 

Stockgroup Information Systems Inc. and Stockgroup Media Inc. (collectively referred to as “Stockgroup”) commenced an action in Ontario against Hollinger Inc. and HCPH Co. Stockgroup alleges that Hollinger Inc. and HCPH Co. owe them damages in respect of advertising credits. Stockgroup is seeking, jointly and severally, the amount of approximately $0.5 million from Hollinger Inc. and HCPH Co., plus interest and costs. The action was commenced on January 14, 2005 against Hollinger Inc. and on May 31, 2005 Stockgroup added HCPH Co. as a defendant. Hollinger Inc. and HCPH Co. have defended the claim. Affidavits of documents have been exchanged and examinations for discovery have been completed. It is not possible to determine the ultimate outcome of this action.

 

The Company becomes involved from time to time in various claims and lawsuits incidental to the ordinary course of business, including such matters as libel, defamation and privacy actions. In addition, the Company is involved from time to time in various governmental and administrative proceedings with respect to employee terminations and other labor matters, environmental compliance, tax and other matters.

 

Management believes that the outcome of any pending claims or proceedings described under “Other Matters” will not have a material adverse effect on the Company taken as a whole.

 

None.

 

The Company’s Class A Common Stock is listed on the NYSE under the trading symbol SVN. At December 31, 2006 there were 64,997,456 shares of Class A Common Stock outstanding, excluding 23,010,566 shares held by the Company, and these shares were held by approximately 72 holders of record and approximately 2,686 beneficial owners. At December 31, 2006, 14,990,000 shares of Class B Common Stock were outstanding, all of which were owned directly or indirectly by Hollinger Inc.

 

The following table sets forth for the periods indicated the high and low sales prices for shares of the Class A Common Stock as reported by the New York Stock Exchange Composite Transactions Tape for the periods since January 1, 2005, and the cash dividends paid per share on the Class A and Class B Common Stock.

 

 

On December 29, 2006, the closing price of the Company’s Class A Common Stock was $4.91 per share.

 

Each share of Class A Common Stock and Class B Common Stock is entitled to receive dividends if, as and when declared by the Board of Directors of the Company. Dividends must be paid equally, share for share, on both the Class A Common Stock and the Class B Common Stock at any time that dividends are paid.

 

As a holding company, the Company’s ability to declare and pay dividends in the future with respect to its Common Stock will be dependent upon, among other factors, its results of operations, financial condition and cash requirements, the ability of its subsidiaries to pay dividends and make payments to the Company under applicable law and subject to restrictions contained in future loan agreements and other financing obligations to third parties relating to such subsidiaries of the Company, as well as foreign and United States tax liabilities with respect to dividends and payments from those entities. On December 13, 2006, the Company announced that its Board of Directors reviewed its dividend policy and voted to suspend the Company’s quarterly dividend of five cents ($0.05) per share.

 

Equity Compensation Plan Information

 

 

 

 

See Note 15 to the consolidated financial statements herein for the summarized information about the Company’s equity compensation plans.

 

Recent Sales of Unregistered Securities

 

None.

 

Purchases of Equity Securities by the Issuer and Affiliated Purchasers

 

None.

 

Stockholder Return Performance Graph

 

The following graph compares the percentage change in the Company’s cumulative total stockholder return on its Class A Common Stock (assuming all dividends were reinvested at the market price on the date of payment) against the cumulative total stockholder return of the NYSE Market Index and the Hemscott Group Index — Newspapers for the period commencing with December 31, 2001 through December 31, 2006. The Class A Common Stock is listed on the NYSE under the symbol “SVN”.

 

Comparison of Cumulative Total Return of the
Company, Peer Groups, Industry Indexes and/or Broad Markets

 

 

ASSUMES $100 INVESTED ON JAN. 01, 2002
ASSUMES DIVIDEND REINVESTED
FISCAL YEAR ENDING DEC. 31, 2006

 

 

Source: Hemscott Inc.
2108 Laburnum Avenue
Richmond, VA 23227
Phone: (301) 760-2609
Fax: (240) 465-8989

 

The information in the graph was prepared by Hemscott Inc. The graph assumes an initial investment of $100.00 and reinvestment of dividends during the period presented.

 

 

 

 

 

 

 

 

As a result of the investigation, the Company determined that stock-based compensation expense, included in “Operating costs and expenses” in the Consolidated Statements of Operations Data, was misstated in its previously issued financial statements. The Company has restated its Consolidated Statements of Operations Data for the years ended December 31, 2002 through 2005 due to the correction of the accounting errors in prior periods. For the grant in 2000, the most likely measurement date preceded the originally stated grant date. The most likely measurement date was subsequent to the originally stated measurement date for the grants in 1999, 2001 and 2002. For the grant in 2000, the stock price on the originally stated grant date was lower than that on the most likely measurement date and effectively constituted a modification of the option price and this grant has been reflected in the restated consolidated financial statements as a variable stock option award. For the grants in 1999, 2001 and 2002, the

intrinsic value of the grants calculated on the most likely measurement date has been amortized to expense over the vesting period of the award in the restated consolidated financial statements. Using the most likely measurement date, the Company has determined that $5.6 million of incremental stock-based compensation would have been recognized for the years 1999 through 2005. See Note 2 to the consolidated financial statements. The consolidated financial statements for all periods presented reflect the impact of the reclassifications as described in Note 1(r).

 

The following table sets forth the net effect of the restatement on specific amounts presented in the Statement of Operations Data (after effect of discontinued operations and reclassifications) for the years ended December 31:

 

 

General

 

The results of operations and financial condition of the Canadian Newspaper Operations and those operations sold in prior years, the largest of which was the Telegraph Group, are reported as discontinued operations for all periods presented. All amounts relate to continuing operations unless otherwise noted.

 

Overview

 

The Company’s business is concentrated in the publishing, printing and distribution of newspapers under a single operating segment. The Company’s revenue includes the Chicago Sun-Times, Post Tribune, Daily Southtown, Naperville Sun and other city and suburban newspapers in the Chicago metropolitan area. Segments that had previously been reported separately from the Sun-Times News Group are either included in discontinued operations (such as the Telegraph Group) or included in “Corporate expenses” (such as the former Investment and Corporate

Group) for all periods presented. Any remaining administrative or legacy expenses related to sold operations are also included in “Corporate expenses” for all periods presented.

 

The Company’s revenue is primarily derived from the sale of advertising space within the Company’s publications. Advertising revenue accounted for approximately 78% of the Company’s consolidated revenue for the year ended December 31, 2006. Advertising revenue is largely comprised of three primary sub-groups: retail, national and classified. Advertising revenue is subject to changes in the economy in general, on both a national and local level, and in individual business sectors. The Company’s advertising revenue experiences seasonality, with the first quarter typically being the lowest. Due to the recent decreasing revenue trend, advertising revenue for the third quarter of 2006 is lower than advertising revenue for the first quarter of 2006. Advertising revenue is recognized upon publication of the advertisement.

 

Approximately 20% of the Company’s revenue for the year ended December 31, 2006 was generated by circulation of the Company’s publications. This includes sales of publications to individuals on a single copy or subscription basis and to sales outlets, which then re-sell the publications. The Company recognizes circulation revenue from subscriptions on a straight-line basis over the subscription term and single-copy sales at the time of distribution. The Company also generates revenue from job printing and other activities which are recognized upon delivery.

 

Significant expenses for the Company are editorial, production and distribution costs and newsprint and ink. Editorial, production and distribution compensation expenses, which includes benefits, were approximately 26% of the Company’s total operating revenue and other editorial, production and distribution costs were approximately 19% of the Company’s total operating revenue for the year ended December 31, 2006. Compensation costs are recognized as employment services are rendered. Newsprint and ink costs represented approximately 16% of the Company’s total operating revenue for the year ended December 31, 2006. Newsprint prices are subject to fluctuation as newsprint is a commodity and can vary significantly from period to period. Newsprint costs are recognized upon consumption. Collectively, these costs directly related to producing and distributing the product are presented as cost of sales in the Company’s Consolidated Statement of Operations. Corporate expenses, representing all costs incurred for U.S. and Canadian administrative activities at the Corporate level including audit, tax, legal and professional fees, directors and officers insurance premiums, stock compensation, corporate wages and benefits and other public company costs, represented 12% of total operating revenue for the year ended December 31, 2006.

 

Management fees paid to Ravelston, RMI and other affiliated entities and costs related to corporate aircraft were incurred at the corporate level. With the termination of the management services agreements effective June 1, 2004 and the sale of one aircraft and lease cancellation of the other, similar charges are not expected to be incurred in future periods. However, litigation against the Company related to the lease cancellation was settled on December 22, 2005 resulting in a charge of $0.8 million included in “Other income (expense), net” in the accompanying Consolidated Statement of Operations for the year ended December 31, 2005. See Note 22(a) to the consolidated financial statements.

 

All significant intercompany balances and transactions have been eliminated in consolidation.

 

Developments Since December 31, 2006

 

The following events may impact the Company’s consolidated financial statements for periods subsequent to those covered by this report.

 

On May 3, 2005, certain of the Company’s current and former independent directors agreed to settle claims brought against them in Cardinal Value Equity Partners, L.P. v. Black, et al. The settlement provided for $50.0 million to be paid to the Company. The settlement, which was conditioned upon funding of the settlement amount by proceeds from certain of the Company’s directors and officers liability insurance policies was approved by the Delaware Court of Chancery in November 2006 and was received by the Company in January 2007. The $50.0 million settlement was included in “Other current assets” at December 31, 2006 in the Company’s Consolidated Balance Sheet. Approximately $2.5 million of this settlement was paid to Cardinal’s counsel as attorney fees in January 2007.

 

On February 26, 2007, the Company received a report from the Special Committee regarding the results of the Special Committee’s previously disclosed investigation into stock option awards to executives and key employees through 2003, when the Company ceased granting stock options. The investigation concluded that the grant measurement dates used to account for some stock option awards between 1999 and 2002 were incorrect. The Company has reviewed and evaluated the results of the Special Committee investigation and recent guidelines established by the SEC.

 

On February 28, 2007, the Audit Committee of the Board of Directors of the Company, after reviewing all factors it deemed relevant, determined that prior year financial statements will be restated as a result of the stock option backdating. See footnote 6 to Item 6 “— Selected Financial Data” and Note 2 to the consolidated financial statements.

 

Significant Transactions in 2006

 

In January 2006, the Company announced a reorganization of its operations aimed at accelerating and enhancing its strategic growth and improving its operating results. The plan included a targeted 10% reduction in full-time staffing levels. Certain of the costs directly associated with the reorganization included voluntary and involuntary termination benefits. Such costs, amounting to $9.2 million for the year ended December 31, 2006, are included in “Other operating costs” in the Consolidated Statement of Operations. An additional $9.6 million in severance was incurred in 2006 not related directly to the reorganization, of which $2.6 million and $7.0 million are included in “Other operating costs” and “Corporate expenses,” respectively, in the Consolidated Statement of Operations. These estimated costs have been recognized in accordance with SFAS No. 88 (as amended) related to incremental voluntary termination severance benefits and SFAS No. 112 for the involuntary, or base, portion of termination benefits under the Company’s established termination plan and practices.

 

The reorganization targeted a net workforce reduction of approximately 260 full-time employees by the end of 2006. As of December 31, 2006, approximately 160 employees had accepted voluntary termination and an additional 65 employees were involuntarily terminated. The Company realized the remainder of the targeted workforce reduction through attrition.

 

On February 6, 2006, the Company completed the sale of substantially all of its remaining Canadian Newspaper Operations, consisting of, among other things, approximately 87% of the outstanding equity units of Hollinger Canadian Newspapers, Limited Partnership and all of the shares of Hollinger Canadian Newspapers GP Inc., Eco Log Environmental Risk Information Services Ltd. and KCN Capital News Company, for an aggregate sale price of $106.0 million, of which approximately $17.5 million was placed in escrow ($17.8 million including interest and foreign exchange effects as of December 31, 2006). A majority of the escrow may be held up to seven years, and will be released to either the Company, Glacier Ventures International Corp. (the purchaser) or CanWest upon a final award, judgment or settlement being made in respect of certain pending arbitration proceedings involving the Company, its related entities and CanWest. In addition, the Company received $4.3 million in the second quarter of 2006, and received an additional $2.8 million in July 2006, related to working capital and other adjustments. The Company recognized a gain on sale of approximately $20.3 million, net of taxes, which is included in “Gain from disposal of business segment” in the Consolidated Statements of Operations for the year ended December 31, 2006.

 

On March 15, 2006, the Company announced that its Board of Directors had authorized the repurchase of up to an aggregate value of $50.0 million of the Company’s common stock in the open market and privately negotiated transactions. The stock purchase program began following the filing of the 2005 Form 10-K filed with the SEC on March 31, 2006. The Company completed this program, purchasing an aggregate of approximately 6.2 million shares for approximately $50.0 million, including related transaction fees.

 

In March 2006, the Company and Black reached an agreement over past legal fees to be paid on behalf of Black. Under the agreement, the Company agreed to advance specified percentages of Black’s legal fees in particular matters going forward. See “Legal Proceedings — Black v. Hollinger International Inc., filed on May 13, 2005.”

 

The costs incurred by the Company in connection with its investigations, disputes and legal proceedings relating to transactions between the Company and certain former executive officers and directors are summarized in the following table:

 

 

 

 

On April 27, 2006, the Company filed with the SEC a Form S-8 registering shares to be issued under the Hollinger International Inc. 1999 Stock Incentive Plan and the registration statements for the Company’s stock incentive plans were effective as of that date. The Company notified option grantees that the suspension of option exercises that had been in effect since May 1, 2004 (the “Suspension Period”) would end on May 1, 2006 related to vested options under the Company’s stock incentive plans. Participants of the stock incentive plans whose employment had been terminated received 30 days following the lifting of the Suspension Period to exercise options that were vested at the termination of their employment. During this period, current and former employees and Directors exercised approximately 1.4 million options and approximately 1.6 million options expired after the 30 day period. The shares related to options exercised were issued from the Company’s Treasury Stock.

 

On May 17, 2006, the Company announced that its Board of Directors authorized the repurchase of common stock utilizing approximately $8.2 million of proceeds from the sale of Hollinger Digital LLC and $9.6 million of proceeds from stock options exercised in 2006. In addition, on June 13, 2006 the Company announced that its Board of Directors had authorized an additional $50.0 million for the repurchase of common stock. Through December 31, 2006, the Company repurchased approximately 6.0 million shares for approximately $45.7 million, including related transaction fees, out of the $67.8 million authorized subsequent to the program announced on March 15, 2006.

 

On June 13, 2006, our stockholders approved the amendment of the Hollinger International Inc. Restated Certificate of Incorporation, changing the Company’s name to Sun-Times Media Group, Inc., which became effective on July 17, 2006. The Company’s stock symbol on the NYSE changed from HLR to SVN.

 

On June 13, 2006, the Company announced that Raymond G.H. Seitz was elected non-Executive Chairman of the Board of Directors. Paris, the previous Chairman, retained the position of President and CEO (until November 15, 2006).

 

On July 13, 2006, Stanley M. Beck and Randall C. Benson submitted their resignations from the Company’s Board of Directors.

 

On September 13, 2006 the Company announced its intention to close its New York corporate office and relocate its remaining New York-based corporate functions to its Chicago headquarters, which occurred in the fourth quarter of 2006. The Company’s New York-based former CEO and President and the Vice President, General Counsel and Secretary terminated employment effective December 29, 2006. The position of Vice President, General Counsel was assumed by the Assistant General Counsel, who has been based in Chicago since January 2005. See Note 4 to the consolidated financial statements.

 

On November 15, 2006, the Company announced the appointment of Cyrus F. Freidheim, a member of the Board of Directors, as President and CEO.

 

In November 2006, the Delaware Court of Chancery approved the settlement of Cardinal Value Equity Partners L.P. v. Black, et al., which provided for $50.0 million to be paid to the Company. The Company received the settlement in January 2007 and paid Cardinal’s counsel approximately $2.5 million as attorney fees.

 

Based on information accumulated by a third party from data submitted by Chicago area newspaper organizations, newspaper print advertising declined approximately 5% during 2006 for the greater Chicago market versus the comparable period in 2005. The equivalent advertising revenue for the Sun-Times Media Group declined approximately 10% in the year ended December 31, 2006. Based on these market conditions and the potential of these negative trends continuing, the Company is considering a range of options to address the resulting significant shortfall in performance and cash flow. The Company suspended paying quarterly dividends effective December 2006. See “Liquidity and Capital Resources.”

 

Critical Accounting Policies and Estimates

 

The preparation of the Company’s consolidated financial statements requires it to make estimates and judgments that affect the reported amounts of assets, liabilities, revenue and expenses, and related disclosure of contingent assets and liabilities. On an ongoing basis, the Company evaluates its estimates, including those related to areas that require a significant level of judgment or are otherwise subject to an inherent degree of uncertainty. These areas include bad debts, goodwill, intangible assets, income taxes, pensions and other postretirement benefits, contingencies and litigation. The Company bases its estimates on historical experience, observance of trends in particular areas, information available from outside sources and various other assumptions that are believed to be reasonable under the circumstances. Information from these sources form the basis for making judgments about the carrying values of assets and liabilities that may not be readily apparent from other sources. Actual amounts may differ from these estimates under different assumptions or conditions.

 

The Company believes the following critical accounting policies reflect the more significant judgments and estimates used in the preparation of the consolidated financial statements.

 

Accruals for Contingent Tax Liabilities

 

At December 31, 2006, the Company’s Consolidated Balance Sheet includes $990.8 million of accruals intended to cover contingent liabilities for taxes and interest it may be required to pay in various tax jurisdictions. A substantial portion of the accruals relates to the tax treatment of gains on the sale of a portion of the Company’s non-U.S. operations. The accruals to cover contingent tax liabilities also relate to management fees, “non-competition” payments and other items that have been deducted in arriving at taxable income, which deductions may be disallowed by taxing authorities. If those deductions were to be disallowed, the Company would be required

to pay additional taxes and interest since the dates such taxes would have been paid had the deductions not been taken. The Company may also be subject to penalties. The ultimate resolution of these tax contingencies will be dependent upon a number of factors, including discussions with taxing authorities and the nature, extent and timing of any restitution or reimbursement received by the Company.

 

The Company believes that the accruals that have been recorded are adequate to cover the tax contingencies. If the ultimate resolution of the tax contingencies is more or less favorable than what has been assumed by management in determining the accruals, the accruals may ultimately be excessive or inadequate in amounts that are not presently determinable, but such amounts may be material to the Company’s consolidated financial position, results of operations, and cash flows. See “Recent Accounting Pronouncements.”

 

Allowance for Doubtful Accounts

 

The Company maintains allowances for doubtful accounts for estimated losses resulting from the inability of customers to make required payments. If the financial condition of customers were to deteriorate, resulting in an impairment of their ability to make payments, additional allowances could be required.

 

Potential Impairment of Goodwill

 

The Company has significant goodwill recorded in its Consolidated Balance Sheets. The Company is required to determine at least annually, whether or not there has been any permanent impairment in the value of these assets. Certain indicators of potential impairment that could impact the Company include, but are not limited to, the following: (i) a significant long-term adverse change in the business climate that is expected to cause a substantial decline in advertising spending, (ii) a permanent significant decline in newspaper readership, (iii) a significant adverse long-term negative change in the demographics of newspaper readership and (iv) a significant technological change that results in a substantially more cost effective method of advertising than newspapers. Certain negative trends in advertising spending and declines in circulation have not been significant enough to result in a permanent impairment of the Company’s goodwill.

 

Valuation Allowance — Deferred Tax Assets

 

The Company records a valuation allowance to reduce the deferred tax assets to the amount which, the Company estimates, is more likely than not to be realized. While the Company has considered future taxable income and ongoing tax planning strategies in assessing the need for the valuation allowance, if the Company were to determine that it would be able to realize deferred tax assets in the future in excess of the net recorded amount, the resulting adjustment to deferred tax assets would increase net earnings in the period such a determination was made. Similarly, should the Company determine that it would not be able to realize all or part of the deferred tax assets in the future, an adjustment to deferred tax assets would decrease net earnings in the period that such a determination was made.

 

Defined Benefit Pension Plans and Postretirement Benefits

 

The Company sponsors several defined benefit pension and postretirement benefit plans for domestic and foreign employees. These defined benefit plans include pension and postretirement benefit obligations, which are calculated based on actuarial valuations. In determining these obligations and related expenses, key assumptions are made concerning expected rates of return on plan assets and discount rates. In making these assumptions, the Company evaluates, among other things, input from actuaries, expected long-term market returns and current high-quality bond rates. The Company will continue to evaluate the expected long-term rates of return on plan assets and discount rates at least annually and make adjustments as necessary, which could change the pension and postretirement obligations and expenses in the future.

 

Unrecognized actuarial gains and losses are recognized by the Company over a period of approximately 12 years, which represents the weighted-average remaining service life of the employee group. Unrecognized actuarial gains and losses arise from several factors including experience, changes in assumptions and from differences between expected returns and actual returns on assets. At the end of 2006, the Company had unrecognized net actuarial losses of $76.5 million. These unrecognized amounts could result in an increase to

pension expense in future years depending on several factors, including whether such losses exceed the corridor in accordance with SFAS No. 87, “Employers’ Accounting for Pensions” (“SFAS No. 87”) and SFAS No. 106 “Employers Accounting for Postretirement Benefits Other than Pensions” (“SFAS No. 106”).

 

During 2006, the FASB issued SFAS No. 158, “Employers’ Accounting for Defined Benefit Pension and Other Postretirement Plans” (“SFAS No. 158”). The Company has adopted the SFAS No. 158 requirements for the December 31, 2006 financial statements and disclosures. SFAS No. 158 requires the Company to recognize the unrecognized actuarial gains and losses as a component of other comprehensive income, net of tax, in the equity section of the balance sheet. Amounts recognized in other comprehensive income will be adjusted in subsequent periods as they are recognized as a component of net periodic benefit cost pursuant to the recognition and amortization provisions of SFAS No. 87 and No. 106.

 

During 2006, the Company made contributions of $3.3 million to defined benefit pension plans. Global capital market and interest rate fluctuations could impact future funding requirements for such plans. If the actual operation of the plans differs from the assumptions, additional Company contributions may be required. If the Company is required to make significant contributions to fund the defined benefit pension plans, reported results could be adversely affected, and the Company’s cash flow available for other uses would be reduced. The Company expects to contribute approximately $9.3 million to these plans in 2007.

 

Restatements and Reclassifications

 

As described in footnote 6 to Item 6 “— Selected Financial Data” and Note 2 to the consolidated financial statements, the Company has restated the financial statements and related data for prior periods. The following discussion and analysis of results of operations and financial condition is based on such restated financial information. As previously stated, all amounts relate to continuing operations unless otherwise noted. Certain amounts for prior periods have been reclassified to conform to the current year’s presentation. See Note 1(r) to the consolidated financial statements.

 

Results of Operations for the Years ended December 31, 2006, 2005 and 2004

 

The following table sets forth for the periods indicated, certain items derived from the Consolidated Statements of Operations.

 

 

 

 

 

 

Basis of Presentation

 

The Company’s Sun-Times News Group newspaper operation is on a 52 week/53 week accounting cycle. This generally results in the reporting of 52 weeks or 364 days in each annual period. However, the year ended December 31, 2006 contained 53 weeks. This additional week added approximately $5.0 million to advertising revenue, $1.5 million to circulation revenue, $6.6 million to total operating revenue, $4.5 million to cost of sales ($2.1 million in wages and benefits, $1.0 million in newsprint and ink and $1.4 million in other costs), $0.6 million in sales and marketing expenses and $1.0 million in other selling, general and administrative expenses. As a result, the 53rd week added approximately $0.5 million in operating income as well as earnings from continuing operations before income taxes. The Statement of Operations Data above and the following discussion include the impact of the 53rd week. Note that Corporate and indemnification, investigation and litigation costs, net are presented on a calendar year basis in all years.

 

2006 Compared with 2005

 

Loss from Continuing Operations — Overview

 

Loss from continuing operations in 2006 amounted to $77.6 million, or a loss of $0.91 per share, compared to a loss of $45.5 million in 2005, or a $0.50 loss per share. The increase in loss from continuing operations of $32.1 million was largely due to lower revenue in 2006 of $39.2 million, an increase in corporate expenses of $8.3 million, an increase in income tax expense of $15.0 million and increase in other operating costs of $18.4 million. These amounts were partially offset by a decrease in indemnification, investigation and litigation costs, net of $31.0 million to a net recovery of $17.4 million (reflecting a net $47.5 million directors and officers insurance recovery) in 2006 from costs of $13.6 million in 2005 (net of $32.4 million in recoveries resulting from a

settlement with Torys LLP and the recovery of indemnification payments from Black), lower sales and marketing expense of $7.0 million and an improvement in other income (expense) of $11.9 million.

 

Operating Revenue and Operating Loss — Overview

 

Operating revenue and operating loss in 2006 was $418.7 million and $39.0 million, respectively, compared with operating revenue of $457.9 million and an operating loss of $9.9 million in 2005. The decrease in operating revenue of $39.2 million compared to the prior year is largely a reflection of a decrease in advertising revenue of $33.2 million and circulation revenue of $4.6 million. The $29.0 million increase in operating loss in 2006 is primarily due to the $39.2 million decrease in total operating revenues, an increase in other operating costs of $18.4 million, which was largely due to severance payments, professional fees and infrequent items and an increase in corporate expenses of $8.3 million, which was largely in legal and professional fees and severance expense. These increases were partially offset by lower indemnification, investigation and litigation costs, net of $31.0 million, including recoveries of $47.5 million and $32.4 million, in 2006 and 2005, respectively, and lower sales and marketing costs of $7.0 million.

 

Operating Revenue

 

Operating revenue was $418.7 million in 2006 compared to $457.9 million in 2005, a decrease of $39.2 million. As previously noted, the effect of the 53rd week added $6.6 million to operating revenue.

 

Advertising revenue was $324.6 million in 2006 compared with $357.8 million in 2005, a decrease of $33.2 million or 9.3%. The decrease was largely a result of lower retail advertising revenue of $14.4 million, lower classified advertising of $16.4 million and lower national advertising revenue of $6.7 million, partially offset by increased Internet advertising revenue of $4.3 million.

 

Circulation revenue was $83.6 million in 2006 compared with $88.2 million in 2005, a decrease of $4.6 million. The decline in circulation revenue was attributable to declines in volume, primarily in the daily single copy category.

 

Operating Costs and Expenses

 

Total operating costs and expenses in 2006 were $457.7 million, compared with $467.8 million in 2005, a decrease of $10.2 million. This decrease is largely reflective of lower indemnification, investigation and litigation costs, net of $31.0 million, reflecting settlements in 2006 and 2005 of $47.5 million and $32.4 million, respectively, lower cost of sales of $1.9 million, which includes lower newsprint and ink expense of $4.8 million and lower sales and marketing expenses of $7.0 million. These decreases were partially offset by higher other operating costs of $18.4 million, higher corporate expenses of $8.3 million and higher depreciation and amortization expense of $3.2 million. As previously noted, the effect of the 53rd week added approximately $6.1 million to total operating costs and expenses.

 

Cost of sales, which includes newsprint and ink, as well as distribution, editorial and production costs was $256.7 million for 2006, compared with $258.7 million for the same period in 2005, a decrease of $1.9 million. Wages and benefits were $110.3 million in 2006 and $110.5 million in 2005, a decrease of $0.1 million. The slight decrease in wages and benefits reflects the impact of workforce reductions resulting from the reorganization offset by merit and union pay increases. See Item 1 “Business — Recent Developments.” Newsprint and ink expense was $67.2 million for 2006, compared with $72.0 million in 2005, a decrease of $4.8 million or approximately 6.7%. Total newsprint consumption in 2006 decreased approximately 18% compared with 2005, and the average cost per metric ton of newsprint in 2006 was approximately 12% higher than in 2005. Other cost of sales increased $3.0 million to $79.2 million in 2006 from $76.2 million in 2005, largely due to higher distribution costs of $2.3 million including professional fees of $0.7 million, largely related to the plant closings and related reorganization activities in the distribution function.

 

Included in selling, general and administrative costs are sales and marketing expenses, other operating costs including administrative support functions, such as information technology, finance and human resources, and corporate expenses and indemnification, investigation and litigation costs, net .

 

Total selling, general and administrative costs were $167.0 million in 2006 compared to $178.4 million for the same period in 2005, a decrease of $11.4 million. Indemnification, investigation and litigation costs, net decreased $31.0 million largely due to the winding down of investigation activities and a $47.5 million insurance settlement recorded in 2006, compared with a $32.4 million settlement in 2005, lower sales and marketing expense of $7.0 million, partially offset by higher other operating costs of $18.4 million and higher corporate expenses of $8.3 million.

 

Sales and marketing costs were $66.5 million in 2006, compared to $73.5 million in 2005, a decrease of $7.0 million, largely due to lower bad debt expense of $3.0 million and lower wages and benefits of $2.8 million due to workforce reductions resulting from the reorganization of the sales function and integration of sales activities across the group, partially offset by wage increases and additional headcount for strategic marketing capability.

 

Other operating costs consist largely of accounting and finance, information technology, human resources, property and facilities and other general and administrative costs supporting the newspaper operations. Other operating costs were $66.2 million in 2006, compared to $47.8 million in 2005, an increase of $18.4 million. This increase is largely due to higher severance cost of $11.8 million, of which $9.2 million related to the reorganization, increased professional fees of $2.2 million to support reorganization activities, infrequent items of $2.3 million, (including $0.8 million related to a write-off of a cancelled system development project, $0.8 million reserve for a contract dispute and $0.5 million related to additional legal fees in respect of circulation restitution activities) and higher property and facility expenses of $0.5 million. See Note 17 to the consolidated financial statements.

 

Corporate operating expenses in 2006 were $51.7 million compared to $43.4 million in 2005, an increase of $8.3 million. This increase is largely due to higher legal and professional fees of $8.0 million reflecting higher internal audit and other compliance activity and professional service fees and $2.0 million for an expense related to an estimated liability for unclaimed property, partially offset by lower compensation expenses of $0.5 million and lower insurance costs, primarily directors and officers of $2.0 million. The decrease in compensation includes lower salary and wages of $5.0 million which reflects lower incentive compensation costs of $1.8 million and duplicative corporate accounting costs in 2005 resulting from the transition of this function from Toronto, Ontario to Illinois. The remaining decrease in compensation is due to lower pension expense of $2.9 million, lower other benefits of $0.4 million, partially offset by a $5.8 million increase in severance expense and an increase in stock-based compensation of $1.9 million. See Notes 15 and 17 to the consolidated financial statements.

 

Indemnification, investigation and litigation costs, net in 2006 were a net recovery of $17.4 million compared to an expense of $13.6 million in 2005, an improvement of $31.0 million. In 2006, the Company recorded a net recovery of $47.5 million resulting from an insurance settlement and in 2005 the Company recorded $32.4 million in recoveries resulting from a settlement with Torys LLP and the recovery of indemnification payments from Black. Special Committee costs decreased $14.3 million to $4.7 million in 2006 from $19.0 million in 2005 as the investigation activities were winding down. See Note 18 to the consolidated financial statements.

 

Depreciation and amortization expense in 2006 was $33.9 million compared with $30.7 million in 2005, an increase of $3.2 million. In 2006 the Company recorded additional depreciation expense of $2.7 million related to printing facility closings in Chicago, Illinois, Gary, Indiana and the New York office. Amortization expense includes $7.5 million and $7.7 million in 2006 and 2005, respectively, related to capitalized direct response advertising costs.

 

As a result of the items noted above, operating loss in 2006 was $39.0 million compared with $9.9 million in 2005, an increased loss of $29.0 million.

 

Interest and Dividend Income

 

Interest and dividend income in 2006 amounted to $16.8 million compared to $11.6 million in 2005, an increase of $5.2 million, largely due to higher average cash and cash equivalent balances and higher interest rates.

 

Other Income (Expense), Net

 

Other income (expense), net, in 2006 improved by $6.5 million to income of $2.6 million from net expense of $3.8 million in 2005, primarily due to decreased foreign exchange losses of $5.1 million, lower equity in losses of

affiliates of $1.5 million and legal and sales tax settlements of $1.6 million in 2005, which were somewhat offset by loss on sale of investments of $0.1 million in 2006 compared to a gain of $2.3 million in 2005. See Note 19 to the consolidated financial statements.

 

Income Taxes

 

Income taxes were $57.4 million and $42.5 million in 2006 and 2005, respectively. The Company’s income tax expense varies substantially from the U.S. Federal statutory rate primarily due to provisions for contingent liabilities to cover additional taxes and interest the Company may be required to pay in various tax jurisdictions, changes in the valuation allowance for deferred tax assets and the impact of intercompany and other transactions between U.S. and foreign entities. Provisions related to contingent liabilities for additional taxes and interest that may be payable amounted to $29.0 million and $81.5 million in 2006, respectively, and $0.6 million and $53.7 million in 2005, respectively. In addition, the Company recognized income tax benefits (including interest) of $39.3 million and $16.2 million in 2006 and 2005, respectively, resulting from reductions of accruals for certain contingent tax liabilities because such accruals were no longer deemed to be necessary. The Company increased the valuation allowance related to its deferred tax assets to give effect to its assessment of the prospective realization of certain future taxes by $5.4 million in 2006 and $8.9 million in 2005. Intercompany and other transactions resulted in expense of $2.2 million and $4.6 million in 2006 and 2005, respectively. See Note 20 to the consolidated financial statements.

 

2005 Compared with 2004

 

Loss from Continuing Operations — Overview

 

Loss from continuing operations in 2005 amounted to $45.5 million, or a loss of $0.50 per share, compared to a loss of $156.5 million in 2004, or a $1.73 loss per share. The decrease in loss from continuing operations of $111.0 million was due to a decrease in indemnification, investigation and litigation costs, net of $46.5 million to $13.6 million (net of $32.4 million in recoveries resulting from a settlement with Torys LLP and indemnification payments from Black) in 2005 from $60.1 million in 2004, a loss in 2004 of $60.4 million related to premiums, fees and other costs to purchase and retire the 9% Senior Notes due 2010 (the “9% Senior Notes”) and related derivatives, a loss in 2004 of $22.7 million related to a special purpose trust (the “Participation Trust”) and related debentures issued by CanWest (the “CanWest Debentures”) and for which the Company retained foreign exchange rate risks between the Canadian and U.S. dollar, lower interest expense of $18.9 million, largely due to the repayment of the Senior Notes and lower compensation, insurance, legal and professional, sales and marketing expense, and circulation restitution costs aggregating $15.6 million (as enumerated below). These improvements were partially offset by lower revenue in 2005 of $6.6 million, increased tax expense in 2005 of $13.0 million, and a decrease in gains on sale of operating assets of $36.8 million. See Note 17 to the consolidated financial statements.

 

Operating Revenue and Operating Loss — Overview

 

Operating revenue and operating loss in 2005 was $457.9 million and $9.9 million, respectively, compared with operating revenue of $464.4 million and an operating loss of $30.8 million in 2004. The decrease in operating revenue of $6.6 million compared to the prior year is largely a reflection of a decrease in advertising revenue of $4.5 million and circulation revenue of $1.9 million. The $20.9 million decrease in operating loss in 2005 is primarily due to a decrease in indemnification, investigation and litigation costs, net of $46.5 million, including the $32.4 million recovery, and decreased corporate expenses excluding the effect of losses on the sale of assets of $15.1 million. These decreases were somewhat offset by a decrease of $36.8 million in gains on the sale of operating assets, including a real estate joint venture and related assets (see Note 17 to the consolidated financial statements) and the previously mentioned decline in revenue.

 

Operating Revenue

 

Operating revenue was $457.9 million in 2005 compared to $464.4 million in 2004, a decrease of $6.6 million.

 

Advertising revenue was $357.8 million in 2005 compared with $362.4 million in 2004, a decrease of $4.5 million or 1.3%. The decrease was largely a result of lower retail advertising revenue of $3.2 million, lower

classified advertising of $4.0 million and lower national advertising revenue of $0.5 million, partially offset by increased Internet advertising revenue of $3.1 million.

 

Circulation revenue was $88.2 million in 2005 compared with $90.0 million in 2004, a decrease of $1.9 million. The decline in circulation revenue was attributable primarily to discounted subscription pricing, particularly in suburban newspapers, of $1.5 million, and volume declines in the daily single copy market.

 

Operating Costs and Expenses

 

Total operating costs in 2005 were $467.8 million, compared with $495.3 million in 2004, a decrease of $27.5 million. This decrease is largely reflective of lower indemnification, investigation and litigation costs, net of $46.5 million, lower corporate expenses of $23.1 million and lower sales and marketing expenses of $2.0 million. These decreases were partially offset by higher other operating costs of $40.8 million, higher wages and benefits related to cost of sales of $1.8 million and higher newsprint and ink expenses of $1.0 million.

 

Cost of sales, which includes newsprint and ink, as well as distribution, editorial and production costs was $258.7 million for 2005, compared with $255.0 million for the same period in 2004 an increase of $3.7 million. Wages and benefits were $110.5 million in 2005 and $108.7 million in 2004, an increase of $1.9 million or approximately 1.7% reflecting merit and union pay increases. Newsprint and ink expense was $72.0 million for 2005, compared with $71.0 million in 2004, an increase of $1.0 million or approximately 1.4%. Total newsprint consumption in 2005 decreased approximately 9% compared with 2004, and the average cost per metric ton of newsprint in 2005 was approximately 12% higher than in 2004. Other cost of sales increased $0.9 million to $76.2 million in 2005 from $75.3 million in 2004, largely due to increased production costs.

 

Included in selling, general and administrative costs are sales and marketing, other operating costs including administrative support functions, such as information technology and finance, corporate expenses and indemnification, investigation and litigation costs, net.

 

Total selling, general and administrative costs were $178.4 million in 2005 compared to $209.2 million for the same period in 2004, a decrease of $30.8 million. Indemnification, investigation and litigation costs, net decreased $46.5 million, corporate expenses excluding losses on the sale of assets decreased $15.1 million reflecting lower compensation expense of $9.1 million and in 2004 the Company had expenses of $2.9 million related to circulation restitution and a write-off of intangible assets of $1.8 million, neither of which reoccurred in 2005. These items were offset by lower gains on sales of operating assets of $36.8 million to $0.2 million in 2005, compared to $36.9 million in 2004.

 

Sales and Marketing costs were $73.5 million in 2005, compared to $75.5 million in 2004 a decrease of $2.0 million, largely due to lower advertising and marketing expense of $2.1 million in 2005.

 

Other operating costs consist largely of accounting and finance, information technology, human resources, property and facilities and other general and administrative costs supporting the newspaper operations and were $47.8 million in 2005, compared to $7.1 million in 2004, a decrease of $40.8 million. This decrease is largely due to lower gain on disposal of operating assets of $44.8 million and higher compensation expense in 2005 of $2.8 million, partially offset by circulation restitution costs in 2004 of $2.9 million, intangible assets written off in 2004 of $1.8 million and lower insurance costs of $3.8 million in 2005.

 

Corporate operating expenses in 2005 were $43.4 million compared to $66.6 million in 2004, a decrease of $23.1 million, largely due to a decrease in compensation costs of $9.1 million, lower legal and professional fees of $1.0 million and lower public company costs of $1.4 million. In addition, in 2004 the Company recorded a $7.9 million loss related to the sale of publishing interests in prior years. The decrease in compensation costs of $9.1 million mentioned above is largely made up of a $10.9 million decrease in stock-based compensation, lower Canadian pension and postretirement costs of $2.7 million, partially offset by higher wages and benefit costs of $3.6 million and higher severance expense of $0.9 million.

 

Indemnification, investigation and litigation costs, net in 2005 were $13.6 million compared to $60.1 million in 2004, a decrease of $46.5 million, including $32.4 million in recoveries resulting from a settlement with Torys and the recovery of indemnification payments from Black. In addition, Special Committee costs decreased by

$7.6 million and litigation costs decreased by $11.9 million partially offset by an increase in indemnification costs of $5.4 million. See Note 18 to the consolidated financial statements.

 

Depreciation and amortization expense in 2005 was $30.7 million compared with $31.1 million in 2004, a reduction of $0.4 million. This expense includes $7.7 million and $7.3 million in 2005 and 2004, respectively, related to amortization of capitalized direct response advertising costs.

 

As a result of the items noted above, operating loss in 2005 was $9.9 million compared with $30.8 million in 2004, an improvement of $20.9 million.

 

Interest Expense

 

Interest expense was $0.9 million and $19.8 million in 2005 and 2004, respectively. The decrease in interest expense largely reflects the retirement of the 9% Senior Notes and related derivatives in July 2004.

 

Interest and Dividend Income

 

Interest and dividend income in 2005 of $11.6 million approximated the $11.4 million in 2004.

 

Other Income (Expense), Net

 

Other income (expense), net, in 2005 improved by $84.0 million to net expense of $3.8 million from net expense of $87.8 million in 2004, primarily due to costs associated with the retirement of the Company’s 9% Senior Notes of $60.4 million in 2004, a loss related to the Participation Trust and related CanWest Debentures of $22.7 million in 2004 and lower equity in losses of affiliates of $2.1 million, partially offset by increased foreign exchange losses of $3.8 million and a decrease in income from settlements with former officers of $1.7 million. See Note 19 to the consolidated financial statements.

 

Income Taxes

 

Income taxes were $42.5 million and $29.5 million in 2005 and 2004, respectively. The Company’s income tax expense varies substantially from the U.S. Federal statutory rate primarily due to provisions for contingent liabilities to cover additional interest the Company may be required to pay in various tax jurisdictions, changes in the valuation allowance for deferred tax assets and the impact of intercompany and other transactions between U.S. and foreign entities. Provisions related to contingent liabilities to cover additional taxes and interest that may be payable amounted to $54.3 million in 2005 and $54.8 million in 2004. In addition, the Company recognized an income tax benefit of $16.2 million and $10.7 million in 2005 and 2004, respectively, related to certain contingent tax liabilities that were no longer deemed to be necessary. The Company increased the valuation allowance related to its deferred tax assets to give effect to its assessment of the prospective realization of certain future tax benefits by $8.9 million in 2005 and $38.6 million in 2004. Intercompany and other transactions resulted in expense of $4.6 million and $12.3 million in 2005 and 2004, respectively. See Note 20 to the consolidated financial statements.

 

Liquidity and Capital Resources

 

Liquid Assets

 

The following table summarizes the Company’s liquid assets as of the dates indicated:

 

 

 

 

Cash and cash equivalents and short-term investments decreased to $186.3 million at December 31, 2006 from $256.0 million at December 31, 2005, a decrease of $69.7 million. This decrease was primarily the result of the repurchase of common stock of $95.7 million, payment of dividends of $17.2 million and cash used in continuing operations of $60.7 million, partially offset by proceeds from the sale of newspaper operations of $86.6 million and proceeds from exercise of stock options of $9.9 million.

 

Sun-Times Media Group, Inc. is a holding company and its assets consist primarily of investments in its subsidiaries and affiliated companies. As a result, the Company’s ability to meet its future financial obligations is dependent upon the availability of cash flows from its subsidiaries through dividends, intercompany advances and other payments. Similarly, the Company’s ability to pay any future dividends on its common stock may be limited as a result of its dependence upon the distribution of earnings of its subsidiaries and affiliated companies. The Company’s subsidiaries and affiliated companies are under no obligation to pay dividends and may be subject to or become subject to statutory restrictions and restrictions in debt agreements that limit their ability to pay dividends or repatriate funds to the United States. The Company’s right to participate in the distribution of assets of any subsidiary or affiliated company upon its liquidation or reorganization, if such an event were to occur, would be subject to the prior claims of the creditors of such subsidiary or affiliated company, including trade creditors, except to the extent that the Company may itself be a creditor with recognized claims against such subsidiary or affiliated company.

 

Factors That Are Expected to Affect Liquidity in the Future

 

Potential Cash Outlays Related to Accruals for Income Tax Contingent Liabilities

 

The Company has recorded accruals to cover contingent liabilities related to additional taxes it may be required to pay in various tax jurisdictions, as well as additional interest and certain penalties that may become payable in respect to these tax matters. The accruals are presented as other tax liabilities classified as follows in the Company’s Consolidated Balance Sheets (see Note 20 to the consolidated financial statements):

 

 

Significant cash outflows are expected to occur in the future regarding the income tax contingent liabilities. Although the Company is attempting to resolve a significant portion of the contingent liabilities with the relevant taxing authorities, the timing and amounts of any cash payments the Company may be required to make remain

uncertain. Efforts to resolve or settle certain of these tax issues, for amounts that could be substantially less than the related accruals, could be successful in 2007. In such an event, a substantial portion of the Company’s cash and cash equivalent balances, as reflected on the Consolidated Balance Sheet at December 31, 2006 (which include cash and cash equivalent balances of $135.1 million of the Company’s non-U.S. operations), could be utilized to fund such resolution or settlement. Although the Company is making progress in resolving or settling certain tax issues, such progress is not sufficiently advanced to the degree or with the level of finality that would cause the Company to adjust its accruals for income tax liabilities.

 

Potential Cash Outflows Related to Operations

 

The Company’s cash flow is expected to continue to be cyclical, reflecting changes in economic conditions. The Company is dependent upon the Sun-Times News Group for operating cash flow. That cash flow in turn is dependent to a significant extent on the Sun-Times News Group’s ability to sell advertising in its Chicago area market. Newspaper print advertising revenue for the Sun-Times News Group declined approximately 10% during 2006 as compared to 2005. Based on the Company’s assessment of market conditions in the Chicago area and the potential of these negative trends continuing, the Company is considering a range of options to address the resulting significant shortfall in performance and cash flow and has suspended its dividend payments beginning in the fourth quarter of 2006.

 

The Company does not currently have a credit facility in place. The recent decline in revenue and operating performance in the Sun-Times News Group may have a detrimental impact on the amount of debt and/or terms available to the Company in bank and bond markets. Moreover, the operating performance of the Company continues to result in the use of cash to fund continuing operations, particularly in respect of indemnification and litigation costs, rather than the generation of cash from continuing operations.

 

As discussed under Item 3 “— Legal Proceedings” above, the Company is currently involved in several legal actions as both plaintiff and defendant and is funding significant amounts under indemnification agreements to certain former officers and directors. The actions are in various stages and it is not yet possible to determine their ultimate outcome. At this time, the Company cannot estimate the impact these actions and the related legal fees and indemnification obligations may have on its future cash requirements. However, such requirements may be significant and may exceed amounts that may be recovered through insurance claims or otherwise.

 

Other

 

The Company expects that its liquid assets at December 31, 2006 are sufficient to support its operations and meet its obligations into 2008. However, the Company is currently reviewing potential sources of additional liquidity, which may include the sale of certain assets.

 

Cash Flows

 

Cash flows used in continuing operating activities were $60.7 million for 2006, a $85.2 million improvement compared with $145.8 million used in continuing operating activities in 2005. The comparison of operating cash flows between years is affected by several key factors. The net loss from continuing operations has increased by $32.1 million from $45.5 million in 2005 to $77.6 million in 2006. The $47.9 million increase in other current assets in 2006 includes a $50.0 million settlement recorded in 2006 that is due from certain of the Company’s insurance carriers; the cash was received in January 2007. In 2005, the payment of current tax liabilities amounted to $184.4 million, largely related to the taxes attributable to the taxable gain from the 2004 sale of the Telegraph Group. Other than the above items, the change was largely attributable to changes in the timing of the cash impact of payables and accruals and accounts receivable.

 

Cash flows provided by investing activities in 2006 were $145.7 million compared with cash flows provided by investing activities of $492.1 million in 2005. The decrease of $346.4 million in cash provided by investing activities is primarily the result of the year over year variance of $416.8 million in proceeds from net sales of short-term investments, partially offset by higher net proceeds of $47.9 million received from the sale of the remaining Canadian Newspaper Operations in 2006. Aggregate purchases of property, plant and equipment and

investments and other non-current assets in 2006 were $9.1 million lower than in 2005 and the Company received $13.7 million higher proceeds from the disposal of investments and other assets in 2006 than in 2005.

 

Cash flows used in financing activities were $102.1 million in 2006 and $528.9 million in 2005. The $426.7 million decrease in cash used in financing activities primarily reflects the special dividends paid in 2005 of $498.7 million and cash received in respect of option exercises of $10.7 million in 2006, partially offset by the repurchase of common stock of $95.7 million.

 

Debt

 

Long-term debt, including the current portion, was $6.9 million at December 31, 2006 compared with $8.1 million at December 31, 2005.

 

Leases

 

The Company is party to several leases for facilities and equipment. These leases are operating leases in nature.

 

Capital Expenditures

 

The Company has funded its recurring capital expenditures out of cash provided by operating activities or existing cash balances and anticipates that it will be able to do so for the foreseeable future. The Company expects capital expenditures in 2007 to be generally in-line with 2006 and 2005 expenditures. During 2006 and 2005, the Company capitalized approximately $7.5 million and $8.5 million, respectively, of direct response advertising costs.

 

Dividends and Other Commitments

 

On December 13, 2006, the Company announced that its Board of Directors reviewed its dividend policy and voted to suspend the Company’s quarterly dividend of five cents ($0.05) per share.

 

Off-Balance Sheet Arrangements

 

The Company does not have any material off-balance sheet arrangements.

 

Commercial Commitments and Contractual Obligations

 

In connection with the Company’s insurance program, letters of credit are required to support certain projected workers’ compensation obligations. At December 31, 2006, letters of credit in the amount of $9.3 million were outstanding which are largely collateralized by restricted cash accounts.

 

Set out below is a summary of the amounts due and committed under the Company’s contractual cash obligations at December 31, 2006: