MCCLATCHY CO
10-Q, 2000-05-09
NEWSPAPERS: PUBLISHING OR PUBLISHING & PRINTING
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)

_  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE      SECURITIES EXCHANGE ACT OF 1934.

 

For the quarterly period ended March 26, 2000

OR

_  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF  THE     SECURITIES EXCHANGE ACT OF 1934

For the transition period from __________ to ___________

 

Commission File Number: 1-9824

The McClatchy Company

(Exact name of registrant as specified in its charter)

Delaware

(State of Incorporation)

52-2080478

(IRS Employer

Identification Number)

 

2100 "Q" Street, Sacramento, CA. 95816

(Address of principal executive offices)

(916) 321-1846

(Registrant's telephone number)

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

The number of shares of each class of common stock outstanding as of May 5, 2000:

                  Class A Common Stock                                       17,834,875

                  Class B Common Stock                                       27,222,955

 

THE McCLATCHY COMPANY

INDEX TO FORM 10-Q

 

 

Part I - FINANCIAL INFORMATION

Item 1 - Financial Statements:

Consolidated Balance Sheet - March 26, 2000

and December 26, 1999 (unaudited)

Consolidated Statement of Income for

The Three Months Ended March 26, 2000

and March 28, 1999 (unaudited)

Consolidated Statement of Cash Flows for

The Three Months Ended March 26, 2000

and March 28, 1999 (unaudited)

Consolidated Statement of Stockholders'

Equity for the Period from December 26, 1999

to March 26, 2000 (unaudited)

Notes to Consolidated Financial Statements

(unaudited)

 

Item 2 - Management's Discussion and Analysis of

Results of Operations and Financial Condition

 

Item 3 - Quantitative and Qualitative Disclosures about Market Risk

 

Part II - OTHER INFORMATION

Page

 

 

 

3

 

 

5

 

 

6

 

 

7

 

8

 

 

11

 

20

 

20

 

PART 1 - FINANCIAL INFORMATION

Item 1 - Financial Statements

THE McCLATCHY COMPANY

CONSOLIDATED BALANCE SHEET (UNAUDITED)

(In thousands)

March 26,

December 26,

2000

1999

ASSETS

CURRENT ASSETS

Cash

$ 3,148

$ 1,241

Trade receivables (less allowances of

$3,576 in 2000 and $3,506 in 1999)

159,902

169,923

Other receivables

3,012

3,616

Newsprint, ink and other inventories

16,912

14,776

Deferred income taxes

16,345

16,399

Other current assets

10,940

9,664

210,259

215,619

PROPERTY, PLANT AND EQUIPMENT

Buildings and improvements

213,368

212,785

Equipment

479,469

477,924

692,837

690,709

Less accumulated depreciation

(330,474)

(318,591)

362,363

372,118

Land

57,141

57,141

Construction in progress

23,790

20,829

443,294

450,088

INTANGIBLES - NET

1,437,897

1,452,079

OTHER ASSETS

88,749

86,242

TOTAL ASSETS

$ 2,180,199

$ 2,204,028

See notes to consolidated financial statements.

THE McCLATCHY COMPANY

CONSOLIDATED BALANCE SHEET (UNAUDITED)

(In thousands, except share amounts)

March 26,

December 26,

LIABILITIES AND STOCKHOLDERS' EQUITY

2000

1999

CURRENT LIABILITIES

Current portion of bank debt

$ 15,417

$ 19,834

Accounts payable

86,081

86,227

Accrued compensation

57,120

55,360

Income taxes

12,721

11,947

Unearned revenue

34,111

35,006

Carrier deposits

3,401

3,456

Other accrued liabilities

21,019

21,624

229,870

233,454

LONG-TERM BANK DEBT

853,583

878,166

OTHER LONG-TERM OBLIGATIONS

72,333

80,040

DEFERRED INCOME TAXES

131,404

132,702

COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' EQUITY

Common stock $.01 par value:

Class A - authorized

100,000,000 shares, issued

16,578,420 in 2000 and 16,468,502

in 1999

166

164

Class B - authorized

60,000,000 shares, issued

28,451,912 in 2000 and 28,489,412

in 1999

285

285

Additional paid-in capital

278,737

276,693

Retained earnings

613,821

602,524

893,009

879,666

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY

$ 2,180,199

$ 2,204,028

 

 

THE McCLATCHY COMPANY

CONSOLIDATED STATEMENT OF INCOME (UNAUDITED)

(In thousands, except per share amounts)

Three Months Ended

March 26,

2000

March 28,

1999

Revenues - Net

Newspapers:

Advertising

$ 213,314

$ 205,520

Circulation

43,892

44,482

Other

6,589

6,153

263,795

256,155

Non-newspapers

2,790

2,280

266,585

258,435

Operating Expenses

Compensation

106,680

102,074

Newsprint and supplements

37,334

40,438

Depreciation and amortization

26,753

26,572

Other operating expenses

48,815

46,065

219,582

215,149

Operating Income

47,003

43,286

Non-Operating (Expenses) Income

Interest expense

(16,658)

(16,889)

Partnership (loss) income

(475)

110

Other - net

675

784

Income Before Income Tax Provision

30,545

27,291

Income Tax Provision

14,745

13,700

Net Income

$ 15,800

$ 13,591

Net Income Per Common Share:

Basic

$0.35

$0.30

Diluted

$0.35

$0.30

Weighted Average

Number Of Common Shares:

Basic

45,005

44,727

Diluted

45,194

44,883

See notes to consolidated financial statements

 

THE McCLATCHY COMPANY

CONSOLIDATED STATEMENT OF CASH FLOWS (UNAUDITED)

(In thousands)

Three Months Ended

March 26,

2000

March 28,

1999

Cash Flows From Operating Activities:

Net income

$ 15,800

$ 13,591

Reconciliation to net cash provided:

Depreciation and amortization

27,619

27,438

Changes in certain assets and liabilities - net

(294)

(10,244)

Other

(752)

(2,186)

Net cash provided by operating activities

42,373

28,599

Cash Flow From Investing Activities:

Purchases of property, plant and equipment

(6,547)

(10,351)

Other - net

(2,020)

32

Net cash used by investing activities

(8,567)

(10,319)

Cash Flow From Financing Activities:

Repayment of long-term debt

(29,000)

(17,000)

Payment of cash dividends

(4,503)

(4,250)

Other - principally stock issuances in employee plans

1,604

1,056

Net cash used by financing activities

(31,899)

(20,194)

Net Change In Cash And Cash Equivalents

1,907

(1,914)

Cash And Cash Equivalents, Beginning Of Period

1,241

9,650

Cash And Cash Equivalents, End Of Period

$ 3,148

$ 7,736

Other Cash Flow Information

Cash paid during the period for:

Income taxes (net of refunds)

$ 14,772

$ 34,346

Interest (net of capitalized interest)

$ 16,400

$ 16,808

See notes to consolidated financial statements

 

THE McCLATCHY COMPANY

CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY (UNAUDITED)

(In thousands, except share and per share amounts)

Additional

Par Value

Paid-In

Retained

Class A

Class B

Capital

Earnings

Total

BALANCES, DECEMBER 26, 1999

$ 164

$ 285

$ 276,693

$602,524

$ 879,666

Net income (3 months)

15,800

15,800

Dividends paid ($0.10 per share)

(4,503)

(4,503)

Conversion of 37,500 Class B

shares to Class A

Issuance of 72,418 Class A

shares under employee stock plans

2

1,602

1,604

Tax benefit from stock plans

442

442

BALANCES, March 26, 2000

$ 166

$ 285

$ 278,737

$613,821

$ 893,009

See notes to consolidated financial statements

THE McCLATCHY COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

 

NOTE 1. BASIS OF PRESENTATION

The McClatchy Company (the Company) and its subsidiaries are engaged primarily in the publication of newspapers located in Minnesota, California, Washington State, Alaska and North and South Carolina.

The consolidated financial statements include the accounts of the Company and its subsidiaries. Significant intercompany items and transactions have been eliminated. In preparing the financial statements, management makes estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

In the opinion of management, the accompanying unaudited consolidated financial statements contain all adjustments necessary to present fairly the Company's financial position, results of operations, and cash flows for the interim periods presented. All adjustments are normal recurring entries. Such financial statements are not necessarily indicative of the results to be expected for the full year.

NOTE 2. LONG-TERM BANK DEBT AND OTHER LONG-TERM                        OBLIGATIONS

In March 1998, the Company entered into a bank credit agreement (Credit Agreement) with a syndicate of banks and financial institutions providing for borrowings of up to $1,265,000,000. The Credit Agreement includes term loans consisting of Tranche A of $735,000,000 bearing interest at the London Interbank Offered Rate (LIBOR) plus 62.5 basis points, payable in increasing quarterly installments from June 30, 1998 through March 31, 2005, and Tranche B of $330,000,000 bearing interest at LIBOR plus 150 basis points and payable in semi-annual installments from September 30, 1998 through September 30, 2008. A revolving credit line of up to $200,000,000 bears interest at LIBOR plus 62.5 basis points and is payable by March 19, 2005. Interest rates applicable to debt drawn down at March 26, 2000, ranged from 6.7% to 7.7%. The debt is unsecured and is pre-payable without penalty.

The terms of the Credit Agreement include certain operating and financial restrictions, such as limits on the Company's ability to incur additional debt, create liens, sell assets, engage in mergers, make investments and pay dividends.

The Company's Credit Agreement requires a minimum of $300,000,000 of debt be subject to interest rate protection agreements. This requirement has been satisfied by interest rate swap agreements, expiring in 2002 to 2003, with an aggregate notional amount of $300,000,000. The effect of these agreements is to fix the LIBOR interest rate exposure at approximately 5.9% on that portion of the Company's term loans.

Also, the Company has entered into an interest rate collar with a $200,000,000 notional amount, and a LIBOR ceiling rate of 6.5% and a floor of 5.3%. The collar arrangement terminates in the fourth quarter of 2000.

The Company has outstanding letters of credit totaling $31,622,000 securing estimated obligations stemming from workers' compensation claims and other contingent claims.

Long-term debt consisted of (in thousands):

March 26,

December 26,

2000

1999

Credit Agreement:

Term loans

$ 759,000

$ 788,000

Revolving credit line

110,000

110,000

Total indebtedness

869,000

898,000

Less current portion

(15,417)

(19,834)

Long-term indebtedness

$ 853,583

$ 878,166

 

Item 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS                        OF OPERATIONS AND FINANCIAL CONDITION

Recent Events and Trends

In the first quarter of 2000, the Company reported lower newsprint costs than 1999. However, newsprint prices began to rise with an October 1999 newsprint price increase. Hence, beginning in April 2000 the newspaper industry began paying higher prices per ton than last year. An additional a $50 per ton price increase has been announced for the second quarter of 2000 by many newsprint vendors and the Company continues to negotiate with said vendors. Higher newsprint pricing will result in higher costs to the Company, which are expected to be at least partially offset with greater advertising revenue growth, but are expected to have a negative impact on operating income throughout the rest of the year.

During 1998, the Financial Accounting Standards Board issued Statement of Financial Accounting Standard 133 (Accounting for Derivative Instruments and Hedging Activities) which requires that all derivatives be carried at fair value on the balance sheet. This statement will become effective in the Company's fiscal year 2001. While adoption of this statement is not expected to materially impact the Company's financial results, management has not determined the impact on the Company's consolidated financial position.

First Quarter 2000 Compared to 1999

The Company reported net income of $15.8 million or 35 cents per share, up 16.3% over the 1999 quarterly earnings of $13.6 million, or 30 cents per share. Much of the earnings growth reflects improved advertising revenue growth, particularly at the Company's California and Carolinas' newspapers, and lower newsprint costs.

REVENUES

Revenues in the 2000 quarter were $266.6 million, up 3.2% from 1999; with advertising revenues up 3.8% to $213.3 million and circulation revenues down 1.3% to $43.9 million.

Advertising revenue growth reflects a mix of rate increases and volume growth and would have been stronger but for a later Easter holiday in 2000, with the attendant advertising activity falling in the second quarter. (An early Easter in 1999 allowed much of the Easter advertising to be recorded in the first quarter of 1999, making the comparisons in 2000 more difficult).

The decline in circulation revenues reflects the Company's strategy to continue to promote circulation volume growth over price increases and revenue growth. Certain newspapers lowered the wholesale price of the daily newspapers and, The Sacramento Bee is in the process of converting from employee delivery to contract carrier delivery in its outlying regions. These changes result in lower net circulation revenues.

OPERATING REVENUES BY REGION:

(In thousands)

2000

1999

% Change

Minnesota newspaper

$ 97,335

$ 97,639

(0.3)

California newspapers

85,714

80,106

7.0

Carolinas newspapers

43,719

42,029

4.0

Northwest newspapers

37,027

36,381

1.8

Non-newspaper operations

2,790

2,280

22.4

$ 266,585

$ 258,435

3.2

 

Minnesota - The Star Tribune generated about 36.5% of first quarter revenues. Advertising revenues were down 0.4% and total revenues declined 0.3%. The Star Tribune reported exceptionally strong national advertising in the first quarter of 1999. That, coupled with Easter timing, resulted in advertising revenue growth of 6.7% last year. In 2000, because of those tough comparisons, national advertising was down 13.7%; and with four major retail advertisers cutting back or switching to preprints from ROP, retail advertising was up only 3.2%. Classified advertising was up 2.1% over first quarter 1999.

California - California generated 32.2% of first quarter revenues with advertising revenues up 8.5% and total revenues up 7.0%. Advertising revenues were strong across all categories and were up 9.4% at The Sacramento Bee, the Company's second largest newspaper. Much of the advertising strength in the region was driven by classified advertising - up 9.7% at the three Bee newspapers.

Carolinas - The Carolinas reported 16.4% of first quarter revenues. Advertising revenues were up 6.0% at the daily newspapers. Total revenues in the region were up 4.0%. Total revenues were lower than advertising revenues mostly due to slower revenue growth at the ten non-daily newspapers. Advertising revenues at the dailies were strong in all categories, and revenue growth would have been even stronger but for a severe ice storm in late January, that paralyzed the region.

The Northwest - The Northwest newspapers generated 13.9% of the Company's revenues. Advertising revenues were up 3.6% and total revenues increased 1.8% in the first quarter. This region also had exceptionally strong national advertising in the first quarter of 1999, resulting in tougher comparisons this year. While national advertising was down, classified advertising was up 6.6%, and retail was up in the low single digits.

Operating Expenses:

Total operating expenses were up 2.1% over the 1999 quarter, with non-newsprint expenses up 4.3%. Compensation was up 4.5%, partially reflecting some one-time severance payments. Some of these severances were in connection with a union agreement in Minnesota. (The Star Tribune signed a long-term agreement with their printers). Without these one-time severance payments, compensation would have been up in the 3% range. Newsprint and supplements expense declined 7.7%. Much of this decline is price related - newsprint usage was up about 3.0% in the quarter, reflecting both advertising and circulation volume growth.

Non Operating Expenses - Income - Net:

Interest expense was $16.7 million, down slightly from the 1999 quarter. The Company's debt was down substantially, but higher interest rates in 2000 had an offsetting effect on the Company's debt service costs. The Company recorded a loss of $475,000 as its portion of the results from the Ponderay Newsprint Mill Company, versus income of $110,000 in the 1999 quarter. The Company expects these losses to decline if newsprint prices rise in 2000.

Income Taxes:

The Company's effective income tax rate is 48.3% versus 50.2% in 1999 and primarily reflects higher income before tax relative to a set amount of non-deductible expenses in each year.

Liquidity & Capital Resources

Operations generated $42.4 million in cash during first quarter of 2000. Cash was used primarily to repay debt, pay for capital expenditures and pay dividends. Capital expenditures are projected to be $47.0 million in 2000.

In March 1998, the Company entered into a bank credit agreement (Credit Agreement) with a syndicate of banks and financial institutions providing for borrowings of up to $1,265,000,000. The Credit Agreement includes term loans consisting of Tranche A of $735,000,000 bearing interest at the London Interbank Offered Rate (LIBOR) plus 62.5 basis points, payable in increasing quarterly installments from June 30, 1998 through March 31, 2005, and Tranche B of $330,000,000 bearing interest at LIBOR plus 150 basis points and payable in semi-annual installments from September 30, 1998 through September 30, 2008. A revolving credit line of up to $200,000,000 bears interest at LIBOR plus 62.5 basis points and is payable by March 19, 2005. Interest rates applicable to debt drawn down at March 26, 2000, ranged from 6.7% to 7.7%. The debt is unsecured and is pre-payable without penalty.

The terms of the Credit Agreement include certain operating and financial restrictions, such as limits on the Company's ability to incur additional debt, create liens, sell assets, engage in mergers, make investments and pay dividends.

The Company's Credit Agreement requires a minimum of $300,000,000 of debt be subject to interest rate protection agreements. This requirement has been satisfied by interest rate swap agreements, expiring in 2002 to 2003, with an aggregate notional amount of $300,000,000. The effect of these agreements is to fix the LIBOR interest rate exposure at approximately 5.9% on that portion of the Company's term loans.

Also, the Company has entered into an interest rate collar with a $200,000,000 notional amount, and a LIBOR ceiling rate of 6.5% and a floor of 5.3%. The collar arrangement terminates in the fourth quarter of 2000.

The Company has outstanding letters of credit totaling $31.6 million securing estimated obligations stemming from workers' compensation claims, and other contingent claims. The Company had $58.4 million of available credit under its Credit Agreement at March 26, 2000.

While the Company expects that most of its free cash flow generated from operations in 2000 and in the foreseeable future will be used to repay debt, management is of the opinion that operating cash flow and its present and future credit lines as described above are adequate to meet the liquidity needs of the Company, including currently planned capital expenditures and other investments.

 

Forward Looking Information

Management has made forward-looking statements in this document that are subject to risks and uncertainties. Forward-looking statements include the information concerning possible or assumed future results of operations of McClatchy. Forward-looking statements are generally preceded by, followed by or are a part of sentences that include the words believes, expects, anticipates or similar expressions. For those statements, the Company claims the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995. The following important factors, in addition to those discussed elsewhere in this document, could affect the future results of McClatchy, and could cause those future results to differ materially from those expressed in the forward-looking statements: general economic, market or business conditions; increases in newsprint prices and/or printing and distribution costs over anticipated levels; increases in interest rates; competition from other forms of media in our principal markets; increased consolidation among major retailers in our newspaper markets or other events depressing the level of advertising; an economic downturn in the economies of Minnesota, California's Central Valley, the Carolinas, Washington State and Alaska; changes in the Company's ability to negotiate and obtain favorable terms under collective bargaining arrangements with its employees; competitive actions by other companies; other occurrences leading to decreased circulation and diminished revenues from both display and classified advertising; and other factors, many of which are beyond management's control. Consequently, there can be no assurance that the actual results or developments anticipated will be realized or that these results or developments will have the expected consequences.

 

Item 3 - QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT               MARKET RISK

In addition to normal business risks discussed above, the Company utilizes interest rate protection agreements to help maintain the overall interest rate parameters set by management. None of these agreements were entered into for trading purposes. (See note 2 to the consolidated financial statements.) As a result of this interest rate mix, a hypothetical 10 percent change in interest rates would have a $0.03 to $0.05 per share increase or decrease in the Company's annual results of operations. It would also impact the fair values of its market risk sensitive financial instruments, but would not materially affect the Company's financial position taken as a whole.

PART II - OTHER INFORMATION

Item 1.    Legal Proceedings - None

Item 2.    Changes in Securities - None

Item 3.    Default Upon Senior Securities - None

Item 4.    Submission of Matters to a Vote of Security Holders - None

Item 5.    Other Information - None

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

   (a) Exhibit:

Financial Data Schedule for the three months ended March 26, 2000.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereto duly authorized.

The McClatchy Company

Registrant

  

Date: May 9, 2000 /s/ Doretha J. Christoph

Doretha J. Christoph

            Vice President, Finance and

            Chief Financial Officer



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