MCCLATCHY NEWSPAPERS INC
10-Q, 1994-05-09
NEWSPAPERS: PUBLISHING OR PUBLISHING & PRINTING
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                                  UNITED STATES
                        SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, D.C. 20549

                                    FORM 10-Q
   (Mark One)

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


                  For the quarterly period ended March 31, 1994


                                        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


                            McCLATCHY NEWSPAPERS, INC.
              (Exact name of registrant as specified in its charter)


              Delaware                              94-0666175
      (State of Incorporation)                     (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 6,
   1994:

             Class A Common Stock                             5,432,903    
             Class B Common Stock                            23,431,789       
                                                               
<PAGE>

                            McCLATCHY NEWSPAPERS, INC.

                                INDEX TO FORM 10-Q





                                                                Page
   Part I - FINANCIAL INFORMATION

      Item 1 - Financial Statements:

          Consolidated Balance Sheet - March 31, 1994 
             (unaudited) and December 31, 1993                   3

          Consolidated Statement of Income for the 
             Three Months Ended March 31, 1994 
             and 1993 (unaudited)                                5

          Consolidated Statement of Cash Flows for 
             the Three Months Ended March 31, 1994 
             and 1993 (unaudited)                                6

          Consolidated Statement of Stockholders' 
             Equity for the Period from January 1, 
             1993 to March 31, 1994 (unaudited)                  7

          Notes to Consolidated Financial Statements 
             (unaudited)                                         8

      Item 2 - Management's Discussion and Analysis of 
          Results of Operations and Financial Condition         16

   Part II - OTHER INFORMATION                                  18
<PAGE>

   PART I - FINANCIAL INFORMATION

   Item 1 - Financial Statements

                            McCLATCHY NEWSPAPERS, INC.
                            CONSOLIDATED BALANCE SHEET
                                  (In thousands)

   <TABLE>
   <CAPTION>
                                               March 31,          December 31,

                                                1994                  1993    

                                             (Unaudited)

    <S>                                              <C>                   <C>
    Current assets:
    Cash and cash equivalents                 $  56,048            $   42,326 
    Trade receivables (less                             
      allowances of $2,038 in 1994
      and $1,757 in 1993)                        44,180                47,859 
    Other receivables                             1,343                 1,456 
    Newsprint, ink and other                            
      inventories                                 7,336                10,033 
    Deferred income taxes                         9,977                 9,672 
    Other current assets                          2,902                 1,843 
      Total current assets                      121,786               113,189 
                                                        
    Property, plant and
      equipment: 
    Land                                         18,623                18,057 
    Buildings and improvements                  119,937               120,753 
    Equipment                                   291,826               282,082 
    Construction in progress                     12,072                15,893 
      Total                                     442,458               436,785 
    Accumulated depreciation                   (171,453)             (166,460)
      Net property, plant and                           
         equipment                              271,005               270,325 
                                                        
    Intangibles - net                           122,141               124,662 
                                                        
    Investment in newsprint
      mill partnership                            3,827                 3,977 
                                                        
    Other assets                                 11,434                13,010 
                                                        
    Total assets                              $ 530,193             $ 525,163 
    
   </TABLE>


                  See notes to consolidated financial statements
<PAGE>

                            McCLATCHY NEWSPAPERS, INC.
                            CONSOLIDATED BALANCE SHEET
                       (In thousands, except share amounts)

                       LIABILITIES AND STOCKHOLDERS' EQUITY     


   <TABLE>
   <CAPTION>
                                                  March 31,       December 31,

                                                    1994              1993    

                                                 (Unaudited)

    <S>                                                  <C>               <C>
    Current liabilities:
    Accounts payable                              $  11,852         $  14,043 
    Accrued compensation                             27,991            26,324 
    Income taxes                                      5,942             1,117 
    Unearned revenue                                 11,546            10,560 
    Carrier deposits                                  3,176             3,055 
    Other accrued liabilities                         7,661             8,281 
      Total current liabilities                      68,168            63,380 
                                                            
    Long-term obligations                            14,016            14,213 
                                                            
    Deferred income taxes                            60,616            64,047 
                                                            
    Commitments and contingencies
      (note 8)
                                                            
    Stockholders' equity:
    Common stock $.01 par value:                            
      Class A - authorized
      50,000,000 shares, issued 5,388,706
      in 1994 and 5,100,450 in 1993
                                                         54                51 
      Class B - authorized 30,000,000                       
      shares, issued 24,231,789 in 1994
      and 24,503,789 in 1993
                                                        235               238 
    Additional paid-in capital                       39,753            39,472 
    Retained earnings                               347,722           344,133 
    Treasury stock, 20,000 Class A                            
      shares and 750,000 Class B shares
                                                       (371)             (371)
      Total stockholders' equity                    387,393           383,523 
                                                            
    Total liabilities and 
      stockholders' equity                        $ 530,193         $ 525,163 
                                                            
    </TABLE>
                                                            

    
                  See notes to consolidated financial statements
<PAGE>

                            McCLATCHY NEWSPAPERS, INC.
                         CONSOLIDATED STATEMENT OF INCOME
                     (In thousands, except per share amounts)


   <TABLE>
   <CAPTION>
                                                         Three Months Ended   
                                                              March 31,       
                                                           1994        1993   
                                                              (Unaudited)     
                                                 
    <C>                                                        <S>        <S> 
    Revenues - net: 
    Advertising                                          $ 83,829    $ 80,955 
    Circulation                                            21,194      20,949 
    Other                                                   3,901       3,378 
     Total                                                108,924     105,282 
                                                                  
    Operating expenses:
    Compensation                                           50,198      49,692 
    Newsprint and supplements                              14,708      14,189 
    Depreciation and amortization                           9,520       8,665 
    Other operating expenses                               22,893      22,190 
     Total                                                 97,319      94,736 
                                                                  
    Operating income                                       11,605      10,546 
                                                                  
    Nonoperating expenses (income):
    Interest expense                                            3          47 
    Interest income                                          (354)         (7)
    Partnership losses                                      1,500       1,800 
    Other - net                                                20         264 
     Total                                                  1,169       2,104 
                                                                  
    Income before income tax provision                     10,436       8,442 
    Income tax provision                                    4,539       3,674 
                                                                  
    Net income                                           $  5,897    $  4,768 
                                                                  
    Net income per common share                          $   0.20    $   0.17 
                                                                  
    Weighted average number                         
     of common shares                                      28,937      28,833 

   </TABLE>

                  See notes to consolidated financial statements
<PAGE>

                            McCLATCHY NEWSPAPERS, INC.
                       CONSOLIDATED STATEMENT OF CASH FLOWS
                                  (In thousands)

   <TABLE>
   <CAPTION>
                                                  Three Months Ended March 31,

                                                  1994                 1993   
                                                            (Unaudited)       

    <C>                                              <S>                   <S>
    Cash provided (used) by
      operating activities:
    Net income                                 $  5,897              $  4,768 
    Reconciliation to net cash                          
      provided:
      Depreciation and amortization               9,563                 8,711 
      Partnership losses                          1,500                 1,800 
      Changes in certain assets and                     
         liabilities - net                       10,218                10,270 
      Other                                      (2,094)                  808 
                                                        
    Net cash provided by operating
      activities                                 25,084                26,357 
                                                        
    Cash provided (used) by
      investing activities:
    Purchase of property, plant and                     
      equipment                                  (7,865)               (6,292)
    Investment in newsprint mill                        
      partnership                                (1,350)               (1,418)
    Other - net                                      51                    50 
                                                        
    Net cash used by investing
      activities                                 (9,164)               (7,660)
                                                        
    Cash provided (used) by
      financing activities:
    Repayment of long-term debt                    -                  (10,012)
    Payment of cash dividends                    (2,308)               (1,799)
    Other                                           110                   289 
                                                          
    Net cash used by financing
      activities                                 (2,198)              (11,522)
                                                        
    Net change in cash and cash
      equivalents                                13,722                 7,175 
                                                        
    Cash and cash equivalents,
      beginning of year                          42,326                 8,658 
                                                        
    Cash and cash equivalents, 
      end of period                            $ 56,048              $ 15,833 
                                                        
    Other cash flow information:
    Cash paid during the period for:                    
      Interest (net of amount                           
         capitalized)                          $     15              $     92 
      Income taxes (net of refunds)               1,700                 3,690 

   </TABLE>
                  See notes to consolidated financial statements
<PAGE>

   <TABLE>
                                        McCLATCHY NEWSPAPERS, INC.
                        CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY (UNAUDITED)
                            (In thousands, except share and per share amounts)
   <CAPTION>
                                           Par Value        Additional             Treasury
                                        Class A   Class B     Paid-In   Retained     Stock 
                                         Common    Common     Capital   Earnings    At Cost   Total   

    <S>                                     <C>       <C>          <C>        <C>       <C>        <C>
    Balances, December 31, 1992             $46     $242       $38,272  $320,110     $(371)  $358,299 
    Net income (3 months)                                                  4,768                4,768 
    Dividends paid ($.0625 per share)                                     (1,799)              (1,799)
    Conversion of 80,000 Class B to
     Class A                                  1       (1)
    Issuance of 18,239 Class A under
     employee stock plans                                          295                            295 

    Balances, March 31, 1993                 47      241        38,567   323,079      (371)   361,563 
    Net income (9 months)                                                 27,030               27,030 
    Dividends paid ($.2075 per share)                                     (5,976)              (5,976)
    Conversion of 363,000 Class B to
     Class A                                  3       (3)
    Issuance of 53,841 Class A under
     employee stock plans                     1                    905                            906 

    Balances, December 31, 1993              51      238        39,472   344,133      (371)   383,523 
    Net income (3 months)                                                  5,897                5,897 
    Dividends paid ($.08 per share)                                       (2,308)              (2,308)
    Conversion of 272,000 Class B to
     Class A                                  3       (3)
    Issuance of 16,256 Class A under
     employee stock plans                                          281                            281 

    Balances, March 31, 1994                $54     $235       $39,753  $347,722     $(371)  $387,393 

                              See notes to consolidated financial statements

    </TABLE>
<PAGE>

                            McCLATCHY NEWSPAPERS, INC.
                    NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)


   1. SIGNIFICANT ACCOUNTING POLICIES

      McClatchy Newspapers, Inc. (the Company) and its subsidiaries are
   engaged primarily in the publication of newspapers.

      The consolidated financial statements include the accounts of the
   Company and its subsidiaries.  Significant intercompany items and
   transactions have been eliminated.  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 except for the recording of
   $768,000 of costs associated with the closure of the Company's monthly
   Spectrum tabloids in March 1994.  Such financial statements are not
   necessarily indicative of the results to be expected for the full year.

      Revenue recognition - Advertising revenues are recorded when the
   advertisement is placed in the newspaper and circulation revenues are
   recorded as newspapers are delivered over the subscription term.  Unearned
   revenues represent prepaid circulation subscriptions.

      Cash equivalents are highly liquid investments with maturities of three
   months or less when acquired.

      Concentrations of credit risks - Financial instruments which potentially
   subject the Company to concentrations of credit risks are principally cash
   and cash equivalents and trade accounts receivables.  Cash and cash
   equivalents are placed with various high-credit-quality institutions and are
   currently invested in the highest rated commercial paper and government
   securities.  Accounts receivable are with customers located primarily in the
   immediate area of each city of publication.  The Company routinely assesses
   the financial strength of significant customers and this assessment,
   combined with the large number and geographic diversity of its customers,
   limits the Company's concentration of risk with respect to trade accounts
   receivable. 

      Inventories are stated at the lower of cost (based principally on the
   last-in, first-out method) or current market value.  If the first-in, first-
   out method of inventory accounting had been used, inventories would have
   increased by $1,460,000 at March 31, 1994 and December 31, 1993.

      Property, plant and equipment are stated at cost.  Major renewals and
   betterments, as well as interest incurred during construction, are
   capitalized.  For three months ended March 31, 1994 and 1993 such interest
   was nominal.
<PAGE>

                            McCLATCHY NEWSPAPERS, INC.
                    NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)



   1. SIGNIFICANT ACCOUNTING POLICIES - Continued

      Depreciation is computed generally on a straight-line basis over
   estimated useful lives of:

      - 10 to 60 years for buildings

      - 9 to 20 years for presses

      - 3 to 10 years for other equipment

      Intangibles consist of the unamortized excess of the cost of acquiring
   newspaper operations over the fair market values of the newspapers' tangible
   assets at the date of purchase.  Identifiable intangible assets, consisting
   primarily of lists of advertisers and subscribers and covenants not to
   compete, are amortized over periods ranging from three to twenty-five years. 
   The excess of purchase prices over identifiable assets is amortized over
   forty years.  Management periodically evaluates the recoverability of
   intangible assets by reviewing the current and projected profitability of
   each of its newspaper operations.

      Deferred income taxes result from temporary differences between amounts
   reported for financial and income tax reporting purposes.  See note 4.

      Earnings per share are based on the weighted average number of
   outstanding shares of common stock and common stock equivalents (stock
   options - see note 9).  Upon the dissolution of a trust in 1992, 750,000
   shares of Class B stock were returned to the Company and included in
   treasury stock at no cost.  These shares have been excluded from weighted
   average shares outstanding for all periods.


   2. INVESTMENT IN NEWSPRINT MILL PARTNERSHIP

      A wholly-owned subsidiary of the Company owns a 13.5% interest in
   Ponderay Newsprint Company ("Ponderay"), a general partnership formed to own
   and operate a newsprint mill in the State of Washington.  The Company has
   guaranteed certain debt (see note 8) and has committed to take 28,400 metric
   tons of annual production on a "take-if-tendered" basis until March 1, 2001. 
   The Company purchased $3,185,000 and $2,815,000 of newsprint from Ponderay
   in the three months ended March 31, 1994 and 1993, respectively.  For the
   three months ended March 31, Ponderay net revenues and net losses were
   $23,118,000 and $11,556,000 in 1994 and $22,257,000 and $12,884,000 in 1993.
<PAGE>

                            McCLATCHY NEWSPAPERS, INC.
                    NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)



   3. LONG-TERM OBLIGATIONS

      Long-term obligations consist of (in thousands):

   <TABLE>
   <CAPTION>
                                                 March 31,        December 31,
                                                   1994               1993    
    <S>                                                <C>                 <C>
    Long-term debt:
       Installment note                         $     60            $     60  
       Less current portion                           60                  60  
       Total long-term debt                           -                   -   
                                                          
    Postretirement benefits
       obligation                                  9,342               9,142  
                                                          
    Other long-term obligations                    4,674               5,071  
                                                          
    Total long-term obligations                 $ 14,016            $ 14,213  

   </TABLE>

   <TABLE>

    Long-term obligations mature as follows (in thousands):


    Year Ending March 31,
    <S>                                              <C>               
    1996                                       $   1,163
    1997                                             808
    1998                                             525
    1999                                             325
    Thereafter                                    11,195
                                                        
    Total                                      $  14,016

   </TABLE>

      The Company has an outstanding letter of credit for $5,860,000.

      Other long-term obligations consist primarily of deferred compensation
   and supplemental retirement benefits.
<PAGE>

                            McCLATCHY NEWSPAPERS, INC.
                    NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)



   4. INCOME TAX PROVISIONS

      Income tax provisions consist of (in thousands):

   <TABLE>
   <CAPTION>
                                                       Three Months Ended  
                                                           March 31,       
                                                       1994         1993   
                                                              
    <S>                                                    <C>          <C>
    Current:
      Federal                                         $ 7,482      $ 2,700 
      State                                               793          572 
                                                              
    Deferred:
      Federal                                          (3,708)         358 
      State                                               (28)          44 
                                                              
    Income tax provision                              $ 4,539      $ 3,674 

      Deferred income tax provisions result from (in thousands):
                                                              
    Depreciation and amortization                     $(3,333)     $   408 
    Partnership losses                                    (97)         273 
    State taxes                                           (73)        (147)
    Deferred compensation                                (290)        (215)
    Other                                                  57           83 
                                                              
    Total                                             $(3,736)     $   402 


      The effective tax rate and the statutory federal income
         tax rate are reconciled as follows:

                                                              
    Statutory rate                                       35.0%        34.0%
    State taxes, net of federal benefit                   5.0          4.8 
    Amortization of intangibles                           2.5          3.4 
    Other                                                 1.0          1.3 
                                                              
    Effective rate                                       43.5%        43.5%

    </TABLE>
<PAGE>

                          McCLATCHY NEWSPAPERS, INC.
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  (UNAUDITED)
                                                                 
    4.   INCOME TAX PROVISIONS - Continued


       The components of deferred taxes recorded in the Company's
       Balance Sheet on March 31, 1994 and December 31, 1993 are (in
       thousands):

    <TABLE>
    <CAPTION>
                                                        1994        1993   
                                                              
    <S>                                                    <C>          <C>
    Depreciation and amortization                    $ 42,184     $ 45,517 
    Partnership losses                                 10,874       10,971 
    Deductible deposits                                 3,954        3,954 
    State taxes                                         1,616        1,689 
    Deferred compensation                             (11,611)     (11,321)
    Other                                               3,622        3,565 

       Deferred tax liability (net of $9,977 in
       1994 and $9,672 in 1993 reported as
       current assets)                               $ 50,639     $ 54,375 

    </TABLE>

       See note 8 for a discussion of tax assessments.


   5.   INTANGIBLES

      Intangibles consist of (in thousands):

   <TABLE>
   <CAPTION>
                                       March 31,     December 31,
                                         1994            1993    
    <S>                                      <C>              <C>
    Identifiable intangible assets,
      primarily customer lists        $ 131,522        $ 132,881 
    Excess purchase prices over                 
      identifiable intangible            64,456           64,560 
      assets
      Total                             195,978          197,441 
    Less accumulated amortization        73,837           72,779 
                                                
    Intangibles - net                 $ 122,141        $ 124,662 
   </TABLE>
<PAGE>

   6.   EMPLOYEE BENEFIT PLANS

      The Company has a defined benefit pension plan (the retirement plan) for
   a majority of its employees.  Benefits are based on years of service and
   compensation.  Contributions to the plan are made by the Company in amounts
   deemed necessary to provide benefits.  Plan assets consist primarily of
   marketable securities including common stocks, bonds and U.S. government
   obligations, and other interest bearing accounts.

      The Company also has a supplemental retirement plan to provide key
   employees with additional retirement benefits.  The terms of the plan are
   generally the same as those of the retirement plan, except that the
   supplemental retirement plan is limited to key employees and benefits under
   it are reduced by benefits received under the retirement plan.  The accrued
   pension obligation for the supplemental retirement plan is included in other
   long-term obligations.
<PAGE>

                            McCLATCHY NEWSPAPERS, INC.
                    NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)


   6.   EMPLOYEE BENEFIT PLANS - Continued

      Expenses of these plans for the three months ended March 31, 1994 and
   1993 were $1,408,000 and $1,326,000, respectively.

      The Company also has a Deferred Compensation and Investment Plan (401(k)
   plan) which enables qualified employees voluntarily to defer compensation. 
   Company contributions to the 401(k) plan for the three months then ended
   March 31, 1994 and 1993 were $968,000 and $835,000, respectively.

      The Company also provides or subsidizes certain retiree health care and
   life insurance benefits.  For the three months ended March 31, 1994 and
   1993, postretirement benefit expenses were $225,000.


   7.   CASH FLOW INFORMATION

      Cash provided or used by operations in the three months ended March 31,
   1994 and 1993 was affected by changes in certain current assets and
   liabilities as follows (in thousands):

   <TABLE>
   <CAPTION>
                                                 1994               1993   

    <S>                                             <C>                 <C>
    Increase (decrease) in assets:
    Receivables                               $ (3,792)           $ (5,185)
    Inventories                                 (2,697)              2,404 
    Other current assets                         1,059                 502 
      Total                                     (5,430)             (2,279)

    Increase (decrease) in
      liabilities:
    Accounts payable                            (2,191)              2,612 
    Accrued compensation                         1,667               2,032 
    Income taxes                                 4,825               2,191 
    Other current liabilities                      487               1,156 
      Total                                      4,788               7,991 

    Net cash increase from changes in
      current assets and liabilities          $ 10,218            $ 10,270 

   </TABLE>
<PAGE>

                            McCLATCHY NEWSPAPERS, INC.
                    NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)


   8.   COMMITMENTS AND CONTINGENCIES

      The Company guarantees $21,875,000 of bank debt related primarily to its
   joint venture in the Ponderay newsprint mill.

      State and federal taxing authorities have audited the Company's tax
   returns for 1982-1987, and have made assessments or proposed adjustments
   primarily related to the deduction of certain intangible assets and
   deductions related to discontinued and other non-newspaper operations.  The
   total amount of the proposed adjustments, including interest thereon, is
   approximately $25,000,000.  The Company is protesting the adjustments
   through the appropriate authorities.  While this process is expected to
   extend over several years and additional assessments for like issues are
   expected to be forthcoming, the Company believes these adjustments will be
   reduced in the appeals processes.  At March 31, 1994, other assets included
   $10,634,000 of deposits which the Company has made with the applicable tax
   authorities to stop interest accrual on a portion of the adjustments,
   pending final resolution.  In the opinion of management, adequate provision
   has been made for any taxes and interest resulting from these assessments
   and the ultimate outcome of these matters will not have a material adverse
   effect on the Company's consolidated results of operation or financial
   position.

      There are libel and other legal actions that have arisen in the ordinary
   course of business and are pending against the Company.  Management
   believes, after reviewing such actions with counsel, that the outcome of
   pending actions will not have a material adverse effect on the Company's
   consolidated results of operations or financial position.


   9.   COMMON STOCK AND STOCK PLANS

      On May 5, 1994 the Company filed Amendment No. 2 to Form S-3 with the
   Securities and Exchange Commission registering 1,375,000 shares of Class A
   common stock to be sold by the Company and certain selling stockholders in a
   combined primary and secondary offering to the public.  Selling shareholders
   converted 625,000 shares of Class B common to Class A common stock to be
   sold in the offering.

      The Company's Class A and Class B common stock participate equally in
   dividends.  Holders of Class A common stock are entitled to one-tenth of a
   vote per share and to elect as a class 25% of the Board of Directors,
   rounded up to the nearest whole number.  Holders of Class B common stock are
   entitled to one vote per share and to elect as a class 75% of the Board of
   Directors, rounded down to the nearest whole number.  Class B common stock
   is convertible at the option of the holder into Class A common stock on a
   share-for-share basis.
<PAGE>

                            McCLATCHY NEWSPAPERS, INC.
                    NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)


   9.  COMMON STOCK AND STOCK PLANS - Continued

       The Company's Amended Employee Stock Purchase Plan (the Purchase Plan)
   reserved 1,500,000 shares of Class A common stock for issuance to employees. 
   Eligible employees may purchase shares at 85% of "fair market value" (as
   defined) through payroll deductions.  The Purchase Plan can be automatically
   terminated by the Company at any time.  As of March 31, 1994, 401,774 shares
   of Class A common stock have been issued under the Purchase Plan.

       The Company's 1987 Stock Option Plan (the Employee Plan), as amended,
   reserved 600,000 shares of Class A common stock for issuance to key
   employees.  Options are granted at the market price of the Class A common
   stock on the date of the grant.  The options vest in installments over four
   years, and once vested are exercisable up to ten years from the date of
   award.  Although the Employee Plan permits the Company, at its sole
   discretion, to settle unexercised options by making payments to the option
   holder of stock appreciation rights (SARs), the Company does not intend to
   avail itself of this alternative except in limited circumstances.  At March
   31, 1994 there were 565,800 options outstanding to purchase Class A common
   stock at an average price of $18.75 per share.  There are 306,975 options
   exercisable and 150 shares are available for future awards.

       On January 26, 1994 the Board of Directors adopted the 1994 Employee
   Stock Option Plan, subject to stockholder approval, reserving 650,000 Class
   A shares for issuance to key employees.  The terms of this plan are
   substantially the same as the terms of the Employee Plan and no shares have
   been granted under the new plan.

       In July 1990, the Company adopted a stock option plan for outside
   (nonemployee) directors (the Directors' Plan) providing for the issuance of
   up to 150,000 shares of Class A common stock.  Under the Directors' Plan
   each outside director is granted an option at fair market value for 1,500
   shares annually.  Terms of the Directors' Plan are similar to the terms of
   the Employee Plan and as of March 31, 1994 options for 42,000 shares at an
   average of $20.72 per share had been granted.  There are 26,250 options
   exercisable as of March 31, 1994.
<PAGE>

   Item 2 - Management's Discussion And Analysis Of Results Of Operations And
   Financial Condition

   Recent Events

       The Company's earnings improved in the first quarter of 1994 as most of
   its newspapers reported increased revenues.  Quarterly results benefitted
   from Easter advertising which occurred predominately in the first quarter of
   1994 versus the second quarter 1993.

       First quarter earnings also reflect a pretax charge of $768,000 for
   closing many of the Company's Senior Spectrum tabloids which served readers
   over age 55.  Two Sacramento area weekly tabloids will continue to be
   published.  However, monthly tabloids outside of the Sacramento area were
   not profitable as advertisers, pressured by the recent recession, reduced
   expenditures in niche publications.

   First Quarter 1994 Compared to 1993

       Earnings improved 23.7% to $5.9 million over first quarter 1993, largely
   reflecting higher advertising rates and the shift in Easter advertising to
   March 1994 versus April 1993.  The quarter also benefitted by improvement in
   national and classified categories of advertising.

       The 3.6% increase in advertising revenues, up to $83.8 million from
   $81.0 million in the 1993 first quarter, is attributable to advertising rate
   increases in January and February at six of the Company's seven largest
   daily newspapers and, to a lesser degree, to increased in advertising
   activity.

       At the Company's seven largest newspapers (generating in excess of 90%
   of advertising revenues) full run "run-of-press" (ROP) advertising linage,
   which is found in the body of a newspaper and is the source of a majority of
   newspaper advertising revenues, declined 0.2%.  Part run ROP linage, found
   in zoned editions of the newspapers targeted to specific areas of a
   community, declined 2.5% while ROP linage in total market coverage products,
   distributed to nonsubscribers, increased 14.1%.  The number of preprinted
   advertisements distributed through the Company's seven largest newspapers
   increased 5.7%.  Advertising linage in the Company's 13 other newspapers
   increased 10.3%.

       Circulation revenues increased 1.2% to $21.2 million.  This increase is
   largely attributable to the increase in the number of subscribers to the
   Company's newspapers.  Company-wide average paid circulation increased 1.7%
   for daily and 1.8% for Sunday newspapers over the 1993 quarter.  Circulation
   rates were generally flat as many of the Company's newspapers decided not to
   raise subscription rates in a recessionary environment.
<PAGE>

       Additional commercial printing was the major factor in the 15.5%
   increase in other revenues.

       Operating expenses increased 2.7%.  However excluding the Spectrum
   charge (which affected a number of cost components as discussed below)
   expenses increased 1.9%.

       Compensation costs increased 1.0%.  Reduced personnel partially offset
   wage rate increases ranging between 2% and 3%.  Newsprint and supplements
   increased 3.7% due largely to increased usage from growth in newspaper
   subscribers and increased advertising linage, while other operating expenses
   increased 3.2%.  Excluding Spectrum closing costs, other operating expenses
   increased 1.6%.  Depreciation and amortization increased 9.9% due mostly to
   greater depreciation of equipment at The Sacramento Bee and the writedown of
   certain Spectrum intangibles.

       Earnings also benefitted from greater investment income and smaller
   losses from the Ponderay newsprint mill joint venture.  While newsprint
   prices remain low, the mill has improved operating efficiencies and cut
   costs to reduce its losses.

       The tax rate remained unchanged from the first quarter 1993.  Pursuant
   to tax legislation enacted in July 1993, the federal tax rate increased from
   34% to 35%, however, this increase was partially offset in 1994 by the
   deductibility of previously nondeductible intangibles.  See note 4 to the
   consolidated financial statements.  An adjustment was made in the third
   quarter of 1993 to raise the federal rate to 35% for the first two quarters
   of 1993, as the July rate increase was retroactive to the beginning of the
   year.


   Liquidity & Capital Resources

       The Company's cash and cash equivalent position improved $13.7 million
   from year-end 1993 to $56.0 million at March 31, 1994.  While $25.1 million
   of cash was generated by operations, a portion of the funds were used for
   capital expenditures, contributions to Ponderay newsprint mill and to pay
   dividends.  Capital expenditures are projected to be $38.3 million in 1994.

       The Company has a partnership interest in a newsprint mill which is
   expected to incur losses over the next several years assuming newsprint
   prices remain depressed.  The Company presently intends, when necessary, to
   contribute funds to help finance its share of these losses.  See notes 2 and
   8 to the consolidated financial statements for a discussion of the Company's
   commitments to the joint venture.
<PAGE>

       On May 5, 1994 the Company filed Amendment No. 2 to Form S-3 with the
   Securities and Exchange Commission registering 1,375,000 shares of Class A
   common stock to be sold by the Company and certain selling stockholders in a
   combined primary and secondary offering to the public.  Selling shareholders
   converted 625,000 shares of Class B common to Class A common stock to be
   sold in the offering.

       See note 3 for a discussion of the Company's long-term obligations.

       Management is of the opinion that operating cash flow and cash and cash
   equivalent balances are adequate to meet the liquidity needs of the Company,
   including currently planned capital expenditures and other investments.


   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 current report on Form 8-K was filed with the Securities and
             Exchange Commission on April 22, 1994 to report unaudited first
             quarter 1994 financial results. 





                                    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.


                                      McClatchy Newspapers, Inc.
                                             Registrant



   Date:  May 9, 1994                 /s/ James P. Smith             
                                      James P. Smith
                                      Vice President,
                                      Finance and Treasurer
<PAGE>


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