<PAGE>
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 September 30, 1995
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 November
10, 1995:
Class A Common Stock 6,829,765
Class B Common Stock 23,131,334
=============================================
1 of 22
<PAGE>
McCLATCHY NEWSPAPERS, INC.
INDEX TO FORM 10-Q
Page
----
Part I - FINANCIAL INFORMATION
Item 1 - Financial Statements:
Consolidated Balance Sheet - September 30, 1995
(unaudited) and December 31, 1994 3
Consolidated Statement of Income for the
Three Months and Nine Months Ended September 30,
1995 and 1994 (unaudited) 5
Consolidated Statement of Cash Flows for
the Nine Months Ended September 30, 1995
and 1994 (unaudited) 6
Consolidated Statement of Stockholders'
Equity for the Period from January 1,
1994 to September 30, 1995 (unaudited) 7
Notes to Consolidated Financial Statements
(unaudited) 8
Item 2 - Management's Discussion and Analysis of
Results of Operations and Financial Condition 18
Part II - OTHER INFORMATION 22
2
<PAGE>
PART I - FINANCIAL INFORMATION
ITEM 1 - FINANCIAL STATEMENTS
<TABLE>
MCCLATCHY NEWSPAPERS, INC.
CONSOLIDATED BALANCE SHEET
(IN THOUSANDS)
<CAPTION>
September 30, December 31,
1995 1994
---- ----
(UNAUDITED)
<S> <C> <C>
CURRENT ASSETS:
Cash and cash equivalents $ 15,709 $ 68,574
Short-term investments - 29,448
Trade receivables (less
allowances of $2,791 in
1995 and $2,000 in 1994) 57,662 58,185
Other receivables 1,899 1,704
Newsprint, ink and other
inventories 13,957 8,578
Deferred income taxes 12,863 11,425
Other current assets 7,898 2,476
--------- ---------
TOTAL CURRENT ASSETS 109,988 180,390
PROPERTY, PLANT AND
EQUIPMENT:
Land 30,921 19,591
Buildings and improvements 139,550 126,055
Equipment 347,637 299,717
Construction in progress 29,552 9,885
--------- ---------
TOTAL 547,660 455,248
Accumulated depreciation (196,507) (180,601)
--------- ---------
NET PROPERTY, PLANT AND
EQUIPMENT
351,153 274,647
INTANGIBLES - NET 412,880 115,446
LONG-TERM INVESTMENTS - 11,303
INVESTMENT IN NEWSPRINT
MILL PARTNERSHIP 5,795 4,111
OTHER ASSETS 2,791 740
--------- ---------
TOTAL ASSETS $ 882,607 $ 586,637
========= =========
</TABLE>
See notes to consolidated financial statements
3
<PAGE>
<TABLE>
MCCLATCHY NEWSPAPERS, INC.
CONSOLIDATED BALANCE SHEET
(IN THOUSANDS, EXCEPT SHARE AMOUNTS)
LIABILITIES AND STOCKHOLDERS' EQUITY
<CAPTION>
SEPTEMBER 30, December 31,
1995 1994
---- ----
(UNAUDITED)
<S> <C> <C>
CURRENT LIABILITIES:
Accounts payable $ 16,195 $ 17,791
Accrued compensation 28,903 32,253
Income taxes - 5,615
Unearned revenue 16,966 12,096
Carrier deposits 4,347 3,331
Other accrued liabilities 10,693 8,006
--------- ---------
TOTAL CURRENT LIABILITIES 77,104 79,092
LONG-TERM DEBT 272,500 -
LONG-TERM OBLIGATIONS 27,307 14,961
DEFERRED INCOME TAXES 47,459 50,364
COMMITMENTS AND CONTINGENCIES
(NOTE 9)
STOCKHOLDERS' EQUITY:
Common stock $.01 par value:
Class A - authorized
50,000,000 shares, issued
6,833,815 in 1995 and
6,638,022 in 1994 68 66
Class B - authorized
30,000,000 shares, issued
23,131,334 in 1995 and
23,276,789 in 1994 231 233
Additional paid-in capital 62,214 61,290
Retained earnings 396,095 381,002
Treasury stock, 20,000 Class A
shares (371) (371)
--------- ---------
TOTAL STOCKHOLDERS' EQUITY 458,237 442,220
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY $ 882,607 $ 586,637
========= =========
</TABLE>
See notes to consolidated financial statements
4
<PAGE>
<TABLE>
MCCLATCHY NEWSPAPERS, INC.
CONSOLIDATED STATEMENT OF INCOME
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
<CAPTION>
Three Months Ended Nine Months Ended
September 30, September 30,
------------- -------------
1995 1994 1995 1994
---- ---- ---- ----
(Unaudited) (Unaudited)
<S> <C> <C> <C> <C>
REVENUES - NET:
Advertising $110,182 $91,326 $294,018 $ 268,133
Circulation 24,756 21,224 68,175 63,614
Other 7,023 4,548 18,214 12,918
TOTAL 141,961 117,098 380,407 344,665
-------- ------- -------- ---------
OPERATING EXPENSES:
Compensation 60,969 51,344 163,012 152,421
Newsprint and
supplements 28,927 17,087 70,879 47,661
Depreciation and
amortization 12,060 9,451 30,593 28,482
Other operating
expenses 28,975 21,916 74,801 66,654
-------- ------- -------- ---------
TOTAL 130,931 99,798 339,285 295,218
-------- ------- -------- ---------
Operating income 11,030 17,300 41,122 49,447
NONOPERATING
EXPENSES:
Interest expense (2,883) (1) (2,907) (6)
Investment income 678 971 3,833 1,935
Partnership income
(losses) 250 (1,005) (800) (4,005)
Other - net 33 (14) 318 (45)
-------- ------- -------- ---------
TOTAL (1,922) (49) 444 (2,121)
-------- ------- -------- ---------
INCOME BEFORE INCOME
TAX PROVISION 9,108 17,251 41,566 47,326
Income tax provision 4,659 1,535 17,944 14,696
-------- ------- -------- ---------
NET INCOME $ 4,449 $ 15,716 $ 23,622 $ 32,630
======== ======= ======== =========
NET INCOME PER
COMMON SHARE $ 0.15 $ 0.53 $ 0.79 $ 1.11
======== ======= ======== =========
WEIGHTED AVERAGE
NUMBER OF COMMON
SHARES 30,020 29,949 30,002 29,469
</TABLE>
See notes to consolidated financial statements
5
<PAGE>
<TABLE>
MCCLATCHY NEWSPAPERS, INC.
CONSOLIDATED STATEMENT OF CASH FLOWS
(IN THOUSANDS)
<CAPTION>
Nine Months Ended September 30,
-------------------------------
1995 1994
---- ----
(Unaudited)
<S> <C> <C>
CASH PROVIDED (USED) BY OPERATING
ACTIVITIES:
Net income $ 23,622 $ 32,630
Reconciliation to net cash
provided:
Depreciation and amortization 30,701 28,598
Deferred taxes 3,122 (15,064)
Partnership losses 800 4,005
Changes in certain assets and
liabilities - net (13,622) 17,551
Other 1,090 (155)
-------- --------
NET CASH PROVIDED BY OPERATING
ACTIVITIES 45,713 67,565
CASH PROVIDED (USED) BY INVESTING
ACTIVITIES:
Maturities of investments held
to maturity 29,789 21,521
Proceeds from investments
available for sale 20,539 -
Purchases of investments held
to maturity (5,940) (31,424)
Purchases of investments
available for sale (3,637) -
Purchase of property, plant and
equipment (22,055) (26,808)
Acquisitions of newspaper
and other operations (note 8) (241,250) -
Advances to newsprint mill
partnership
(2,484) (3,375)
Other - net 65 707
-------- --------
NET CASH USED BY
INVESTING ACTIVITIES (224,973) (39,379)
CASH PROVIDED (USED) BY FINANCING
ACTIVITIES:
Proceeds from public offering - 20,001
Proceeds from long-term debt 139,000 -
Repayment of long-term debt (5,000) -
Payment of cash dividends (8,529) (7,235)
Other - principally stock
issuances 924 1,551
-------- --------
NET CASH PROVIDED BY
FINANCING ACTIVITIES 126,395 14,317
-------- --------
NET CHANGE IN CASH AND CASH
EQUIVALENTS (52,865) 42,503
CASH AND CASH EQUIVALENTS,
BEGINNING OF YEAR 68,574 42,326
CASH AND CASH EQUIVALENTS,
-------- --------
END OF PERIOD $ 15,709 $ 84,829
======== ========
</TABLE>
See notes to consolidated financial statements
6
<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, 1993 $ 51 $238 $39,472 $344,133 $(371) $383,523
Net income (9 months) 32,630 32,630
Dividends paid ($.245 per share) (7,235) (7,235)
Conversion of 477,000 Class B to Class A 5 (5)
Issuance of 90,609 Class A under
employee stock plans 1 1,550 1,551
Issuance of 956,250 Class A shares to
public 9 19,992 20,001
----- ---- ------- -------- ----- --------
BALANCES, SEPTEMBER 30, 1994 66 233 60,014 369,528 (371) 430,470
Net income (3 months) 14,015 14,015
Dividends paid ($.085 per share) (2,541) (2,541)
Issuance of 13,713 Class A shares
under employee stock plans 276 276
----- ---- ------- -------- ----- --------
BALANCES DECEMBER 31, 1994 66 233 61,290 381,002 (371) 442,220
Net income (9 months) 23,622 23,622
Dividends paid ($.285 per share) (8,529) (8,529)
Conversion of 145,455 Class B to Class A 2 (2)
Issuance of 45,988 shares under employee
stock plans 924 924
----- ---- ------- -------- ----- --------
BALANCE, SEPTEMBER 30, 1995 $ 68 $231 $ 62,214 $396,095 $(371) $458,237
===== ==== ======= ======== ===== ========
</TABLE>
See notes to consolidated statements
7
<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 located in California, the Northwest
(Alaska and Washington) and the Carolinas.
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 except
for the recording of $768,000 of costs associated with the closure of the
Company's monthly Spectrum tabloids in March 1994, a $5,134,000 favorable tax
adjustment in September 1994 (see note 5) and the recording of an early
retirement charge in September 1995 (see Note 7). Such financial statements are
not necessarily indicative of the results to be expected for the full year.
REVENUE RECOGNITION - Advertising revenues are recorded when advertisements
are 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.
INVESTMENTS AT DECEMBER 31, 1994 consisted of the following classified as
short-term securities: $23,849,000 of commercial paper which matured on March
15, 1995, were held to maturity, and valued at amortized costs; and $5,599,000
of U.S. and local government debt securities maturing through October 5, 1995
were available for sale and recorded at amortized costs because the unrecognized
losses were not significant by security or in total. Long-term investments
consisted of U.S. and local government debt securities totalling $11,303,000 and
maturing November 15, 1997, were classified as available for sale and recorded
at amortized cost because the unrecognized loss was not significant by security
or in total.
Costs for investment securities are determined by specific identification.
No gains or losses were realized in 1994 or the first nine months of 1995.
8
<PAGE>
MCCLATCHY NEWSPAPERS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
1. SIGNIFICANT ACCOUNTING POLICIES - CONTINUED
CONCENTRATIONS OF CREDIT RISKS - Financial instruments which potentially
subject the Company to concentrations of credit risks are principally cash and
cash equivalents, trade accounts receivables and investments. Cash and cash
equivalents and investments are placed with major financial institutions and are
currently invested in the highest rated commercial paper and government
securities. The Company routinely assesses the financial strength of
significant customers and this assessment, combined with the large number and
geographic diversity of its customers, helps to limit 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 $6,388,000 at September 30, 1995 and $2,856,000 at December
31, 1994.
PROPERTY, PLANT AND EQUIPMENT are stated at cost. Major renewals and
betterments, as well as interest incurred during construction, are capitalized.
For the nine months ended September 30, 1995 such interest was $394,000. No
interest was capitalized in 1994.
DEPRECIATION is computed generally on a straight-line basis over estimated
useful lives of:
- 10 to 60 years for buildings
- 9 to 24 years for presses
- 3 to 11 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 forty 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 5.
9
<PAGE>
MCCLATCHY NEWSPAPERS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
1. SIGNIFICANT ACCOUNTING POLICIES - CONTINUED
EARNINGS PER SHARE are based on the weighted average number of outstanding
shares of common stock and dilutive common stock equivalents (stock options -
see note 10).
2. ACQUISITION
On August 1, 1995, the Company purchased The News and Observer Publishing
Company (N&O) for which it paid $247,000,000 in cash for all the outstanding
common stock of N&O and assumed $117,000,000 of pre-
existing N&O funded debt. An additional $10,000,000 is payable subject to the
resolution of certain contingencies and is collateralized by a letter of credit.
The cash portion of the purchase price was financed with $138,000,000 in new
long-term bank debt and $109,000,000 from existing Company cash. The Company
expects to refinance the N&O funded debt and has recorded an estimated
prepayment penalty of $11,500,000 as of September 30, 1995 in accordance with
the debt agreements. See note 4 for discussion of the Company's long-term debt.
N&O publishes The (Raleigh) News and Observer newspaper, seven other
non-daily publications in North Carolina and the Nando.net online service. The
News and Observer has a daily circulation of about 155,000 and 200,000 Sunday.
The acquisition was accounted for as a purchase, and accordingly, assets
acquired and liabilities assumed have been recorded at their estimated fair
values at the date of acquisition. Assets of N&O (based upon preliminary
assessments) included approximately $5,000,000 of working capital, $79,000,000
of property, plant and equipment and $302,000,000 of intangible assets.
Intangible assets include approximately $286,000,000 of goodwill which is to be
amortized over a 40-year period.
The N&O operations have been included in the Company's consolidated results
beginning on August 1, 1995. The following table summarizes, on an unaudited
pro forma basis, the combined results of operations of the Company and its
subsidiaries as though the acquisition had taken place on January 1, 1995 and
1994 (in thousands, except per share amounts):
<TABLE>
<CAPTION>
1995 1994
---- ----
<S> <C> <C>
Revenues $447,800 $422,716
Net income 16,449 27,013
Earnings per common shares $0.55 $0.92
</TABLE>
10
<PAGE>
MCCLATCHY NEWSPAPERS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
3. 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
partnership debt (see note 9) and has committed to take 28,400 metric tons of
annual production until March 1, 2001. The Company purchased $12,622,000 and
$9,167,000 of newsprint from Ponderay in the nine months ended September 30,
1995 and 1994, respectively. For the three months ended September 30, Ponderay
net revenues and net income (losses) were $40,733,000 and $895,000 in 1995 and
$25,368,000 and $(8,641,000) in 1994. For the nine months ended September 30,
net revenues and net losses were $107,870,000 and $(6,500,000) in 1995 and
$72,348,000 and $(30,794,000) in 1994.
4. LONG-TERM DEBT AND OBLIGATIONS
Long-term debt consists of (in thousands):
<TABLE>
<CAPTION>
September 30,
1995
----
<S> <C>
Bank Credit Agreement $139,000
N&O insurance notes 98,000
N&O line of credit 14,000
N&O holdback payable 10,000
N&O refinancing penalty 11,500
--------
Total long-term debt $272,500
========
</TABLE>
In addition the Company also has an outstanding letter of credit for
$4,581,000.
On July 28, the Company entered into a bank credit agreement (Credit
Agreement) providing for borrowings up to $310,000,000. In connection with the
August 1 acquisition of the News and Observer, the Company drew down
$138,000,000 of borrowings and the bank issued a $10,000,000 letter of credit on
behalf of the Company (see note 2).
Under the Credit Agreement, interest only is payable through July 1, 2000. A
total of $12,500,000 of principal is due by July 1, 2000 and the remaining
principal matures in increasing annual amounts until it is paid in full by July
1, 2005. The Company may select between alternative floating interest rates for
each borrowing. On September 30, 1995, the interest rate applicable to the
amount drawn ranged from 6.0% to 6.2%. Such debt is unsecured and the related
agreement contains covenants requiring, among other things, maintenance of cash
flow and limitations on debt-to-equity ratios.
11
<PAGE>
MCCLATCHY NEWSPAPERS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
Among the liabilities assumed in acquiring the stock of the News and
Observer Publishing Company were long-term notes payable consisting of
$98,000,000 face value of unsecured senior notes bearing interest at 9.65% to
9.76% and a $19,000,000 unsecured variable rate note. The Company has notified
the note holders of its intent to refinance N&O's debt using its Credit
Agreement and has recorded an estimated $11,500,000 refinancing penalty in
accordance with the terms of the note agreements.
Long-term obligations consist of (in thousands):
<TABLE>
<CAPTION>
SEPTEMBER 30, DECEMBER 31,
1995 1994
---- ----
<S> <C> <C>
Postretirement benefits obligation $ 9,495 $ 9,209
Pension obligations 10,214 3,142
Other long-term obligations 7,598 2,610
-------- --------
Total long-term obligations $ 27,307 $ 14,961
======== ========
</TABLE>
Other long-term obligations consist primarily of deferred compensation.
5. INCOME TAX PROVISIONS
Income tax provisions consist of (in thousands):
<TABLE>
<CAPTION>
THREE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
------------- -------------
1995 1994 1995 1994
---- ---- ---- ----
<S> <C> <C> <C> <C>
Current:
Federal $ 837 $ 7,960 $11,608 $22,620
State 850 4,796 3,214 7,140
Deferred:
Federal 3,430 (11,283) 3,595 (15,006)
State (458) 62 (473) (58)
------- ------- ------- -------
Income tax provision $ 4,659 $ 1,535 $17,944 $14,696
======= ======= ======= =======
</TABLE>
12
<PAGE>
MCCLATCHY NEWSPAPERS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
The effective tax rate and the statutory federal income tax rate
are reconciled as follows:
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
September 30, September 30,
------------- -------------
1995 1994 1995 1994
---- ---- ---- ----
<S> <C> <C> <C> <C>
Statutory rate 35.0% 35.0% 35.0% 35.0%
State taxes, net of
federal benefit 2.8 4.4 4.0 4.7
Amortization of
intangibles 13.1 1.8 3.8 1.8
Tax settlement - (29.8) - (10.8)
Other 0.3 (2.5) 0.4 0.4
----- ----- ---- -----
Effective rate 51.2% 8.9% 43.2% 31.1%
===== ===== ==== =====
</TABLE>
During September 1994, the Company settled disputes with the Internal
Revenue Service and the California Franchise Tax Board involving examinations of
the Company's tax returns. The principal issues related to losses of
non-newspaper operations from 1982 through 1987, and to the amortization of
intangible assets acquired from 1986 through 1991. The settlements resulted
in a $5,134,000 increase in net earnings (recorded as a reduction to the 1994
income tax provision).
The components of deferred taxes recorded in the Company's Consolidated
Balance Sheet on September 30, 1995 and December 31, 1994 are (in thousands):
<TABLE>
<CAPTION>
1995 1994
---- ----
<S> <C> <C>
Depreciation and amortization $41,330 $40,535
Partnership losses 10,836 11,147
State taxes 865 201
Deferred compensation (15,315) (13,085)
N & O refinancing penalty (2,549) -
Other (571) 141
------- -------
Deferred tax liability (net of $12,863 in
1995 and $11,425 in 1994 reported as
current assets) $34,596 $ 38,939
======= =======
</TABLE>
13
<PAGE>
MCCLATCHY NEWSPAPERS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
6. INTANGIBLES
Intangibles consist of (in thousands):
<TABLE>
<CAPTION>
September 30, December 31,
1995 1994
---- ----
<S> <C> <C>
Identifiable intangible assets,
primarily customer lists $ 143,012 $ 125,511
Excess purchase prices over
identifiable intangible assets 351,350 64,400
---------- ---------
Total 494,362 189,911
Accumulated amortization (81,482) (74,465)
---------- ---------
Intangibles - net $ 412,880 $ 115,446
========== =========
</TABLE>
7. EMPLOYEE BENEFIT PLANS
Early Retirement Charge:
The Sacramento Bee made an early retirement program available to certain
employees. A pre-tax charge of $2,318,000 was recorded in September for this
program.
Benefit Plans:
The Company has two defined benefit pension plans (retirement plans) for a
majority of its employees, including the employees of the recently acquired N&O.
Benefits are based on years of service and compensation. Contributions to the
plans 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 three supplemental retirement plans to provide key
employees (including N&O in 1995) with retirement benefits. The terms of the
plans are similar, but enhanced over those of the retirement plans. Benefits
under them are reduced by benefits received under the retirement plans. The
accrued pension obligation for the supplemental retirement plans is included in
other long-term obligations.
Expenses of these plans for the three months ended September 30, 1995 and
1994 were $1,573,000 and $1,784,000, respectively. Expenses for the nine months
then ended were $4,596,000 and $4,672,000 in 1995 and 1994, respectively.
The Company also has two Deferred Compensation and Investment Plans (401(k)
plans) which enable qualified employees (including N&O employees in 1995)
voluntarily to defer compensation. Company contributions to the 401(k) plans
for the three months then ended September 30, 1995 and 1994 were $1,098,000 and
$998,000, respectively. Contributions for the nine months then ended were
$3,049,000 and $2,938,000 in 1995 and 1994, respectively.
14
<PAGE>
MCCLATCHY NEWSPAPERS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
The Company also provides or subsidizes certain retiree health care and life
insurance benefits. For the three months ended September 30, 1995 and 1994,
postretirement benefit expenses were $150,000 and $225,000, respectively and
were $450,000 and $675,000 for the nine months then ended in 1995 and 1994,
respectively.
8. CASH FLOW INFORMATION
Net cash paid for the acquisition of newspaper and other operations consists
of (in thousands):
<TABLE>
<CAPTION>
N&O Other
Acquisition Acquisitions Total
----------- ------------ ---------
<S> <C> <C> <C>
Assets acquired $ 404,069 $ 2,930 $ 406,999
Liabilities assumed (135,679) (822) (136,501)
Holdback payable (10,000) - (10,000)
Refinancing Penalty (11,500) - (11,500)
--------- ------- ---------
Cash paid 246,890 2,108 248,998
Fees and expenses 494 - 494
Less cash acquired (8,182) (60) (8,242)
--------- ------- ---------
Net cash paid $ 239,202 $ 2,048 $ 241,250
========= ======= =========
</TABLE>
Cash paid during the nine months ended September 30, 1995 and 1994 for
interest and income taxes were (in thousands):
<TABLE>
<CAPTION>
1995 1994
---- ----
<S> <C> <C>
Interest (net of amount capitalized) $ 5,903 $ 16
Income taxes (net of refunds) 25,099 22,390
</TABLE>
Cash provided or used by operations in the nine months ended September 30,
1995 and 1994 was affected by changes in certain assets and liabilities,
excluding the purchase of newspaper operations, as follows (in thousands):
<TABLE>
<CAPTION>
1995 1994
---- ----
<S> <C> <C>
Increase (decrease) in assets:
Receivables $ (7,287) $ (679)
Inventories 4,903 (1,628)
Other assets 836 (4,079)
--------- --------
Total (1,548) (6,386)
--------- --------
Increase (decrease) in liabilities:
Accounts payable (5,970) 767
Accrued compensation (1,835) 4,492
Income taxes (5,698) 2,509
Other liabilities (1,667) 3,397
--------- --------
Total $ (15,170) 11,165
--------- --------
Net change in assets and
liabilities
$ (13,622) $ 17,551
========= ========
</TABLE>
15
<PAGE>
MCCLATCHY NEWSPAPERS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
9. COMMITMENTS AND CONTINGENCIES
The Company guarantees $21,136,000 of bank debt related primarily to its
partnership interest in the Ponderay newsprint mill.
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.
10. COMMON STOCK AND STOCK PLANS
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.
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 September 30, 1995, 490,678 shares of Class A
common stock have been issued under the Purchase Plan.
The Company's 1987 Stock Option Plan (1987 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 1987 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.
The Company's 1994 Employee Stock Option Plan (1994 Plan) reserves 650,000
Class A shares for issuance to key employees. The terms of this plan are
substantially the same as the terms of the 1987 Plan.
The Company's stock option plan for outside (nonemployee) directors
(Directors' Plan) provides 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 Plans.
16
<PAGE>
MCCLATCHY NEWSPAPERS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
In the 1987 Plan, there are 355,925 options exercisable as of September 30,
1995. Substantially all of the shares reserved in the plan have been granted.
In the 1994 Plan 516,600 remain for future grants and none of the options are
exercisable. A total of 645,850 options are outstanding in the employee plans
at an average option price of $19.30 per share. In the Directors' Plan 64,500
options are outstanding at an average price of $21.42 per share, 39,375 shares
were exercisable at September 30, 1995 and 85,500 are available for future
awards.
17
<PAGE>
ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND
FINANCIAL CONDITION
RECENT EVENTS AND TRENDS
On August 1, the Company purchased The News and Observer Publishing Company
(N&O) (see note 2 to the consolidated financial statements). N&O publishes The
(Raleigh) News and Observer newspaper, seven other non-daily publications in
North Carolina and Nando.net, an online service. The N&O newspaper has daily
circulation of approximately 155,000 and 200,000 Sunday. The results of the N&O
company have been included in the Company's consolidated results beginning on
August 1, 1995. Future investment income is not expected to be significant as
excess cash together with bank borrowings have been used to consummate the
purchase of N&O.
Three newsprint price increases were implemented by newsprint producers in
May, August and December of 1994, and three more were implemented in March, May
and September 1995 because of a world-wide imbalance of newsprint supply and
demand. These increases have reduced the Company's operating income and will
continue to put pressure on earnings. Advertising and circulation volume and
rate increases, coupled with Company-wide cost control programs focused on
newsprint usage and control of all other categories of expenses have, in the
past, helped mitigate the impact of newsprint price increases. While the
Company intends to continue to pursue all of these measures they may not have
the same effect on future results.
In August 1995, The Sacramento Bee made available an early retirement
program to certain employees. In connection with this program, a $2,318,000
pretax charge was recorded in September 1995.
THIRD QUARTER 1995 COMPARED TO 1994
Net income in the third quarter of 1995 was $4.4 million and was $5.8
million before the cost of the early retirement program at The Sacramento Bee.
Income in the 1994 quarter was $15.7 million, and was $10.6 million before a
one-time favorable tax settlement of $5.1 million.
The decline in earnings is largely attributable to higher depreciation,
amortization and interest costs related to the N&O acquisition; higher newsprint
prices and sluggish economic conditions in California's Central Valley, home to
three of the Company's larger dailies.
<TABLE>
Revenues (in thousands):
<CAPTION>
1995 1994 % Change
-------- -------- --------
<S> <C> <C> <C>
California newspapers $ 78,117 $ 76,715 1.8%
Northwest newspapers 35,463 33,193 6.8%
Carolinas newspapers 25,715 5,182 NM*
Other operations 2,666 2,008 32.8%
-------- --------
Total $141,961 $117,098 21.2%
======== ========
*Not meaningful
18
<PAGE>
Total revenues at the California newspapers increased $1.4 million,
including an increase of $908,000 in advertising revenues and $177,000 in
circulation revenues. California advertising revenues increased 1.4%, led by
advertising revenue increases of $1.1 million at The Sacramento Bee.
Advertising revenues at The Fresno Bee declined $328,000 from third quarter 1994
as full run run-of-press (ROP) advertising linage declined 13.2%.
Full run ROP linage, which generates a majority of advertising revenues,
declined 5.3% at the three Bee newspapers and was partially offset by rate
increases implemented at all three Bee newspapers in the first quarter of 1995
and again in September at The Modesto Bee. Other revenues increased $317,000
primarily due to sales of used newsprint at The Sacramento Bee.
In the Northwest region (Anchorage and Washington state) newspaper revenues
increased $2.3 million with advertising revenues up $1.6 million or 6.6% and
circulation up $311,000 or 4.6%. The Peninsula Gateway, a weekly newspaper in
Washington state, was purchased at the end of June, and contributed $602,000 in
revenues. A decline in full run ROP linage at The (Tacoma) News Tribune was
more than offset by gains at the Anchorage Daily News and Tri-City Herald.
Advertising and circulation rate increases were implemented at The News Tribune
and the Anchorage Daily News generally in the first quarter of 1995. Other
revenues increased $341,000 or 17.6% due mostly to commercial printing.
In the Carolinas region, newspaper revenues increased $20.5 million largely
due to the addition of the N&O newspapers. Revenues at the N&O newspapers were
$20.0 million with $15.9 million in advertising and $3.0 million in circulation
revenues. Revenues at the South Carolina newspapers increased 9.6% with growth
in full run ROP advertising linage of 12.2% and strong circulation increases.
The Company's other operations, consisting of McClatchy Printing Company,
Legi-Tech, The Newspaper Network (TNN) and N&O's New Media division (primarily
the Nando.net online service), contributed $658,000 in additional revenues.
Increases at McClatchy Printing Company and the addition of N&O New Media were
the significant factors in the quarterly increase.
Operating Expenses:
Operating expenses increased 31.2% and reflect the addition of the Peninsula
Gateway in late June, N&O in August 1995 and the $2.3 million charge for the
early retirement program at The Sacramento Bee. Compensation costs increased
18.7%, due primarily to the acquisition of N&O, and were up 14.2% excluding the
retirement charge. Compensation excluding the impact of N&O declined nominally.
Newsprint and supplements expense reflect the price increases discussed
above and N&O costs. Newsprint usage excluding N&O was down about 5%. Other
operating expenses were up $7.1 million and in addition to N&O, reflect a
write-down of equipment of $1.1 million at The Sacramento Bee associated with an
obsolete newspaper bundle delivery system. The increase in depreciation and
amortization was largely due to the addition of N&O operations and reflects the
allocation of the N&O purchase price based upon preliminary appraisals.
19
<PAGE>
In non-operating items, investment income declined $293,000 and interest
expense increased $2.9 million as the acquisition of N&O was financed with the
Company's excess cash and incurrence of substantial debt. The Company's share
of Ponderay income was $250,000 versus a loss of $1.0 million last year.
The Company's effective tax rate was 51.2% in the 1995 quarter versus 8.9%
last year. The 1995 quarter reflects the addition of non-
deductible amortization and depreciation of N&O. The 1994 quarter included a
favorable adjustment of $5.1 million for the settlement of tax audits for
returns filed in several previous years. See note 5 to the consolidated
financial statements.
NINE MONTH COMPARISONS
The nine-month revenues and expenses were generally affected by the factors
discussed in the quarterly review above.
Revenues (in thousands):
1995 1994 % Change
--------- -------- --------
<S> <C> <C> <C>
California newspapers $ 232,211 $ 227,340 2.1%
Northwest newspapers 103,665 96,810 7.1%
Carolinas newspapers 36,674 15,915 NM*
Other operations 7,857 5,320 47.7%
--------- ---------
Total $ 380,407 $ 344,665 10.4%
========= =========
*Not meaningful
Advertising revenues increased 9.7% and were up 3.7% excluding N&O. Revenue
growth at the California newspapers was impacted by floods in Northern
California in the first quarter, which reduced business activity. Revenues at
the northwest newspapers reflect the factors discussed in the quarterly review.
With N&O, the Carolinas newspapers contributed 9.6% of total revenues versus
4.6% in 1994. Full-run advertising linage increased 4.5% over 1994, but was up
0.6% excluding N&O and reflects weakness in the California markets.
Circulation revenues increased 7.2% and 2.4% excluding N&O. Average paid
circulation excluding N&O was up 0.9% daily and flat for Sunday.
The increase in revenues at the Company's other operations were primarily
from McClatchy Printing Company, TNN and N&O's New Media division.
Operating Expenses:
Operating expenses increased 14.9% over the nine-month period in 1994 and
were generally impacted by the factors discussed in the quarterly comparisons.
Excluding the addition of N&O, the early retirement charge and the impact of
rising newsprint prices, expenses were slightly below 1994.
20
<PAGE>
In non-operating items, investment income increased $1.9 million as excess
cash was invested through July 1995. Interest expense increased $2.9 million
related to debt incurred to purchase N&O and Ponderay losses fell $3.2 million
due to rising newsprint prices.
The Company's effective tax rate in 1995 was 43.2% versus 31.1% in 1994.
Higher nondeductible amortization in 1995 and the favorable tax settlement in
1994 accounts for the majority of the difference in the two years. See note 5
to the consolidated financial statements.
LIQUIDITY & CAPITAL RESOURCES
The Company's cash and cash equivalents were $15 million at September 30,
1995 versus $98.0 million of cash and short-term investments at the end of 1994.
Most of the Company's cash was used to finance the acquisition of N&O. See
notes 2 and 4 to the financial statements for a discussion of the impact of the
acquisition on the Company's liquidity and capital resources.
A total of $45.7 million of cash was generated by operations. A portion of
the funds were used for capital expenditures, advances to Ponderay newsprint
mill, short-term investment securities and dividends. See the Company's
Statement of Cash Flows on page 6.
To date, capital expenditures have totaled $22.1 million and are projected
to be $31.0 million by year end, including an ongoing plant expansion and press
installation at N&O.
The Company has a partnership interest in a newsprint mill which began in
1989 and has incurred losses through June 1995. However, its losses have
diminished as newsprint prices have continued to increase and the partnership
recorded its first quarterly profit in the third quarter of 1995. The Company
presently intends, when necessary, to contribute funds to help finance its share
of the mill's cash needs. See notes 3 and 9 to the consolidated financial
statements for a discussion of the Company's commitments to the joint venture.
After refinancing N&O debt (see note 4 to the consolidated financial
statements), the Company will have approximately $40.0 million of available
credit under its bank credit agreement. Management is of the opinion that
operating cash flow and available credit facilities are adequate to meet the
liquidity needs of the Company, including currently planned capital expenditures
and other investments.
21
<PAGE>
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. Exhibits and Reports on Form 8-K:
Form 8-K/A, Amendment No. 1 dated August 1, 1995 was filed on
August 25, 1995 with the Securities and Exchange Commission.
Form 8-K/A, Amendment No. 2 dated August 1, 1995 was filed on October
13, 1995 with the Securities and Exchange Commission.
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: November 10, 1995 /s/ James P. Smith
-------------------------------
James P. Smith
Vice President,
Finance and Treasurer
22
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains financial information extracted from SEC filing Form 10-Q
and is qualified in its entirety by reference to such financial statements.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-START> JAN-01-1995
<PERIOD-END> SEP-30-1995
<CASH> $15,709
<SECURITIES> 0
<RECEIVABLES> 62,352
<ALLOWANCES> 2,791
<INVENTORY> 13,957
<CURRENT-ASSETS> 109,988
<PP&E> 547,660
<DEPRECIATION> 196,507
<TOTAL-ASSETS> 882,607
<CURRENT-LIABILITIES> 77,104
<BONDS> 0
<COMMON> 299
0
0
<OTHER-SE> 457,938
<TOTAL-LIABILITY-AND-EQUITY> 882,607
<SALES> 380,407
<TOTAL-REVENUES> 380,407
<CGS> 0
<TOTAL-COSTS> 339,285
<OTHER-EXPENSES> 4,315
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 2,907
<INCOME-PRETAX> 41,566
<INCOME-TAX> 17,944
<INCOME-CONTINUING> 23,622
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 23,622
<EPS-PRIMARY> 0.79
<EPS-DILUTED> 0.79
</TABLE>
