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, 1996
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 1, 1996:
Class A Common Stock 7,132,541
Class B Common Stock 23,073,834
1 of 22
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<PAGE>
McCLATCHY NEWSPAPERS, INC.
INDEX TO FORM 10-Q
Part I - FINANCIAL INFORMATION
Item 1 - Financial Statements:
Consolidated Balance Sheet - September 30, 1996
(unaudited) and December 31, 1995 3
Consolidated Statement of Income for the
Three Months and Nine Months
Ended September 30, 1996 and 1995 (unaudited) 5
Consolidated Statement of Cash Flows for
Nine Months Ended September 30, 1996
and 1995 (unaudited) 6
Consolidated Statement of Stockholders'
Equity for the Period from December 31,
1994 to September 30, 1996 (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
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<PAGE>
PART I - FINANCIAL INFORMATION
Item 1 - Financial Statements
<TABLE>
McCLATCHY NEWSPAPERS, INC.
CONSOLIDATED BALANCE SHEET
(In thousands)
<CAPTION>
September 30, December 31,
1996 1995
(Unaudited)
Current assets:
<S> <C> <C>
Cash and cash equivalents $ 4,176 $ 3,252
Trade receivables (less allowances of
$2,912 in 1996 and $2,327 in 1995) 66,452 69,451
Other receivables 2,131 2,251
Newsprint, ink and other inventories 7,779 13,703
Deferred income taxes 9,310 9,840
Other current assets 3,688 4,737
Total current assets 93,536 103,234
Property, plant and equipment:
Land 31,319 30,920
Buildings and improvements 160,455 141,908
Equipment 368,663 347,651
Construction in progress 10,958 31,110
Total 571,395 551,589
Accumulated depreciation (224,935) (203,214)
Net property, plant and equipment 346,460 348,375
Intangibles - net 418,014 429,390
Investment in newsprint mill
partnership 9,065 5,965
Other assets 2,661 5,994
Total assets $869,736 $892,958
</TABLE>
See notes to consolidated financial statements
3
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<PAGE>
<TABLE>
McCLATCHY NEWSPAPERS, INC.
CONSOLIDATED BALANCE SHEET
(In thousands, except share amounts)
LIABILITIES AND STOCKHOLDERS' EQUITY
<CAPTION>
September 30, December 31,
1996 1995
(Unaudited)
Current liabilities:
<S> <C> <C>
Current portion of long-term
bank debt $ - $ 10,000
Accounts payable 19,096 20,152
Accrued compensation 31,070 33,222
Income taxes 2,637 -
Unearned revenue 18,026 17,566
Carrier deposits 4,188 4,298
Other accrued liabilities 9,902 9,248
Total current liabilities 84,919 94,486
Long-term bank debt 209,000 243,000
Other long-term obligations 28,835 28,135
Deferred income taxes 60,114 61,643
Commitments and contingencies (note 8)
Stockholders' equity:
Common stock $.01 par value:
Class A - authorized:
50,000,000 shares, issued:
7,066,449 in 1996
and 6,850,315 in 1995 70 69
Class B - authorized: 30,000,000
shares, issued: 23,073,834 in
1996 and 23,131,334 in 1995 231 231
Additional paid-in capital 65,224 62,521
Retained earnings 421,714 403,244
Treasury stock, 20,000 Class A
shares (371) (371)
Total stockholders' equity 486,868 465,694
Total liabilities and stockholders'
equity $ 869,736 $ 892,958
</TABLE>
See notes to consolidated financial statements
4
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<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,
1996 1995 1996 1995
Unaudited Unaudited
<S>
Revenues - net: <C> <C> <C> <C>
Advertising $ 120,856 $110,182 $354,270 $294,018
Circulation 27,102 24,756 81,196 68,175
Other 7,585 7,023 23,299 18,214
Total 155,543 141,961 458,765 380,407
Operating Expenses:
Compensation 62,177 60,969 188,375 163,012
Newsprint and supplements 27,034 28,927 88,523 70,879
Depreciation and amortization 13,250 12,060 39,502 30,593
Other operating expenses 30,443 28,975 87,434 74,801
Total 132,904 130,931 403,834 339,285
Operating income 22,639 11,030 54,931 41,122
Nonoperating (expenses)
income:
Interest expense (3,307) (2,883) (10,259) (2,907)
Investment income 24 678 76 3,833
Partnership income (losses) 850 250 3,100 (800)
Other - net (17) 33 (10) 318
Total (2,450) (1,922) (7,093) 444
Income before income
tax provision 20,189 9,108 47,838 41,566
Income tax provision 8,747 4,659 20,805 17,944
Net income $ 11,442 $ 4,449 $ 27,033 $ 23,622
Net income per common
share $ 0.38 $ 0.15 $ 0.90 $ 0.79
Weighted average number
of common shares 30,286 30,020 30,191 30,002
</TABLE>
See notes to consolidated financial statements
5
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<TABLE>
McCLATCHY NEWSPAPERS, INC.
CONSOLIDATED STATEMENT OF CASH FLOWS
(In thousands)
<CAPTION>
Nine Months Ended September 30,
1996 1995
(Unaudited)
Cash provided (used) by
operating activities:
<S> <C> <C>
Net income $ 27,033 $ 23,622
Reconciliation to net cash provided:
Depreciation and amortization 39,618 30,701
Deferred taxes (999) 3,122
Partnership (income) losses (3,100) 800
Changes in certain assets and
liabilities - net 15,251 (13,622)
Other 239 1,090
Net cash provided by operating
activities 78,042 45,713
Cash provided (used) by investing
activities:
Maturities of investments held
to maturity - 29,789
Proceeds from investments
available for sale - 20,539
Purchases of investments held to maturity - (5,940)
Purchases of investments available for
sale - (3,637)
Purchases of property, plant
and equipment (24,627) (22,055)
Acquisition of newspaper operations (1,845) (241,250)
Investment in newsprint mill
partnership - (2,484)
Other - net (787) 65
Net cash used by investing
activities (27,259) (224,973)
Cash (used) provided by financing
activities:
Proceeds from long-term debt - 139,000
Repayment of long-term debt (44,000) (5,000)
Payment of cash dividends (8,563) (8,529)
Other - principally stock issuances 2,704 924
Net cash (used) provided by
financing activities (49,859) 126,395
Net change in cash and cash
equivalents 924 (52,865)
Cash and cash equivalents, beginning
of year 3,252 68,574
Cash and cash equivalents, end of
period $ 4,176 $ 15,709
Other cash flow information:
Cash paid during the period for:
Income taxes (net of refunds) $ 17,011 $25,099
Interest paid (net of capitalized
interest) 10,678 5,903
</TABLE>
See notes to consolidated financial statements
6
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<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, 1994 $ 66 $ 233 $ 61,290 $381,002 $ (371) $ 442,220
Net income (9 months) 23,622 23,622
Dividends paid
($.285 per share) (8,529) (8,529)
Conversion of 145,455
Class B shares to Class A 2 (2)
Issuance of 45,988
Class A under
employee stock plans 924 924
Balances,
September 30, 1995 68 231 62,214 396,095 (371) 458,237
Net income (3 months) 9,996 9,996
Dividends paid
($.095 per share) (2,847) (2,847)
Issuance of 20,850
Class A shares
under employee stock
plans 1 307 308
Balances,
December 31, 1995 69 231 62,521 403,244 (371) 465,694
Net income (9 months) 27,033 27,033
Dividends paid
($.285 per share) (8,563) (8,563)
Issuance of 56,708
Class A shares under
employee stock plans 1 2,703 2,704
Balances,
September 30, 1996 $ 70 $ 231 $ 65,224 $ 421,714 $ (371) $ 486,868
</TABLE>
See notes to consolidated statements
7
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<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 western
coastal states 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.
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.
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.
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 $4,645,000 at September 30, 1996
and $7,426,000 at December 31, 1995.
Related party transactions - The Company owns a 13.5% interest in
Ponderay Newsprint Company ("Ponderay") which operates a newsprint
mill in the State of Washington. The Company guarantees certain bank
debt used to construct the mill (see note 8) and is required to
purchase 28,400 metric tons of annual production on a "take-if-
tendered" basis until the debt is repaid. The Company satisfies this
obligation by direct purchase (1996: $16,196,000 and 1995:
$12,622,000) or reallocation to other buyers. To secure additional
newsprint, the Company has arranged to purchase an additional 10,000
metric tons from Ponderay in 1996 and 8,000 in 1997.
8
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<PAGE>
Property, plant and equipment are stated at cost. Major renewals
and betterments, as well as interest incurred during construction, are
capitalized. For the three months ended September 30, 1996 such
interest was nominal and was $394,000 for the 1995 quarter. For the
nine months ended September 30, 1996 and 1995, such interest was
$526,000 and $394,000, respectively.
Depreciation is computed generally on a straight-line basis over
estimated useful lives of:
10 to 60 years for buildings
9 to 25 years for presses
3 to 15 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 cash flows 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 dilutive common stock
equivalents (stock options).
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 was paid
subject to the resolution of certain contingencies. 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 and investments. The
Company refinanced the N & O funded debt and recorded a prepayment
penalty of $12,194,000 as part of N & O acquisition costs. See note 3
for discussion of the Company's long-term debt.
N & O publishes The News & Observer newspaper in Raleigh, NC, seven
other non-daily publications in North Carolina and the Nando.net on-
line service. The News & Observer has a daily circulation of about
154,000 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
included approximately $1,500,000 of working capital, $72,600,000 of
property, plant and equipment and $323,100,000 of intangible assets.
Intangible assets include approximately $299,100,000 of
goodwill which is to be amortized over a 40-year period. In addition
to the $117,000,000 of N & O
9
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<PAGE>
McCLATCHY NEWSPAPERS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
2. ACQUISITION - Continued
long-term debt, the Company assumed deferred income tax and other
liabilities totaling $11,500,000.
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 for the first nine
months of 1995 as though the acquisition had taken place on January 1,
1995 (in thousands, except per share amounts):
<TABLE>
<CAPTION>
1995
<S> <C>
Revenues $447,800
Net income 16,449
Earnings per common share 0.55
</TABLE>
<TABLE>
3. LONG-TERM BANK DEBT AND OTHER LONG-TERM OBLIGATIONS
At September 30, 1996 and December 31, 1995 long-term bank debt
consisted of (in thousands):
<CAPTION>
September 30, December 31,
1996 1995
<S> <C> <C>
Bank Credit Agreement $209,000 $243,000
N & O holdback payable - 10,000
Total 209,000 253,000
Less current portion - 10,000
Total long-term bank debt $209,000 $243,000
</TABLE>
In addition, the Company also has an outstanding letter of credit
for $4,309,000 securing self-insurance workers' compensation reserves.
On July 28, 1995 the Company entered into a bank credit agreement
(Credit Agreement) providing for borrowings up to $310,000,000. In
connection with the August 1, 1995 acquisition of N & O, 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). The N & O
holdback was paid in August 1996.
Among the liabilities assumed in acquiring the stock of N & O 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 refinanced
N & O's debt and incurred a refinancing penalty of $12,194,000 in
accordance with the terms of the note agreements which has been
included in the purchase price.
10
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<PAGE>
McCLATCHY NEWSPAPERS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
3. LONG-TERM BANK DEBT AND OTHER LONG-TERM OBLIGATIONS - Continued
Under the Credit Agreement, interest only is payable through July
1, 2000. Principal in the amount of $39,000,000 is due on July 1,
2002 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 drawdown. On
September 30, 1996 the interest rate applicable to the amount drawn
ranged from 5.4% to 6.3%. 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,
with which the Company was in compliance at September 30, 1996.
At September 30, 1996 the Company had an outstanding interest rate
swap that effectively converted $50,000,000 of debt under its Credit
Agreement to a fixed rate debt at a rate of 6.0%. The swap expires in
November 1998. The Company makes payments to a counterparty depending
on the change in variable interest rates which are recorded as
additions to or reductions of interest expense.
Other long-term obligations consist of (in thousands):
<TABLE>
<CAPTION>
September 30, December 31,
1996 1995
<S> <C> <C>
Pension obligations $ 16,876 $ 11,209
Post retirement benefits obligation 9,060 9,386
Deferred compensation and other 2,899 7,540
Total long-term obligations $ 28,835 $ 28,135
</TABLE>
<TABLE>
4. INCOME TAX PROVISIONS
Income tax provisions consist of (in thousands):
<CAPTION>
Three Months Ended Nine Months Ended
September 30, September 30,
1996 1995 1996 1995
Current: <C> <C> <C> <C>
Federal $ 7,978 $ 837 $ 19,392 $ 11,608
State 1,085 850 2,412 3,214
Deferred:
Federal (1,925) 3,430 (2,731) 3,595
State 1,609 (458) 1,732 (473)
Income tax provision $ 8,747 $ 4,659 $ 20,805 $ 17,944
</TABLE>
11
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<TABLE>
McCLATCHY NEWSPAPERS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
4. INCOME TAX PROVISIONS - Continued
The effective tax rate and the statutory federal income tax rate
are reconciled as follows:
<CAPTION>
Three Months Ended Nine Months Ended
September 30 September 30,
1996 1995 1996 1995
<S> <C> <C> <C> <C>
Statutory rate 35.0% 35.0% 35.0% 35.0%
State taxes, net of
federal benefit 5.6 2.8 5.6 4.0
Amortization of intangibles 4.4 13.1 4.4 3.8
Other (1.7) 0.3 (1.5) 0.4
Effective rate 43.3% 51.2% 43.5% 43.2%
</TABLE>
<TABLE>
The components of deferred taxes recorded in the Company's
Consolidated Balance Sheet on September 30, 1996 and December 31, 1995
are (in thousands):
<CAPTION>
1996 1995
<S> <C> <C>
Depreciation and amortization $ 55,545 $ 56,468
Partnership losses 8,665 9,034
State taxes 1,271 230
Deferred compensation (16,082) (14,843)
Other 1,405 914
Deferred tax liability
(net of $9,310 in 1996 and
$9,840 in 1995 reported
as current assets) $ 50,804 $ 51,803
</TABLE>
12
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<TABLE>
McCLATCHY NEWSPAPERS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
5. INTANGIBLES
Intangibles consist of (in thousands):
<CAPTION>
September 30, December 31,
1996 1995
<S> <C> <C>
Identifiable intangible assets,
primarily customer lists $ 151,339 $ 150,530
Excess purchase prices over
identifiable intangible assets 366,196 364,933
Total 517,535 515,463
Less accumulated amortization 99,521 86,073
Intangibles - net $ 418,014 $ 429,390
</TABLE>
6. EMPLOYEE BENEFIT PLANS
Early Retirement Charge:
The Sacramento Bee made an early retirement program available to
certain employees in September 1995. A pre-tax charge of $2,318,000
was recorded for this program.
Benefit Plans:
The Company has two defined benefit pension plans (retirement
plans) which together cover a majority of its employees (including the
employees of N & O). 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 three supplemental retirement plans to provide
key employees with additional retirement benefits (including N & O).
The terms of the plans are generally the same as those of the
retirement plans, except that the supplemental retirement plans are
limited to key employees and benefits under them are reduced by
benefits received under the retirement plans. These plans are funded
on a pay-as-you-go basis and the accrued pension obligation for the
supplemental retirement plans are included in other long-term
obligations.
Expenses of these plans for the three months ended September 30,
1996 and 1995 were $1,776,000 and $1,573,000, respectively. Expenses
for the nine months then ended were $5,442,000 and $4,596,000 in 1996
and 1995, respectively.
13
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<PAGE>
McCLATCHY NEWSPAPERS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
6. EMPLOYEE BENEFIT PLANS - Continued
The Company also has two deferred compensation and investment plans
(401(k) plans) which enable qualified employees (including N & O)
voluntarily to defer compensation. Company contributions to the
401(k) plans for the three months ended September 30, 1996 and 1995
were $1,203,000 and $1,098,000, respectively. Contributions for the
nine months then ended were $3,494,000 and $3,049,000 in 1996 and
1995, respectively.
The Company also provides or subsidizes certain retiree health care
and life insurance benefits. For the three months ended September 30,
1996 and 1995, post retirement benefit expenses were $60,000 and
$150,000, respectively, and were $180,000 and $450,000 for the nine
months then ended in 1996 and 1995, respectively.
<TABLE>
7. CASH FLOW INFORMATION
Cash provided or used by operations in the nine months ended
September 30, 1996 and 1995 was affected by changes in certain assets
and liabilities as follows (in thousands):
<CAPTION>
1996 1995
<S> <C> <C>
Increase (decrease) in assets:
Receivables $ (3,001) $ (7,287)
Inventories (5,924) 4,903
Other assets (5,205) 836
Total (14,130) (1,548)
Increase (decrease) in liabilities:
Accounts payable (1,056) (5,970)
Accrued compensation 2,548 (1,835)
Income taxes 2,637 (5,698)
Other liabilities (3,008) (1,667)
Total 1,121 (15,170)
Net cash changes in assets
and liabilities $ 15,251 $(13,622)
</TABLE>
14
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<PAGE>
McCLATCHY NEWSPAPERS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
8. COMMITMENTS AND CONTINGENCIES
The Company guarantees $20,965,000 of bank debt related primarily
to its joint venture 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.
9. 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, 1996, 562,984 shares of Class A common stock have
been issued under the Purchase Plan.
The Company's 1987 Stock Option Plan (1987 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.
15
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<PAGE>
McCLATCHY NEWSPAPERS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
9. COMMON STOCK AND STOCK PLANS - Continued
The Company's 1994 Employee Stock Option Plan (1994 Employee 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
Employee 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.
In the 1987 Employee Plan, there are 333,369 options exercisable
as of September 30, 1996. Substantially all of the shares reserved in
the plan have been granted. In the 1994 Employee Plan 370,450 remain
for future grants and 32,975 of the options are exercisable. A total
of 689,444 options are outstanding in the employee plans at an average
option prices of $19.42 and $21.96 per share for the 1987 and 1994
plans, respectively. In the Directors' Plan 67,500 options are
outstanding at an average price of $21.92 per share, 40,125 shares
were exercisable at September 30, 1996 and 73,500 are available for
future awards.
10. FAIR VALUE OF FINANCIAL INSTRUMENTS
SFAS 107, "Disclosures about Fair Value of Financial Instruments",
requires the determination of fair value for certain of the Company's
assets, liabilities and contingent liabilities. The following methods
and assumptions were used to estimate the fair value of those
financial instruments included in the following categories:
Cash Equivalents - The carrying amount approximates fair value
based on quoted market prices.
Long-Term Bank Debt - The carrying value approximates fair value
based on interest rates available to the Company on debt instruments
with similar terms.
Interest Rate Swap Agreement - When considering interest rates at
September 30, 1996, it is estimated that the Company could terminate
the interest rate swap agreement with only a nominal gain or loss.
11. SUBSEQUENT EVENT
In October 1996, the Company announced that it had entered into
agreements in principle to sell five of its community newspapers.
Four of its California newspapers -- The Dispatch in Gilroy, the Free
16
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<PAGE>
McCLATCHY NEWSPAPERS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
11. SUBSEQUENT EVENTS (continued)
Lance in Hollister, the Morgan Hill Times and the Amador Ledger
Dispatch -- are being purchased by Central Valley Publishing, Inc., a
newspaper company managed by USMedia Group, Inc. of Crystal
City, MO. The Ellensburg Daily Record in Washington state is being
purchased by Pioneer Newspapers, Inc. of Seattle, WA. While the sales
are expected to be completed by year-end, they are subject to a number
of conditions, including -- among others -- the parties entering into
definitive agreements, the buyers completing successful due diligence,
and the parties obtaining necessary approvals.
The community newspapers being sold generated approximately $9.2
million in revenues in 1995 and had daily average paid circulation of
about 14,800 and non-daily circulation of about 12,400. The Company
has a low cost basis in the assets of these newspapers, and as a
result, expects to record a nonrecurring gain on the sale of the
newspapers which could be material to its 1996 annual results.
17
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<PAGE>
Item 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF
OPERATIONS AND FINANCIAL CONDITION
Recent Events
On August 1, 1995 the Company purchased The News and Observer
Publishing Company (N & O)(see note 2 to the consolidated financial
statements). N & O publishes The News & Observer (Raleigh, NC)
newspaper, seven other non-daily publications in North Carolina and
Nando.net, an on-line service. The N & O newspaper has a daily
circulation of approximately 154,000 and 200,000 on Sunday. The
results of N & O have been included in the Company's consolidated
results beginning on August 1, 1995. Excess cash and investments
together with bank borrowings were used to consummate the purchase of
N & O. As a result, investment income is not expected to be
significant over the next few years.
Newsprint prices have fluctuated substantially during 1995 and
1996. Declines in the second and third quarters of 1996 brought
newsprint prices below 1995 levels. As a result of rising prices in
1995 and in an effort to minimize the effect of expected further
increases, the Company increased its inventory levels. As prices
began to decline in 1996, the Company began reducing its inventory
levels in anticipation of further price decreases. Accordingly, the
Company's LIFO reserve has declined $1.5 million in the 1996 third
quarter and $2.8 million in the nine months ended September 30, 1996.
Management expects the newsprint price reductions to continue
positively impacting the Company's operating income for the balance of
the year.
In October, the Company announced that it had entered into
agreements in principle to sell five of its community newspapers and
expects to record a nonrecurring gain the fourth quarter of 1996 which
could be material to its annual results. See note 11 to the
consolidated financial statements.
<TABLE>
Third Quarter 1996 Compared to 1995
The Company earned $11.4 million in the third quarter of 1996, more
than double the 1995 earnings of $4.4 million. The 1995 quarter
included a pre-tax charge of $2.3 million for an early retirement
program at The Sacramento Bee. The increase in 1996 earnings was also
attributable to, among other factors, strong total revenue growth at
the Company's newspapers in North and South Carolinas and advertising
revenue growth at the Anchorage Daily News, lower newsprint prices and
strong cost controls throughout the Company.
Net revenues by region were (in thousands):
<CAPTION>
Third Quarter
1996 1995 % change
<S> <C> <C> <C>
California newspapers $ 76,953 $ 78,190 (1.6)
Northwest newspapers 35,832 35,534 0.8
Carolinas newspapers 39,317 25,715 52.9
Non-newspaper operations 3,441 2,522 36.4
Total $ 155,543 $ 141,961 9.6
</TABLE>
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<PAGE>
Revenues at the Company's California newspapers, which account for
nearly fifty percent of total revenues in the third quarter, declined
$1.2 million. The decline was due primarily to a lackluster retail
advertising climate at the Company's three Bee newspapers located in
Sacramento, Fresno and Modesto. These newspapers were also affected by
the consolidation in late 1995 of Macy's and Weinstock's department
stores, previously their two largest advertisers. Advertising
revenues declined $1.3 million at the Bee newspapers and full run run-
of-press (ROP) advertising linage, which provides a majority of
advertising revenues, fell 7.0%. Circulation revenues increased
$391,000 at the three Bee newspapers due primarily to increased home
delivery rates in the first quarter of 1996.
The Northwest newspapers contributed 23.0% of total revenues and
posted a gain of $298,000 over the 1995 quarter. Most of the
Northwest newspapers revenues are generated by The News Tribune
(Tacoma, WA), the Anchorage Daily News and the Tri-City Herald (WA).
Advertising revenues were up $511,000 at these newspapers, due almost
entirely to gains at the Daily News. Advertising revenues were
generally flat at the Washington newspapers and full run ROP linage
was down 4.3% at all three newspapers combined. Circulation revenues
were even with the 1995 quarter and other revenues, mostly commercial
printing at the Daily News, declined $207,000.
The Carolinas newspapers contributed 25.3% of total revenues and
increased by $13.6 million. Revenues at the North Carolina newspapers
were $32.9 million in the 1996 quarter versus $20.0 million in 1995,
which included August and September only. Revenues at the Company's
three South Carolina newspapers increased $714,000 or 12.6% due to
strong advertising and circulation improvements. Full run ROP linage
was up 9.2% at the South Carolina dailies.
Revenues at the Company's non-newspaper operations increased
$919,000 in the quarter, and include revenues from McClatchy Printing
Company, Legi-Tech, The Newspaper Network (TNN) and Nando, N & O's on-
line publishing division.
Operating Expenses:
Operating expenses increased 1.5%. The 1995 expenses include a pre-
tax charge of $2.3 million for the early retirement program at The
Sacramento Bee. If this charge is excluded, total operating expenses
increased 3.3% over the 1995 quarter and reflect three months of N & O
expenses in 1996 versus two months of expenses in 1995.
Compensation costs increased 2.0%, but after excluding the early
retirement charge in 1995, and removing N & O expenses from the 1996
and 1995 quarters, costs declined 1.9%. Newsprint and supplement
costs declined 6.5% due to falling newsprint prices and, to a lessor
extent, lower newsprint usage. Excluding N & O from the quarter in
both years, newsprint and supplement costs declined 21.7%. All other
operating expenses, including depreciation and amortization, increased
6.5% including N & O, and declined 2.8% excluding N & O from each
period. The declines reflect cost controls implemented throughout the
Company, as well as a 1995 pre-tax charge of $1.1 million in other
operating expenses for the write-off of obsolete distribution
equipment at The Sacramento Bee.
19
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<PAGE>
Non-operating Expenses -- Net:
Investment income declined $654,000 from third quarter 1995 as the
Company's excess cash was used to complete the N & O purchase on
August 1, 1995. Interest expense increased $424,000 on debt incurred
for the acquisition. The Company expects the interest expense
comparison to improve in the fourth quarter as it continues to use
cash generated from operations to repay the debt (see Liquidity and
Capital Resources below). The Company's share of earnings from
Ponderay increased $600,000 over the 1995 quarter. Earnings from
Ponderay are expected to decline if newsprint prices continue to fall.
The Company's effective tax rate was 43.3% in the third quarter of
1996 verse 51.2% in 1995. The higher rate in 1995 reflects
adjustments to increase the 1995 full-year effective rate to 43.0%,
primarily reflecting the non-deductibility of amortization related to
the N & O purchase.
<TABLE>
Nine Month Comparisons
Earnings in the nine months ending on September 30,1996 were $27.0
million versus $23.6 million in 1995 and reflect many of the trends
discussed above in the third quarter comparison.
Revenues by region were (in thousands):
<CAPTION>
Nine Months
1996 1995 % change
<S> <C> <C> <C>
California newspapers $ 228,227 $ 232,211 (1.7)
Northwest newspapers 105,960 103,665 2.2
Carolinas newspapers 113,337 36,674 NM
Non-newspaper operations 11,241 7,857 43.1
Total $ 458,765 $380,407 20.6
</TABLE>
NM -- Not meaningful due to the August 1, 1995 acquisition of N & O.
California revenues declined $4.0 million with advertising revenues
down $4.3 million at the Company's three Bee newspapers, while
circulation revenues increased $748,000. Other revenues declined
$544,000 due mostly to lower prices received for recycled newsprint.
Northwest newspaper revenues increased $2.3 million, with
advertising revenue gaining $1.5 million, circulation up $403,000 and
other revenues declining $838,000 at the three largest dailies. The
Anchorage Daily News reported $2.1 million or an 8.9% gain in
advertising revenues which was partially offset by lower advertising
revenues at the Washington state dailies.
The Carolinas newspaper revenue increased $76.7 million due to a
$74.5 million increase in North Carolina newspapers purchased in
August 1995 and a 13.1% increase in the South Carolina newspapers.
20
......................................................................
<PAGE>
Revenues at non-newspaper operations increased $3.4 million and
include nine months of Nando revenues versus five months in 1995.
Other increases include a 33.2 % increase in commercial printing at
McClatchy Printing Company, a 25.8% increase in TNN revenues offset by
a $448,000 decline in revenues at Legi-Tech.
Operating Expense:
Operating expenses increased 19.0% including N & O expenses and the
early retirement charge discussed above. Excluding N & O and the
charge, operating expenses declined 1.4%, with compensation down 0.6%
and newsprint and supplement costs up 1.3%. Newsprint prices began to
decline in the second quarter of 1996, hence the average price in the
nine months is greater than prices incurred in the third quarter
comparisons. All other operating expenses, including depreciation and
amortization, but excluding N & O costs, declined $2.2 million or
2.2%. Again, 1995 other operating expenses included the $1.1 million
asset write-off at The Sacramento Bee.
Nonoperating Expenses:
Investment income declined $3.8 million from 1995, while interest
expense on debt incurred in the acquisition increased $7.4 million.
The Company's share of Ponderay income was $3.1 million versus a loss
of $800,000 in 1995.
The Company's effective tax rate was 43.5% in 1996, slightly higher
than the 43.2% rate in 1995. See note 4 to the consolidated financial
statements.
Liquidity & Capital Resources
The Company's cash and cash equivalent position improved by
$924,000 from year-end 1995 to $4.2 million at September 30, 1996.
The Company's cash position is not expected to change substantially as
it continues to use free cash flow to repay debt. Operations
generated $78.0 million of cash and $44.0 million was used to repay
debt. Cash was also used to pay for capital expenditures and pay
dividends. Capital expenditures are projected to be approximately
$30.0 million in 1996.
See notes 1 and 8 to the consolidated financial statements for a
discussion of the Company's commitments to the Ponderay newsprint
mill.
See note 3 for a discussion of the Company's long-term obligations.
The Company had $101.0 million of available credit at September 30,
1996. Management is of the opinion that available credit, cash flow
from operations and cash balances are adequate to meet the liquidity
needs of the Company, including currently planned capital expenditures
and other investments.
Outlook
The preceding management discussion contains estimates and other
forward-looking statements covering subjects related to financial
operating results. These forward-looking statements, and any other
21
......................................................................
<PAGE>
statements going beyond historical fact that the McClatchy management
has discussed, are subject to risks and uncertainties that could cause
actual results to differ. These include increases in newsprint,
printing and distribution costs over anticipated levels, increased
consolidation among major retailers in the Company's newspaper markets
or other events depressing the level of advertising, an economic
downturn in the Company's principal markets or other occurrences
leading to decreasing circulation and diminished revenues from both
display and classified advertising.
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 - None
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 12, 1996
James P. Smith
Vice President,
Finance and Treasurer
22
......................................................................
<PAGE>
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains financial information extracted from SEC filing Form 10-K
and is qualified in its entirety by reference to such financial statements.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> 12/31/95
<PERIOD-END> 09/30/96
<CASH> 4,176
<SECURITIES> 0
<RECEIVABLES> 71,495
<ALLOWANCES> 2,912
<INVENTORY> 7,779
<CURRENT-ASSETS> 93,536
<PP&E> 571,395
<DEPRECIATION> 224,935
<TOTAL-ASSETS> 869,736
<CURRENT-LIABILITIES> 84,919
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<COMMON> 301
<OTHER-SE> 486,567
<TOTAL-LIABILITY-AND-EQUITY> 869,736
<SALES> 458,765
<TOTAL-REVENUES> 458,765
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