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, 1997
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 9,
1997:
Class A Common Stock 9,077,316
Class B Common Stock 28,842,287
<PAGE> 1
McCLATCHY NEWSPAPERS, INC.
INDEX TO FORM 10-Q
Page
Part I - FINANCIAL INFORMATION
Item 1 - Financial Statements:
Consolidated Balance Sheet - March 31, 1997
(unaudited) and December 31, 1996 3
Consolidated Statement of Income for the
Three Months Ended March 31, 1997
and 1996 (unaudited) 5
Consolidated Statement of Cash Flows for
the Three Months Ended March 31, 1997
and 1996 (unaudited) 6
Consolidated Statement of Stockholders'
Equity for the Period from December 31,
1995 to March 31, 1997 (unaudited) 7
Notes to Consolidated Financial Statements
(unaudited) 8
Item 2 - Management's Discussion and Analysis of
Results of Operations and Financial Condition 15
Part II - OTHER INFORMATION 19
<PAGE> 2
PART I - FINANCIAL INFORMATION
Item 1 - Financial Statements
McCLATCHY NEWSPAPERS, INC.
CONSOLIDATED BALANCE SHEET
(In thousands)
March 31, December 31,
1997 1996
(Unaudited)
[S] [C] [C]
Current assets:
Cash and cash equivalents $ 7,323 $ 5,877
Trade receivables (less allowances of
$2,264 in 1997 and $2,440 in 1996) 72,214 81,791
Other receivables 1,964 1,911
Newsprint, ink and other
inventories 7,670 8,015
Deferred income taxes 10,471 10,223
Other current assets 4,118 3,193
Total current assets 103,760 111,010
Property, plant and equipment:
Land 33,060 32,591
Buildings and improvements 156,131 157,741
Equipment 369,739 369,346
Construction in progress 9,530 8,532
Total 568,460 568,210
Accumulated depreciation (231,031) (226,420)
Net property, plant and equipment 337,429 341,790
Intangibles - net 405,701 411,393
Newsprint mill investment 8,589 8,989
Other assets 2,509 2,484
Total assets $ 857,988 $ 875,666
See notes to consolidated financial statements
<PAGE> 3
McCLATCHY NEWSPAPERS, INC.
CONSOLIDATED BALANCE SHEET
(In thousands, except share amounts)
LIABILITIES AND STOCKHOLDERS' EQUITY
March 31, December 31,
1997 1996
(Unaudited)
Current liabilities:
[S] [C] [C]
Accounts payable $ 20,349 $ 22,806
Accrued compensation 34,661 33,567
Income taxes 10,902 4,737
Unearned revenue 18,414 18,103
Carrier deposits 4,150 4,149
Other accrued liabilities 8,995 8,998
Total current liabilities 97,471 92,360
Long-term bank debt 155,000 190,000
Other long-term obligations 29,139 29,814
Deferred income taxes 59,577 60,378
Commitments and contingencies
(note 7)
Stockholders' equity:
Common stock $.01 par value:
Class A - authorized
50,000,000 shares, issued
9,018,108 in 1997 and 8,946,651
in 1996
Class B - authorized 90 89
30,000,000 shares, issued
28,842,287 in 1997 and 1996 288 288
Additional paid-in capital 69,089 67,534
Retained earnings 447,334 435,574
Treasury stock, 25,003 Class A
shares in 1996 - (371)
Total stockholders' equity 516,801 503,114
Total liabilities and
stockholders' equity $ 857,988 $ 875,666
See notes to consolidated financial statements
<PAGE> 4
McCLATCHY NEWSPAPERS, INC.
CONSOLIDATED STATEMENT OF INCOME
(In thousands, except per share amounts)
Three Months Ended
March 31,
1997 1996
(Unaudited)
[S] [C] [C]
Revenues - net:
Newspapers:
Advertising $116,643 $111,830
Circulation 26,958 26,996
Other 4,233 3,542
Total newspapers 147,834 142,368
Non-newspapers 2,787 3,935
Total net revenue 150,621 146,303
Operating expenses:
Compensation 63,408 63,390
Newsprint and supplements 21,471 31,174
Depreciation and amortization 13,250 12,996
Other operating expenses 29,702 28,646
Total 127,831 136,206
Operating income 22,790 10,097
Non-operating (expenses) income:
Interest expense (2,668) (3,453)
Partnership (loss) income (400) 1,150
Gain on sale of newspaper operations 6,594 -
Other - net 103 39
Income before income tax provision 26,419 7,833
Income tax provision 11,062 3,447
Net income $ 15,357 $ 4,386
Net income per common share $ 0.40 $ 0.12
Weighted average number of common shares 37,984 37,616
See notes to consolidated financial statements
<PAGE> 5
McCLATCHY NEWSPAPERS, INC.
CONSOLIDATED STATEMENT OF CASH FLOWS
(In thousands)
Three Months Ended
March 31,
1997 1996
(Unaudited)
[S] [C] [C]
Cash provided (used) by operating activities:
Net income $ 15,357 $ 4,386
Reconciliation to net cash provided:
Depreciation and amortization 13,287 13,034
Partnership losses (income) 400 (1,150)
Changes in certain assets and liabilities - net 12,249 2,959
Gain on sale of newspaper operations (6,594) -
Other (1,046) 46
Net cash provided by operating activities 33,653 19,275
Cash provided (used) by investing activities:
Purchase of property, plant and equipment (6,938) (9,048)
Sale of newspaper operations 11,400 -
Other - net 1 110
Net cash provided (used) by investing activities 4,463 (8,938)
Cash (used) provided by financing activitites:
Repayment of long-term debt (35,000) (11,000)
Payment of cash dividends (3,597) (2,849)
Other - principally stock issuances 1,927 474
Net cash used by financing activities (36,670) (13,375)
Net change in cash and cash equivalents 1,446 (3,038)
Cash and cash equivalents, beginning of year 5,877 3,252
Cash and cash equivalents, end of period $ 7,323 $ 214
Other cash flow information:
Cash paid during the period for:
Income taxes (net of refunds) $ 5,624 $ 270
Interest paid (net of capitalized interest) 2,702 3,272
See notes to consolidated financial statements
<PAGE> 6
McCLATCHY NEWSPAPERS, INC.
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY (UNAUDITED)
(In thousands, except share and per share amounts)
<TABLE>
<CAPTION>
Par Value Additional Treasury
Class A Class B Paid- Retaied Stock
In
Common Common Capital Earnings At Cost Total
<S> <C> <C> <C> <C> <C> <C>
Balances,
December 31, 1995 $ 85 $ 289 $62,447 $403,244 (371) $465,694
Net income (3 months) 4,386 4,386
Dividends paid ($.076
per share) (2,849) (2,849)
Issuance of 33,880
shares under employee
plans 474 474
Balances, March 31, 1996 85 289 62,921 404,781 (371) 467,705
Net income (9 months) 40,107 40,107
Dividends paid ($.247
per share) (9,314) (9,314)
Conversion of 71,875
Class B shares to Class A 1 (1)
Issuance of 273,496
Class A shares under
employee stock plans 3 3,979 3,982
Tax benefit from
stock plans 634 634
Balances, December
31, 1996 89 288 67,534 435,574 (371) 503,114
Net income (3 months) 15,357 15,357
Dividends paid ($.095
per share) (3,597) (3,597)
Issuance of 101,457
Class A shares
under employee and
director plans 1 1,606 1,607
Tax benefit from
stock plans 320 320
Retirement of
treasury shares (371) 371
Balances, March 31,
1997 $ 90 $ 288 $69,089 $447,334 $ - $ 516,801
</TABLE>
See notes to consolidated financial statements
<PAGE> 7
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. All share and per share amounts have been adjusted to reflect a
five-for-four stock split. See note 8. 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. Cash and cash equivalents are
placed with major financial institutions. Accounts receivables 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 receivables.
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 $3,371,000 at March 31, 1997 and $3,246,000 at December 31, 1996.
Related party transactions - The Company owns a 13.5% interest in Ponderay
Newsprint Company ("Ponderay") which owns and operates a newsprint mill in the
State of Washington. The investment is accounted for using the equity method,
under which the Company's share of earnings of Ponderay is
<PAGE> 8
reflected in income as earned. The Company guarantees certain bank debt used to
construct the mill (see note 7) 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 (1997: $3,779,000 and
1996: $5,699,000) or reallocation to other buyers. To secure additional
newsprint, the Company has arranged to purchase an additional 8,000 metric tons
from Ponderay in 1997.
Property, plant and equipment are stated at cost. Major renewals and
betterment's, as well as interest incurred during construction, are capitalized.
For three months ended March 31, 1997 and 1996 such interest was $15,000 and
$323,000, 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.
Stock-based compensation - The Company accounts for stock-based awards to
employees using the intrinsic value method in accordance with APB No. 25,
Accounting for Stock Issued to Employees.
Deferred income taxes result from temporary differences between amounts
reported for financial and income tax reporting purposes. See note 3.
Earnings per share are based on the weighted average number of outstanding
shares of common stock and dilutive common stock equivalents (stock options).
All share and per share amounts have been adjusted to reflect a five-for-four
stock split. See note 8.
2. LONG-TERM BANK DEBT AND OTHER LONG-TERM OBLIGATIONS
On July 28, 1995 the Company entered into a bank credit agreement (Credit
Agreement) providing for borrowings up to $310,000,000. At March 31, 1997 and
December 31, 1996 the Company had long-term bank debt of $155,000,000 and
$190,000,000, respectfully. In addition, the Company also has an outstanding
letter of credit for $4,309,000 securing estimated obligations from workers'
compensation claims.
<PAGE> 9
Under the Credit Agreement, interest only is payable through July 1, 2000.
Principal in the amount of $40,000,000 is due on July 1, 2003 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 March 31, 1997 the interest rate applicable to the amount
drawn ranged from 5.8% to 8.0%. 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 March 31, 1997.
At March 31, 1997 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):
March 31, December 31,
1996 1996
[S] [C] [C]
Pension obligations $ 17,153 $ 17,272
Post retirement benefits
obligation 8,965 9,058
Deferred compensation and other 3,021 3,484
Total long-term obligations $ 29,139 $ 29,814
3. INCOME TAX PROVISIONS
Income tax provisions consist of (in thousands):
March 31, March 31,
1997 1996
[S] [C] [C]
Current:
Federal $ 10,359 $ 3,048
State 1,768 363
Deferred:
Federal (1,124) (1)
State 59 37
Income tax provision $ 11,062 $ 3,447
<PAGE> 10
The effective tax rate and the statutory federal income tax rate are
reconciled as follows:
1997 1996
[S] [C] [C]
Statutory rate 35.0% 35.0%
State taxes, net of federal
benefit 4.5 3.7
Amortization of intangibles 3.2 4.8
Tax adjustments to basis of
newspapers sold (1.0) -
Other 0.1 0.5
41.8% 44.0%
The components of deferred taxes recorded in the Company's Balance Sheet on
March 31, 1997 and December 31, 1996 are (in thousands):
1997 1996
[S] [C] [C]
Depreciation and amortization $ 55,559 $ 55,649
Partnership losses 8,141 8,283
State taxes 1,139 1,310
Deferred compensation (17,110) (16,540)
Other 1,377 1,453
Deferred tax liability (net of
$10,471
in 1997 and $10,223 in 1996
reported as current assets) $ 49,106 $ 50,155
4. INTANGIBLES
Intangibles consist of (in thousands):
March 31, December 31,
1997 1996
[S] [C] [C]
Identifiable intangible assets,
primarily customer lists $ 147,443 $ 148,692
Excess purchase prices over
identifiable intangible assets 362,060 365,604
Total 509,503 514,296
Less accumulated amortization 103,802 102,903
Intangibles - net $ 405,701 $ 411,393
5. EMPLOYEE BENEFIT PLANS
The Company has two defined benefit pension plans (retirement plans) which
together cover a majority of its employees. 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. The plans 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. The terms of the plans are
generally the same as those of the retirement plans,
<PAGE>11
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 is included in other long-term
obligations.
Expenses of these plans for the three months ended March 31, 1997 and 1996
were $1,798,000 and $1,814,000, respectively.
The Company also has two Deferred Compensation and Investment Plans (401(k)
plans) which enables qualified employees to voluntarily defer compensation.
Company contributions to the 401(k) plans for the three months ended March 31,
1997 and 1996 were $1,166,000 and $1,140,000, respectively.
The Company also provides or subsidizes certain retiree health care and life
insurance benefits. For the three months ended March 31, 1997 and 1996,
postretirement benefit expenses were $60,000.
6. CASH FLOW INFORMATION
Cash provided or used by operations in the three months ended March 31, 1997
and 1996 was affected by changes in certain assets and liabilities as follows
(in thousands):
1997 1996
[S] [C] [C]
Increase (decrease) in assets:
Receivables $ (8,947) $ (5,878)
Inventories (81) 1,645
Other assets 966 (935)
Total 8,062 (5,168)
Increase (decrease) in
liabilities:
Accounts payable (2,433) (4,131)
Accrued compensation (31) (632)
Income taxes 6,165 985
Other liabilities 486 1,569
Total 4,187 (2,209)
Net cash increase from changes
in assets and liabilities $ 12,249 $ 2,959
7. COMMITMENTS AND CONTINGENCIES
The Company guarantees $20,875,000 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. From time to time, the
Company is involved as a party in various governmental proceedings, including
environmental matters. 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.
<PAGE> 12
8. COMMON STOCK AND STOCK PLANS
On March 31, 1997 the Company retired 25,003 shares of Class A common that
were held as treasury shares.
On December 4, 1996, the Board of Directors of the Company declared a five-
for-four split on its Class A and Class B common stock in the form of a special
25% stock dividend, which was paid on January 2, 1997 to the holders of the
record of the common stock as of the close of business on December 16, 1996.
All share and per share amounts have been adjusted in the financial statements
to reflect the stock split.
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.
At March 31, 1997 the Company has four stock-based compensation plans, which
are described below. The Company applies APB No. 25 and related
interpretations in accounting for its plans. No significant amounts of
compensation cost have been recognized for its fixed stock option plans and its
stock purchase plan.
The Company's Amended Employee Stock Purchase Plan (the Purchase Plan)
reserved 1,875,000 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, 1997, 741,658 shares of
Class A common stock have been issued under the Purchase Plan.
The Company's Amended and Restated 1987 Stock Option Plan (1987 employee
plan), as amended, reserved 750,000 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.
The Company's Amended and Restated 1994 Employee Stock Option Plan (1994
employee plan) reserved 812,500 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 amended and restated stock option plan for outside
(nonemployee) directors (directors' plan) provides for the issuance of up to
187,500 shares of Class A common stock. Under the Directors' Plan each outside
director is granted an option at fair market value for 1,875 shares annually.
Terms of the Directors' Plan are similar to the terms of the employee plans.
<PAGE> 13
In the employee plans, there are 423,470 options exercisable as of March 31,
1997. Substantially all of the shares reserved in the 1987 plan have been
granted. In the 1994 plan, 260,063 remain for future grants. A total of
892,192 options are outstanding in the employee plans at an average option price
of $15.73 and $20.40 per share for the 1987 and 1994 plans, respectively. In
the directors' plan, 84,375 options are outstanding at an average prices of
$17.54 per share, 63,292 shares were exercisable at March 31, 1997 and 91,875
are available for future awards.
9. 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 March 31,
1997, it is estimated that the Company could terminate the interest rate swap
agreement with only a nominal gain or loss.
10. SALE OF NEWSPAPER OPERATIONS
On February 28, 1997 the Company completed the sale of the Gilroy Dispatch,
The Hollister Free Lance, the Morgan Hill Times and the Amador Ledger Dispatch.
These newspapers had combined daily circulation of approximately 10,150 and
weekly circulation of 12,800, and generated $7,574,000 in revenues in 1996. The
Company reported a $6,594,000 gain on the sale which is included in nonoperating
(expenses) income.
<PAGE> 14
Item 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS
AND FINANCIAL CONDITION
Recent Events and Trends
On December 4, 1996 the Company declared a five-for-four stock split in the
form of a 25% stock dividend which was paid on January 2, 1997. All outstanding
shares and per share amounts have been restated in this discussion to reflect
the stock dividend.
In October 1996, the Company announced that it had entered into agreements
in principle to sell five community newspapers. In December, the Company
sold the Ellensburg Daily Record and recorded a pre-tax gain of $3.2 million.
On February 28, 1997 it completed the sale of the remaining four community
newspapers and recorded a pre-tax gain of $6.6 million in other non-operating
(expenses) income. See note 10. The after tax gain on the 1997 sale is 10
cents per share.
Newsprint prices fluctuated substantially during 1996, reaching an all-time
high in early 1996. Prices began declining during the second quarter of 1996
and the Company's newsprint purchases in the first quarter of 1997 continued to
be priced at roughly year-end 1996 price levels. While newsprint prices have
risen in April 1997, management expects average newsprint prices in 1997 to be
below 1996 average prices which would positively impact operating income for the
year.
In February 1997, the Financial Accounting Standards Board issued Statement
of Financial Accounting Standards No. 128, "Earnings per Share" (SFAS 128) which
requires changes in current earnings per share (EPS) reporting requirements.
The Company is required to adopt SFAS 128 in the fourth quarter of 1997. Because
of the limited number of stock options granted by the Company, management
expects there to be no significant difference in the calculation and reporting
of EPS under the new statement, hence, SFAS 128 is not expected to significantly
affect historical or future EPS.
First Quarter 1997 Compared to 1996
Net income in the first quarter of 1997 was $15.4 million or 40 cents per
share and includes a gain of 10 cents per share on the February 1997 sale of the
four community newspapers. Excluding the gain and operating results of the four
newspapers from the comparisons, income in the 1997 quarter was $11.4 million or
30 cents per share compared to income of $4.5 million or 12 cents per share in
1996. The increase in income is largely attributable to higher advertising
revenues, particularly at the Company's North and South Carolina newspapers
(Carolina newspapers), and lower newsprint costs.
<PAGE> 15
Revenues:
Revenues increased 3.0% to $150.6 million over the 1996 quarter with
advertising revenues up 4.3% to $116.6 million, and circulation revenues roughly
even at $27.0 million. Excluding the newspapers that were sold, total revenues
were up 3.7% with advertising revenues rising 5.1% and circulation revenues up
0.7%.
Operating Revenues By Region (in thousands):
1997 1996 % Change
[S] [C] [C] [C]
California newspapers $ 75,555 $ 74,428 1.5
Carolina newspapers 39,069 34,609 12.9
Northwest newspapers 33,210 33,331 (0.4)
Non-newspaper operations 2,787 3,935 (29.2)
Total $ 150,621 $146,303 3.0
The California newspapers contributed just over 50% of the Company's total
revenues and excluding revenues from the four community newspapers which were
sold, California newspapers operating revenue increased $1.8 million or 2.5%.
Results for the sold newspapers were included in two months in 1997 versus the
full quarter in 1996.
At the three Bee newspapers, advertising revenues rose $1.2 million or 2.0%
and were primarily driven by advertising rate increases implemented in January
and February at The Fresno and Sacramento Bees, respectively, and in May 1996 at
The Modesto Bee. Full run "run-of-press" (ROP) advertising linage, which is
found in the body of the newspaper and is the largest contributor to advertising
revenues, declined 3.4% at the three Bees. The newspapers were affected by the
consolidation of Macy's and Weinstock's department stores, previously their two
largest advertisers. This consolidation was completed in March 1996 and,
therefore, will not have an impact on advertising volume comparisons in future
quarters.
Circulation revenues at the three Bee dailies were up $129,000 or 0.9% and
other revenues were up $337,000, more than double the 1996 quarter. The
increase in circulation revenue is due to a partial Sunday single-copy price
increase and less promotional discounting at The Sacramento Bee, and modest
increases in circulation volumes at The Fresno and Modesto Bees. Average paid
circulation for the three Bees combined was down 0.3% daily and flat on Sundays.
The increase in other revenues is primarily from new revenue sources being
developed at the newspapers such as niche publications, on-line Internet
services on the World Wide Web in Sacramento and Modesto, and direct mail
programs at The Sacramento and Fresno Bees.
The Carolina newspapers contributed 25.9% of the Company's total revenues
and reported a $4.5 million increase in operating revenues. Most of the
Carolinas' revenues are generated by The News & Observer newspaper in Raleigh,
NC and three daily newspapers in South Carolina. Advertising revenues for the
region were up $4.0 million or 14.3%. The combined advertising revenues for the
daily newspapers rose $3.3 million due to rate increases implemented during the
quarter and increases in full run ROP
<PAGE> 16
linage of 11.9%. The remaining increase of approximately $450,000 was largely
contributed by a shopper that was purchased in June 1996.
Circulation revenues at the Carolina newspapers were up $274,000 or 4.7%,
largely due to volume increases. Average paid circulation was up 2.5% daily and
2.1% Sunday at the Carolina dailies.
The Company's Northwest newspapers contributed 22.0% of total revenues.
Their revenues declined $121,000 or 0.4%, however, excluding revenues from the
Ellensburg Daily Record which was sold in December 1996, revenues increased
$262,000. Excluding Ellensburg, advertising revenues increased $351,000 or
1.5%, circulation revenues declined $229,000 or 3.3% and other revenues
increased $140,000 or 7.1%. Advertising revenues in the region were up
primarily due to rate increases implemented in late 1996 and early 1997 but were
partially offset by reduced linage at The News Tribune (Tacoma, WA) because of
the consolidation of some retail advertisers in 1996. Full run ROP advertising
volumes for the region declined 1.2%.
Circulation revenues declined primarily due to lower average paid
circulation. Average paid circulation declined 0.7% daily and Sunday was off
0.9% at the three Northwest daily newspapers.
The $1.1 million decline in non-newspaper revenues is largely attributable
to the sale of the Company's Internet access business in the fourth quarter of
1996 and to a reorganization at one of its commercial printing operations.
Operating Expenses:
Operating expenses declined 6.1% and were down 5.5% excluding the sold
newspapers. In particular, newsprint and supplement cost declined 31.1% due to
lower newsprint prices and flat newsprint usage. Excluding newsprint and
supplement costs and expenses related to the sold newspapers, all other
operating expenses increased $2.3 million or 2.3%. Compensation, the Company's
largest component of expenses, was held to a 0.9% increase mostly due to lower
full-time-equivalent employees. The other operating expense component was up
4.9% due to increased spending on product development and promotion.
Nonoperating (Expenses) Income:
Interest expense declined $785,000 as the Company continued to repay long-
term bank debt. The Company's share of operating loss from its Ponderay
newsprint mill joint venture was $400,000 in the first quarter versus income of
$1.2 million in 1996. Lower newsprint prices held Ponderay's results below last
year. Also included in non-operating income is the $6.6 million gain on the
sale of the four California community newspapers.
The Company's effective tax rate was 41.8% in 1997 versus 44.0% in 1996.
The decline in the effective tax rate is primarily due to an adjustment to the
tax basis of certain intangibles related to the sale of the four community
newspapers and lower non-deductible amortization. See note 3.
<PAGE> 17
Liquidity & Capital Resources
Operations generated $33.7 million of cash, a 74.6% increase over the 1996
first quarter. Cash was used to repay debt, pay for capital expenditures and
pay dividends. Capital expenditures are projected to be between $25.0 million
and $30.0 million in 1997.
See notes 1 and 7 to the consolidated financial statements for a discussion
of the Company's commitments to its newsprint mill joint venture (Ponderay).
See note 2 for a discussion of the Company's long-term obligations. The
Company had $155.0 million of available credit at March 31, 1997. 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.
Forward Looking Information
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 statements going beyond
historical facts that McClatchy management has discussed, are subject to risks
and uncertainties that could cause actual results to differ. These include
increases in newsprint prices and/or printing and distribution costs over
anticipated levels, competition from other forms of media in the Company's
principal markets, increased consolidation among major retailers in the
Company's newspaper markets or other events depressing the level of advertising,
an economic downturn in the local economies of California's Central Valley,
Washington State, Alaska or the Carolinas, or other occurrences leading to
decreased circulation and diminished revenues from both display and classified
advertising.
<PAGE> 18
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 - 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
/s/ James P. Smith Date: May 13, 1997
James P. Smith
Vice President,
Finance and Treasurer
<PAGE> 19
<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> 3-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> MAR-31-1997
<CASH> 7,323
<SECURITIES> 0
<RECEIVABLES> 74,478
<ALLOWANCES> (2,264)
<INVENTORY> 7,670
<CURRENT-ASSETS> 103,760
<PP&E> 568,460
<DEPRECIATION> (231,031)
<TOTAL-ASSETS> 857,988
<CURRENT-LIABILITIES> 97,471
<BONDS> 0
<COMMON> 378
0
0
<OTHER-SE> 516,423
<TOTAL-LIABILITY-AND-EQUITY> 857,988
<SALES> 150,621
<TOTAL-REVENUES> 150,621
<CGS> 0
<TOTAL-COSTS> 127,831
<OTHER-EXPENSES> (6,297)
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<INTEREST-EXPENSE> 2,668
<INCOME-PRETAX> 26,419
<INCOME-TAX> 11,062
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