10-Q 1 testhtml.htm THE MCCLATCHY COMPANY'S FIRST QUARTER 2001 10-Q _UNITED STATES

 

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 April 1, 2001

OR

[ ]

Transition Report Pursuant to Section 13 or 15(d) of the

 

Securities Exchange Act of 1934

Commission File Number: 1-9824

The McClatchy Company
(Exact name of registrant as specified in its charter)

Delaware

(State of Incorporation)

52-2080478

(IRS Employer Identification No.)

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 11, 2001:

Class A Common Stock

18,284,759

Class B Common Stock

27,159,955

THE McCLATCHY COMPANY


INDEX TO FORM 10-Q


Part 1 - FINANCIAL INFORMATION

Page

   

     Item 1 - Financial Statements:

 
   

         Consolidated Balance Sheet - April 1, 2001 and

              December 31, 2000 (unaudited)

3

   

         Consolidated Statement of Income for the

             Three Months Ended April 1, 2001 and

              March 26, 2000 (unaudited)

 

5

   

         Consolidated Statement of Cash Flows for the

            Three Months Ended April 1, 2001 and

            March 26, 2000 (unaudited)

 

6

   

         Consolidated Statement of Stockholders'/ Equity

             For the Period from December 31, 2000 to April 1, 2001 (unaudited)

 

7

   

         Notes to Consolidated Financial Statements (unaudited)

8

 

      Item 2 - Management's Discussion and Analysis of

                      Results of Operations and Financial Condition

9

   

      Item 3 - Quantitative and Qualitative Disclosures About Market Risk

13

   
   

Part II - OTHER INFORMATION

13

   

PART 1 - FINANCIAL INFORMATION


Item 1 - Financial Statements

THE McCLATCHY COMPANY
CONSOLIDATED BALANCE SHEET (UNAUDITED)
(In thousands)

April 1,

December 31,

2001

2000

ASSETS

CURRENT ASSETS

Cash

$     12,713

$       10,654

Trade receivables (less allowances of
$3,963 in 2001 and $4,219 in 2000)

167,221

184,314

Other receivables

1,650

2,252

Newsprint, ink and other inventories

18,155

16,355

Deferred income taxes

15,899

15,815

Other current assets

7,606

6,148

223,244

235,538

PROPERTY, PLANT AND EQUIPMENT

Buildings and improvements

212,818

211,864

Equipment

499,384

493,392

712,202

705,256

Less accumulated depreciation

(364,397)

(351,135)

347,805

354,121

Land

52,545

52,400

Construction in progress

24,835

25,165

425,185

431,686

INTANGIBLES - NET

1,381,330

1,395,265

OTHER ASSETS

105,820

103,169

TOTAL ASSETS

$   2,135,579

$   2,165,658


See notes to consolidated financial statements.

THE McCLATCHY COMPANY
CONSOLIDATED BALANCE SHEET (UNAUDITED)
(In thousands, except share amounts)

April 1,

December 31,

LIABILITIES AND STOCKHOLDERS' EQUITY

2001

2000

CURRENT LIABILITIES

Current portion of bank debt

$ 18,889

$ 898

Accounts payable

102,751

100,313

Accrued compensation

49,005

58,327

Income taxes

8,199

6,183

Unearned revenue

37,888

35,201

Carrier deposits

3,138

2,961

Other accrued liabilities

16,945

23,452

236,815

227,335

LONG-TERM BANK DEBT

731,111

778,102

OTHER LONG-TERM OBLIGATIONS

78,078

73,571

DEFERRED INCOME TAXES

124,308

127,799

COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' EQUITY

  Common stock $.01 par value:

      Class A - authorized

          100,000,000 shares, issued

          18,186,566 in 2001 and 18,044,571 in 2000

182

180

      Class B - authorized

           160,000,000 shares, issued

           27,179,955 in 2001 and 27,199,955 in 2000

272

272

      Additional paid-in capital

288,809

284,998

      Retained earnings

679,393

673,401

      Accumulated other comprehensive income

(3,389)

-

965,267

958,851

See notes to consolidated financial statements

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY

$ 2,135,579

$ 2,165,658

 

THE McCLATCHY COMPANY
CONSOLIDATED STATEMENT OF INCOME (UNAUDITED)
(In thousands, except per share amounts)

Three Months Ended

April 1,
2001

March 26,
2000

REVENUES - NET

Newspapers:

Advertising

$ 211,228

$ 213,314

Circulation

42,545

43,892

Other

6,783

6,589

260,556

263,795

Non-newspapers

3,142

2,790

263,698

266,585

OPERATING EXPENSES

Compensation

108,822

106,680

Newsprint and supplements

42,276

37,334

Depreciation and amortization

27,231

26,753

Other operating expenses

51,078

48,815

229,407 

219,582

OPERATING INCOME

34,291

47,003

NON-OPERATING (EXPENSES) INCOME

Interest expense

(13,514)

(16,658)

Partnership (loss) income

-

(475)

Other - net

276

675

INCOME BEFORE INCOME TAX PROVISION

21,053

30,545

INCOME TAX PROVISION

10,526 

14,745

NET INCOME

$       10,527

$ 15,800

NET INCOME PER COMMON SHARE:

Basic

$           0.23

$           0.35

Diluted

$           0.23

$           0.35

WEIGHTED AVERAGE

NUMBER OF COMMON SHARES:

Basic

45,315

45,005

Diluted

45,475

45,194

See notes to consolidated financial statements

 

THE McCLATCHY COMPANY

CONSOLIDATED STATEMENT OF CASH FLOWS (UNAUDITED)

(In thousands)

Three Months Ended

April 1,
2001

March 26,
2000

CASH FLOWS FROM OPERATING ACTIVITIES:

Net income

$          10,527

$ 15,800

Reconciliation to net cash provided:

Depreciation and amortization

27,851

27,619

Changes in certain assets and liabilities - net

3,692

(294)

Other

(1,272)

(752)

Net cash provided by operating activities

40,798

42,373

CASH FLOW FROM INVESTING ACTIVITIES:

Purchases of property, plant and equipment

(7,310)

(6,547)

Other - net

(1,048)

(2,020)

Net cash used by investing activities

(8,358)

(8,567)

CASH FLOW FROM FINANCING ACTIVITIES:

Repayment of long-term debt

(29,000)

(29,000)

Payment of cash dividends

(4,535)

(4,503)

Other - principally stock issuances in employee plans

3,154

1,604

Net cash used by financing activities

(30,381)

(31,899)

NET CHANGE IN CASH AND CASH EQUIVALENTS

2,059

1,907

CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD

10,654

1,241

CASH AND CASH EQUIVALENTS, END OF PERIOD

$           12,713

$ 3,148

OTHER CASH FLOW INFORMATION

Cash paid during the period for:

Income taxes (net of refunds)

$             9,166

$             14,722

Interest (net of capitalized interest)

$            18,075

$             16,400

See notes to consolidated financial statements

THE McCLATCHY COMPANY
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY (UNAUDITED)
(In thousands, except share and per share amounts)

 

                 

Accumulated

   
         

Additional

     

Other

   
 

Par Value

 

Paid-In

 

Retained

 

Comprehensive

   
 

Class A

 

Class B

 

Capital

 

Earnings

 

Earnings

 

Total

                       

BALANCES, DECEMBER 31, 2000

$         180

 

$      272

 

$ 284,998

 

$  673,401

     

$958,851

                       

   Net Income (three months)

           

10,527

     

10,527

                       

   Fair value of SWAPS Jan 1, 2001

               

(377)

   

   Change in fair value of SWAPS

               

(3,012)

   

   Other comprehensive income

               

(3,389)

 

(3,389)

   Total comprehensive income

                   

7,138

                       

   Dividends paid ($.10) share

           

(4,535)

     

(4,535)

                       

   Conversion of 20,000 Class B shares

                     

      To Class A

                     
                       

   Issuance of 121,995 Class A shares

                     

       Under stock plans

2

     

3,152

         

3,154

                       

   Tax benefit from stock plans

       

659

         

659

                       
 

$        182

 

$      272

 

$  288,809

 

$  679,393

 

$           (3,389)

 

$965,267

 

THE McCLATCHY COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

NOTE 1. BASIS OF PRESENTATION

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

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

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

NOTE 2. LONG-TERM BANK DEBT AND DERIVATIVE INSTRUMENTS

The Company's Credit Agreement includes term loans consisting of Tranche A of $442,000,000 bearing interest at the London Interbank Offered Rate (LIBOR) plus 62.5 basis points, payable in increasing quarterly installments through March 31, 2005, and Tranche B of $198,000,000 bearing interest at LIBOR plus 150 basis points and payable in semi-annual installments through September 30, 2007. A revolving credit line of up to $200,000,000 bears interest at LIBOR plus 62.5 basis points and is payable by March 19, 2005. Interest rates applicable to debt drawn down at April 1, 2001, ranged from 5.5% to 6.5%. The debt is unsecured and is pre-payable without penalty.

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

The Company is a party to three interest rate swap agreements, expiring in 2002 to 2003, with aggregate notional amounts totaling $300,000,000. The effect of these agreements is to fix the LIBOR interest rate exposure at approximately 5.9% on that portion of the Company's term loans.

The Company has outstanding letters of credit totaling $9,005,000 securing estimated obligations stemming from workers' compensation claims and other contingent claims.

Long-term debt consisted of (in thousands):

April 1,

December 31,

2001

2000

Credit Agreement:

Term loans

$ 640,000 

$         669,000 

Revolving credit line

110,000 

110,000 

Total indebtedness

750,000 

779,000 

Less current portion

(18,889)

(898)

Long-term indebtedness

$ 731,111 

$          778,102 

The Company does not have, nor does it intend to enter into derivative contracts for trading purposes. The Company has not attempted to hedge fluctuations in the normal purchases of goods and services used to conduct its business operations. Currently there is no intent to hedge or enter into contracts with embedded derivatives for the purchase of newsprint, ink and other inventories, leases of equipment and facilities, or its business insurance contracts.

The Company's three interest rate swap agreements are designated as cash flow hedges and are specifically designed to hedge the variability in the expected cash flows that are attributable to interest rate fluctuations on $200,000,000 of its variable rate bank debt through June 2002, and $100,000,000 through June 2003. The three swap instruments, as well as the related debt, are reset to three-month LIBOR rates quarterly. The swaps were entered into to match the significant terms of the underlying debt to provide highly effective hedges.

No gain or loss has been recorded in net income as a result of ineffectiveness of these hedges. A loss, net of taxes, of $3,389,000 is recorded in comprehensive income related to these hedges - see the Company's Consolidated Statement of Stockholders' Equity.

Item 2-

MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION


Recent Events and Trends

The Company's newsprint vendors increased the prices of newsprint in April, and again, in September 2000. In addition, a price increase was announced in January 2001. This price increase was effective in March 2001 and is still under negotiation. Higher newsprint prices have resulted in greater costs to the Company in the first quarter of 2001 and is expected to further impact earnings to the extent that price increases are not offset by advertising and circulation rate and/or volume increases.

In December 1999, the Securities and Exchange Commission ("SEC") issued Staff Accounting Bulletin No. 101, Revenue Recognition in Financial Statements ("SAB 101"). SAB 101 provides guidance on the recognition, presentation, and disclosure of revenue in financial statements filed with the SEC. This accounting bulletin, as amended in June 2000, is effective for the Company beginning the fourth quarter of the Company's fiscal year beginning December 27, 1999. The adoption of SAB 101 had no material impact on its financial statements.

During 1998, the FASB issued SFAS 133 (Accounting for Derivative Instruments and Hedging Activities), which requires that all derivatives be carried at fair value on the balance sheet. This statement became effective in the Company's fiscal year 2001. The adoption of this statement did not materially impact the Company's financial results. See note 2 to the consolidated financial statements.

First Quarter 2001 Compared to 2000

The Company reported net income of $10.5 million or 23 cents per share, down 33.5% from the 2000 quarterly earnings of $15.8 million, or 35 cents per share. Earnings were affected by weakening advertising, particularly in the employment category, and higher newsprint prices.

REVENUES

Revenues in the 2001 quarter were $263.7 million, down 1.1% from 2000; with advertising revenues down 1.0% to $211.2 million and circulation revenues down 3.1% to $42.5 million.

The decrease in advertising revenue is primarily attributable to a 12.6% decline in classified employment advertising. Advertising revenues would have increased by 2.5% if classified employment were excluded from advertising revenue in the first quarter of 2001 and 2000.

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

 

OPERATING REVENUES BY REGION:

(In thousands)

2001

2000

% Change

Minnesota newspaper

$            92,512

$        97,335

(5.0)

California newspapers

85,964

85,714

0.3

Carolinas newspapers

43,987

43,719

0.6 

Northwest newspapers

38,093

37,027

2.9 

Non-newspaper operations

3,142

2,790

12.6  

$         263,698

$         266,585

(1.1)

Minnesota - The Star Tribune generated 35.1% of first quarter revenues. Total revenues declined 5.0%. Advertising revenues declined by 5.4%, which was primarily attributable to a 19.4% decrease in employment advertising. Total classified advertising was down 11.9%, while national advertising declined 11.7%. These declines were somewhat offset by a 7.2% increase in retail advertising.

California - California contributed 32.6% of first quarter revenues. Total revenues increased 0.3%. Advertising revenues increased by 1.1% which was attributable to a 1.3% increase in retail and a 9.7% increase in national advertising revenue. These increases were partially offset by a 2.7% decline in classified advertising revenue, mostly related to a 7.2% decline in employment revenues.

Carolinas - The Carolinas revenues totaled 16.7% of Company revenues and was up 0.6%. Advertising revenues declined by 0.2% which was attributable to a 6.6% decrease in classified advertising. The decrease in classified revenue was offset by increases of 3.1% and 2.9% in retail and national advertising, respectively. The decrease in classified advertising is primarily attributable to a 16.9% decline in employment revenues.

The Northwest - The Northwest newspapers generated 14.4% of first quarter revenues, with total revenues up 2.9%. Advertising revenues increased by 5.3%, which was attributable to a 4.7% increase in retail, a 7.7% increase in national and a 3.0% increase in classified advertising revenue. Circulation revenues declined 4.5% due to lower volumes and circulation promotion activity, primarily at The News Tribune in Tacoma, Washington.

Non-Newspaper Operations - Revenues were up $352,000 primarily attributable to growth in sales at The Newspaper Network, the Company's national sales and marketing company, and Nando Media, the Company's national online publishing operation.

 

Operating Expenses:

Total operating expenses were up 4.5%, largely due to higher newsprint prices. Newsprint expense increased by 15.0% with prices up 16.0% while consumption was down 1.2% for the quarter. All other operating expenses increased by 2.6%, with a 2.0% increase in compensation, and a 3.5% increase in other operating expenses. The increase in other operating expenses reflects, among other things, higher energy costs and higher bad debt expense.

Non Operating Expenses - Income -Net:

Interest expense was $13.5 million for the first quarter 2001. This is an 18.9% decrease from the first quarter 2000. Lower debt balances and falling interest rates contributed to the decline.

Income Taxes:

The Company's effective income tax rate is 50.0% versus 48.3% in 2000. The higher rate in 2001 primarily reflects lower income before tax relative to a set amount of non-deductible expenses this year.

Liquidity & Capital Resources

Operations generated $40.8 million in cash during first quarter of 2001. Cash was used primarily to repay debt, pay for capital expenditures and pay dividends. Capital expenditures are projected to be approximately $40 million in 2001.

See footnote 2 to the consolidated financial statements for a description of the Company's $750 million of bank debt and derivative instruments. The Company has outstanding letters of credit totaling $9.0 million securing estimated obligations stemming from workers' compensation claims, and other contingent claims. The Company had $81.0 million of available credit under its Credit Agreement at April 1, 2001.

While the Company expects that most of its free cash flow generated from operations in 2001 and in the foreseeable future will be used to repay debt, management is of the opinion that operating cash flow and its present and future credit lines as described above are adequate to meet the liquidity needs of the Company, including currently planned capital expenditures and other investments.

Forward Looking Information

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

Item 3 -

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

In addition to normal business risks discussed above, the Company utilizes interest rate protection agreements to help maintain the overall interest rate parameters set by management. None of these agreements were entered into for trading purposes. (See note 2 to the consolidated financial statements.) As a result of this interest rate mix, a hypothetical 10 percent change in interest rates would have an approximate $.02 per share increase or decrease in the Company's annual results of operations. It would also impact the fair values of its market risk sensitive financial instruments, but would not materially affect the Company's financial position taken as a whole.

PART II - OTHER INFORMATION

Item 1.

Legal Proceedings - None

   

Item 2.

Changes in Securities - None

   

Item 3.

Default Upon Senior Securities - None

   

Item 4.

Submission of Matters to a Vote of Security Holders - None

   

Item 5.

Other Information - None

   

Item 6.

Exhibits and Reports on Form 8 - 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.

The McClatchy Company

Registrant

 

 

Date: May 11, 2001

/s/ Patrick J. Talamantes________

Patrick J. Talamantes

Vice President, Finance and Chief Financial Officer