-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, GW1t1eDKvxlM8ZSQ4WN6Lc9OpyZQzLykATM359H+UhD1YCQpvfp5rlu2sF8/NtnU 1MRnbpNVLrBIoJhtLTsINg== 0001056087-02-000005.txt : 20020514 0001056087-02-000005.hdr.sgml : 20020514 ACCESSION NUMBER: 0001056087-02-000005 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20020331 FILED AS OF DATE: 20020514 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MCCLATCHY CO CENTRAL INDEX KEY: 0001056087 STANDARD INDUSTRIAL CLASSIFICATION: NEWSPAPERS: PUBLISHING OR PUBLISHING & PRINTING [2711] IRS NUMBER: 94066175 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 333-46501 FILM NUMBER: 02646248 BUSINESS ADDRESS: STREET 1: LEGAL DEPARTMENT STREET 2: 2100 Q STREET CITY: SACRAMENTO STATE: CA ZIP: 95852 BUSINESS PHONE: 9163211846 MAIL ADDRESS: STREET 1: LEGAL DEPARTMENT STREET 2: 2100 Q STREET CITY: SACRAMENTO STATE: CA ZIP: 95816-6899 FORMER COMPANY: FORMER CONFORMED NAME: MNI NEWCO INC DATE OF NAME CHANGE: 19980218 10-Q 1 mni1qtr0210q.htm THE MCCLATCHY COMPANY FIRST QUARTER 2002 _UNITED STATES

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 10-Q

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

Securities Exchange Act of 1934

For the quarterly period ended March 31, 2002

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 14, 2002:

Class A Common Stock

19,172,808

Class B Common Stock

26,590,147

 

 

 

 

THE McCLATCHY COMPANY


INDEX TO FORM 10-Q


Part 1 - FINANCIAL INFORMATION

Page

   

     Item 1 - Financial Statements:

 
   

         Consolidated Balance Sheet - March 31, 2002 and December 30, 2001 (unaudited)

1

   

         Consolidated Statement of Income for the Three Months Ended March 31, 2002

             and April 1, 2001 (unaudited)

3

   

         Consolidated Statement of Cash Flows for the Three Months Ended

              March 31, 2002 and April 1, 2001 (unaudited)

4

   

         Consolidated Statement of Stockholders' Equity For the Period from

              December 30, 2001 to March 31, 2002 (unaudited)

5

   

         Notes to Consolidated Financial Statements (unaudited)

6

 

     Item 2 - Management's Discussion and Analysis of Results of

              Operations and Financial Condition

10

   

     Item 3 - Quantitative and Qualitative Disclosures About Market Risk

14

   

Part II - OTHER INFORMATION

15

PART 1 - FINANCIAL INFORMATION


Item 1 - Financial Statements

 

THE McCLATCHY COMPANY

CONSOLIDATED BALANCE SHEET (UNAUDITED)

(In thousands)

March 31,

December 30,

2002

2001

ASSETS

CURRENT ASSETS:

Cash and cash equivalents

$          3,523 

$ 18,883 

Trade receivables (less allowance of $4,885

in 2002 and $5,228 in 2001)

167,191 

187,273 

Other receivables

1,272 

3,444 

Newsprint, ink and other inventories

14,634 

14,127 

Deferred income taxes

18,285 

18,100 

Other current assets

9,781 

6,540 

214,686 

248,367 

PROPERTY, PLANT and EQUIPMENT

Buildings and improvements

223,072 

222,429 

  Equipment

 507,213 

503,149 

730,285 

725,578 

 

Less accumulated depreciation

(396,564)

(383,070)

333,721 

342,508 

Land

52,887 

52,817 

Construction in progress

17,808 

16,682 

404,416 

 

412,007 

INTANGIBLE ASSETS:

  Identifiable intangibles - net

118,457

123,684

  Goodwill - net

1,217,875

1,217,875

1,336,332 

 

1,341,559 

OTHER ASSETS

102,017 

102,227 

TOTAL ASSETS

$    2,057,451 

$ 2,104,160 

See notes to consolidated financial statements


THE McCLATCHY COMPANY

CONSOLIDATED BALANCE SHEET (UNAUDITED)

(In thousands)

March 31,

December 30,

2002

2001

LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:

Current portion of bank debt

$      64,929 

$ 43,286 

Accounts payable

107,901 

129,887 

Accrued compensation

53,274 

62,532 

Income taxes

13,372 

10,558 

Unearned revenue

41,498 

37,237 

Carrier deposits

2,965 

2,963 

Other accrued liabilities

19,710 

21,240 

303,649 

307,703 

LONG-TERM BANK DEBT

530,071 

594,714 

OTHER LONG-TERM OBLIGATIONS

90,985 

92,985 

DEFERRED INCOME TAXES

110,129 

110,593 

COMMITMENTS and CONTINGENCIES

STOCKHOLDERS' EQUITY

Common stock $.01 par value:

Class A - authorized 100,000,000 shares,

issued 19,063,469 in 2002 and 18,944,566 in 2001

191 

189 

Class B - authorized 160,000,000 shares,

issued 26,623,147 in 2002 and 26,648,647 in 2001

266 

267 

Additional paid-in capital

299,823 

296,220 

Retained earnings

731,929 

713,201 

Accumulated other comprehensive loss

(9,592)

(11,712)

1,022,617 

998,165 

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY

$   2,057,451 

$ 2,104,160 

See notes to consolidated financial statements

 

 

THE McCLATCHY COMPANY

CONSOLIDATED STATEMENT OF INCOME (UNAUDITED)

(In thousands, except per share amounts)

Three Months Ended

March 31,

April 1,

2002

2001

REVENUES - NET

Newspapers:

Advertising

$    202,165 

$   211,228 

Circulation

41,148 

42,545 

Other

6,020 

6,783 

 249,333 

260,556 

Non-Newspapers

 3,234 

3,142 

 252,567 

263,698 

OPERATING EXPENSES

Compensation

108,324 

108,822 

Newsprint and supplements

32,501 

42,276 

Depreciation and amortization

18,728 

27,231 

Other operating expenses

45,430 

51,078 

204,983 

229,407 

OPERATING INCOME

47,584 

34,291 

NON-OPERATING (EXPENSES) INCOME

Interest expense

(7,777)

(13,514)

Partnership loss

(440)

-

Other - net

(861)

276 

INCOME BEFORE INCOME TAX PROVISION

38,506 

21,053 

INCOME TAX PROVISION

15,210 

10,526 

NET INCOME

$      23,296 

$     10,527 

NET INCOME PER COMMON SHARE:

Basic

$          0.51 

$         0.23 

Diluted

$          0.51 

$         0.23 

WEIGHTED AVERAGE NUMBER OF COMMON SHARES:

Basic

45,650 

45,315 

Diluted

46,006 

45,475 

See notes to consolidated financial statements

 

THE McCLATCHY COMPANY

CONSOLIDATED STATEMENT OF CASH FLOWS (UNAUDITED)

(In thousands)

Three Months Ended

March 31,

April 1,

2002

2001

CASH FLOWS FROM OPERATING ACTIVITIES:

Net income

$    23,296 

$ 10,527

Reconciliation to net cash provided:

Depreciation and amortization

19,155 

27,851

Changes in certain assets and liabilities - net

(6,217)

3,692

Other

(636)

(1,272)

Net cash provided by operating activities

35,598 

40,798

CASH FLOW FROM INVESTING ACTIVITIES:

Purchases of property, plant and equipment

(6,216)

(7,310)

Other - net

 (107)

(1,048)

Net cash used by investing activities

(6,323)

(8,358)

CASH FLOW FROM FINANCIAL ACTIVITIES:

Repayment of long-term debt

(43,000)

(29,000)

Payment of cash dividends

(4,568)

(4,535)

Other - principally stock issuances in employee plans

2,933 

3,154

Net cash used by financing activities

(44,635)

(30,381)

NET CHANGE IN CASH and CASH EQUIVALENTS

(15,360)

2,059

CASH and CASH EQUIVALENTS, BEGINNING OF   PERIOD

18,883 

10,654

CASH and CASH EQUIVALENTS, END OF PERIOD

$      3,523 

$     12,713

OTHER CASH FLOW INFORMATION

Cash paid during the period for:

Income taxes (net of refunds)

$    13,786 

$ 9,166

Interest (net of capitalized interest)

$      7,929 

$ 18,075

See notes to consolidated financial statements

 

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

 

                 

Accumulated

   
                 

Other

   
 

Par Value

 

Additional

     

Comprehensive

   
 

Class A

 

Class B

 

Paid-In

Capital

 

Retained

Earnings

 

Earnings/

(Losses)

 

Total

                       

BALANCES, DECEMBER 30, 2001

$     189

 

$    267

 

$ 296,220

 

$713,201

 

$      (11,712)

 

$   998,165

                       

   Net Income (three months)

           

23,296

     

23,296

                       

   Change in fair value of SWAPS

               

2,120

 

2,120

                       

   Total comprehensive income

                   

25,416

                       

   Dividends paid ($.10) share

           

(4,568)

     

(4,568)

                       

   Conversion of 25,500 Class B shares

1

 

(1)

             

-

      to Class A

                     
                       

   Issuance of 93,403 Class A shares

1

     

2,932

         

2,933

       under stock plans

                   
                       

   Tax benefit from stock plans

       

671

         

671

                       

BALANCES, MARCH 31, 2002

$     191

 

$    266

 

$ 299,823

 

$731,929

 

$      (9,592)

 

$ 1,022,617

                       

See notes to consolidated financial statements.

 

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.

IMPLEMENTATION OF NEW ACCOUNTING STANDARDS

For fiscal year beginning December 31, 2001, The Company adopted Statement of Financial Accounting Standards (SFAS) No. 142, "Goodwill and Other Intangible Assets" which addresses the financial accounting and reporting standards for the acquisition of intangible assets outside of a business combination and for goodwill and other intangible assets subsequent to their acquisition. This accounting standard requires that goodwill be separately disclosed from other intangible assets in the statement of financial position, and no longer be amortized but, rather is tested for impairment on a periodic basis. The provisions of this accounting standard also require the completion of a transitional impairment test within six months of adoption, with any impairments identified treated as a cumulative effect of a change in accounting principle. The Company does not anticipate the effect of the impairment test will have a material impact on the consolidated financial statements.

 

In accordance with SFAS No. 142, The Company discontinued the amortization of goodwill effective in its fiscal year beginning December 31, 2001. A reconciliation of previously reported net income and earnings per share to the amounts adjusted for the exclusion of goodwill amortization net of related income tax follows:

 

(in thousands)

 

Three Months Ended

 

March 31, 2002

 

April 1, 2001

 

(as Reported)

 

(Pro Forma)

       

Income before income tax provision

$38,506

 

$21,053

Add: goodwill amortization

-

 

8,650

Adjusted income before tax provision

38,506

 

29,703

       

Income tax provision

15,210

 

12,097

       

Adjusted net income

23,296

 

17,606

       

Adjusted basic and diluted earnings per share

$0.51

 

$0.39

As required by the Statement, intangible assets that do not meet the criteria for recognition apart from goodwill must be reclassified to goodwill. As a result of The McClatchy Company's analysis, no reclassifications to goodwill were required as of March 31, 2002.

Information regarding the Company's identifiable intangible assets is as follows:

 

(in thousands)

As of March 31, 2002

 

Average

Useful Life

Carrying

Amount

 

Accumulated

Amortization

 

Net

             

Advertiser and subscriber lists

16 years

$249,990

 

$147,834

 

$102,156

Other

13 years

36,411

 

20,110

 

16,301

             

Identifiable intangible assets

 

$286,401

 

$167,944

 

$118,457

 

(in thousands)

As of December 30, 2001

 

Average

Useful Life

Carrying

Amount

 

Accumulated

Amortization

 

Net

             

Advertiser and subscriber lists

16 years

$249,990

 

$143,043

 

$106,947

Other

13 years

36,314

 

19,577

 

16,737

             

Identifiable intangible assets

 

$286,304

 

$162,620

 

$123,684

Amortization expense for intangible assets during the first quarter of 2002 was $4.9 million. Estimated amortization expense for the remainder of 2002 and the five succeeding fiscal years follows:

Estimated

Amortization

Expense

(in thousands)

   

2002 (remainder)

$   14,731

2003

     19,625

2004

     17,943

2005

     17,556

2006

       7,230

2007

       3,393

The Company also adopted SFAS No. 144, "Accounting for the Impairment or Disposal of Long-Lived Assets" in its fiscal year beginning December 31, 2001. The Company's adoption of SFAS No. 144 had no effect on the consolidated financial statements, or results of operations.

NOTE 3.

LONG-TERM BANK DEBT AND DERIVATIVE INSTRUMENTS

The Company's Credit Agreement includes term loans consisting of Tranche A of $404 million, bearing interest at the London Interbank Offered Rate (LIBOR) plus 62.5 basis points, payable in increasing quarterly installments through March 21, 2005, and Tranche B of $181 million, bearing interest at LIBOR plus 150 basis points and payable in semi-annual installments through September 19, 2007. A revolving credit line of up to $200 million bears interest at LIBOR plus 62.5 basis points and is payable by March 19, 2005. Interest rates applicable to debt drawn down at March 31, 2002, ranged from 2.6% to 3.9%.

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 debt is unsecured and is pre-payable without penalty.

The Company had outstanding letters of credit totaling $8.3 million securing estimated obligations stemming from workers' compensation claims and other contingent claims. The Company had $181.7 million of available credit under its current credit agreement at March 31, 2002.

 

Long-term debt consisted of (in thousands):

March 31

December 30,

2002

2001

Credit Agreement:

Term loans

$       585,000

$         585,000

Revolving credit line

10,000

53,000

Total indebtedness

595,000

638,000

Less current portion

64,929

43,286

Long-term indebtedness

$       530,071

$         594,714

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 utilizes interest rate protection agreements to help maintain the overall interest rate risk parameters set by management. None of these agreements were entered into for trading purposes. The Company has three interest rate swap agreements 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 million of its variable rate bank debt through June 2002, and $100 million through June 2003. 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.

Two additional interest rate swap agreements were entered into in the fourth quarter of 2001 to replace the $200 million swap agreement which expires in 2002. The first is an agreement for $100 million at a fixed interest rate of 3.4%, beginning in June 2002 and expiring in June 2003. The second is an agreement for $100 million at a fixed interest rate of 3.8% beginning in June 2002 and expiring in June 2004.

The five swap instruments provide for payments of interest at the fixed rates and receipt of interest at variable rates which are reset to three-month LIBOR rates quarterly. Net payments or receipts under the agreements are recorded as adjustments to interest expense. The swaps were entered into to match the significant terms of the underlying debt to provide highly effective hedges. The effect of these hedges is to have fixed rate swap agreements through June 2003 hedging $300 million of debt and to have fixed rate swap agreements from June 2003 through June 2004 hedging $100 million of debt.

No gain or loss has been recorded in net income as a result of ineffectiveness of these hedges. A gain, net of taxes, of $2,120,000 was recorded in the first quarter of 2002 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

OVERVIEW

The Company owns and publishes 24 newspapers in four regions of the country - Minnesota, California, the Carolinas and the Northwest (Alaska and Washington). The newspapers range from large dailies serving metropolitan areas to non-daily newspapers serving small communities.

While newspaper publishing remains the Company's core business, it is supplemented by a growing array of niche products and direct marketing initiatives, including direct mail. The Company also operates leading local websites and regional online portals in each of its 11 daily newspaper markets offering readers information, comprehensive news, advertising, e-commerce and other services.

RECENT EVENTS AND TRENDS

The Company's net revenues in the first quarter of 2002 were $252.6 million, down 4.2% from the first quarter of 2001, due primarily to a significant decline in employment classified advertising.

Newsprint is the major component of the Company's cost of raw materials and represented 15.2% of the Company's overall operating expenses in the first quarter of 2002. Consequently, the Company's earnings are sensitive to changes in newsprint prices. A hypothetical $10 per ton change in newsprint prices affects earnings per share by $.03 cents. Newsprint prices have declined steadily from a peak in April 2001 through April 2002. An increase in newsprint prices is largely dependent on a global increase in economic activity, which many economists have forecasted for the last six months of 2002.

See discussion below for the impact of revenue and newsprint price trends on the Company's results of operations.

For fiscal year beginning December 31, 2001, The McClatchy Company adopted Statement of Financial Accounting Standards (SFAS) No. 142, "Goodwill and Other Intangible Assets" which addresses the financial accounting and reporting standards for the acquisition of intangible assets outside of a business combination and for goodwill and other intangible assets subsequent to their acquisition. This accounting standard requires that goodwill be separately disclosed from other intangible assets in the statement of financial position, and no longer be amortized but, rather is tested for impairment on a periodic basis. The provisions of this accounting standard also require the completion of a transitional impairment test within six months of adoption, with any impairments identified treated as a cumulative effect of a change in accounting principle. The Company does not anticipate the effect of the impairment test will have a material impact on the consolidated financial statements.

First Quarter 2002 Compared to 2001

The Company reported net income of $23.3 million or $.51 cents per share, for the first quarter 2002 compared to the 2001 quarterly earnings of $10.5 million, or 23 cents per share. The first quarter 2001 earnings would have been 39 cents per share with the application of SFAS No. 142. See the discussion under operating expenses and income tax provision below and footnote 2 to the consolidated financial statements for a discussion of the impact of SFAS No. 142 on the Company's first quarter results and financial position.

REVENUES

Revenues in the 2002 quarter were $252.6 million, down 4.2% from 2001, with advertising revenues down 4.3% to $202.2 million and circulation revenues down 3.3% to $41.1 million. An 8.9% decline in national advertising, an 8.3% decline in classified advertising, and a 1.9% decline in retail advertising contributed to the total decline in advertising revenue. Within classified advertising, employment declined by 30.7% being partially offset by a 22.3% gain in classified real estate and a 5.2% increase in classified automotive. Circulation revenue declined $1.4 million largely due to the continued effect of a reclassification of circulation bad debt to a contra-revenue item beginning July 2001, and to a lesser extent, subscription discounts and increased carrier compensation.

OPERATING REVENUES BY REGION (in thousands):

2002

2001

% Change

Minnesota newspaper

$      83,290

$        92,512

(10.0)% 

California newspapers

86,189

85,964

0.3 %

Carolinas newspapers

42,555

43,987

(3.3)% 

Northwest newspapers

37,299

38,093

(2.1)% 

Non-newspaper operations

3,234

3,142

2.9 %   

$    252,567

$      263,698

(4.2)% 

Minnesota - The Star Tribune generated 33.0% of the Company's first quarter revenues. Total revenues declined by 10.0%. Advertising revenues declined 11.0%, primarily due to an 18.8% decrease in classified advertising and an 11.6% decline in national advertising. Within the classified category, employment advertising declined 42.2%. These declines were partially offset by a 24.7% and a 7.8% gain in real estate and automotive advertising, respectively.

California - California contributed 34.1% of the Company's first quarter revenues. Total revenues at the three Bee newspapers were up 0.3%. Advertising revenues increased 1.1% with retail up 0.5%, classified up 0.4% and national down 8.8%. Within classified advertising, real estate rose 35.5% and automotive was up 4.2%. These gains were partially offset by a 15.2% decline in employment advertising. Direct marketing and direct mail advertising increased 29.1%, contributing to California newspapers' advertising revenue growth.

Carolinas - The Carolinas, which includes four daily and ten community newspapers, generated 16.9% of first quarter revenues. Total revenues declined 3.3% with advertising revenues down 3.8%. The decline in advertising revenues was attributable to an 11.5% decline in classified advertising, which was partially offset by gains in retail and national advertising. Within classified advertising, employment was down 35.0%, real estate was up 14.0% and automotive was down 0.7%.

The Northwest - The Northwest newspapers generated 14.8% of the Company's first quarter revenues, with total revenues down 2.1%. Advertising revenues decreased 0.8%. The Northwest newspapers recorded a 16.4% decline in national advertising and a 4.4% decline in retail advertising. These declines were offset by a 1.5% gain in classified advertising. Within classified advertising, automotive and real estate grew by 11.4% and 5.8% respectively. These gains were partially offset by a 16.7% decrease in classified employment advertising. Other advertising, which includes direct marketing, direct mail and online advertising, increased 34.8%, contributing to the Northwest newspapers' advertising revenue growth.

Non-Newspaper Operations - Revenues were up $92,000 primarily attributable to growth in sales at The Newspaper Network, the Company's national sales and marketing company.

OPERATING EXPENSES:

Total operating expenses decreased 10.6% for the first quarter 2002 helped by lower newsprint prices. Newsprint expense declined by 24.5%; newsprint prices were down 17.2% and consumption was down 8.9%. The Company continued to benefit from web width reductions that occurred in the first and second quarters of 2001 for nine of its 11 daily newspapers. Ongoing cost control measures helped to contribute to a 4.0% decline in non-newsprint related cash expenses. Compensation costs were down 0.5% and all other cash expenses declined 11.0%. Depreciation and amortization decreased $8.5 million due almost exclusively to SFAS No. 142 eliminating the amortization of goodwill.

NON OPERATING (EXPENSES) INCOME -NET:

Interest expense was $7.8 million for the first quarter 2002. This is a 42.5% decrease from the first quarter 2001 as the Company continued to benefit from lower interest rates and debt repayment from free cash flow. The Company also recorded $440,000 as its share of the Ponderay Newsprint Mill's loss compared to no income or loss in the first quarter 2001 and recorded a $1 million writedown of an Internet investment in non-operating expenses.

 

INCOME TAXES:

The Company's effective income tax rate is 39.5% versus 50.0% in 2001, as a result of its adoption of SFAS No. 142. See note 2 to the consolidated financial statements.

Liquidity & Capital Resources

Operations generated $35.6 million in cash and cash equivalents during first quarter of 2002. Cash and cash and equivalents were primarily used to repay debt, pay for capital expenditures and pay dividends. Capital expenditures were $6.2 million in the first quarter 2002 and are projected to be between $30 million and $35 million at existing facilities for the fiscal year 2002.

See footnote 3 to the consolidated financial statements and Item 3 below for a description of the Company's $595.0 million of bank debt and derivative instruments. The Company has outstanding letters of credit totaling $8.3 million securing estimated obligations stemming from workers' compensation claims, and other contingent claims. The Company had $181.7 million of available credit under its Credit Agreement at March 31, 2002.

Management is of the opinion that operating cash flow and its present and future credit lines are adequate to meet the liquidity needs of the Company, including currently planned capital expenditures, working capital needs, debt service requirements, investments, and other liabilities arising in the ordinary course of business. Although the Company has no present plan in place for early repayment of its debt, the Company intends to continue to accelerate payments on this debt as cash generation allows.

RISK FACTORS THAT COULD AFFECT OPERATING RESULTS

Forward Looking Information - We have made "forward-looking statements" in this document that are based upon our current expectations and knowledge of factors impacting our business, and are subject to risks, trends and uncertainties. Forward-looking statements are generally preceded by, followed by or are a part of sentences that include the words "believes," "expects," "anticipates," "estimates," or similar expressions. For those statements, we claim the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995. You should understand that the following important factors, in addition to those discussed elsewhere in this document and in the documents which we incorporate by reference, could affect the future results of McClatchy, and could cause those future results to differ materially from those expressed in our forward-looking statements: general economic, market or business conditions, especially in any of the marke ts where we operate newspapers; changes in newsprint prices and/or printing and distribution costs from anticipated levels; changes in interest rates; increased 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; changes in our ability to negotiate and obtain favorable terms under collective bargaining arrangements with our 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 our control.

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.

The Company utilizes interest rate protection agreements to help maintain the overall interest rate risk parameters set by management with respect to the Company's long-term debt. The Company has three interest rate swap agreements designated as cash flow hedges specifically designed to hedge the variability in the expected cash flows that are attributable to interest rate fluctuations on $200 million of its variable rate bank debt through June 2002, and $100 million through June 2003. The effect of these agreements is to fix the London Interbank Offered Rate (LIBOR) interest rate exposure at approximately 5.9% on that portion of the Company's term loans.

Two additional interest rate swap agreements were entered into in the fourth quarter of fiscal 2001 to replace the $200 million swap agreement expiring in fiscal 2002. The first is an agreement for $100 million at a fixed interest rate of 3.4%, beginning in June 2002 and expiring in June 2003. The second is an agreement for $100 million at a fixed interest rate of 3.8% beginning in June 2002 and expiring in June 2004.

The swaps were entered into to match the significant terms of the underlying debt to provide effect hedges. The effect of these hedges is to have fixed rate swap agreements through June 2003 hedging $300 million of debt and to have fixed rate swap agreements from June 2003 through June 2004 hedging $100 million of debt. See note 3 to the consolidated financial statements.

A hypothetical ten percent change in interest rates would have a $0.02 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 14, 2002

/s/ Patrick J. Talamantes                         

Patrick J. Talamantes

Vice President, Finance and Chief Financial Officer

 

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