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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 26, 2004

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

The McClatchy Company

(Exact name of registrant as specified in its charter)

Delaware

52-2080478

(State or other jurisdiction of incorporation or organization)

(I.R.S. Employer Identification No.)

 

2100 "Q" Street, Sacramento, CA

95816

(Address of principal executive offices)

(Zip Code)

916-321-1846

Registrant's telephone number, including area code

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: [ X ] Yes      [ ] No

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act).

[X]

Yes

[ ]

No

 

Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date: October 26, 2004:

Class A Common Stock

20,176,307

Class B Common Stock

26,264,147

THE McCLATCHY COMPANY

INDEX TO FORM 10-Q

 

Part I - FINANCIAL INFORMATION

Page

   
 

Item 1 - Financial Statements (unaudited):

 

 

Consolidated Balance Sheet - September 26, 2004 and December 28, 2003

1

 

Consolidated Statement of Income for the Three Months and Nine Months ended September 26, 2004 and September 28, 2003


3

 

Consolidated Statement of Cash Flows for the Nine Months ended
  September 26, 2004 and September 28, 2003


4

 

Consolidated Statements of Stockholders' Equity for the Period
  December 28, 2003 to September 26, 2004


5

 

Notes to Consolidated Financial Statements

6

 

Item 2 -

Management's Discussion and Analysis of Financial Condition and
Results of Operations


14

 

Item 3 -

Quantitative and Qualitative Disclosures About Market Risk

28

 

Item 4 -

Controls and Procedures

28

Part II - OTHER INFORMATION

 

 

Item 1 -

Legal Proceedings

29

 

Item 2 -

Unregistered Sales of Equity Securities and Use of Proceeds

29

 

Item 3 -

Defaults Upon Senior Securities

29

 

Item 4 -

Submission of Matters to a Vote of Security Holders

29

 

Item 5 -

Other Information

29

 

Item 6 -

Exhibits

29

Signatures

29

Index of Exhibits

30

PART I - FINANCIAL INFORMATION

Item 1 - FINANCIAL STATEMENTS

THE McCLATCHY COMPANY

CONSOLIDATED BALANCE SHEET (UNAUDITED)

(In thousands)

September 26,

December 28,

2004

2003

ASSETS

CURRENT ASSETS:

Cash and cash equivalents

$ 2,378

$ 3,384

Trade receivables (less allowance of

$2,724 in 2004 and $3,084 in 2003)

128,041

129,066

Other receivables

3,291

3,859

Newsprint, ink and other inventories

16,323

15,518

Deferred income taxes

19,317

18,366

Prepaid income taxes

-

10,355

Other current assets

9,412

7,910

178,762

188,458

PROPERTY, PLANT AND EQUIPMENT:

Building and improvements

235,404

230,502

Equipment

524,481

513,134

759,885

743,636

Less accumulated depreciation

(465,248)

(440,110)

294,637

303,526

Land

53,428

51,373

Construction in progress

23,873

15,429

371,938

370,328

INTANGIBLE ASSETS:

Identifiable intangibles - net

71,657

81,921

Goodwill - net

1,249,064

1,218,047

1,320,721

1,299,968

PREPAID PENSION AND OTHER ASSETS

56,785

16,544

TOTAL ASSETS

$ 1,928,206

$ 1,875,298

See notes to consolidated financial statements.

 

THE McCLATCHY COMPANY

CONSOLIDATED BALANCE SHEET (UNAUDITED)

(In thousands, except share amounts)

September 26,

December 28,

2004

2003

LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:

Current portion of debt

$ -

$ 142,077

Accounts payable

30,511

31,841

Accrued compensation

58,398

60,833

Income taxes

10,993

-

Unearned revenue

43,437

40,424

Carrier deposits

1,740

2,435

Other accrued liabilities

19,191

19,044

164,270

296,654

LONG-TERM DEBT

307,288

204,923

OTHER LONG-TERM OBLIGATIONS

45,631

58,702

DEFERRED INCOME TAXES

95,737

99,002

COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' EQUITY:

Common stock $.01 par value:

Class A - authorized 100,000,000 shares,

issued 20,158,680 in 2004 and 19,896,011 in 2003

202

199

Class B - authorized 60,000,000 shares,

issued 26,264,147 in 2004 and 26,384,147 in 2003

263

264

Additional paid-in capital

333,162

325,599

Retained earnings

1,046,939

956,003

Accumulated other comprehensive loss

(65,286)

(66,048)

1,315,280

1,216,017

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY

$ 1,928,206

$ 1,875,298

See notes to consolidated financial statements.

 

 

 

THE McCLATCHY COMPANY

CONSOLIDATED STATEMENT OF INCOME (UNAUDITED)

(In thousands, except per share amounts)

Three Months Ended

Nine Months Ended

September 26,

September 28,

September 26,

September 28,

2004

2003

2004

2003

REVENUES - NET

Advertising

$ 239,662

$ 225,350

$ 712,360

$ 665,311

Circulation

41,611

41,251

125,121

124,187

Other

5,399

5,499

17,744

16,853

286,672

272,100

855,225

806,351

OPERATING EXPENSES

Compensation

114,928

110,488

351,335

333,110

Newsprint and supplements

38,050

34,179

111,239

99,984

Depreciation and amortization

16,750

17,166

49,774

52,519

Other operating expenses

51,247

49,001

153,255

146,116

220,975

210,834

665,603

631,729

OPERATING INCOME

65,697

61,266

189,622

174,622

NON-OPERATING (EXPENSES) INCOME

Interest expense

(1,509)

(3,888)

(7,457)

(14,549)

Refinancing related charge

-

-

(3,737)

-

Partnership income

230

449

542

259

Other - net

(126)

85

(62)

(199)

(1,405)

(3,354)

(10,714)

(14,489)

INCOME FROM CONTINUING OPERATIONS

BEFORE INCOME TAX PROVISION

64,292

57,912

178,908

160,133

INCOME TAX PROVISION

25,220

22,130

70,812

61,587

INCOME FROM CONTINUING OPERATIONS

39,072

35,782

108,096

98,546

 

DISCONTINUED OPERATION

Income from discontinued operation

(including $10,241 gain on disposal in June 2003)

-

94

-

10,114

Income tax provision

-

38

-

4,064

Income from discontinued operation

-

56

-

6,050

NET INCOME

$ 39,072

$ 35,838

$ 108,096

$ 104,596

NET INCOME PER COMMON SHARE:

Basic:

Income from continuing operations

$ 0.84

$ 0.78

$ 2.33

$ 2.14

Income from discontinued operation

-  

-

-

0.13

Net income per share

$ 0.84

$ 0.78

$ 2.33

$ 2.27

Diluted:

Income from continuing operations

$ 0.83

$ 0.77

$ 2.31

$ 2.12

Income from discontinued operation

-

-

-

0.13

Net income per share

$ 0.83

$ 0.77

$ 2.31

$ 2.25

WEIGHTED AVERAGE NUMBER OF COMMON SHARES:

Basic

46,410

46,146

46,360

46,087

Diluted

46,841

46,466

46,798

46,394

See notes to consolidated financial statements.

THE McCLATCHY COMPANY

CONSOLIDATED STATEMENT OF CASH FLOWS (UNAUDITED)

(In thousands)

Nine Months Ended

September 26,

September 28,

2004

2003

CASH FLOWS FROM OPERATING ACTIVITIES:

Income from continuing operations

$ 108,096

$ 98,546

Reconciliation to net cash provided:

Depreciation and amortization

49,774

52,519

Deferred income taxes

(4,726)

2,803

Partnership income

(542)

(259)

Contribution to pension plans

(60,000)

(50,000)

Refinancing related charge

3,737

-

Changes in certain assets and liabilities - net

29,541

16,998

Other

1,581

4,041

Net cash provided by continuing operations

127,461

124,648

Income from discontinued operation

-

6,050

Reconciliation to net cash used:

Gain on sale of discontinued operation

-

(10,241)

Other - net

-

1,710

Net cash used by discontinued operation

-

(2,481)

Net cash provided by operating activities

127,461

122,167

CASH FLOWS FROM INVESTING ACTIVITIES:

Purchases of property, plant and equipment

(35,034)

(21,484)

Purchase of Merced Group

(40,984)

-

Proceeds from sale of discontinued operation

-

9,749

Other - net

278

48

Net cash used by investing activities

(75,740)

(11,687)

CASH FLOWS FROM FINANCING ACTIVITIES:

Net proceeds of commercial paper

307,288

-

Repayment of debt

(347,000)

(98,700)

Payment of financing costs

(2,045)

-

Payment of cash dividends

(17,160)

(15,214)

Other - principally stock issuances

6,190

6,390

Net cash used by financing activities

(52,727)

(107,524)

NET CHANGE IN CASH AND CASH EQUIVALENTS

(1,006)

2,956

CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR

3,384

5,357

CASH AND CASH EQUIVALENTS, END OF PERIOD

$ 2,378

$ 8,313

OTHER CASH FLOW INFORMATION:

Cash paid during the period for:

Income taxes (net of refunds)

$ 52,816

$ 52,453

Interest (net of capitalized interest)

$ 6,806

$ 12,563

See notes to consolidated financial statements.

 

 

THE McCLATCHY COMPANY

CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY (UNAUDITED)

(In thousands, except share and per share amounts)

Par Value

Additional

Paid-In

Capital

Retained
Earnings

Accumulated
Other
Comprehensive
Loss

Total

Class A

Class B

BALANCES, DECEMBER 28, 2003

$ 199

$ 264

$ 325,599

$ 956,003

$ (66,048)

$ 1,216,017

Net Income

108,096

108,096

Change in fair value of swaps

782

Other

(20)

Other comprehensive income

762

762

Total comprehensive income

108,858

Dividends paid ($.37 per share)

(17,160)

(17,160)

Conversion of 120,000 Class B shares

to Class A

1

(1)

-

Issuance of 142,669 Class A shares

under stock plans

2

6,189

6,191

Tax benefit from stock plans

 

 

1,374

 

 

1,374

BALANCES, SEPTEMBER 26, 2004

$ 202

$ 263

$ 333,162

$ 1,046,939

$ (65,286)

$ 1,315,280

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, the Northwest (Washington and Alaska) and the Carolinas.

The consolidated financial statements include the Company and its subsidiaries. Significant intercompany items and transactions are 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 (consisting of normal recurring items) to present fairly the Company's financial position, results of operations, and cash flows for the interim periods presented. The financial statements contained in this report are not necessarily indicative of the results to be expected for the full year.

Acquisition - On January 7, 2004, the Company purchased the assets of the Merced Sun-Star, a daily newspaper in Merced, California and five non-daily newspapers (Merced Group) for $41.0 million in cash. Revenues of the Merced Group in fiscal 2003 (year ended March 31, 2003) were $12.6 million. The purchase included $37.2 million in intangible assets, the most significant of which was $31.0 million of goodwill. Amortization of the goodwill and other identifiable intangibles will be deductible for tax purposes. The useful lives associated with the $6.2 million of identifiable intangible assets range from eight to 17 years. See the discussion of intangibles and goodwill below. The acquisition and results of the Merced Group are included in the Company's financial statements beginning on January 7, 2004. The results of the acquisition on the Company's pro forma combined results of operations for the fiscal year ended
December 28, 2003, or any interim period in the 2003 fiscal year (assuming the acquisition was made at the beginning of fiscal year 2003), were not material.

Discontinued operation - On June 10, 2003, the Company sold the assets of The Newspaper Network (TNN), a national sales and marketing company. The Associated Press purchased TNN's ad processing operations and, separately, Vertis, Inc. purchased TNN's sales and marketing assets. Total consideration from the sales was $14.2 million including the assumption of liabilities. The revenues and operating results of TNN are included in discontinued operations in the Consolidated Statement of Income in fiscal 2003.

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 primarily represent prepaid circulation subscriptions.

Cash equivalents are highly liquid debt investments with maturities of three months or less when acquired.

Concentrations of credit risks - Financial instruments that 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. 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 first-in, first-out method) or current market value.

Related party transactions - The Company owns a 13.5% interest in Ponderay Newsprint Company ("Ponderay"), a general partnership, 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 reflected in income as earned. The Company guarantees certain bank debt used to construct the mill (see Note 2) and is required to purchase 28,400 metric tons of annual production on a "take-if-tendered" basis at prevailing market prices until the debt is repaid. The Company satisfies this obligation by direct purchase (payments made in the first nine months of fiscal 2004 and 2003: $10,969,000 and $10,415,000, respectively) or reallocation to other buyers.

Property, plant and equipment are stated at cost. Major improvements, as well as interest incurred during construction, are capitalized. Expenditures for maintenance and repairs are charged to expense as incurred.

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 and goodwill consist of the unamortized excess of the cost of acquiring newspaper operations over the fair values of the newspapers' tangible assets at the date of purchase. Identifiable intangible assets, consisting primarily of lists of advertisers and subscribers, covenants not to compete and commercial printing contracts, are amortized over three to forty years. Prior to the adoption of SFAS No. 142 in fiscal 2002, the excess of purchase prices over identifiable assets was amortized over forty years. Management periodically evaluates the recoverability of intangible assets by reviewing the current and projected cash flows of its newspaper operations. The increase in intangible assets and goodwill from December 28, 2003 largely resulted from the acquisition of the Merced Group as discussed above, offset by a reduction in capitalized loan origination fees related to the Company's previous debt agreement, which were written off when the debt was refinanced - see discussion at Note 2. Information regarding the Company's identifiable intangible assets as of
September 26, 2004 is as follows (in thousands):

Average Useful Life

Carrying Amount

Accumulated Amortization

Net

Advertiser and subscriber lists

16 Years

$ 256,150

$ 194,816

$ 61,334

Other

6 Years

20,130

9,807

10,323

Identifiable intangible assets

$ 276,280

$ 204,623

$ 71,657

 

Amortization expense was $13,700,000 for the nine months ended September 26, 2004. The remaining expense for fiscal 2004 and for the five succeeding fiscal years for intangible assets owned as of September 26, 2004, is as follows (in thousands):

Year

Estimated Amortization
Expense

2004 (remaining)

$ 4,571

2005

17,909

2006

7,601

2007

3,753

2008

3,743

2009

3,713

Stock-based compensation - At September 26, 2004, the Company had six stock-based compensation plans. 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." No material amounts of compensation have been recorded for these plans.

Had compensation costs for the Company's stock-based compensation plans been determined based upon the fair value at the grant dates for awards under those plans consistent with the method of SFAS Statement No. 123, the Company's net income and earnings per share would have been reduced to the pro forma amounts indicated below (in thousands, except per share amounts):

Three Months Ended

Nine Months Ended

September 26,

September 28,

September 26,

September 28,

2004

2003

2004

2003

Net Income:

As reported:

$ 39,072

$ 35,838

$ 108,096

$ 104,596

Deduct stock-based compensation

under SFAS No. 123, net of taxes

(1,144)

(1,120)

(3,631)

(3,463)

Pro forma

$ 37,928

$ 34,718

$ 104,465

$ 101,133

Earnings per common share:

As reported:

Basic

$ 0.84

$ 0.78

$ 2.33

$ 2.27

Diluted

$ 0.83

$ 0.77

$ 2.31

$ 2.25

Pro forma

Basic

$ 0.82

$ 0.75

$ 2.25

$ 2.19

Diluted

$ 0.81

$ 0.75

$ 2.23

$ 2.18

Derivative instruments - The Company records its derivative instruments, primarily interest rate protection agreements (swaps), at fair value in its financial statements. See Note 2.

Deferred income taxes result from temporary differences between amounts of assets and liabilities reported for financial and income tax reporting purposes.

Comprehensive income (loss) - The Company records changes in its net assets from non-owner sources in its Statement of Stockholders' Equity. Such changes relate primarily to valuing its pension liabilities and interest rate protection agreements, net of tax effects.

The following table summarizes the activity in other comprehensive income (loss) for the six months ended September 26, 2004 (in thousands):

Pre-Tax

Tax

Net Change

Fair value of swap

$ 1,303

$ (521)

$ 782

Other

(33)

13

(20)

$ 1,270

$ (508)

$ 762

 

 

Segment reporting - The Company's primary business is the publication of newspapers. The Company aggregates its newspapers into a single segment because each has similar economic characteristics, products, customers and distribution methods.

Earnings per share (EPS) - Basic EPS excludes dilution from common stock equivalents and reflects income divided by the weighted average number of common shares outstanding for the period. Diluted EPS is based upon the weighted average number of outstanding shares of common stock and dilutive common stock equivalents in the period. Common stock equivalents arise from dilutive stock options and are computed using the treasury stock method. The antidilutive stock options that could potentially dilute basic EPS in the future, but were not included in the weighted average share calculation in the first nine months, were 61,763 in 2003. There were no antidilutive stock options for the first nine months of 2004.

NOTE 2. LONG-TERM DEBT AND OTHER COMMITMENTS

Long-term debt consisted of (in thousands):

September 26,

December 28,

2004

2003

Unsecured promissory notes

$ 307,288

-

Term Loans

-

$ 329,000

Revolving credit line

-

18,000

Total debt

307,288

347,000

Less current portion

-

(142,077)

Long-term debt

$ 307,288

$ 204,923

On May 10, 2004, the Company entered into a five-year, senior unsecured revolving credit facility (Credit Agreement), which provides for borrowings of up to $500 million from a syndicate of banks through May 11, 2009. The primary purpose of the Credit Agreement is to support the issuance of unsecured promissory notes under a commercial paper program (commercial paper) of up to $500 million and for general corporate purposes. Initially, however, the Company used the Credit Agreement to refinance all of its existing term debt and principal outstanding under the previous bank credit facility. This debt was subsequently retired with commercial paper during the second quarter of fiscal 2004. As a result of the refinancing, the Company wrote off capitalized loan fees of $3.7 million related to its previous bank credit facility.

Debt under the Credit Agreement bears interest at the London Interbank Offered Rate (LIBOR) plus a spread ranging from 29.5 basis points to 77.5 basis points plus a utilization fee of 12.5 basis points if borrowings exceed $250 million. Applicable rates are based upon the Company's ratings on its long-term debt from Moody's and Standard & Poor's. A facility fee for the Credit Agreement ranges from 8.0 basis points to 22.5 basis points depending on the Company's ratings, and such fees are currently at 12.5 basis points. No amounts were outstanding under the Credit Agreement at September 26, 2004.

The revolving credit facility contains financial covenants including a minimum interest coverage ratio (as defined) of 3:1 and a maximum leverage ratio (as defined) of 4:1.

The commercial paper outstanding at September 26, 2004 had maturities ranging from overnight to 74 days, with interest rates ranging from 1.62% to 1.90%. The weighted average interest rate on commercial paper outstanding since May 12, 2004 (inception of the program) through September 26, 2004 was 1.45%. Because the Company's Credit Agreement provides backup for its commercial paper, the commercial paper is classified as long-term debt.

The Company's previous bank credit facility included term loans and a revolving credit line, all of which were retired from proceeds under the new debt structure described above. Interest rates applicable to debt drawn down during fiscal 2004 but prior to the refinancing of the previous bank credit facility ranged from 1.7% to 2.7% (excluding the effect of the interest rate swap discussed below).

At September 26, 2004, the Company had outstanding letters of credit totaling $7.0 million securing estimated obligations stemming from workers' compensation claims and other contingent claims.

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 had one interest rate swap agreement designated as a cash flow hedge specifically designed to hedge the variability in the expected cash flows that were attributable to interest rate fluctuations on $100.0 million of its variable rate bank debt which expired in June 2004. The effect of this agreement was to fix the LIBOR interest rate exposure at approximately 3.8% on that portion of the Company's term loans.

As of September 26, 2004, the Company was a guarantor of $10.9 million of bank debt related to its interest in Ponderay, a general partnership that owns and operates a newsprint mill in Washington State. The guarantee amount represents the Company's pro rata portion of Ponderay debt, which is guaranteed by the general partners. The partnership was formed in 1985 and began operations in 1989. The debt is secured by the assets of Ponderay and matures on April 12, 2006.

The Company has purchase obligations primarily related to capital expenditures for property, plant and equipment expiring at various dates through 2011, totaling approximately $19.0 million.

 

NOTE 3. EMPLOYEE BENEFITS

The Company sponsors defined benefit pension plans (retirement plans), which 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 the required benefits. The Company made $60.0 million in voluntary contributions to its plans in early 2004 and does not currently anticipate any additional contributions in the remainder of fiscal 2004.

The $60.0 million contribution exceeded the amount of net pension liabilities the Company had recognized for its qualified plans. Accordingly, $46.0 million was reclassified to Prepaid Pension and Other Assets in the first quarter to reflect the Company's pre-paid pension status.

The Company also has a limited number of 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, 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 is largely included in other long-term obligations. The elements of pension costs are as follows (in thousands):

Three Months Ended

Nine Months Ended

September 26,

September 28,

September 26,

September 28,

2004

2003

2004

2003

Service cost

$ 4,854

$ 4,069

$ 14,563

$ 12,206

Interest cost