UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
| x | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended: December 28, 2003
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) | |
Registrants telephone number, including area code: 916-321-1846
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
Name of each exchange on which registered | |
| Class A Common Stock, par value $.01 per share |
New York Stock Exchange |
Securities registered pursuant to section 12(g) of the Act: None
Indicate by check mark whether the registrant (1) has 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 if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrants knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ¨
Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Act). x Yes ¨ No
State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrants most recently completed second fiscal quarter. Based on the closing price of the Companys Class A Common Stock on the New York Stock Exchange on June 29, 2003: approximately $1,191,640,921. For purposes of the foregoing calculation only, as required by Form 10-K, the Registrant has included in the shares owned by affiliates the beneficial ownership of Common Stock of officers and directors of the Registrant and members of their families, and such inclusion shall not be construed as an admission that any such person is an affiliate for any purpose.
Indicate the number of shares outstanding of each of the Registrants classes of common stock, as of the latest practicable date.
Shares outstanding as of February 25, 2004:
| Class A Common Stock |
19,981,670 Shares | |
| Class B Common Stock |
26,339,147 Shares |
DOCUMENTS INCORPORATED BY REFERENCE
Definitive Proxy Statement for the Companys May 19, 2004 Annual Meeting of Shareholders to be filed pursuant to Regulation 14A under the Securities Exchange Act of 1934 (incorporated in Part II and Part III to the extent provided in Items 10, 11, 12, 13 and 14 hereof).
INDEX TO THE McCLATCHY COMPANY
2003 FORM 10-K
| Item No. |
Page | |||
| PART I | ||||
| 1. |
1 | |||
| 1 | ||||
| 1 | ||||
| 3 | ||||
| 3 | ||||
| 5 | ||||
| 7 | ||||
| 9 | ||||
| 9 | ||||
| 10 | ||||
| 10 | ||||
| 2. |
10 | |||
| 3. |
11 | |||
| 4. |
11 | |||
| PART II | ||||
| 5. |
Market for the Registrants Common Stock and Related Stockholder Matters |
12 | ||
| 6. |
13 | |||
| 7. |
Managements Discussion and Analysis of Financial Condition and Results of Operations |
14 | ||
| 7A. |
28 | |||
| 8. |
29 | |||
| 9. |
Changes In and Disagreements With Accountants on Accounting and Financial Disclosure |
56 | ||
| 9A. |
56 | |||
| PART III | ||||
| 10. |
56 | |||
| 11. |
57 | |||
| 12. |
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters |
57 | ||
| 13. |
58 | |||
| 14. |
58 | |||
| PART IV | ||||
| 15. |
Exhibits, Financial Statement Schedules and Reports on Form 8-K |
58 | ||
PART I
| ITEM 1. | BUSINESS |
The Company maintains a website which includes an investor relations page available to all interested parties at www.mcclatchy.com. All filings with the United States Securities and Exchange Commission, along with any amendments thereto, are available free of charge on our website at www.mcclatchy.com/investor/. In addition, paper copies of any such filings are available free of charge by contacting us at the address listed on the cover page of this filing. The contents of this website are not incorporated into this filing. Further, our reference to the URL for this website is intended to be an inactive textual reference only.
The McClatchy Company (the Company) was formed in 1998 as a Delaware corporation serving as a holding company owning McClatchy Newspapers, Inc. and Cowles Media Company. All references to the Company in this Report include McClatchy Newspapers, Inc., the predecessor in interest to the Company prior to the acquisition of Cowles Media Company.
The Company dates from the California Gold Rush era of 1857. Its three original California newspapers - The Sacramento Bee, The Fresno Bee and The Modesto Bee - were the core of the Company until 1979 when the Company began to diversify geographically outside of California. At that time it purchased two newspapers in the Northwest, the Anchorage Daily News and the Tri-City Herald in Southeastern Washington. In 1986, the Company purchased The (Tacoma) News Tribune. In 1990 the Company expanded into the Carolinas when it purchased newspapers in South Carolina and The News and Observer Publishing Company in North Carolina in 1995, and into Minnesota with the 1998 acquisition of The Star Tribune Company.
During 2003, the Company owned and published 24 newspapers in four regions of the country Minnesota, California, the Carolinas and the Northwest (Alaska and Washington). These newspapers range from large dailies serving metropolitan areas to non-daily newspapers serving small communities. For the calendar year 2003, the Company had an average paid daily circulation of 1,398,589, Sunday circulation of 1,864,685 and non-daily circulation of 61,077.
Each of the Companys newspapers is largely autonomous in its business and editorial operations so as to meet most effectively the needs of the communities it serves. Publishers and editors of the newspapers make the day-to-day decisions and, within limits, are responsible for their own budgeting and planning. Policies on such matters as the amount and type of capital expenditures, key personnel changes, and strategic planning and operating budgets, including wage and pricing matters, are approved or established by the Companys senior management and/or Board of Directors.
1
Each of the Companys daily newspapers has the largest circulation of any newspaper serving its particular community. The Company believes that this circulation advantage is of primary importance in attracting advertising, the principal source of revenues for the Company. Advertising revenues approximated 83% of consolidated net revenues from continuing operations in fiscal 2003 and 82% of consolidated net revenues from continuing operations in fiscal 2002. Circulation revenues approximated 15% of consolidated net revenues from continuing operations in fiscal 2003 and 16% of consolidated net revenues from continuing operations in fiscal 2002.
The Companys newspapers supplement their newspaper publishing operations with an array of niche products and direct marketing initiatives, including direct mail. While the direct marketing programs are financially successful in their own right, they also help retain advertising in the newspapers. The newspapers also operate leading local websites in each daily newspaper market, offering users information, comprehensive news, advertising, e-commerce and other services. Online advertising, particularly classified advertising, has become one of the Companys fastest growing revenue sources, albeit still a small part of each newspapers operations. Together with the mass reach of its newspaper advertising, these lines of business help each of the Companys newspapers maintain its position as a leading media outlet in each daily newspaper market.
The Companys newspaper business is somewhat seasonal, with peak revenues and profits generally occurring in the second and fourth quarters of each year as a result of increased advertising activity during first, the Easter holiday and spring advertising season, and then, the Thanksgiving and Christmas periods. The first quarter is historically the weakest quarter for revenues and profits.
The Company also owns Nando Media, an interactive media operation whose primary mission is to be a technology and content partner to the Companys newspaper Internet sites. In addition, the Company is a partner (13.5% interest) in Ponderay Newsprint Company, a general partnership that owns and operates a newsprint mill in Washington State.
Recent Divestiture and Acquisition - On June 10, 2003, the Company sold the assets of The Newspaper Network (TNN), a national sales and marketing company (fiscal 2002 revenues of $11.9 million). The Associated Press purchased TNNs ad processing operations and, separately, Vertis, Inc. purchased TNNs sales and marketing assets. Total consideration from the sales was $14.2 million including the assumption of liabilities. The Company has reclassified the assets and liabilities of TNN as held for sale in its Consolidated Balance Sheet as of December 29, 2002. The revenues and operating results of TNN are included in discontinued operations in the Companys Consolidated Statements of Income.
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 $40.5 million in cash from Pacific-Sierra Publishing, Inc. The Merced Sun-Star had average five-day circulation of 17,400 and weekend circulation of 21,500 for fiscal year 2003, and the Merced Group had revenues in its fiscal 2003 (ending March) of $12.6 million. The results and statistical information of the Merced Group are not included in this Report.
2
Forward-Looking Statements - When used in this Report, the words believes, expects, anticipates, estimates, and similar expressions are generally intended to identify forward-looking statements. Such statements are subject to certain risks and uncertainties, including those discussed under the heading Risk Factors that Could Affect Operating Results in Part II, Item 7 that could cause actual results to differ materially from those projected. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this Report.
The Star Tribune, a morning newspaper serving Minneapolis-St. Paul and the surrounding metropolitan area, is the Companys largest newspaper, contributing 33.1% of fiscal 2003 revenues compared to 33.6% of fiscal 2002 revenues. In fiscal 2003 the Star Tribunes daily average paid circulation increased 0.3% to 379,234 and Sunday average paid circulation increased 0.3% to 675,512. As of December 28, 2003, approximately 74% of the daily and 74% of Sunday circulation was home delivered. The Star Tribune competes in the eastern portion of its market with the Pioneer Press, which operates in St. Paul, Minnesota, and whose circulation, according to the Audit Bureau of Circulations September 28, 2003 Publishers Statement, is 190,392 daily and 253,058 Sunday.
The Star Tribunes advertising volumes for the fiscal years ended December 28, 2003 and December 29, 2002 are set forth in the following table:
| 2003 |
2002 | |||
| Full Run advertising linage in thousands of six-column inches |
1,930 | 1904 | ||
| Preprints distributed in millions |
1,176 | 1,130 |
The Star Tribunes fiscal 2003 net revenues increased 1.4% to $364,288,000 from fiscal 2002.
The California newspapers include the three Bee newspapers along with the Clovis Independent, a weekly newspaper that circulates in Clovis, California, a community east of Fresno, and two Spanish-language, non-daily newspapers. The net revenues and circulation of these newspapers are summarized below:
| 2003 Circulation (1) |
Net Revenues | |||||||||
| Newspaper |
Daily/Weekly |
Sunday |
2003 |
2002 | ||||||
| The Sacramento Bee |
295,917 | 352,861 | $ | 239,828,000 | $ | 224,212,000 | ||||
| The Fresno Bee |
162,530 | 193,006 | $ | 93,856,000 | $ | 89,505,000 | ||||
| The Modesto Bee |
86,542 | 93,180 | $ | 58,513,000 | $ | 55,570,000 | ||||
| Non-daily newspapers |
6,234 | N/A | $ | 2,077,000 | $ | 1,620,000 | ||||
| (1) | Based on fiscal year average paid circulation. |
3
The California newspapers produced approximately 35.9% of total Company net revenues in fiscal 2003, compared to 34.7% in fiscal 2002. Fiscal 2003 net revenues at the California newspapers increased 6.3% from fiscal 2002.
The Sacramento Bee
The Sacramento Bee is a morning newspaper serving the California state capital and the surrounding region. In fiscal year 2003, The Sacramento Bees average paid circulation increased 0.6% daily and increased 1.3% Sunday. As of December 28, 2003, approximately 84% of the daily and 79% of Sunday circulation was home delivered.
The Sacramento Bees advertising volumes for the fiscal years ended December 28, 2003 and December 29, 2002 are set forth in the following table:
| 2003 |
2002 | |||
| Full Run advertising linage in thousands of six column inches |
2,574 | 2,490 | ||
| Preprints distributed in millions |
705 | 607 |
The Sacramento Bees fiscal 2003 net revenues increased 7.0% from fiscal 2002 revenues.
The Fresno Bee
The Fresno Bee is a morning newspaper serving the Fresno, California metropolitan area. In 2003, The Fresno Bees fiscal year 2003 average paid circulation increased 0.6% daily and increased 0.8% Sunday. As of December 28, 2003, approximately 85% of The Fresno Bees daily and 84% of Sunday circulation was home delivered.
The Fresno Bees advertising volumes for the fiscal years ended December 28, 2003 and December 29, 2002 are set forth in the following table:
| 2003 |
2002 | |||
| Full Run advertising linage in thousands of six-column inches |
1,318 | 1,286 | ||
| Preprints distributed in millions |
313 | 288 |
The Fresno Bees fiscal 2003 net revenues increased 4.9% from 2002.
The Modesto Bee
The Modesto Bee is a morning newspaper that serves the Modesto, California metropolitan area, located between Sacramento and Fresno. The Modesto Bees fiscal year 2003 average paid circulation increased 1.0% daily and 0.9% Sunday. As of December 28, 2003, approximately 83% of the daily and 84% of Sunday circulation was home delivered.
4
The Modesto Bees advertising volumes for the fiscal years ended December 28, 2003 and December 29, 2002, are set forth in the following table:
| 2003 |
2002 | |||
| Full Run advertising linage in thousands of six-column inches |
1,327 | 1,314 | ||
| Preprints distributed in millions |
170 | 158 |
The Modesto Bees fiscal 2003 net revenues increased 5.3% from fiscal 2002.
The Carolina newspapers include The News & Observer, the second largest newspaper in North Carolina, and three daily newspapers in South Carolina. The Company also operates eight non-daily newspapers in North and South Carolina strategically located near its daily newspapers.
The net revenues and circulation of the Carolina newspapers are summarized below:
| 2003 Circulation (1) |
Net Revenues | |||||||||
| Newspaper |
Daily/Weekly |
Sunday |
2003 |
2002 | ||||||
| The News & Observer (Raleigh) |
170,118 | 210,091 | $ | 128,878,000 | $ | 130,073,000 | ||||
| The Herald (Rock Hill) (2) |
31,854 | 33,534 | $ | 14,747,000 | $ | 14,683,000 | ||||
| The Island Packet (Hilton Head) |
18,504 | 19,218 | $ | 15,902,000 | $ | 15,448,000 | ||||
| The Beaufort Gazette |
11,872 | 11,159 | $ | 6,475,000 | $ | 6,466,000 | ||||
| Non-daily newspapers (3) |
41,404 | N/A | $ | 10,694,000 | $ | 10,621,000 | ||||
| (1) | Based on fiscal year average paid circulation. |
| (2) | Four South Carolina non-daily newspapers revenues are consolidated with revenues of The Herald. |
| (3) | Represents all non-daily circulation, but only the North Carolina non-daily revenues. See note (2) above. |
The Carolina newspapers produced 16.1% of total Company net revenues in fiscal 2003, compared to 16.6% in 2002. Net revenues of the Carolina newspapers declined 0.3% from fiscal 2002.
The News & Observer
The News & Observer, the Companys third largest newspaper, is a morning daily serving North Carolinas state capital, Raleigh, and the Research Triangle, which includes Raleigh, Durham and Chapel Hill, North Carolina.
The News & Observers average paid circulation in fiscal year 2003 increased approximately 0.4% daily and was flat on Sunday. As of December 28, 2003, approximately 81% of the daily and 76% of Sunday circulation was home delivered.
5
The News & Observers advertising volumes for the fiscal years ended December 28, 2003 and December 29, 2002 are set forth in the following table:
| 2003 |
2002 | |||
| Full Run advertising linage in thousands of six-column inches |
1,935 | 2,078 | ||
| Preprints distributed in millions |
375 | 351 |
The News & Observers fiscal 2003 net revenues decreased 0.9% from fiscal 2002.
The Herald
The Herald is a morning newspaper serving Rock Hill and surrounding communities in York County, South Carolina. Rock Hill is approximately 25 miles southwest of Charlotte, North Carolina. In 2003, The Heralds fiscal year 2003 average paid circulation increased 0.5% daily and decreased 0.4% on Sunday.
The Heralds main competitor is a zoned edition of the Charlotte Observer, whose circulation in The Heralds primary circulation area is estimated to be approximately a third of The Heralds circulation. As of December 28, 2003, approximately 78% of the daily and 77% of Sunday circulation of the Herald was home delivered.
Advertising volumes for the fiscal years ended December 28, 2003 and December 29, 2002 are set forth in the following table:
| 2003 |
2002 | |||
| Full Run advertising linage in thousands of six-column inches |
782 | 815 | ||
| Preprints distributed in millions |
57 | 54 |
The Heralds fiscal 2003 net revenues increased 0.4% from fiscal 2002.
The Island Packet and The Beaufort Gazette
The Island Packet and The Beaufort Gazette serve Beaufort County in southeastern South Carolina. The Island Packet serves Hilton Head Island and the town of Bluffton where tourism, retirement communities and services are the economic mainstays. The Beaufort Gazette serves the city of Beaufort and northern Beaufort County encompassing surrounding islands of Ladys, St. Helena, Fripp and Parris. The management and many business functions of the two newspapers are combined to pursue regional strategies and operational synergies.
From fiscal year 2002 to fiscal year 2003, the average paid circulation increased 3.4% daily and 1.4% Sunday at The Island Packet, and decreased 1.8% daily and 2.1% Sunday at The Beaufort Gazette.
As of December 28, 2003, approximately 64% of the daily and 62% of Sunday circulation of The Island Packet was home delivered. Comparable amounts for The Beaufort Gazette were 58% daily and 63% Sunday.
6
Advertising volumes for the fiscal years ended December 28, 2003 and December 29, 2002 are set forth in the following table:
| 2003 |
2002 | |||
| The Island Packet: |
||||
| Full Run advertising linage in thousands of six-column inches |
934 | 908 | ||
| Preprints distributed in millions |
23 | 20 | ||
| The Beaufort Gazette: |
||||
| Full Run advertising linage in thousands of six-column inches |
403 | 378 | ||
| Preprints distributed in millions |
17 | 17 |
The Island Packets fiscal year 2003 net revenues increased 2.9% over fiscal 2002, and The Beaufort Gazettes net revenues increased 0.7%.
Carolina Non-daily Newspapers
The South Carolina non-daily newspapers include the Clover Herald, the Yorkville Enquirer, the Lake Wylie Magazine and the Fort Mill Times, and serve small communities generally surrounding Rock Hill, SC. Their combined paid average fiscal year 2003 non-daily circulation is 7,988.
The North Carolina non-dailies are newspapers that serve communities generally surrounding Raleigh. They are: Chapel Hill News, Cary News, Eastern Wake News, and Smithfield Herald. Their combined paid average fiscal year 2003 non-daily circulation is 33,416.
The Company publishes five newspapers in Washington State and the largest daily newspaper in Alaska. The net revenues and circulation of these newspapers are summarized below:
| 2003 Circulation (1) |
Net Revenues | |||||||||
| Newspaper |
Daily/Weekly |
Sunday |
2003 |
2002 | ||||||
| The News Tribune |
128,978 | 146,137 | $ | 79,306,000 | $ | 77,893,000 | ||||
| Anchorage Daily News |
71,470 | 84,683 | $ | 55,708,000 | $ | 56,629,000 | ||||
| Tri-City Herald |
41,571 | 45,305 | $ | 23,518,000 | $ | 22,376,000 | ||||
| Non-daily newspapers |
13,336 | N/A | $ | 4,629,000 | $ | 4,355,000 | ||||
| (1) | Based on fiscal year average paid circulation. |
The Companys Northwest newspapers produced 14.8% of the Companys total net revenues in fiscal 2003, compared to 15.1% in 2002. Net revenues in fiscal 2003 at the Northwest newspapers increased 1.2% versus fiscal 2002.
7
The News Tribune
The News Tribune, a morning newspaper, primarily serves the Tacoma, Washington, metropolitan area in Pierce and South King Counties. It is the third largest newspaper in Washington State. Tacoma is approximately 30 miles south of Seattle. The News Tribune competes in the northernmost fringes of its market with the major Seattle daily newspapers. In fiscal year 2003, the average paid circulation of The News Tribune increased 0.1% daily and 0.2% Sunday. As of December 28, 2003, approximately 83% of the daily and 84% of Sunday circulation was home delivered.
The News Tribunes advertising volumes for the fiscal years ended December 28, 2003 and December 29, 2002 are set forth in the following table:
| 2003 |
2002 | |||
| Full Run advertising linage in thousands of six-column inches |
1,363 | 1,426 | ||
| Preprints distributed in millions |
263 | 233 |
The News Tribunes fiscal 2003 net revenues increased 1.8% from fiscal 2002.
Anchorage Daily News
The Anchorage Daily News, a morning newspaper, is Alaskas largest newspaper. The Anchorage Daily News circulates throughout the state of Alaska but its primary circulation is concentrated in the south central region of the state comprising metropolitan Anchorage, the Kenai Peninsula and the Matanuska-Susitna Valley.
The Daily News average paid daily and Sunday circulation each decreased 0.7% in fiscal year 2003. As of December 28, 2003, approximately 69% of the daily and 65% of Sunday circulation was home delivered.
Advertising volumes for the fiscal years ended December 28, 2003 and December 29, 2002, are set forth in the following table:
| 2003 |
2002 | |||
| Full Run advertising linage in thousands of six-column inches |
918 | 973 | ||
| Preprints distributed in millions |
85 | 89 |
Anchorage Daily News fiscal 2003 net revenues decreased 1.6% from fiscal 2002.
Tri-City Herald
The Tri-City Herald is a morning newspaper serving the Tri-Cities of Richland, Kennewick and Pasco in southeastern Washington. For fiscal year 2003, the Tri-City Heralds average paid
8
circulation increased 0.9% daily and Sunday. As of December 28, 2003 approximately 88% of the daily and 87% of Sunday circulation was home delivered.
The Tri-City Heralds advertising volumes for the fiscal years ended December 28, 2003 and December 29, 2002 are set forth in the following table:
| 2003 |
2002 | |||
| Full Run advertising linage in thousands of six-column inches |
787 | 763 | ||
| Preprints distributed in millions |
92 | 88 |
The Tri-City Heralds fiscal 2003 net revenues increased 5.1% from fiscal 2002.
Northwestern Non-daily Newspapers
The Companys other non-daily newspapers include the Peninsula Gateway in South Puget Sound and The Puyallup Herald, which circulates weekly in South Pierce County, near Tacoma.
The Companys rapidly expanding Internet activities have produced robust local websites in each of its daily newspaper markets. These efforts are supported by Nando Media, the Companys interactive media operation that provides newspapers with content, publishing tools and software development. Nando Medias primary mission is to be a technology and content partner to the Companys newspaper Internet sites. Nando Media also provides hosting and programming services to other newspapers, and generated net revenues of $972,000 in fiscal 2003.
During fiscal 2003, the Company consumed approximately 241,700 metric tons of newsprint compared to 243,900 metric tons in fiscal 2002. The Company currently obtains its supply of newsprint from a number of suppliers primarily under long-term contracts.
Newsprint expense accounted for 13.9% of operating expenses in fiscal 2003 compared to 13.6% in fiscal 2002. Consequently, the Companys earnings are sensitive to changes in newsprint prices. All other things being equal, a hypothetical $10 per metric ton change in newsprint prices affects earnings per share by three cents annually. Management believes its newsprint sources of supply under existing arrangements are adequate for its anticipated current needs. Significant increases in the price of newsprint would adversely affect the operating results of the Company to the extent that it was not offset by advertising and circulation volume and/or rate increases.
The Company, through a wholly-owned subsidiary, Newsprint Ventures, Inc., and four other publishers and a major newsprint manufacturer are partners in Ponderay Newsprint Company, a general partnership, which owns and operates a newsprint mill located sixty miles northeast of Spokane, Washington. The mill became operational in late 1989 and has a production capacity in
9
excess of 260,000 metric tons annually. The publisher partners have committed to take a total of 126,000 metric tons of this anticipated production with the balance to be sold on the open market. The Companys annual commitment is 28,400 metric tons. See Managements Discussion and Analysis of Financial Condition and Results of Operations and the financial statements and accompanying notes for further discussion of the impact of this investment on the Companys business.
The Companys newspapers, direct marketing programs and Internet sites compete for advertising revenues and readers time with television, radio, the Internet, direct mail companies, free shoppers, suburban neighborhood and national newspapers and other publications, and billboard companies, among others. In some of its markets (primarily Minneapolis, Minnesota; Tacoma, Washington; and Rock Hill, South Carolina), the Companys newspapers also compete with other newspapers published in nearby cities and towns. Competition for advertising is generally based upon circulation levels, readership demographics, price and advertiser results, while competition for circulation is generally based upon the content, journalistic quality, service and the price of the newspaper. The Companys major daily newspapers are ahead of their direct local newspaper competitors in both advertising linage and general circulation in their respective markets, and its Internet sites are leading local sites in each of the Companys major daily newspaper markets, based upon various independent and Company research.
As of December 28, 2003, the Company had 9,093 full and part-time employees, of whom approximately 25% were represented by unions including 57% at the Star Tribune and 23% at The Sacramento Bee, the Companys two largest newspapers. Most of the Companys union-represented employees are currently working under labor agreements expiring in various years. Six of the Companys 11 daily papers have no unions.
While the Companys newspapers have not had a strike since 1980 and they do not currently anticipate a strike occurring, the Company cannot preclude the possibility that a strike may occur at one or more of its newspapers when future negotiations occur. The Company believes that, in the event of a newspaper strike, it would be able to continue to publish and deliver to subscribers, a capability which is critical to retaining revenues from advertising and circulation.
| ITEM 2. | PROPERTIES |
The corporate headquarters of the Company are located at 2100 Q Street, Sacramento, California. At December 28, 2003 the Company had newspaper production facilities in 11 markets situated in six states. These facilities vary in size and in total occupy about 3.2 million square feet. Approximately 800,000 of the total square footage is leased from others. The Company owns substantially all of its production equipment, although certain office equipment is leased.
10
The Company maintains its properties in good condition and believes that its current facilities are adequate to meet the present needs of its newspapers.
| ITEM 3. | LEGAL PROCEEDINGS |
The Company becomes involved from time to time in claims and lawsuits incidental to the ordinary course of its business, including such matters as libel, invasion of privacy, intellectual property infringement, and wrongful termination actions, and complaints alleging discrimination. In addition, the Company is involved from time to time in governmental and administrative proceedings concerning employment, labor, environmental and other claims. Historically, such claims and proceedings have not had a material adverse effect upon the Companys consolidated results of operations or financial condition.
| ITEM 4. | SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS |
Not Applicable.
11
PART II
| ITEM 5. | MARKET FOR THE REGISTRANTS COMMON STOCK AND RELATED STOCKHOLDER MATTERS |
The Companys Class A Common Stock is listed on the New York Stock Exchange (NYSE symbol - MNI). A small amount of Class A Stock is also traded on the Midwest Stock Exchange and the Pacific Stock Exchange. The Companys Class B Stock is not publicly traded. The following table lists per share dividends paid on Common Stock and the prices of the Companys Class A Common Stock as reported by these exchanges for fiscal 2003 and 2002:
| 2003 |
2002 | |||||||||||||||||
| High |
Low |
Dividends |
High |
Low |
Dividends | |||||||||||||
| 1st Quarter |
$ | 58.35 | $ | 51.39 | $ | 0.11 | $ | 61.10 | $ | 45.95 | $ | 0.10 | ||||||
| 2nd Quarter |
$ | 62.39 | $ | 52.70 | $ | 0.11 | $ | 65.55 | $ | 56.00 | $ | 0.10 | ||||||
| 3rd Quarter |
$ | 62.15 | $ | 55.58 | $ | 0.11 | $ | 64.20 | $ | 52.80 | $ | 0.10 | ||||||
| 4th Quarter |
$ | 70.14 | $ | 59.35 | $ | 0.11 | $ | 63.76 | $ | 54.60 | $ | 0.10 | ||||||
The Companys Board of Directors approved a 10% increase in the dividend for the first quarter of fiscal 2004 to $0.12 per share per quarter. The payment and amount of future dividends remain within the discretion of the Board of Directors and will depend upon the Companys future earnings, financial condition and requirements, and other factors considered relevant by the Board.
The number of record holders of Class A and Class B Common Stock at February 25, 2004 was 1,482 and 24, respectively.
Equity Compensation Plan Information
Information regarding McClatchys equity compensation plans, including both shareholder approved plans and non-shareholder approved plans, is set forth in the section entitled Securities Authorized for Issuance Under Equity Compensation Plans in the definitive Proxy Statement for the Companys 2004 Annual Meeting of Shareholders, which information is incorporated into Item 12 herein by reference.
12
| ITEM 6. | SELECTED FINANCIAL DATA |
FIVE-YEAR FINANCIAL SUMMARY
(In thousands, except per share amounts)
| De | ||||||||||||||||||||