SIGNIFICANT ACCOUNTING POLICIES (Policies) | 9 Months Ended |
Sep. 29, 2013 |
SIGNIFICANT ACCOUNTING POLICIES | ' |
Business and Basis of Accounting | ' |
Business and Basis of Accounting |
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The McClatchy Company (the “Company,” “we,” “us” or “our”) is a leading news, advertising and information provider, offering a wide array of print and digital products in each of the markets it serves. As the third largest newspaper company in the United States, based on daily circulation, our operations include 30 daily newspapers, community newspapers, websites, mobile news and advertising, niche publications, direct marketing and direct mail services. Our largest newspapers include the (Fort Worth) Star-Telegram, The Sacramento Bee, The Kansas City Star, the Miami Herald, The Charlotte Observer and The (Raleigh) News & Observer. We are listed on the New York Stock Exchange under the symbol MNI. |
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We also own a portfolio of premium digital assets, including 15.0% of CareerBuilder LLC, which operates the nation’s largest online jobs website, CareerBuilder.com; 25.6% of Classified Ventures LLC, a company that offers classified websites such as the auto website Cars.com and the rental website Apartments.com; 33.3% of HomeFinder LLC, which operates the online real estate website HomeFinder.com; and 12.2% of Wanderful Media, owner of Find & Save®, a digital shopping portal that provides advertisers with a common platform to reach online audiences with digital circulars, coupons and display advertising. |
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The condensed consolidated financial statements include the Company and our subsidiaries. Intercompany items and transactions are eliminated. Preparation of the financial statements in conformity with accounting principles generally accepted in the United States and pursuant to the rules and regulation of the Securities and Exchange Commission requires management to make estimates and assumptions that affect the reported amounts of 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 materially from those estimates. |
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In our opinion, the accompanying unaudited condensed consolidated financial statements contain all adjustments necessary to present fairly our 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. These unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in our Annual Report on Form 10-K and Amendment No. 1 to the Form 10-K for the year ended December 30, 2012 (collectively “Form 10-K”). The fiscal periods included herein comprise 13 weeks and 39 weeks for the third-quarter and nine-month periods, respectively. |
Outsourcing Agreement | ' |
Outsourcing Agreement |
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In October 2013, we entered into an outsourcing agreement to print one of our newspapers beginning in late February 2014. As a result, we expect to incur non-cash charges, including accelerated depreciation and other charges related to our existing facilities and production equipment of up to $15 million in the fourth quarter of 2013. We do not anticipate any material cash expenses during the fourth quarter of 2013 related to this agreement. |
Circulation Delivery Contract Accounting Correction | ' |
Circulation Delivery Contract Accounting Correction |
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Subsequent to the issuance of our consolidated financial statements on March 6, 2013, we determined that circulation revenues associated with our “fee for service” contracts with distributors and carriers should be presented on a gross basis, as opposed to on a net basis, as we are established as the primary obligor through subscriber agreements. The difference in presentation results in delivery costs associated with these contracts being reported as other operating expenses, rather than as a reduction in circulation revenues, in our condensed consolidated statements of operations. This correction resulted in an increase to circulation revenues and equivalent increases to other operating expenses of $18.9 million and $58.1 million in the quarter and nine months ended September 23, 2012, respectively. We believe this correction is not material to our previously issued financial statements for prior periods. There is no impact to the previously reported operating income, net income, net income per common share or cash flows from operating activities in any of the periods presented. |
Fair Value of Financial Instruments | ' |
Fair Value of Financial Instruments |
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We account for certain assets and liabilities at fair value. The hierarchy below lists three levels of fair value based on the extent to which inputs used in measuring fair value are observable in the market. We categorize each of our fair value measurements in one of these three levels based on the lowest level input that is significant to the fair value measurement in its entirety. These levels are: |
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Level 1 – Unadjusted quoted prices available in active markets for identical investments as of the reporting date. |
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Level 2 – Observable inputs to the valuation methodology are other than Level 1 inputs and are either directly or indirectly observable as of the reporting date and fair value can be determined through the use of models or other valuation methodologies. |
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Level 3 – Inputs to the valuation methodology are unobservable inputs in situations where there is little or no market activity for the asset or liability, and the reporting entity makes estimates and assumptions related to the pricing of the asset or liability including assumptions regarding risk. |
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Our policy is to recognize significant transfers between levels at the actual date of the event or circumstance that caused the transfer. The following methods and assumptions were used to estimate the fair value of each class of financial instruments: |
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Cash and cash equivalents, accounts receivable and accounts payable. The carrying amount of these items approximates fair value. |
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Long-term debt. The fair value of long-term debt is determined using quoted market prices and other inputs that were derived from available market information including the current market activity of our publicly-traded notes and bank debt, trends in investor demand and market values of comparable publicly-traded debt. These are considered to be Level 2 inputs under the fair value measurements and disclosure guidance, and may not be representative of actual value. At September 29, 2013, the estimated fair value and carrying value of long-term debt was $1.5 billion. |
Intangible Assets and Goodwill | ' |
Intangible Assets and Goodwill |
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Intangible assets (primarily advertiser lists, subscriber lists and developed technology) and goodwill consisted of the following: |
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| | December 30, | | Acquired | | Amortization | | September 29, | |
(in thousands) | | 2012 | | Assets | | Expense | | 2013 | |
Intangible assets subject to amortization | | $ | 834,961 | | $ | 500 | | — | | $ | 835,461 | |
Accumulated amortization | | -510,546 | | — | | $ | -42,877 | | -553,423 | |
| | 324,415 | | 500 | | -42,877 | | 282,038 | |
Mastheads | | 203,587 | | — | | N/A | | 203,587 | |
Goodwill | | 1,012,011 | | 903 | | N/A | | 1,012,914 | |
Total | | $ | 1,540,013 | | $ | 1,403 | | $ | -42,877 | | $ | 1,498,539 | |
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During the nine months ended September 29, 2013, we completed a small acquisition, which is reflected in goodwill and intangible assets subject to amortization. |
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Amortization expense with respect to intangible assets is summarized below: |
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| | Quarter Ended | | Nine Months Ended | |
| | September 29, | | September 23, | | September 29, | | September 23, | |
(in thousands) | | 2013 | | 2012 | | 2013 | | 2012 | |
Amortization expense | | $ | 14,375 | | $ | 14,251 | | $ | 42,877 | | $ | 42,811 | |
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The estimated amortization expense for the remainder of fiscal year 2013 and the five succeeding fiscal years is as follows: |
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| | Amortization | | | | | | | | | | |
Expense | | | | | | | | | |
Year | | (in thousands) | | | | | | | | | | |
2013 (remainder) | | $ | 14,304 | | | | | | | | | | |
2014 | | 52,757 | | | | | | | | | | |
2015 | | 48,086 | | | | | | | | | | |
2016 | | 47,721 | | | | | | | | | | |
2017 | | 48,552 | | | | | | | | | | |
2018 | | 46,977 | | | | | | | | | | |
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Accumulated Other Comprehensive Loss | ' |
Accumulated Other Comprehensive Loss |
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Our accumulated other comprehensive loss (“AOCL”) and reclassifications from AOCL, net of tax, consisted of the following: |
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(in thousands) | | Minimum | | Other | | Total | | | | |
Pension and | Comprehensive | | | |
Post- | Loss Related to | | | |
Retirement | Equity | | | |
Liability | Investments | | | |
Beginning balance - December 30, 2012 | | $ | -473,448 | | $ | -7,868 | | $ | -481,316 | | | | |
Other comprehensive income (loss) before reclassifications | | — | | -666 | | -666 | | | | |
Amounts reclassified from AOCL | | 10,160 | | — | | 10,160 | | | | |
Other comprehensive income (loss) | | 10,160 | | -666 | | 9,494 | | | | |
Ending balance - September 29, 2013 | | $ | -463,288 | | $ | -8,534 | | $ | -471,822 | | | | |
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| | Amount Reclassified from AOCL | | | | | | | |
(in thousands) | | | | |
| | Quarter Ended | | Nine Months | | | | | | | |
Ended | | | | |
| | September 29, | | September 29, | | Affected Line in the Condensed | | | | | |
AOCL Component | | 2013 | | 2013 | | Consolidated Statements of Operations | | | | | |
Minimum pension and post-retirement liability | | $ | 5,645 | | $ | 16,933 | | Compensation | | | | | |
| | -2,258 | | -6,773 | | Provision for income taxes | | | | | |
| | $ | 3,387 | | $ | 10,160 | | Net of tax | | | | | |
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Income Taxes | ' |
Income Taxes |
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We account for income taxes using the liability method. Under this method, deferred tax assets and liabilities are determined based on differences between the financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws that are expected to be in effect when the differences are expected to reverse. |
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We recognize accrued interest related to unrecognized tax benefits in interest expense. Accrued penalties are recognized as a component of income tax expense. |
Earnings Per Share (EPS) | ' |
Earnings Per Share (EPS) |
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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, restricted stock units and restricted stock and are computed using the treasury stock method. Anti-dilutive common stock equivalents are excluded from diluted EPS. The weighted average anti-dilutive stock options that could potentially dilute basic EPS in the future, but were not included in the weighted average share calculation, consisted of the following: |
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| | Quarter Ended | | Nine Months Ended | | | | | |
| | September 29, | | September 23, | | September 29, | | September 23, | | | | | |
(shares in thousands) | | 2013 | | 2012 | | 2013 | | 2012 | | | | | |
Anti-dilutive stock options | | 4,990 | | 6,654 | | 4,936 | | 6,322 | | | | | |
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Cash Flow Information | ' |
Cash Flow Information |
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Cash paid for interest and income taxes consisted of the following: |
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| | Nine Months Ended | | | | | | | |
| | September 29, | | September 23, | | | | | | | |
(in thousands) | | 2013 | | 2012 | | | | | | | |
Interest paid (net of amount capitalized) | | $ | 82,990 | | $ | 139,437 | | | | | | | |
Income taxes paid (net of amounts received) | | 13,202 | | 35,945 | | | | | | | |
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As of September 29, 2013, other non-cash financing activities included the release of $238.1 million for the financing obligation related to the Miami property transaction because we no longer have a continuing involvement with the Miami property (see Note 3). As of September 29, 2013, other non-cash investing activities included the release of $227.7 million from property, plant and equipment (“PP&E”), which also relates to the conclusion of the Miami property transaction. In addition, other non-cash financing activities as of September 29, 2013 and September 23, 2012, related to purchases of PP&E on credit, were $0.4 million and $3.6 million, respectively. |
Recently Adopted Accounting Pronouncements | ' |
Recently Adopted Accounting Pronouncements |
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During the first quarter of 2013, we adopted the Financial Accounting Standards Board (“FASB”) accounting standards update (“ASU”) issued in February 2013. The ASU requires new disclosures about reclassifications from accumulated other comprehensive loss to net income. These disclosures may be presented on the face of the statements or in the notes to the consolidated financial statements. Accordingly, we have presented reclassifications from accumulated other comprehensive loss to the condensed consolidated statements of operations in the notes to our condensed consolidated financial statements. |
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During the first quarter of 2013, we adopted the FASB ASU issued in July 2012. The ASU provides new guidance on annual impairment testing of indefinite-lived intangible assets. The ASU allows an entity to first assess qualitative factors to determine if it is more likely than not that the fair value of an indefinite-lived intangible asset is less than its carrying amount. If based on its qualitative assessment an entity concludes it is more likely than not that the fair value of an indefinite-lived intangible asset is less than its carrying amount, quantitative impairment testing is required. However, if an entity concludes otherwise, quantitative impairment testing is not required. The adoption of this standard did not impact our condensed consolidated financial statements. |