Document_and_Entity_Informatio
Document and Entity Information | 3 Months Ended | ||
Mar. 30, 2014 | Apr. 28, 2014 | Apr. 28, 2014 | |
Common Class A | Common Class B | ||
Entity Registrant Name | 'MCCLATCHY CO | ' | ' |
Entity Central Index Key | '0001056087 | ' | ' |
Document Type | '10-Q | ' | ' |
Document Period End Date | 30-Mar-14 | ' | ' |
Amendment Flag | 'false | ' | ' |
Current Fiscal Year End Date | '--12-28 | ' | ' |
Entity Current Reporting Status | 'Yes | ' | ' |
Entity Filer Category | 'Accelerated Filer | ' | ' |
Entity Common Stock, Shares Outstanding | ' | 62,133,708 | 24,585,962 |
Document Fiscal Year Focus | '2014 | ' | ' |
Document Fiscal Period Focus | 'Q1 | ' | ' |
CONDENSED_CONSOLIDATED_STATEME
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (USD $) | 3 Months Ended | |
In Thousands, except Per Share data, unless otherwise specified | Mar. 30, 2014 | Mar. 31, 2013 |
REVENUES - NET: | ' | ' |
Advertising | $183,911 | $197,122 |
Circulation | 90,810 | 85,828 |
Other | 12,482 | 12,159 |
Revenues, total | 287,203 | 295,109 |
OPERATING EXPENSES: | ' | ' |
Compensation | 111,116 | 112,576 |
Newsprint, supplements and printing expenses | 27,942 | 30,715 |
Depreciation and amortization | 40,488 | 30,446 |
Other operating expenses | 111,957 | 100,774 |
Operating expenses, total | 291,503 | 274,511 |
OPERATING (LOSS) INCOME | -4,300 | 20,598 |
NON-OPERATING (EXPENSE) INCOME: | ' | ' |
Interest expense | -33,412 | -35,516 |
Interest income | 4 | 9 |
Equity income in unconsolidated companies, net | 9,558 | 9,161 |
Loss on extinguishment of debt, net | ' | -12,770 |
Other - net | 62 | 52 |
Non-operating (expense) income, total | -23,788 | -39,064 |
Loss before income taxes | -28,088 | -18,466 |
Income tax benefit | -12,246 | -5,725 |
NET LOSS | ($15,842) | ($12,741) |
Net loss per common share: | ' | ' |
Basic (in dollars per share) | ($0.18) | ($0.15) |
Diluted (in dollars per share) | ($0.18) | ($0.15) |
Weighted average number of common shares used to calculate basic and diluted earnings per share: | ' | ' |
Basic (in shares) | 86,475 | 86,022 |
Diluted (in shares) | 86,475 | 86,022 |
CONDENSED_CONSOLIDATED_STATEME1
CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME (LOSS) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 30, 2014 | Mar. 31, 2013 |
CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME (LOSS) | ' | ' |
NET LOSS | ($15,842) | ($12,741) |
Pension and post retirement plans: | ' | ' |
Unrealized net gain and other components of benefit plans, net of taxes of $(1,254) and $(2,250) | 1,882 | 3,375 |
Investment in unconsolidated companies: | ' | ' |
Other comprehensive income (loss), net of taxes of $(484) and $442 | 725 | -663 |
Other comprehensive income (loss) | 2,607 | 2,712 |
Comprehensive income (loss) | ($13,235) | ($10,029) |
CONDENSED_CONSOLIDATED_STATEME2
CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME (LOSS) (Parenthetical) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 30, 2014 | Mar. 31, 2013 |
CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME (LOSS) | ' | ' |
Unrealized net gain (loss) and other components of benefit plans, taxes | ($1,254) | ($2,250) |
Other comprehensive income (loss), taxes | ($484) | $442 |
CONDENSED_CONSOLIDATED_BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS (USD $) | Mar. 30, 2014 | Dec. 29, 2013 |
In Thousands, unless otherwise specified | ||
Current assets : | ' | ' |
Cash and cash equivalents | $96,359 | $80,811 |
Trade receivables (net of allowances of $5,906 in 2014 and $6,040 in 2013) | 127,212 | 167,490 |
Other receivables | 11,903 | 10,757 |
Newsprint, ink and other inventories | 27,315 | 26,539 |
Deferred income taxes | 20,033 | 20,033 |
Assets held for sale | 8,274 | 3,504 |
Other current assets | 31,044 | 27,386 |
Total current assets | 322,140 | 336,520 |
Property, plant and equipment, net | 436,822 | 458,705 |
Intangible assets: | ' | ' |
Identifiable intangibles - net | 451,653 | 465,966 |
Goodwill | 1,013,002 | 1,013,002 |
Total intangible assets | 1,464,655 | 1,478,968 |
Investments and other assets: | ' | ' |
Investments in unconsolidated companies | 311,702 | 300,569 |
Other assets | 42,354 | 42,873 |
Total investments and other assets | 354,056 | 343,442 |
TOTAL ASSETS | 2,577,673 | 2,617,635 |
Current liabilities: | ' | ' |
Current portion of long-term debt | 28,674 | 28,548 |
Accounts payable | 45,400 | 49,565 |
Accrued pension liabilities | 8,418 | 33,418 |
Accrued compensation | 42,061 | 38,636 |
Income taxes payable | 1,658 | 1,362 |
Unearned revenue | 69,239 | 67,377 |
Accrued interest | 28,705 | 15,044 |
Other accrued liabilities | 15,144 | 14,386 |
Total current liabilities | 239,299 | 248,336 |
Non-current liabilities: | ' | ' |
Long-term debt | 1,494,340 | 1,493,323 |
Deferred income taxes | 140,360 | 153,339 |
Pension and postretirement obligations | 389,392 | 394,209 |
Financing obligations | 39,646 | 40,264 |
Other long-term obligations | 47,824 | 47,778 |
Total non-current liabilities | 2,111,562 | 2,128,913 |
Commitments and contingencies | ' | ' |
Stockholders' equity: | ' | ' |
Additional paid-in capital | 2,224,517 | 2,221,834 |
Accumulated deficit | -1,693,215 | -1,677,373 |
Treasury stock at cost, 570,780 shares in 2014 and 11,207 shares in 2013 | -3,069 | -37 |
Accumulated other comprehensive loss | -302,294 | -304,901 |
Total stockholders' equity | 226,812 | 240,386 |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | 2,577,673 | 2,617,635 |
Common Class A | ' | ' |
Stockholders' equity: | ' | ' |
Common stock | 627 | 615 |
Common Class B | ' | ' |
Stockholders' equity: | ' | ' |
Common stock | $246 | $248 |
CONDENSED_CONSOLIDATED_BALANCE1
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) (USD $) | Mar. 30, 2014 | Dec. 29, 2013 |
In Thousands, except Share data, unless otherwise specified | ||
Trade receivables, allowance | $5,906 | $6,040 |
Common stock, par value (in dollars per share) | $0.01 | $0.01 |
Treasury stock, shares | 570,780 | 11,207 |
Common Class A | ' | ' |
Common stock, shares authorized | 200,000,000 | 200,000,000 |
Common stock, shares issued | 62,690,074 | 61,544,524 |
Common Class B | ' | ' |
Common stock, shares authorized | 60,000,000 | 60,000,000 |
Common stock, shares issued | 24,585,962 | 24,800,962 |
CONDENSED_CONSOLIDATED_STATEME3
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 30, 2014 | Mar. 31, 2013 |
CASH FLOWS FROM OPERATING ACTIVITIES: | ' | ' |
Net loss | ($15,842) | ($12,741) |
Reconciliation to net cash from operating activities: | ' | ' |
Depreciation and amortization | 40,488 | 30,446 |
(Gain) loss on disposal of equipment (including impairments) | 886 | -582 |
Contribution to qualified defined benefit pension plan | -25,000 | -7,500 |
Retirement benefit expense | 1,158 | 3,000 |
Stock-based compensation expense | 973 | 1,129 |
Equity income in unconsolidated companies | -9,558 | -9,161 |
Distributions of income from equity investments | 810 | ' |
Loss on extinguishment of debt | ' | 12,770 |
Other | -1,116 | -756 |
Changes in certain assets and liabilities: | ' | ' |
Trade receivables | 40,278 | 43,307 |
Inventories | -653 | 2,018 |
Other assets | -2,064 | -5,967 |
Accounts payable | -4,165 | -12,334 |
Accrued compensation | 3,425 | 2,445 |
Income taxes | -17,021 | 2,756 |
Accrued interest | 13,661 | 9,520 |
Other liabilities | 1,374 | 5,062 |
Net cash provided by operating activities | 27,634 | 63,412 |
CASH FLOWS FROM INVESTING ACTIVITIES: | ' | ' |
Purchases of property, plant and equipment | -9,533 | -5,107 |
Proceeds from sale of property, plant and equipment and other | 269 | 1,667 |
Equity investments and other-net | -1,000 | ' |
Net cash used in investing activities | -10,264 | -3,440 |
CASH FLOWS FROM FINANCING ACTIVITIES: | ' | ' |
Repurchase of public notes and related expenses | ' | -154,781 |
Other | -1,822 | -645 |
Net cash used in financing activities | -1,822 | -155,426 |
Increase (decrease) in cash and cash equivalents | 15,548 | -95,454 |
Cash and cash equivalents at beginning of period | 80,811 | 113,088 |
CASH AND CASH EQUIVALENTS AT END OF PERIOD | $96,359 | $17,634 |
SIGNIFICANT_ACCOUNTING_POLICIE
SIGNIFICANT ACCOUNTING POLICIES | 3 Months Ended | ||||||||||
Mar. 30, 2014 | |||||||||||
SIGNIFICANT ACCOUNTING POLICIES | ' | ||||||||||
SIGNIFICANT ACCOUNTING POLICIES | ' | ||||||||||
1. SIGNIFICANT ACCOUNTING POLICIES | |||||||||||
Business and Basis of Accounting | |||||||||||
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 one of the largest newspaper companies in the country, based on daily circulation, our operations have included 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. | |||||||||||
On April 8, 2014, we entered into a Stock Purchase Agreement to sell the outstanding capital stock of the Anchorage Daily News, Inc. for $34 million in cash. We completed the sale on May 5, 2014. See Note 7, Subsequent Events for further discussion. | |||||||||||
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, which operates the auto website Cars.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. See Note 2, Investments in Unconsolidated Companies for further discussion. | |||||||||||
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. The condensed consolidated financial statements include the Company and our subsidiaries. Intercompany items and transactions are eliminated. | |||||||||||
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 for the year ended December 29, 2013 ( “Form 10-K”). The fiscal periods included herein comprise 13 weeks for the first-quarter periods. | |||||||||||
Fair Value of Financial Instruments | |||||||||||
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: | |||||||||||
Level 1 – Unadjusted quoted prices available in active markets for identical investments as of the reporting date. | |||||||||||
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. | |||||||||||
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. | |||||||||||
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: | |||||||||||
Cash and cash equivalents, accounts receivable, and accounts payable. The carrying amount of these items approximates fair value. | |||||||||||
Long-term debt. The fair value of our 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 March 30, 2014, the estimated fair value and carrying value of our long-term debt was $1.7 billion and $1.5 billion, respectively. | |||||||||||
Certain assets are measured at fair value on a nonrecurring basis; that is, they are subject to fair value adjustments only in certain circumstances (for example, when there is evidence of impairment). Our non-financial assets measured at fair value on a nonrecurring basis in the accompanying condensed consolidated balance sheets as of March 30, 2014, were assets held for sale, goodwill, intangible assets not subject to amortization and equity method investments. All of these were measured using Level 3 inputs. We utilize valuation techniques that seek to maximize the use of observable inputs and minimize the use of unobservable inputs. | |||||||||||
Property, plant and equipment | |||||||||||
During the quarter ended March 30, 2014, we completed the acquisition of a new production facility for $5.2 million in cash. In addition, during the quarter ended March 30, 2014, we incurred $13.5 million in accelerated depreciation (i) related to the production equipment associated with outsourcing our printing process at one newspaper and (ii) resulting from moving the printing operations for another newspaper to the newly purchased production facility. During the quarter ended March 31, 2013, we incurred $2.1 million in accelerated depreciation related to our Miami operations move. | |||||||||||
Assets held for sale | |||||||||||
The increase in assets held for sale, during the quarter ended March 30, 2014, related primarily to identifying and beginning to actively market for sale one of our production facilities for a newspaper at which we outsourced our printing to a third-party. These assets consisted primarily of undeveloped land and buildings. In connection with the classification to assets held for sale, the carrying value of the land and office buildings were reduced to their estimated fair value less selling costs, as determined based on the current market conditions and the selling prices. As a result, an impairment charge of $0.9 million was recorded in the quarter ended March 30, 2014, and is included in other operating expenses on the condensed consolidated statements of operations. | |||||||||||
Intangible Assets and Goodwill | |||||||||||
Intangible assets (primarily advertiser lists, subscriber lists and developed technology), mastheads and goodwill consisted of the following: | |||||||||||
December 29, | Amortization | March 30, | |||||||||
(in thousands) | 2013 | Expense | 2014 | ||||||||
Intangible assets subject to amortization | $ | 835,461 | $ | — | $ | 835,461 | |||||
Accumulated amortization | -567,737 | -14,313 | -582,050 | ||||||||
267,724 | -14,313 | 253,411 | |||||||||
Mastheads | 198,242 | — | 198,242 | ||||||||
Goodwill | 1,013,002 | — | 1,013,002 | ||||||||
Total | $ | 1,478,968 | $ | -14,313 | $ | 1,464,655 | |||||
Amortization expense with respect to intangible assets is summarized below: | |||||||||||
Quarters Ended | |||||||||||
March 30, | March 31, | ||||||||||
(in thousands) | 2014 | 2013 | |||||||||
Amortization expense | $ | 14,313 | $ | 14,251 | |||||||
The estimated amortization expense for the remainder of fiscal year 2014 and the five succeeding fiscal years is as follows: | |||||||||||
Amortization | |||||||||||
Expense | |||||||||||
Year | (in thousands) | ||||||||||
2014 (remainder) | $ | 39,581 | |||||||||
2015 | 48,092 | ||||||||||
2016 | 47,721 | ||||||||||
2017 | 48,552 | ||||||||||
2018 | 46,977 | ||||||||||
2019 | 23,477 | ||||||||||
Accumulated Other Comprehensive Loss | |||||||||||
Our accumulated other comprehensive loss (“AOCL”) and reclassifications from AOCL, net of tax, consisted of the following: | |||||||||||
(in thousands) | Minimum | Other | Total | ||||||||
Pension and | Comprehensive | ||||||||||
Post- | Loss Related to | ||||||||||
Retirement | Equity | ||||||||||
Liability | Investments | ||||||||||
Beginning balance - December 29, 2013 | $ | -296,669 | $ | -8,232 | $ | -304,901 | |||||
Other comprehensive income (loss) before reclassifications | — | 725 | 725 | ||||||||
Amounts reclassified from AOCL | 1,882 | — | 1,882 | ||||||||
Other comprehensive income (loss) | 1,882 | 725 | 2,607 | ||||||||
Ending balance - March 30, 2014 | $ | -294,787 | $ | -7,507 | $ | -302,294 | |||||
Amount Reclassified from AOCL | |||||||||||
(in thousands) | |||||||||||
Quarters Ended | |||||||||||
March 30, | March 31, | Affected Line in the Condensed | |||||||||
AOCL Component | 2014 | 2013 | Consolidated Statements of Operations | ||||||||
Minimum pension and post-retirement liability | $ | 3,136 | $ | 5,625 | Compensation | ||||||
-1,254 | -2,250 | Provision for income taxes | |||||||||
$ | 1,882 | $ | 3,375 | Net of tax | |||||||
Income Taxes | |||||||||||
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. | |||||||||||
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) | |||||||||||
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: | |||||||||||
Quarters Ended | |||||||||||
March 30, | March 31, | ||||||||||
(shares in thousands) | 2014 | 2013 | |||||||||
Anti-dilutive stock options | 3,668 | 5,729 | |||||||||
Cash Flow Information | |||||||||||
Cash paid for interest and income taxes consisted of the following: | |||||||||||
Quarters Ended | |||||||||||
March 30, | March 31, | ||||||||||
(in thousands) | 2014 | 2013 | |||||||||
Interest paid (net of amount capitalized) | $ | 16,907 | $ | 21,885 | |||||||
Income taxes paid (net of refunds) | 4,691 | -8,214 | |||||||||
Other non-cash investing activities as of March 30, 2014, and March 31, 2013, related to purchases of property, plant and equipment (“PP&E”) on credit, were $1.0 million and $6.6 million, respectively. | |||||||||||
Recently Issued Accounting Pronouncements | |||||||||||
In April 2014, the Financial Accounting Standards Board issued Accounting Standards Update No. 2014-08 (ASU 2014-08) “Presentation of Financial Statements (Topic 205) and Property, Plant, and Equipment (Topic 360): Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity.” ASU 2014-08 raises the threshold for a disposal to qualify as a discontinued operation and requires new disclosures of both discontinued operations and certain other disposals that do not meet the definition of a discontinued operation. It is effective for annual periods beginning on or after December 15, 2014. Early adoption is permitted but only for disposals that have not been reported in financial statements previously issued. We are currently in the process of evaluating the impact of the adoption on our condensed consolidated financial statements. |
INVESTMENTS_IN_UNCONSOLIDATED_
INVESTMENTS IN UNCONSOLIDATED COMPANIES | 3 Months Ended | |||||||||
Mar. 30, 2014 | ||||||||||
INVESTMENTS IN UNCONSOLIDATED COMPANIES | ' | |||||||||
INVESTMENTS IN UNCONSOLIDATED COMPANIES | ' | |||||||||
2. INVESTMENTS IN UNCONSOLIDATED COMPANIES | ||||||||||
The carrying value of investments in unconsolidated companies consisted of the following: | ||||||||||
(in thousands) | % Ownership | March 30, | December 29, | |||||||
Company | Interest | 2014 | 2013 | |||||||
CareerBuilder, LLC | 15 | $ | 217,664 | $ | 214,579 | |||||
Classified Ventures, LLC | 25.6 | 80,418 | 73,692 | |||||||
Seattle Times Company (C-Corporation) | 49.5 | — | — | |||||||
Ponderay (general partnership) | 27 | 9,579 | 8,443 | |||||||
Other | Various | 4,041 | 3,855 | |||||||
$ | 311,702 | $ | 300,569 | |||||||
On April 1, 2014, Classified Ventures, LLC consummated the sale of its Apartments.com business for $585 million. Accordingly, we will record our share of the gain on the sale, which is expected to be between $140 million to $145 million, before taxes, during the quarter ending June 29, 2014. On April 1, 2014, we received a distribution of approximately $146.9 million from Classified Ventures, LLC, which is equal to our share of the proceeds from the sale. | ||||||||||
During the quarter ended March 30, 2014, our proportionate share of net income from certain investments listed in the table above was greater than 20% of our condensed consolidated net loss before taxes. Summarized condensed financial information, as provided to us by these certain investees, is as follows: | ||||||||||
Quarters Ended | ||||||||||
March 30, | March 31, | |||||||||
(in thousands) | 2014 | 2013 | ||||||||
Net revenues | $ | 135,105 | $ | 118,196 | ||||||
Gross profit | 121,584 | 107,428 | ||||||||
Operating income | 25,542 | 19,975 | ||||||||
Net income | 25,562 | 24,064 | ||||||||
LONGTERM_DEBT
LONG-TERM DEBT | 3 Months Ended | ||||||||||
Mar. 30, 2014 | |||||||||||
LONG-TERM DEBT | ' | ||||||||||
LONG-TERM DEBT | ' | ||||||||||
3. LONG-TERM DEBT | |||||||||||
Our long-term debt consisted of the following: | |||||||||||
Carrying Value | |||||||||||
Face Value at | March 30, | December 29, | |||||||||
March 30, | |||||||||||
(in thousands) | 2014 | 2014 | 2013 | ||||||||
Notes: | |||||||||||
9.00% senior secured notes due in 2022 | $ | 900,000 | $ | 900,000 | $ | 900,000 | |||||
4.625% notes due in 2014 | 28,965 | 28,674 | 28,548 | ||||||||
5.750% notes due in 2017 | 261,298 | 252,871 | 252,259 | ||||||||
7.150% debentures due in 2027 | 89,188 | 83,782 | 83,684 | ||||||||
6.875% debentures due in 2029 | 276,230 | 257,687 | 257,380 | ||||||||
Long-term debt | $ | 1,555,681 | $ | 1,523,014 | $ | 1,521,871 | |||||
Less current portion | 28,674 | 28,548 | |||||||||
Total long-term debt, net of current | $ | 1,494,340 | $ | 1,493,323 | |||||||
Our outstanding notes are stated net of unamortized discounts, if applicable, totaling $32.7 million and $33.8 million as of March 30, 2014, and December 29, 2013, respectively. | |||||||||||
Debt Repurchases | |||||||||||
We had no debt repurchases during the quarter ended March 30, 2014. During the quarter ended March 31, 2013, we redeemed or repurchased a total of $145.9 million of notes through the completion of our debt refinancing described below and through privately negotiated transactions. We redeemed or repurchased all of these notes at a price greater than par value and wrote off historical discounts related to the notes we purchased, which resulted in a loss on extinguishment of debt of $12.8 million in the quarter ended March 31, 2013. | |||||||||||
Credit Agreement | |||||||||||
Our Third Amended and Restated Credit Agreement (“Credit Agreement”), dated as of December 18, 2012, is secured by a first-priority security interest in certain of our assets as described below. As of March 30, 2014, there were $39.9 million face amounts of standby letters of credit outstanding and no other amounts drawn under the Credit Agreement. | |||||||||||
Under the Credit Agreement, we may borrow at either the London Interbank Offered Rate plus a spread ranging from 275 basis points to 425 basis points, or at a base rate plus a spread ranging from 175 basis points to 325 basis points, in each case based upon our consolidated total leverage ratio. The Credit Agreement provides for a commitment fee payable on the unused revolving credit ranging from 50 basis points to 62.5 basis points, based upon our consolidated total leverage ratio. | |||||||||||
Senior Secured Notes and Indenture | |||||||||||
In December 2012, we issued $910 million aggregate principal amount of 9.00% Senior Secured Notes due in 2022 (“9.00% Notes”). We received approximately $889 million net of financing costs in the offering and used the net proceeds, as well as cash on hand, to repurchase all of our outstanding $846 million in aggregate principal amount of the 11.50% Senior Secured Notes due in 2017 (“11.50% Notes”) in two separate transactions. In December 2012, we repurchased $762.4 million of the 11.50% Notes pursuant to a cash tender offer done in connection with the issuance of the 9.00% Notes. In the quarter ended March 31, 2013, we redeemed the remaining $83.6 million aggregate principal amount of 11.50% Notes not tendered in the tender offer and we recorded a loss on the extinguishment of debt of approximately $9.6 million related to the redemption. | |||||||||||
Our 9.00% Notes were issued in a private placement. In July 2013, the original 9.00% Notes (and associated guarantees) were exchanged, in a registered exchange, for new 9.00% Notes (and associated guarantees) that have terms substantially identical to the original notes except that the 9.00% Notes issued in the exchange are not subject to transfer restrictions and do not contain registration rights. | |||||||||||
Substantially all of our subsidiaries guarantee the obligations under the 9.00% Notes and the Credit Agreement. We own 100% of each of the guarantor subsidiaries and we have no significant independent assets or operations separate from the subsidiaries that guarantee our 9.00% Notes and the Credit Agreement. The guarantees provided by the guarantor subsidiaries are full and unconditional and joint and several, and the assets of any of our subsidiaries other than the subsidiary guarantors are minor. | |||||||||||
In addition, we have granted a security interest to the banks that are a party to the Credit Agreement and the trustee under the indenture governing the 9.00% Notes that include, but are not limited to, intangible assets, inventory, receivables and certain minority investments as collateral for the debt. The security interest does not include any PP&E, leasehold interests or improvements with respect to such PP&E which would be reflected on our condensed consolidated balance sheets or shares of stock and indebtedness of our subsidiaries. | |||||||||||
Covenants under the Senior Debt Agreements | |||||||||||
The financial covenants under the Credit Agreement require us to comply with a maximum consolidated total leverage ratio and a minimum consolidated interest coverage ratio, each measured quarterly. As of March 30, 2014, and for the remainder of the term of the Credit Agreement, we are required to maintain a consolidated total leverage ratio of not more than 6.00 to 1.00 and a consolidated interest coverage ratio of at least 1.50 to 1.00. As of March 30, 2014, we were in compliance with all financial debt covenants. | |||||||||||
The Credit Agreement also prohibits the payment of a dividend if a payment would not be permitted under the indenture for the 9.00% Notes (discussed below). Dividends under the indenture for the 9.00% Notes are allowed if the consolidated leverage ratio (as defined in the indenture) is less than 5.25 to 1.00 and we have sufficient amounts under our restricted payments basket (as defined in the indenture). | |||||||||||
The indenture for the 9.00% Notes includes a number of restrictive covenants that are applicable to us and our restricted subsidiaries. The covenants are subject to a number of important exceptions and qualifications set forth in the indenture for the 9.00% Notes. These covenants include, among other things, restrictions on our ability to incur additional debt; make investments and other restricted payments; pay dividends on capital stock or redeem or repurchase capital stock or certain of our outstanding notes or debentures prior to stated maturity; sell assets or enter into sale/leaseback transactions; create specified liens; create or permit restrictions on the ability of our restricted subsidiaries to pay dividends or make other distributions; engage in certain transactions with affiliates; and consolidate or merge with or into other companies or sell all or substantially all of the Company’s and our subsidiaries’ assets, taken as a whole. |
EMPLOYEE_BENEFITS
EMPLOYEE BENEFITS | 3 Months Ended | |||||||||
Mar. 30, 2014 | ||||||||||
EMPLOYEE BENEFITS | ' | |||||||||
EMPLOYEE BENEFITS | ' | |||||||||
4. EMPLOYEE BENEFITS | ||||||||||
We maintain a frozen noncontributory qualified defined benefit pension plan (“Pension Plan”) which covers certain current and former eligible employees. No new participants may enter the Pension Plan and no further benefits will accrue. However, years of service continue to count toward early retirement calculations and vesting of benefits previously earned. | ||||||||||
We also have a limited number of supplemental retirement plans to provide certain key current and former employees with additional retirement benefits. 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 retirement expense are as follows: | ||||||||||
Quarters Ended | ||||||||||
March 30, | March 31, | |||||||||
(in thousands) | 2014 | 2013 | ||||||||
Pension plans: | ||||||||||
Service cost | $ | 2,008 | $ | 1,400 | ||||||
Interest cost | 22,751 | 21,125 | ||||||||
Expected return on plan assets | (26,865 | ) | (25,275 | ) | ||||||
Prior service cost amortization | 3 | — | ||||||||
Actuarial loss | 4,002 | 6,375 | ||||||||
Net pension expense | 1,899 | 3,625 | ||||||||
Net post-retirement credit | (741 | ) | (625 | ) | ||||||
Net retirement expense | $ | 1,158 | $ | 3,000 | ||||||
In January 2014 and January 2013, we contributed $25.0 million and $7.5 million, respectively, of cash to the Pension Plan. We do not intend to make any additional material contributions to the Pension Plan during the remainder of fiscal year 2014. | ||||||||||
We have a deferred compensation plan (“401(k) plan”), which enables qualified employees to voluntarily defer compensation. The 401(k) plan includes a matching company contribution and a supplemental contribution that is tied to our performance. We temporarily suspended our matching contribution to the 401(k) plan in 2009 and as of March 30, 2014, we have not reinstated that benefit. |
COMMITMENTS_AND_CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 3 Months Ended |
Mar. 30, 2014 | |
COMMITMENTS AND CONTINGENCIES | ' |
COMMITMENTS AND CONTINGENCIES | ' |
5. COMMITMENTS AND CONTINGENCIES | |
We are subject to a variety of legal proceedings (including libel, employment, wage and hour, independent contractor and other legal actions) and governmental proceedings (including environmental matters) that arise from time to time in the ordinary course of our business. We are unable to estimate the amount or range of reasonably possible losses. However, we currently believe, after reviewing such actions with counsel, that the expected outcome of pending actions will not have a material effect on our condensed consolidated financial statements. No material amounts for any losses from litigation that may ultimately occur have been recorded in the condensed consolidated financial statements as we believe that any such losses are not probable. | |
We have certain indemnification obligations related to the sale of assets including but not limited to insurance claims and multi-employer pension plans of disposed newspaper operations. We believe the remaining obligations related to disposed assets will not be material to our financial position, results of operations or cash flows. | |
As of March 30, 2014, we had $39.9 million of standby letters of credit secured under the Credit Agreement (see Note 3 for further discussion). | |
STOCK_PLANS
STOCK PLANS | 3 Months Ended | |||||||||
Mar. 30, 2014 | ||||||||||
STOCK PLANS | ' | |||||||||
STOCK PLANS | ' | |||||||||
6. STOCK PLANS | ||||||||||
Stock Plans Activity | ||||||||||
The following table summarizes the restricted stock units (“RSUs”) activity during the quarter ended March 30, 2014: | ||||||||||
Weighted Average | ||||||||||
RSUs | Grant Date Fair Value | |||||||||
Nonvested - December 29, 2013 | 1,231,650 | $2.50 | ||||||||
Granted | 698,250 | $4.08 | ||||||||
Vested | (478,550 | ) | $2.67 | |||||||
Forfeited | (15,600 | ) | $2.46 | |||||||
Nonvested - March 30, 2014 | 1,435,750 | $3.57 | ||||||||
The total fair value of the RSUs that vested during the quarter ended March 30, 2014, was $2.5 million. | ||||||||||
The following table summarizes the stock appreciation rights (“SARs”) activity during the quarter ended March 30, 2014: | ||||||||||
Weighted | Aggregate | |||||||||
Average | Intrinsic | |||||||||
Options/ | Exercise | Value | ||||||||
SARs | Price | (in thousands) | ||||||||
Outstanding December 29, 2013 | 6,110,500 | $9.69 | $2,384 | |||||||
Exercised | (443,000 | ) | $3.07 | $841 | ||||||
Forfeited | (36,750 | ) | $3.55 | |||||||
Expired | (43,500 | ) | $11.47 | |||||||
Outstanding March 30, 2014 | 5,587,250 | $10.24 | $13,202 | |||||||
Stock-Based Compensation | ||||||||||
All stock-based payments, including grants of stock appreciation rights, restricted stock units and common stock under equity incentive plans, are recognized in the financial statements based on their grant date fair values. At March 30, 2014, we had three stock-based compensation plans. Stock-based compensation expenses are reported in the compensation line item in the condensed consolidated statements of operations. Total stock-based compensation expense for the periods presented in this report is summarized below: | ||||||||||
Quarters Ended | ||||||||||
March 30, | March 31, | |||||||||
(in thousands) | 2014 | 2013 | ||||||||
Stock-based compensation expense | $ | 973 | $ | 1,129 | ||||||
SUBSEQUENT_EVENTS
SUBSEQUENT EVENTS | 3 Months Ended |
Mar. 30, 2014 | |
SUBSEQUENT EVENTS | ' |
SUBSEQUENT EVENTS | ' |
7. SUBSEQUENT EVENTS | |
In addition to the subsequent event disclosed in Note 2, on April 8, 2014, we entered into a definitive Stock Purchase Agreement to sell outstanding capital stock of the Anchorage Daily News, Inc. to Alaska Dispatch Publishing LLC for $34 million in cash. The proceeds, net of tax, are expected to be approximately $24 million. We completed the sale on May 5, 2014. |
SIGNIFICANT_ACCOUNTING_POLICIE1
SIGNIFICANT ACCOUNTING POLICIES (Policies) | 3 Months Ended | ||||||||||
Mar. 30, 2014 | |||||||||||
SIGNIFICANT ACCOUNTING POLICIES | ' | ||||||||||
Business and Basis of Accounting | ' | ||||||||||
Business and Basis of Accounting | |||||||||||
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 one of the largest newspaper companies in the country, based on daily circulation, our operations have included 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. | |||||||||||
On April 8, 2014, we entered into a Stock Purchase Agreement to sell the outstanding capital stock of the Anchorage Daily News, Inc. for $34 million in cash. We completed the sale on May 5, 2014. See Note 7, Subsequent Events for further discussion. | |||||||||||
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, which operates the auto website Cars.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. See Note 2, Investments in Unconsolidated Companies for further discussion. | |||||||||||
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. The condensed consolidated financial statements include the Company and our subsidiaries. Intercompany items and transactions are eliminated. | |||||||||||
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 for the year ended December 29, 2013 ( “Form 10-K”). The fiscal periods included herein comprise 13 weeks for the first-quarter periods. | |||||||||||
Fair Value of Financial Instruments | ' | ||||||||||
Fair Value of Financial Instruments | |||||||||||
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: | |||||||||||
Level 1 – Unadjusted quoted prices available in active markets for identical investments as of the reporting date. | |||||||||||
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. | |||||||||||
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. | |||||||||||
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: | |||||||||||
Cash and cash equivalents, accounts receivable, and accounts payable. The carrying amount of these items approximates fair value. | |||||||||||
Long-term debt. The fair value of our 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 March 30, 2014, the estimated fair value and carrying value of our long-term debt was $1.7 billion and $1.5 billion, respectively. | |||||||||||
Certain assets are measured at fair value on a nonrecurring basis; that is, they are subject to fair value adjustments only in certain circumstances (for example, when there is evidence of impairment). Our non-financial assets measured at fair value on a nonrecurring basis in the accompanying condensed consolidated balance sheets as of March 30, 2014, were assets held for sale, goodwill, intangible assets not subject to amortization and equity method investments. All of these were measured using Level 3 inputs. We utilize valuation techniques that seek to maximize the use of observable inputs and minimize the use of unobservable inputs. | |||||||||||
Property, plant and equipment | ' | ||||||||||
Property, plant and equipment | |||||||||||
During the quarter ended March 30, 2014, we completed the acquisition of a new production facility for $5.2 million in cash. In addition, during the quarter ended March 30, 2014, we incurred $13.5 million in accelerated depreciation (i) related to the production equipment associated with outsourcing our printing process at one newspaper and (ii) resulting from moving the printing operations for another newspaper to the newly purchased production facility. During the quarter ended March 31, 2013, we incurred $2.1 million in accelerated depreciation related to our Miami operations move. | |||||||||||
Assets held for sale | ' | ||||||||||
Assets held for sale | |||||||||||
The increase in assets held for sale, during the quarter ended March 30, 2014, related primarily to identifying and beginning to actively market for sale one of our production facilities for a newspaper at which we outsourced our printing to a third-party. These assets consisted primarily of undeveloped land and buildings. In connection with the classification to assets held for sale, the carrying value of the land and office buildings were reduced to their estimated fair value less selling costs, as determined based on the current market conditions and the selling prices. As a result, an impairment charge of $0.9 million was recorded in the quarter ended March 30, 2014, and is included in other operating expenses on the condensed consolidated statements of operations. | |||||||||||
Intangible Assets and Goodwill | ' | ||||||||||
Intangible Assets and Goodwill | |||||||||||
Intangible assets (primarily advertiser lists, subscriber lists and developed technology), mastheads and goodwill consisted of the following: | |||||||||||
December 29, | Amortization | March 30, | |||||||||
(in thousands) | 2013 | Expense | 2014 | ||||||||
Intangible assets subject to amortization | $ | 835,461 | $ | — | $ | 835,461 | |||||
Accumulated amortization | -567,737 | -14,313 | -582,050 | ||||||||
267,724 | -14,313 | 253,411 | |||||||||
Mastheads | 198,242 | — | 198,242 | ||||||||
Goodwill | 1,013,002 | — | 1,013,002 | ||||||||
Total | $ | 1,478,968 | $ | -14,313 | $ | 1,464,655 | |||||
Amortization expense with respect to intangible assets is summarized below: | |||||||||||
Quarters Ended | |||||||||||
March 30, | March 31, | ||||||||||
(in thousands) | 2014 | 2013 | |||||||||
Amortization expense | $ | 14,313 | $ | 14,251 | |||||||
The estimated amortization expense for the remainder of fiscal year 2014 and the five succeeding fiscal years is as follows: | |||||||||||
Amortization | |||||||||||
Expense | |||||||||||
Year | (in thousands) | ||||||||||
2014 (remainder) | $ | 39,581 | |||||||||
2015 | 48,092 | ||||||||||
2016 | 47,721 | ||||||||||
2017 | 48,552 | ||||||||||
2018 | 46,977 | ||||||||||
2019 | 23,477 | ||||||||||
Accumulated Other Comprehensive Loss | ' | ||||||||||
Accumulated Other Comprehensive Loss | |||||||||||
Our accumulated other comprehensive loss (“AOCL”) and reclassifications from AOCL, net of tax, consisted of the following: | |||||||||||
(in thousands) | Minimum | Other | Total | ||||||||
Pension and | Comprehensive | ||||||||||
Post- | Loss Related to | ||||||||||
Retirement | Equity | ||||||||||
Liability | Investments | ||||||||||
Beginning balance - December 29, 2013 | $ | -296,669 | $ | -8,232 | $ | -304,901 | |||||
Other comprehensive income (loss) before reclassifications | — | 725 | 725 | ||||||||
Amounts reclassified from AOCL | 1,882 | — | 1,882 | ||||||||
Other comprehensive income (loss) | 1,882 | 725 | 2,607 | ||||||||
Ending balance - March 30, 2014 | $ | -294,787 | $ | -7,507 | $ | -302,294 | |||||
Amount Reclassified from AOCL | |||||||||||
(in thousands) | |||||||||||
Quarters Ended | |||||||||||
March 30, | March 31, | Affected Line in the Condensed | |||||||||
AOCL Component | 2014 | 2013 | Consolidated Statements of Operations | ||||||||
Minimum pension and post-retirement liability | $ | 3,136 | $ | 5,625 | Compensation | ||||||
-1,254 | -2,250 | Provision for income taxes | |||||||||
$ | 1,882 | $ | 3,375 | Net of tax | |||||||
Income Taxes | ' | ||||||||||
Income Taxes | |||||||||||
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. | |||||||||||
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) | |||||||||||
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: | |||||||||||
Quarters Ended | |||||||||||
March 30, | March 31, | ||||||||||
(shares in thousands) | 2014 | 2013 | |||||||||
Anti-dilutive stock options | 3,668 | 5,729 | |||||||||
Cash Flow Information | ' | ||||||||||
Cash Flow Information | |||||||||||
Cash paid for interest and income taxes consisted of the following: | |||||||||||
Quarters Ended | |||||||||||
March 30, | March 31, | ||||||||||
(in thousands) | 2014 | 2013 | |||||||||
Interest paid (net of amount capitalized) | $ | 16,907 | $ | 21,885 | |||||||
Income taxes paid (net of refunds) | 4,691 | -8,214 | |||||||||
Other non-cash investing activities as of March 30, 2014, and March 31, 2013, related to purchases of property, plant and equipment (“PP&E”) on credit, were $1.0 million and $6.6 million, respectively. | |||||||||||
Recently Issued Accounting Pronouncements | ' | ||||||||||
Recently Issued Accounting Pronouncements | |||||||||||
In April 2014, the Financial Accounting Standards Board issued Accounting Standards Update No. 2014-08 (ASU 2014-08) “Presentation of Financial Statements (Topic 205) and Property, Plant, and Equipment (Topic 360): Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity.” ASU 2014-08 raises the threshold for a disposal to qualify as a discontinued operation and requires new disclosures of both discontinued operations and certain other disposals that do not meet the definition of a discontinued operation. It is effective for annual periods beginning on or after December 15, 2014. Early adoption is permitted but only for disposals that have not been reported in financial statements previously issued. We are currently in the process of evaluating the impact of the adoption on our condensed consolidated financial statements. | |||||||||||
SIGNIFICANT_ACCOUNTING_POLICIE2
SIGNIFICANT ACCOUNTING POLICIES (Tables) | 3 Months Ended | ||||||||||
Mar. 30, 2014 | |||||||||||
SIGNIFICANT ACCOUNTING POLICIES | ' | ||||||||||
Schedule of intangible assets (primarily advertiser lists, subscriber lists and developed technology) mastheads and goodwill | ' | ||||||||||
December 29, | Amortization | March 30, | |||||||||
(in thousands) | 2013 | Expense | 2014 | ||||||||
Intangible assets subject to amortization | $ | 835,461 | $ | — | $ | 835,461 | |||||
Accumulated amortization | -567,737 | -14,313 | -582,050 | ||||||||
267,724 | -14,313 | 253,411 | |||||||||
Mastheads | 198,242 | — | 198,242 | ||||||||
Goodwill | 1,013,002 | — | 1,013,002 | ||||||||
Total | $ | 1,478,968 | $ | -14,313 | $ | 1,464,655 | |||||
Summary of amortization expense with respect to intangible assets | ' | ||||||||||
Quarters Ended | |||||||||||
March 30, | March 31, | ||||||||||
(in thousands) | 2014 | 2013 | |||||||||
Amortization expense | $ | 14,313 | $ | 14,251 | |||||||
Amortization expense for the five succeeding fiscal years | ' | ||||||||||
The estimated amortization expense for the remainder of fiscal year 2014 and the five succeeding fiscal years is as follows: | |||||||||||
Amortization | |||||||||||
Expense | |||||||||||
Year | (in thousands) | ||||||||||
2014 (remainder) | $ | 39,581 | |||||||||
2015 | 48,092 | ||||||||||
2016 | 47,721 | ||||||||||
2017 | 48,552 | ||||||||||
2018 | 46,977 | ||||||||||
2019 | 23,477 | ||||||||||
Schedule of components of accumulated other comprehensive loss and reclassifications, net of tax | ' | ||||||||||
(in thousands) | Minimum | Other | Total | ||||||||
Pension and | Comprehensive | ||||||||||
Post- | Loss Related to | ||||||||||
Retirement | Equity | ||||||||||
Liability | Investments | ||||||||||
Beginning balance - December 29, 2013 | $ | -296,669 | $ | -8,232 | $ | -304,901 | |||||
Other comprehensive income (loss) before reclassifications | — | 725 | 725 | ||||||||
Amounts reclassified from AOCL | 1,882 | — | 1,882 | ||||||||
Other comprehensive income (loss) | 1,882 | 725 | 2,607 | ||||||||
Ending balance - March 30, 2014 | $ | -294,787 | $ | -7,507 | $ | -302,294 | |||||
Amount Reclassified from AOCL | |||||||||||
(in thousands) | |||||||||||
Quarters Ended | |||||||||||
March 30, | March 31, | Affected Line in the Condensed | |||||||||
AOCL Component | 2014 | 2013 | Consolidated Statements of Operations | ||||||||
Minimum pension and post-retirement liability | $ | 3,136 | $ | 5,625 | Compensation | ||||||
-1,254 | -2,250 | Provision for income taxes | |||||||||
$ | 1,882 | $ | 3,375 | Net of tax | |||||||
Summary of anti-dilutive stock options | ' | ||||||||||
Quarters Ended | |||||||||||
March 30, | March 31, | ||||||||||
(shares in thousands) | 2014 | 2013 | |||||||||
Anti-dilutive stock options | 3,668 | 5,729 | |||||||||
Schedule of cash paid for interest and income taxes | ' | ||||||||||
Quarters Ended | |||||||||||
March 30, | March 31, | ||||||||||
(in thousands) | 2014 | 2013 | |||||||||
Interest paid (net of amount capitalized) | $ | 16,907 | $ | 21,885 | |||||||
Income taxes paid (net of refunds) | 4,691 | -8,214 | |||||||||
INVESTMENTS_IN_UNCONSOLIDATED_1
INVESTMENTS IN UNCONSOLIDATED COMPANIES (Tables) | 3 Months Ended | |||||||||
Mar. 30, 2014 | ||||||||||
INVESTMENTS IN UNCONSOLIDATED COMPANIES | ' | |||||||||
Summary of carrying value of investments in unconsolidated companies | ' | |||||||||
(in thousands) | % Ownership | March 30, | December 29, | |||||||
Company | Interest | 2014 | 2013 | |||||||
CareerBuilder, LLC | 15 | $ | 217,664 | $ | 214,579 | |||||
Classified Ventures, LLC | 25.6 | 80,418 | 73,692 | |||||||
Seattle Times Company (C-Corporation) | 49.5 | — | — | |||||||
Ponderay (general partnership) | 27 | 9,579 | 8,443 | |||||||
Other | Various | 4,041 | 3,855 | |||||||
$ | 311,702 | $ | 300,569 | |||||||
Summary of condensed financial information as provided by certain investees | ' | |||||||||
Quarters Ended | ||||||||||
March 30, | March 31, | |||||||||
(in thousands) | 2014 | 2013 | ||||||||
Net revenues | $ | 135,105 | $ | 118,196 | ||||||
Gross profit | 121,584 | 107,428 | ||||||||
Operating income | 25,542 | 19,975 | ||||||||
Net income | 25,562 | 24,064 | ||||||||
LONGTERM_DEBT_Tables
LONG-TERM DEBT (Tables) | 3 Months Ended | ||||||||||
Mar. 30, 2014 | |||||||||||
LONG-TERM DEBT | ' | ||||||||||
Summary of company's long-term debt | ' | ||||||||||
Carrying Value | |||||||||||
Face Value at | March 30, | December 29, | |||||||||
March 30, | |||||||||||
(in thousands) | 2014 | 2014 | 2013 | ||||||||
Notes: | |||||||||||
9.00% senior secured notes due in 2022 | $ | 900,000 | $ | 900,000 | $ | 900,000 | |||||
4.625% notes due in 2014 | 28,965 | 28,674 | 28,548 | ||||||||
5.750% notes due in 2017 | 261,298 | 252,871 | 252,259 | ||||||||
7.150% debentures due in 2027 | 89,188 | 83,782 | 83,684 | ||||||||
6.875% debentures due in 2029 | 276,230 | 257,687 | 257,380 | ||||||||
Long-term debt | $ | 1,555,681 | $ | 1,523,014 | $ | 1,521,871 | |||||
Less current portion | 28,674 | 28,548 | |||||||||
Total long-term debt, net of current | $ | 1,494,340 | $ | 1,493,323 |
EMPLOYEE_BENEFITS_Tables
EMPLOYEE BENEFITS (Tables) | 3 Months Ended | |||||||||
Mar. 30, 2014 | ||||||||||
EMPLOYEE BENEFITS | ' | |||||||||
Schedule of elements of retirement expense | ' | |||||||||
Quarters Ended | ||||||||||
March 30, | March 31, | |||||||||
(in thousands) | 2014 | 2013 | ||||||||
Pension plans: | ||||||||||
Service cost | $ | 2,008 | $ | 1,400 | ||||||
Interest cost | 22,751 | 21,125 | ||||||||
Expected return on plan assets | (26,865 | ) | (25,275 | ) | ||||||
Prior service cost amortization | 3 | — | ||||||||
Actuarial loss | 4,002 | 6,375 | ||||||||
Net pension expense | 1,899 | 3,625 | ||||||||
Net post-retirement credit | (741 | ) | (625 | ) | ||||||
Net retirement expense | $ | 1,158 | $ | 3,000 |
STOCK_PLANS_Tables
STOCK PLANS (Tables) | 3 Months Ended | |||||||||
Mar. 30, 2014 | ||||||||||
STOCK PLANS | ' | |||||||||
Summary of the restricted stock units ("RSUs") activity | ' | |||||||||
Weighted Average | ||||||||||
RSUs | Grant Date Fair Value | |||||||||
Nonvested - December 29, 2013 | 1,231,650 | $2.50 | ||||||||
Granted | 698,250 | $4.08 | ||||||||
Vested | (478,550 | ) | $2.67 | |||||||
Forfeited | (15,600 | ) | $2.46 | |||||||
Nonvested - March 30, 2014 | 1,435,750 | $3.57 | ||||||||
Summary of the stock appreciation rights ("SARs") activity | ' | |||||||||
Weighted | Aggregate | |||||||||
Average | Intrinsic | |||||||||
Options/ | Exercise | Value | ||||||||
SARs | Price | (in thousands) | ||||||||
Outstanding December 29, 2013 | 6,110,500 | $9.69 | $2,384 | |||||||
Exercised | (443,000 | ) | $3.07 | $841 | ||||||
Forfeited | (36,750 | ) | $3.55 | |||||||
Expired | (43,500 | ) | $11.47 | |||||||
Outstanding March 30, 2014 | 5,587,250 | $10.24 | $13,202 | |||||||
Summary of stock-based compensation expense | ' | |||||||||
Quarters Ended | ||||||||||
March 30, | March 31, | |||||||||
(in thousands) | 2014 | 2013 | ||||||||
Stock-based compensation expense | $ | 973 | $ | 1,129 | ||||||
SIGNIFICANT_ACCOUNTING_POLICIE3
SIGNIFICANT ACCOUNTING POLICIES (Details) (USD $) | 3 Months Ended | ||
Mar. 30, 2014 | Mar. 31, 2013 | Dec. 29, 2013 | |
newspaper | |||
SIGNIFICANT ACCOUNTING POLICIES | ' | ' | ' |
Number of daily newspapers | 30 | ' | ' |
Number of days in a fiscal quarter | '91 days | ' | ' |
Long-term debt fair value disclosure | ' | ' | ' |
Estimated fair value of long-term debt | $1,700,000,000 | ' | ' |
Carrying value of long-term debt | 1,523,014,000 | ' | 1,521,871,000 |
Property, plant and equipment | ' | ' | ' |
Acquisition of a new production facility in cash | 5,200,000 | ' | ' |
Accelerated depreciation incurred | 13,500,000 | 2,100,000 | ' |
Assets held for sale | ' | ' | ' |
Impairment charge of assets held for sale | 900,000 | ' | ' |
Intangible assets subject to amortization, gross | ' | ' | ' |
Balance at the beginning of the period | 835,461,000 | ' | ' |
Balance at the end of the period | 835,461,000 | ' | ' |
Accumulated amortization | ' | ' | ' |
Balance at the beginning of the period | -567,737,000 | ' | ' |
Amortization Expense | -14,313,000 | -14,251,000 | ' |
Balance at the end of the period | -582,050,000 | ' | ' |
Intangible assets subject to amortization, net | ' | ' | ' |
Balance at the beginning of the period | 267,724,000 | ' | ' |
Amortization Expense | -14,313,000 | -14,251,000 | ' |
Balance at the end of the period | 253,411,000 | ' | ' |
Mastheads | ' | ' | ' |
Balance at the beginning of the period | 198,242,000 | ' | ' |
Balance at the end of the period | 198,242,000 | ' | ' |
Goodwill | ' | ' | ' |
Balance at the beginning of the period | 1,013,002,000 | ' | ' |
Balance at the end of the period | 1,013,002,000 | ' | ' |
Total | ' | ' | ' |
Balance at the beginning of the period | 1,478,968,000 | ' | ' |
Amortization Expense | -14,313,000 | -14,251,000 | ' |
Balance at the end of the period | 1,464,655,000 | ' | ' |
Amortization expense with respect to intangible assets | ' | ' | ' |
Amortization expense | 14,313,000 | 14,251,000 | ' |
Estimated amortization expense | ' | ' | ' |
2014 (remainder) | 39,581,000 | ' | ' |
2015 | 48,092,000 | ' | ' |
2016 | 47,721,000 | ' | ' |
2017 | 48,552,000 | ' | ' |
2018 | 46,977,000 | ' | ' |
2019 | $23,477,000 | ' | ' |
Career Builder LLC | ' | ' | ' |
Related Party Transaction | ' | ' | ' |
Ownership Interest (as a percent) | 15.00% | ' | ' |
Classified Ventures LLC | ' | ' | ' |
Related Party Transaction | ' | ' | ' |
Ownership Interest (as a percent) | 25.60% | ' | ' |
Home Finder LLC | ' | ' | ' |
Related Party Transaction | ' | ' | ' |
Ownership Interest (as a percent) | 33.30% | ' | ' |
Wanderful Media | ' | ' | ' |
Related Party Transaction | ' | ' | ' |
Ownership Interest (as a percent) | 12.20% | ' | ' |
SIGNIFICANT_ACCOUNTING_POLICIE4
SIGNIFICANT ACCOUNTING POLICIES (Details 2) (Subsequent event, Anchorage Daily News, USD $) | 0 Months Ended |
In Millions, unless otherwise specified | Apr. 08, 2014 |
Subsequent event | Anchorage Daily News | ' |
Subsequent event | ' |
Cash received | $34 |
SIGNIFICANT_ACCOUNTING_POLICIE5
SIGNIFICANT ACCOUNTING POLICIES (Details 3) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 30, 2014 | Mar. 31, 2013 |
Changes in accumulated other comprehensive loss | ' | ' |
Balance at the beginning of the period | ($304,901) | ' |
Other comprehensive income (loss) before reclassifications | 725 | ' |
Amounts reclassified from AOCL | 1,882 | ' |
Other comprehensive income (loss) | 2,607 | 2,712 |
Balance at the end of the period | -302,294 | ' |
Compensation | 111,116 | 112,576 |
Provision for income taxes | -12,246 | -5,725 |
Net of tax | 15,842 | 12,741 |
Minimum Pension and Post-Retirement Liability | ' | ' |
Changes in accumulated other comprehensive loss | ' | ' |
Balance at the beginning of the period | -296,669 | ' |
Amounts reclassified from AOCL | 1,882 | ' |
Other comprehensive income (loss) | 1,882 | ' |
Balance at the end of the period | -294,787 | ' |
Minimum Pension and Post-Retirement Liability | Amount Reclassified from AOCI | ' | ' |
Changes in accumulated other comprehensive loss | ' | ' |
Compensation | 3,136 | 5,625 |
Provision for income taxes | -1,254 | -2,250 |
Net of tax | 1,882 | 3,375 |
Other Comprehensive Loss Related to Equity Investments | ' | ' |
Changes in accumulated other comprehensive loss | ' | ' |
Balance at the beginning of the period | -8,232 | ' |
Other comprehensive income (loss) before reclassifications | 725 | ' |
Other comprehensive income (loss) | 725 | ' |
Balance at the end of the period | ($7,507) | ' |
SIGNIFICANT_ACCOUNTING_POLICIE6
SIGNIFICANT ACCOUNTING POLICIES (Details 4) (Anti-dilutive stock options, restricted stock units and restricted stock) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 30, 2014 | Mar. 31, 2013 |
Anti-dilutive stock options, restricted stock units and restricted stock | ' | ' |
Weighted average anti-dilutive stock options | ' | ' |
Anti-dilutive stock options (in shares) | 3,668 | 5,729 |
SIGNIFICANT_ACCOUNTING_POLICIE7
SIGNIFICANT ACCOUNTING POLICIES (Details 5) (USD $) | 3 Months Ended | |
Mar. 30, 2014 | Mar. 31, 2013 | |
Cash paid for interest and income taxes | ' | ' |
Interest paid (net of amount capitalized) | $16,907,000 | $21,885,000 |
Income taxes paid (net of refunds) | 4,691,000 | -8,214,000 |
Other non-cash investing activities | ' | ' |
Non-cash investing activities related to purchases of PP&E on credit | $1,000,000 | $6,600,000 |
INVESTMENTS_IN_UNCONSOLIDATED_2
INVESTMENTS IN UNCONSOLIDATED COMPANIES (Details) (USD $) | 3 Months Ended | 0 Months Ended | |||||||||||||
Mar. 30, 2014 | Mar. 31, 2013 | Dec. 29, 2013 | Mar. 30, 2014 | Dec. 29, 2013 | Mar. 30, 2014 | Dec. 29, 2013 | Apr. 01, 2014 | Apr. 01, 2014 | Apr. 01, 2014 | Mar. 30, 2014 | Mar. 30, 2014 | Dec. 29, 2013 | Mar. 30, 2014 | Dec. 29, 2013 | |
Career Builder LLC | Career Builder LLC | Classified Ventures LLC | Classified Ventures LLC | Classified Ventures LLC | Classified Ventures LLC | Classified Ventures LLC | Seattle Times Company (C-Corporation) | Ponderay (general partnership) | Ponderay (general partnership) | Other | Other | ||||
Apartments.com business | Apartments.com business | Apartments.com business | |||||||||||||
Subsequent event | Minimum | Maximum | |||||||||||||
Subsequent event | Subsequent event | ||||||||||||||
Expected | Expected | ||||||||||||||
Investments in unconsolidated companies and joint ventures | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Ownership Interest (as a percent) | ' | ' | ' | 15.00% | ' | 25.60% | ' | ' | ' | ' | 49.50% | 27.00% | ' | ' | ' |
Investments in unconsolidated companies | $311,702,000 | ' | $300,569,000 | $217,664,000 | $214,579,000 | $80,418,000 | $73,692,000 | ' | ' | ' | ' | $9,579,000 | $8,443,000 | $4,041,000 | $3,855,000 |
Sale value of business | ' | ' | ' | ' | ' | ' | ' | 585,000,000 | ' | ' | ' | ' | ' | ' | ' |
Share of the gain on sale | ' | ' | ' | ' | ' | ' | ' | ' | 140,000,000 | 145,000,000 | ' | ' | ' | ' | ' |
Distribution received from equity investee | $9,558,000 | $9,161,000 | ' | ' | ' | ' | ' | $146,900,000 | ' | ' | ' | ' | ' | ' | ' |
INVESTMENTS_IN_UNCONSOLIDATED_3
INVESTMENTS IN UNCONSOLIDATED COMPANIES (Details 2) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 30, 2014 | Mar. 31, 2013 |
Condensed financial information | ' | ' |
Net revenues | $135,105 | $118,196 |
Gross profit | 121,584 | 107,428 |
Operating income | 25,542 | 19,975 |
Net income | $25,562 | $24,064 |
Minimum | ' | ' |
INVESTMENTS IN UNCONSOLIDATED COMPANIES | ' | ' |
Proportionate share of net loss before taxes (as a percent) | 20.00% | ' |
LONGTERM_DEBT_Details
LONG-TERM DEBT (Details) (USD $) | Mar. 30, 2014 | Dec. 29, 2013 |
Long-term debt disclosures | ' | ' |
Face Value | $1,555,681,000 | ' |
Carrying Value | 1,523,014,000 | 1,521,871,000 |
Less current portion | 28,674,000 | 28,548,000 |
Total long-term debt, net of current | 1,494,340,000 | 1,493,323,000 |
Unamortized discounts | 32,700,000 | 33,800,000 |
9.00% senior secured notes due in 2022 | ' | ' |
Long-term debt disclosures | ' | ' |
Interest rate (as a percent) | 9.00% | ' |
Face Value | 900,000,000 | ' |
Carrying Value | 900,000,000 | 900,000,000 |
4.625% notes due in 2014 | ' | ' |
Long-term debt disclosures | ' | ' |
Interest rate (as a percent) | 4.63% | ' |
Face Value | 28,965,000 | ' |
Carrying Value | 28,674,000 | 28,548,000 |
5.750% notes due in 2017 | ' | ' |
Long-term debt disclosures | ' | ' |
Interest rate (as a percent) | 5.75% | ' |
Face Value | 261,298,000 | ' |
Carrying Value | 252,871,000 | 252,259,000 |
7.150% debentures due in 2027 | ' | ' |
Long-term debt disclosures | ' | ' |
Interest rate (as a percent) | 7.15% | ' |
Face Value | 89,188,000 | ' |
Carrying Value | 83,782,000 | 83,684,000 |
6.875% debentures due in 2029 | ' | ' |
Long-term debt disclosures | ' | ' |
Interest rate (as a percent) | 6.88% | ' |
Face Value | 276,230,000 | ' |
Carrying Value | $257,687,000 | $257,380,000 |
LONGTERM_DEBT_Details_2
LONG-TERM DEBT (Details 2) (USD $) | 3 Months Ended | |
Mar. 30, 2014 | Mar. 31, 2013 | |
Extinguishment of debt | ' | ' |
Face value of notes redeemed or repurchased | $0 | $145,900,000 |
Loss on extinguishment of debt | ' | $12,770,000 |
LONGTERM_DEBT_Details_3
LONG-TERM DEBT (Details 3) (USD $) | 3 Months Ended | 3 Months Ended | 1 Months Ended | 3 Months Ended | 1 Months Ended | |||||||||||
Mar. 31, 2013 | Mar. 30, 2014 | Mar. 30, 2014 | Mar. 30, 2014 | Mar. 30, 2014 | Mar. 30, 2014 | Mar. 30, 2014 | Mar. 30, 2014 | Mar. 30, 2014 | Mar. 30, 2014 | Mar. 30, 2014 | Dec. 30, 2012 | Mar. 31, 2013 | Dec. 30, 2012 | Mar. 30, 2014 | Jul. 31, 2012 | |
Revolving credit facility | Revolving credit facility | Revolving credit facility | Revolving credit facility | Revolving credit facility | Revolving credit facility | Revolving credit facility | Revolving credit facility | Revolving credit facility | Revolving credit facility | 11.50% senior secured notes due in 2017 | 11.50% senior secured notes due in 2017 | 9.00% Notes | 9.00% Notes | 9.00% Notes | ||
Period from quarter ended March 2013 through the quarter ended December 2013 | Minimum | Maximum | LIBOR | LIBOR | LIBOR | Base rate | Base rate | Base rate | item | Original notes | ||||||
Minimum | Maximum | Minimum | Maximum | |||||||||||||
LONG-TERM DEBT | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Outstanding letters of credit | ' | $39,900,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Draws under the credit agreement | ' | 0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Variable rate basis | ' | ' | ' | ' | ' | 'London Interbank Offered Rate | ' | ' | 'base rate | ' | ' | ' | ' | ' | ' | ' |
Basis spread on variable rate (as a percent) | ' | ' | ' | ' | ' | ' | 2.75% | 4.25% | ' | 1.75% | 3.25% | ' | ' | ' | ' | ' |
Commitment fees for the unused revolving credit (as a percent) | ' | ' | ' | 0.50% | 0.63% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
New borrowings | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 910,000,000 | ' | ' |
Interest rate (as a percent) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 11.50% | ' | 9.00% | 9.00% | 9.00% |
Net proceeds from offering | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 889,000,000 | ' | ' |
Amount of debt repurchased | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 846,000,000 | ' | ' | ' |
Number of transactions to repurchase debt | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2 | ' | ' | ' |
Aggregate principal amount of debt redeemed | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 762,400,000 | 83,600,000 | ' | ' | ' |
Loss on extinguishment of debt | $12,770,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $9,600,000 | ' | ' | ' |
Ownership percentage in each of the guarantor subsidiaries | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 100.00% | ' |
Maximum consolidated leverage ratio | ' | ' | 6 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Minimum consolidated interest coverage ratio | ' | 1.5 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Dividends restricted if consolidated leverage ratio is exceeded | ' | 5.25 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
EMPLOYEE_BENEFITS_Details
EMPLOYEE BENEFITS (Details) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 30, 2014 | Mar. 31, 2013 |
item | ||
EMPLOYEE BENEFITS | ' | ' |
Number of new participants | 0 | ' |
Retirement expense for continuing operations | ' | ' |
Net retirement expense | $1,158 | $3,000 |
Pension plan | ' | ' |
Retirement expense for continuing operations | ' | ' |
Service cost | 2,008 | 1,400 |
Interest cost | 22,751 | 21,125 |
Expected return on plan assets | -26,865 | -25,275 |
Prior service cost amortization | 3 | ' |
Actuarial loss | 4,002 | 6,375 |
Net retirement expense | 1,899 | 3,625 |
Post-retirement plans | ' | ' |
Retirement expense for continuing operations | ' | ' |
Net retirement expense | ($741) | ($625) |
EMPLOYEE_BENEFITS_Details_2
EMPLOYEE BENEFITS (Details 2) (Pension plan, USD $) | 1 Months Ended | |
In Millions, unless otherwise specified | Jan. 31, 2014 | Jan. 31, 2013 |
Pension plan | ' | ' |
EMPLOYEE BENEFITS | ' | ' |
Value of contributions to plan | $25 | $7.50 |
COMMITMENTS_AND_CONTINGENCIES_
COMMITMENTS AND CONTINGENCIES (Details) (Revolving credit facility, USD $) | Mar. 30, 2014 |
In Millions, unless otherwise specified | |
Revolving credit facility | ' |
Additional disclosures | ' |
Outstanding letters of credit | $39.90 |
STOCK_PLANS_Details
STOCK PLANS (Details) (USD $) | 3 Months Ended |
Mar. 30, 2014 | |
Options/SARs | ' |
Outstanding at the beginning of the period (in shares) | 6,110,500 |
Exercised (in shares) | -443,000 |
Forfeited (in shares) | -36,750 |
Expired (in shares) | -43,500 |
Outstanding at the end of the period (in shares) | 5,587,250 |
Weighted Average Exercise Price | ' |
Outstanding at the beginning of the period (in dollars per share) | $9.69 |
Exercised (in dollars per share) | $3.07 |
Forfeited (in dollars per share) | $3.55 |
Expired (in dollars per share) | $11.47 |
Outstanding at the end of the period (in dollars per share) | $10.24 |
Aggregate Intrinsic Value | ' |
Outstanding at the beginning of the period (in dollars) | $2,384,000 |
Exercised (in dollars) | 841,000 |
Outstanding at the end of the period (in dollars) | 13,202,000 |
RSUs | ' |
RSU's | ' |
Nonvested at the beginning of the period (in shares) | 1,231,650 |
Granted (in shares) | 698,250 |
Vested (in shares) | -478,550 |
Forfeited (in shares) | -15,600 |
Nonvested at the end of the period (in shares) | 1,435,750 |
Weighted Average Grant Date Fair Value | ' |
Outstanding at the beginning of the period (in dollars per share) | $2.50 |
Granted (in dollars per share) | $4.08 |
Vested (in dollars per share) | $2.67 |
Forfeited (in dollars per share) | $2.46 |
Outstanding at the end of the period (in dollars per share) | $3.57 |
Additional disclosures | ' |
Total fair value | $2,500,000 |
STOCK_PLANS_Details_2
STOCK PLANS (Details 2) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 30, 2014 | Mar. 31, 2013 |
item | ||
Stock Plans | ' | ' |
Number of stock-based compensation plans | 3 | ' |
Stock-based compensation expense | $973 | $1,129 |
SUBSEQUENT_EVENTS_Details
SUBSEQUENT EVENTS (Details) (Subsequent event, Anchorage Daily News, USD $) | 0 Months Ended |
In Millions, unless otherwise specified | Apr. 08, 2014 |
Subsequent event | ' |
Proceeds on sale of business | $34 |
Expected | ' |
Subsequent event | ' |
Proceeds on sale of business, net of tax | $24 |