Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 27, 2015 | Oct. 26, 2015 | |
Entity Registrant Name | MCCLATCHY CO | |
Entity Central Index Key | 1,056,087 | |
Document Type | 10-Q | |
Document Period End Date | Sep. 27, 2015 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-27 | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Accelerated Filer | |
Document Fiscal Year Focus | 2,015 | |
Document Fiscal Period Focus | Q3 | |
Common Class A | ||
Entity Common Stock, Shares Outstanding | 61,427,325 | |
Common Class B | ||
Entity Common Stock, Shares Outstanding | 24,431,962 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 27, 2015 | Sep. 28, 2014 | Sep. 27, 2015 | Sep. 28, 2014 | |
REVENUES - NET: | ||||
Advertising | $ 149,860 | $ 169,843 | $ 459,627 | $ 530,094 |
Audience | 89,310 | 91,344 | 273,361 | 271,114 |
Other | 12,041 | 11,712 | 37,761 | 35,253 |
Revenues, total | 251,211 | 272,899 | 770,749 | 836,461 |
OPERATING EXPENSES: | ||||
Compensation | 95,015 | 100,595 | 302,778 | 312,628 |
Newsprint, supplements and printing expenses | 22,583 | 27,649 | 71,882 | 84,009 |
Depreciation and amortization | 27,295 | 23,804 | 75,892 | 90,025 |
Other operating expenses | 97,929 | 102,301 | 301,503 | 307,616 |
Goodwill and other asset impairments (see Notes 1 and 2) | 300,429 | 1,024 | ||
Operating expenses, total | 242,822 | 254,349 | 1,052,484 | 795,302 |
OPERATING INCOME (LOSS) | 8,389 | 18,550 | (281,735) | 41,159 |
NON-OPERATING (EXPENSE) INCOME: | ||||
Interest expense | (21,230) | (33,126) | (65,740) | (100,013) |
Interest income | 64 | 14 | 197 | 64 |
Equity income in unconsolidated companies, net | 5,158 | 7,398 | 13,701 | 24,366 |
Gains related to equity investments | 11 | 8,093 | 145,904 | |
Gain on extinguishment of debt, net | 1,632 | 749 | ||
Other - net | (44) | 374 | (292) | 518 |
Non-operating (expense) income, total | (14,420) | (25,329) | (43,292) | 70,839 |
Income (loss) from continuing operations before income taxes | (6,031) | (6,779) | (325,027) | 111,998 |
Income tax provision (benefit) | (4,882) | (4,160) | (16,035) | 39,031 |
INCOME (LOSS) FROM CONTINUING OPERATIONS | (1,149) | (2,619) | (308,992) | 72,967 |
LOSS FROM DISCONTINUED OPERATIONS, NET OF TAXES | (141) | (1,620) | ||
NET INCOME (LOSS) | $ (1,149) | $ (2,760) | $ (308,992) | $ 71,347 |
Basic: | ||||
Income (loss) from continuing operations (in dollars per share) | $ (0.01) | $ (0.03) | $ (3.54) | $ 0.84 |
Loss from discontinued operations (in dollars per share) | (0.02) | |||
Net income (loss) per share (in dollars per share) | (0.01) | (0.03) | (3.54) | 0.82 |
Diluted: | ||||
Income (loss) from continuing operations - diluted (in dollars per share) | (0.01) | (0.03) | (3.54) | 0.83 |
Loss from discontinued operations - diluted (in dollars per share) | (0.02) | |||
Net income (loss) per share - diluted (in dollars per share) | $ (0.01) | $ (0.03) | $ (3.54) | $ 0.81 |
Weighted average number of common shares used to calculate basic and diluted earnings per share: | ||||
Basic (in shares) | 87,168 | 86,868 | 87,277 | 86,692 |
Diluted (in shares) | 87,168 | 86,868 | 87,277 | 88,441 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 27, 2015 | Sep. 28, 2014 | Sep. 27, 2015 | Sep. 28, 2014 | |
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) | ||||
Net Income (Loss) | $ (1,149) | $ (2,760) | $ (308,992) | $ 71,347 |
Pension and post retirement plans: | ||||
Unrealized net gain and other components of benefit plans, net of taxes of $(1,921), $(1,255), $(5,763) and $(3,763) | 2,881 | 1,882 | 8,645 | 5,645 |
Investment in unconsolidated companies: | ||||
Other comprehensive income (loss), net of taxes of $128, $98, $382 and $(405) | (192) | (147) | (572) | 607 |
Other comprehensive income | 2,689 | 1,735 | 8,073 | 6,252 |
Comprehensive income (loss) | $ 1,540 | $ (1,025) | $ (300,919) | $ 77,599 |
CONSOLIDATED STATEMENTS OF COM4
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 27, 2015 | Sep. 28, 2014 | Sep. 27, 2015 | Sep. 28, 2014 | |
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) | ||||
Unamortized net loss and other components of benefit plans, taxes | $ (1,921) | $ (1,255) | $ (5,763) | $ (3,763) |
Other comprehensive loss, taxes | $ 128 | $ 98 | $ 382 | $ (405) |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Sep. 27, 2015 | Dec. 28, 2014 |
Current assets: | ||
Cash and cash equivalents | $ 19,610 | $ 220,861 |
Trade receivables (net of allowances of $3,924 in 2015 and $5,900 in 2014) | 112,893 | 144,565 |
Other receivables | 36,212 | 36,780 |
Newsprint, ink and other inventories | 18,845 | 19,491 |
Deferred income taxes | 1,054 | 1,054 |
Assets held for sale | 11,876 | 173 |
Other current assets | 15,922 | 14,945 |
Total current assets | 216,412 | 437,869 |
Property, plant and equipment, net | 363,775 | 404,238 |
Intangible assets: | ||
Identifiable intangibles - net | 365,141 | 410,915 |
Goodwill | 705,174 | 996,115 |
Total intangible assets | 1,070,315 | 1,407,030 |
Investments and other assets: | ||
Investments in unconsolidated companies | 237,118 | 230,473 |
Other assets | 64,008 | 62,160 |
Total investments and other assets | 301,126 | 292,633 |
TOTAL ASSETS | 1,951,628 | 2,541,770 |
Current liabilities: | ||
Accounts payable | 38,198 | 49,095 |
Accrued pension liabilities | 8,529 | 8,529 |
Accrued compensation | 30,916 | 32,912 |
Income taxes payable | 5,352 | 186,805 |
Unearned revenue | 61,731 | 62,035 |
Accrued interest | 17,747 | 10,592 |
Other accrued liabilities | 17,941 | 14,957 |
Total current liabilities | 180,414 | 364,925 |
Non-current liabilities : | ||
Long-term debt | 932,880 | 994,812 |
Deferred income taxes | 1,938 | 26,162 |
Pension and postretirement obligations | 559,606 | 574,024 |
Financing obligations | 32,924 | 34,551 |
Other long-term obligations | 41,411 | 43,911 |
Total non-current liabilities | $ 1,568,759 | $ 1,673,460 |
Commitments and contingencies | ||
Stockholders' equity: | ||
Additional paid-in capital | $ 2,225,418 | $ 2,222,675 |
Accumulated deficit | (1,612,376) | (1,303,384) |
Treasury stock at cost, 2,308,155 shares in 2015 and 45,374 shares in 2014 | (2,936) | (175) |
Accumulated other comprehensive loss | (408,530) | (416,603) |
Total stockholders' equity | 202,455 | 503,385 |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | 1,951,628 | 2,541,770 |
Common Class A | ||
Stockholders' equity: | ||
Common stock | 635 | 626 |
Common Class B | ||
Stockholders' equity: | ||
Common stock | $ 244 | $ 246 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Sep. 27, 2015 | Dec. 28, 2014 |
Trade receivables, allowance | $ 3,924 | $ 5,900 |
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Treasury stock, shares | 2,308,155 | 45,374 |
Common Class A | ||
Common stock, shares authorized | 200,000,000 | 200,000,000 |
Common stock, shares issued | 63,518,026 | 62,600,676 |
Common Class B | ||
Common stock, shares authorized | 60,000,000 | 60,000,000 |
Common stock, shares issued | 24,431,962 | 24,585,962 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 27, 2015 | Sep. 28, 2014 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net Income (Loss) | $ (308,992) | $ 71,347 |
Less loss from discontinued operations, net of tax | (1,620) | |
Income (loss) from continuing operations | (308,992) | 72,967 |
Reconciliation to net cash from operating activities: | ||
Depreciation and amortization | 75,892 | 90,025 |
(Gains) loss on disposal of equipment (excluding asset impairments) | (83) | 270 |
Contribution to qualified defined benefit pension plan | (25,000) | |
Retirement benefit expense | 7,478 | 3,474 |
Stock-based compensation expense | 2,750 | 2,682 |
Equity income in unconsolidated companies | (13,701) | (24,366) |
Gains related to equity investments | (8,093) | (145,904) |
Distributions of income from equity investments | 7,500 | 148,176 |
Gain on extinguishment of debt, net | (749) | |
Goodwill and other asset impairments | 300,429 | 1,024 |
Other | (4,389) | (3,251) |
Changes in certain assets and liabilities: | ||
Trade receivables | 31,672 | 44,303 |
Inventories | 646 | 2,369 |
Other assets | (1,693) | 826 |
Accounts payable | (10,897) | (7,927) |
Accrued compensation | (1,996) | (5,828) |
Income taxes | (211,623) | (27,989) |
Accrued interest | 7,155 | 13,654 |
Other liabilities | (189) | 502 |
Net cash provided by (used in) continuing operations | (128,883) | 140,007 |
Net cash used in discontinued operations | (37) | |
Net cash provided by (used in) operating activities | (128,883) | 139,970 |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Purchases of property, plant and equipment | (10,766) | (20,005) |
Proceeds from sale of property, plant and equipment and other | 224 | 676 |
Purchase of insurance-related deposits | (6,770) | |
Distributions from equity investments | 7,460 | 1,444 |
Contributions to equity investments | (1,250) | (2,500) |
Equity investments and other-net | 633 | 1,686 |
Net cash used in continuing operations | (3,699) | (25,469) |
Net cash provided by discontinued operations | 32,953 | |
Net cash provided by (used in) investing activities | (3,699) | 7,484 |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Repurchase of public notes and related expenses | (64,281) | |
Other | (4,388) | (3,181) |
Net cash used in financing activities | (68,669) | (3,181) |
Increase (decrease) in cash and cash equivalents | (201,251) | 144,273 |
Cash and cash equivalents at beginning of period | 220,861 | 80,811 |
CASH AND CASH EQUIVALENTS AT END OF PERIOD | $ 19,610 | $ 225,084 |
SIGNIFICANT ACCOUNTING POLICIES
SIGNIFICANT ACCOUNTING POLICIES | 9 Months Ended |
Sep. 27, 2015 | |
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 21st century news and information publisher of well-respected publications such as the Miami Herald , The Kansas City Star , The Sacramento Bee , The Charlotte Observer , The (Raleigh) News and Observer , and the (Fort Worth) Star-Telegram . We operate media companies in 28 U.S. markets in 14 states, providing each of our communities with high-quality news and advertising services in a wide array of digital and print formats. We are headquartered in Sacramento, California, and our Class A Common Stock is listed on the New York Stock Exchange under the symbol MNI. We also own 15.0% of CareerBuilder LLC, which operates the nation’s largest online jobs website, CareerBuilder.com, and 33.3% of HomeFinder.com, LLC, which operates the online real estate website HomeFinder.com. 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 reflect all adjustments, which are of a normal recurring nature (except as described under Reclassifications and Corrections below), that are 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 28, 2014 (“Form 10-K”). Each of the fiscal periods included herein comprise 13 weeks for the third-quarter periods and 39 weeks for the nine-month periods. Reclassifications and Corrections Certain prior year amounts have been reclassified to conform to the current year presentation in our condensed consolidated financial statements related to: (i) the presentation of the Anchorage Daily News, Inc. (“Anchorage”) as a discontinued operation (see Note 3, Divestiture ), (ii) a correction of reporting wholesale fees associated with sales of certain third-party digital advertising products and services on a net basis, as a reduction of associated digital classified advertising revenues, rather than in other operating expenses, and (iii) the early retrospective adoption of Accounting Standards Update (“ASU”) No. 2015-03 relating to the classification of unamortized debt issuance costs, as described below. For the quarter and nine months ended September 28, 2014 , net revenues and other operating expenses included within operating loss were reduced by $4.7 million and $13.8 million, respectively, to correct the presentation of advertising sales related to certain third-party digital advertising products and services previously reported on a gross basis to a net basis, with wholesale fees reported as a reduction of the associated digital classified advertising revenues instead of other operating expenses. As of December 28, 2014 , we reclassified unamortized debt issuance costs of $12.1 million from other assets to a reduction in long-term debt on the condensed consolidated balance sheet as a result of the retrospective adoption of ASU No. 2015-03. There were no other changes to the prior periods’ condensed consolidated financial statements. 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 for debt 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 27, 2015 , the estimated fair value and carrying value of our long-term debt was $ 770.3 million and $ 932. 9 million, 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 are 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 nine months ended September 27, 2015, we incurred $6.7 million in accelerated depreciation related to the production equipment associated with outsourcing our printing process at a few of our newspapers. During the nine months ended September 28, 2014, we sold Anchorage, including the associated property, plant and equipment, which are presented as a discontinued operation. See Note 3, Divestiture , below for further discussion of the transaction. During the nine months ended September 28, 2014 , we also completed the acquisition of a new production facility, which was valued at $6.5 million, and we incurred $13. 6 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 new production facility. Depreciation expense with respect to property, plant and equipment is summarized below: Quarters Ended Nine Months Ended September 27, September 28, September 27, September 28, (in thousands) 2015 2014 2015 2014 Depreciation expense $ 15,224 $ 11,667 $ 39,606 $ 49,216 Assets held for sale During the nine months ended September 27, 2015 , we began to actively market for sale land and buildings at one of our newspapers and a parking structure at another newspaper. No impairment charges were incurred during the quarter and nine months ended September 27, 2015 , as a result of placing these assets into assets held for sale during the periods. During the nine months ended September 28, 2014 , we identified and began 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 consist primarily of undeveloped land and buildings. In connection with classifying these assets as assets held for sale, the carrying values of the land and 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 $1.0 million was recorded in the nine months ended September 28, 2014 , and is included in other operating expenses on the condensed consolidated statements of operations. Intangible Assets and Goodwill We test for impairment of goodwill annually, at year ‑end, or whenever events occur or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying amount. The required two ‑step approach uses accounting judgments and estimates of future operating results. Changes in estimates or the application of alternative assumptions could produce significantly different results. Impairment testing is done at a reporting unit level. We perform this testing on operating segments, which are also considered our reporting units. An impairment loss generally is recognized when the carrying amount of the reporting unit’s net assets exceeds the estimated fair value of the reporting unit. The fair value of our reporting units is determined using a combination of a discounted cash flow model and market based approaches. The estimates and judgments that most significantly affect the fair value calculation are assumptions related to revenue growth, newsprint prices, compensation levels, discount rate , and for the market based approach, private and public market trading multiples for newspaper assets. We consider current market capitalization, based upon the recent stock market prices, plus an estimated control premium in determining the reasonableness of the aggregate fair value of the reporting units. See Note 2 for discussion of our goodwill impairment testing results. Newspaper mastheads (newspaper titles and website domain names) are not subject to amortization and are tested for impairment annually, at year ‑end, or more frequently if events or changes in circumstances indicate that the asset might be impaired. The impairment test consists of a comparison of the fair value of each newspaper masthead with its carrying amount. We use a relief-from-royalty approach that utilizes a discounted cash flow model, as discussed above, to determine the fair value of each newspaper masthead. See Note 2 for discussion of our intangible assets impairment testing results. Long ‑lived assets such as intangible assets (primarily advertiser and subscriber lists) are amortized and tested for recoverability whenever events or changes in circumstances indicate that their carrying amounts may not be recoverable. The carrying amount of each asset group is not recoverable if it exceeds the sum of the undiscounted cash flows expected to result from the use of such asset group. We had no impairment of long ‑lived assets subject to amortization during the quarters and nine months ended months ended September 27, 2015 , or September 28, 2014 . Segment Reporting Our primary business is the publication of newspapers and related digital and direct marketing products. We have two operating segments that we aggregate into a single reportable segment because each has similar economic characteristics, products, customers and distribution methods. Each operating segment consists of a group of newspapers and, effective July 1, 2015 , following the retirement of a segment manager, both operating segments report to the same segment manager. There was no change to our single reportable segment as a result of the changes to our operating segments. Effective July 1, 2015, one of our operating segments (“Western Segment”) consists of our newspaper operations in California, the Northwest, Midwest and Texas, while the other operating segment (“Eastern Segment”) consists primarily of newspaper operations in the Southeast and Florida. Accumulated Other Comprehensive Loss Our accumulated other comprehensive loss (“AOCL”) and reclassifications from AOCL, net of tax, consisted of the following: Other Minimum Comprehensive Pension and Loss Post- Related to Retirement Equity (in thousands) Liability Investments Total Balance at December 28, 2014 $ $ $ Other comprehensive income (loss) before reclassifications — Amounts reclassified from AOCL — Other comprehensive income (loss) Balance at September 27, 2015 $ $ $ Amount Reclassified from AOCL (in thousands) Amount Reclassified from AOCL (in thousands) Quarters Ended Nine Months Ended September 27, September 28, September 27, September 28, Affected Line in the Condensed AOCL Component 2015 2014 2015 2014 Consolidated Statements of Operations Minimum pension and post-retirement liability $ $ $ $ Compensation Benefit for income taxes $ $ $ $ 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 Nine Months Ended September 27, September 28, September 27, September 28, (shares in thousands) 2015 2014 2015 2014 Anti-dilutive stock options Cash Flow Information Cash paid for interest and income taxes consisted of the following: Nine Months Ended September 27, September 28, (in thousands) 2015 2014 Interest paid (net of amount capitalized) $ $ Income taxes paid (net of refunds) The income tax payments in the nine months ended September 27, 2015 , were primarily related to the gain on the sale of Classified Ventures, LLC (previous owned equity investment) in the fourth quarter of 2014, offset by the net of tax losses on bond repurchases in the fourth quarter of 2014. Other non-cash investing activities from continuing operations, related to the recognition of an intangible asset for the nine months ended September 28, 2014 , were $3.1 million. Other non-cash investing activities from continuing operations as of September 27, 2015 , and September 28, 2014 , related to purchases of property, plant and equipment (“PP&E”) on credit, were $0.2 million and $ 0.9 million, respectively. Recently Issued Accounting Pronouncements In May 2014, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2014-09, “Revenue from Contracts with Customers.” ASU 2014-09 outlines a new, single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and supersedes most current revenue recognition guidance. This new revenue recognition model provides a five-step analysis in determining when and how revenue is recognized. The new model will require revenue recognition to depict the transfer of promised goods or services to customers in an amount that reflects the consideration a company expects to receive in exchange for those goods or services. It is effective for annual and interim periods beginning on or after December 15, 2017, and early adoption is permitted for interim or annual reporting periods beginning after December 15, 2016. We are currently in the process of evaluating the impact of the adoption on our condensed consolidated financial statements. In August 2014, the FASB issued ASU No. 2014-15, “ Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern. ” ASU 2014-15 requires management to evaluate whether there is substantial doubt about an entity’s ability to continue as a going concern and to provide related footnotes disclosures in certain circumstances. It is effective for annual and interim periods beginning on or after December 15, 2016, with early adoption permitted. We do not believe the adoption of this guidance will have an impact on our condensed consolidated financial statements. In April 2015, the FASB issued ASU No. 2015-04, " Compensation – Retirement Benefits: Practical Expedient for the Measurement Date of an Employer’s Defined Benefit Obligation and Plan Assets. " ASU 2015-04 provides practical expedient, which permits a reporting entity with a fiscal year-end that does not coincide with a month-end, to measure defined benefit plan assets and obligations using the month-end that is closest to the entity’s fiscal year-end and apply that practical expedient consistently from year to year. It is effective for interim and annual reporting periods beginning after December 15, 2015. Early adoption is permitted. We do not believe the adopti on of this guidance will have a material impact on our condensed consolidated financial statements. In April 2015, the FASB issued ASU No. 2015-05, " Customer's Accounting for Fees Paid in a Cloud Computing Arrangement. " ASU 2015-05 provides guidance to customers about whether a cloud computing arrangement includes a software license. If a cloud computing arrangement includes a software license, the customer should account for the software license element of the arrangement consistent with the acquisition of other software licenses. If a cloud computing arrangement does not include a software license, the customer should account for the arrangement as a service contract. The new guidance does not change the accounting for service contracts. It is effective for interim and annual reporting periods beginning after December 15, 2015. We do not believe the adoption of this guidance will have an impact on our condensed consolidated financial statements. In July 2015, the FASB issued ASU No. 2015-11, “ Simplifying the Measurement of Inventory. ” ASU 2015-11 simplifies the measurement of inventory by requiring certain inventory to be measured at the “lower of cost and net realizable value” and options that currently exist for “market value” will be eliminated. The ASU defines net realizable value as the “estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation.” It is effective for interim and annual reporting periods beginning after December 15, 2016. Amendment to the ASC should be applied prospectively with early adoption permitted. We are currently in the process of evaluating the impact of the adoption on our condensed consolidated financial statements. Recently Adopted Accounting Pronouncements Effective December 29, 2014, we adopted the FASB issued ASU No. 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” that was issued in April 2014. 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 was effective for annual and interim periods beginning on or after December 15, 2014. Effective December 29, 2014, we adopted the FASB issued ASU No. 2015-03 , “Interest-Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs” that was issued in April 2015. ASU 2015-03 amends existing guidance to require the presentation of debt issuance costs in the balance sheet as a deduction from the carrying amount of the related debt liability instead of deferred charges. It was effective for annual and interim periods beginning on or after December 15, 2015, however early adoption was permitted. In August 2015, the FASB issued ASU No. 2015-15, “ Interest-Imputation of Interest (Subtopic 835-30): Presentation and Subsequent Measurement of Debt Issuance Costs Associated with Line-of Credit Arrangements-Amendments to SEC Paragraphs Pursuant to Staff Announcement at June 18, 2015 EITF Meeting ,” to clarify that an entity may elect to present debt issuance costs related to a line-of-credit arrangement as an asset, regardless of whether or not there are any outstanding borrowings on the line-of-credit arrangement. We have elected to present the debt issuance costs related to our line-of credit arrangement, combined with the other debt issuance costs on our term loan debt, as a reduction in long-term debt. As of September 27, 2015 , and December 28, 2014, we reclassified unamortized debt issuance costs of $10.6 million and $12.1 million, respectively, from other assets to a reduction in long-term debt on the condensed consolidated balance sheet. |
INTANGIBLE ASSETS AND GOODWILL
INTANGIBLE ASSETS AND GOODWILL | 9 Months Ended |
Sep. 27, 2015 | |
INTANGIBLE ASSETS AND GOODWILL | |
INTANGIBLE ASSETS AND GOODWILL | 2. INTANGIBLE ASSETS AND GOODWILL As of September 27, 2015 , intangible assets subject to amortization (primarily advertiser lists, subscriber lists and developed technology), mastheads and goodwill consisted of the following: December 28, Impairment Amortization September 27, (in thousands) 2014 Charges Expense 2015 Intangible assets subject to amortization $ $ - $ - $ Accumulated amortization - - Mastheads - Goodwill - Total $ $ $ $ Impairment of Goodwill and Intangible Assets During the quarter ended June 28, 2015, we performed an interim testing of impairment of goodwill and intangible newspaper mastheads due to the continuing challenging business conditions and the resulting weakness in our stock prices. The fair values of our reporting units for goodwill impairment testing and individual newspaper mastheads were estimated using the present value of expected future cash flows, using estimates, judgments and assumptions (see Note 1) that we believe were appropriate in the circumstances. As a result, we recorded an impairment charge in our “ Southeast, Florida and the Midwest” reporting unit related to goodwill of $ 290.9 million and an intangible newspaper masthead impairment charge of $ 9.5 million in the quarter ended June 28, 2015, which were recorded in the goodwill and other asset impairments line item on our condensed consolidated statements of operations. The step 2 goodwill and the intangible asset impairment tests for the quarter ended June 28, 2015, were not finalized prior to filing the quarterly report for that period, due to the significant amount of work required to calculate the implied fair value of goodwill and to value the intangible newspaper masthead assets. The significant judgments and estimates that were in process in the step 2 test included but were not limited to the valuation of property, plant and equipment and the valuation of other intangible assets. In the quarter ended September 27, 2015, we finalized the measurement of the goodwill and intangible newspaper masthead impairment charges, which were recorded in the quarter ended June 28, 2015, resulting in no additional adjustments to the amounts previously recognized. Amortization expense with respect to intangible assets is summarized below: Quarters Ended Nine Months Ended September 27, September 28, September 27, September 28, (in thousands) 2015 2014 2015 2014 Amortization expense $ $ $ $ The estimated amortization expense for the remainder of fiscal year 2015 and the five succeeding fiscal years is as follows: Amortization Expense Year (in thousands) 2015 (Remainder) $ 2016 2017 2018 2019 2020 |
DIVESTITURE
DIVESTITURE | 9 Months Ended |
Sep. 27, 2015 | |
DIVESTITURE | |
DIVESTITURE | 3. DIVESTITURE On May 5, 2014, we completed the sale of the outstanding capital stock of Anchorage to an assignee of Alaska Dispatch Publishing, LLC for $34.0 million in cash. The financial results of Anchorage have been reported as discontinued operations in our condensed consolidated financial statements for all periods presented herein. The following table summarizes the financial information for the Anchorage’s operations for the quarter and nine months ended September 28, 2014 : Quarter Ended Nine Months Ended September 28, September 28, (in thousands) 2014 2014 Revenues $ — $ Loss from discontinued operations, before taxes $ $ Income tax benefit Loss from discontinued operations, net of tax, before loss on sale $ $ Gain (loss) on sale of discontinued operations $ $ Income tax provision — Loss on sale of discontinued operations, net of tax Loss from discontinued operations, net of tax $ $ |
INVESTMENTS IN UNCONSOLIDATED C
INVESTMENTS IN UNCONSOLIDATED COMPANIES | 9 Months Ended |
Sep. 27, 2015 | |
INVESTMENTS IN UNCONSOLIDATED COMPANIES | |
INVESTMENTS IN UNCONSOLIDATED COMPANIES | 4. INVESTMENTS IN UNCONSOLIDATED COMPANIES The carrying value of investments in unconsolidated companies consisted of the following: (in thousands) % Ownership September 27, December 28, Company Interest 2015 2014 CareerBuilder, LLC 15.0 $ $ Other Various $ $ During the nine months ended September 27, 2015 , our proportionate share of net income from certain investments listed in the table above was greater than 20% of our condensed consolidated net income (loss) before taxes. Summarized condensed financial information, as provided to us by these certain investees, is as follows: Nine months ended September 27, September 28, (in thousands) 2015 2014 Net revenues $ $ Gross profit Operating income Net income Classified Ventures, LLC On April 1, 2014, Classified Ventures, LLC sold its Apartments.com business for $585 million. Accordingly, during the second quarter ended June 29, 2014 , we recorded our share of the net gain of $144.2 million, before taxes, as gains related to equity investments in condensed consolidated statements of operations. On April 1, 2014, we received a cash distribution of approximately $146.9 million from Classified Ventures, LLC, which is equal to our share of the net proceeds. On October 1, 2014, we, along with Tribune Media Company, Graham Holdings Company and A.H. Belo Corporation (the “Selling Partners”) sold all of the Selling Partners’ ownership interests in Classified Ventures, LLC to Gannett Co., Inc. for a price that valued Classified Ventures, LLC at $2.5 billion. We recorded a gain on the sale of our ownership interest in Classified Ventures, LLC of $559.3 million, before taxes, during fourth quarter of fiscal year 2014. Our portion of the cash proceeds, net of transaction costs, was $631.8 million. Pursuant to the sale agreement, $25.6 million of net proceeds was being held in escrow until October 1, 2015. On October 1, 2014, we received our portion of the net cash proceeds, less the escrow, of $606.2 million. Upon the closing of the transaction, we entered into a new, five -year affiliate agreement with Cars.com that will allow us to continue to sell Cars.com products and services exclusively in our local markets. Prior to the closing of the transaction, Classified Ventures, LLC distributed approximately $6.0 million to us, representing our portion of the related cash accumulated from earnings of Classified Ventures, LLC. In April 2015, we received a final cash distribution of $7.5 million pursuant to the sale agreement, representing cash accumulated from earnings from Classified Ventures, LLC, the payment for which was dependent on their collection of a contingent receivable. The amount was recorded as gains related to equity investments during the quarter ended June 28, 2015. In October 2015, we received $23. 5 million of the $25.6 million escrow balance from Classified Ventures, LLC. The balance of $2. 1 million remains in escrow subject to final review of a potential sales tax claim that may have existed for sales incurred prior to October 1, 2014, sale date of Classified Ventures, LLC. McClatchy-Tribune Information Services On May 7, 2014, we transferred our partnership interest in McClatchy-Tribune Information Services (“MCT”) to TCA News Service, LLC (“TCA”) for cash and future newswire content. Concurrently with this transfer, we entered into a contributor agreement with MCT pursuant to which we both continue to be a contributor of newswire content to MCT for an agreed upon rate, and we will receive newswire content from MCT or its successor at no cost for approximately 10 years. During the second quarter of 2014, we recognized a $3.1 million intangible asset in the condensed consolidated balance sheets with respect to the value of the content we will receive from MCT at no cost under these agreements and a $1.7 million gain on sale of the equity investment in the gains related to equity investments in the condensed consolidated statements of operations. CareerBuilder, LLC On August 3, 2015, we received a cash distribution of $7.5 million from CareerBuilder, LLC, which was recorded as a reduction to our carrying value in our investments in unconsolidated companies on the condensed consolidated balance sheet during the quarter ended September 27, 2015. |
LONG-TERM DEBT
LONG-TERM DEBT | 9 Months Ended |
Sep. 27, 2015 | |
LONG-TERM DEBT | |
LONG-TERM DEBT | 5. LONG-TERM DEBT Our long-term debt consisted of the following: Face Value at Carrying Value September 27, September 27, December 28, (in thousands) 2015 2015 2014 Notes: 9.00% senior secured notes due in 2022 $ $ $ 5.750% notes due in 2017 7.150% debentures due in 2027 6.875% debentures due in 2029 Long-term debt $ $ $ Our outstanding notes are stated net of unamortized debt issuance costs and unamortized discounts, if applicable, totaling $33.3 million and $37.6 million as of September 27, 2015 , and December 28, 2014, respectively. Debt Repurchases and Loss on Extinguishment of Debt During the nine months ended September 27, 2015 , we repurchased a total of $66.4 million of notes through privately negotiated transactions as follows: (in thousands) Face Value 9.00% senior secured notes due in 2022 $ 5.750% notes due in 2017 Total notes repurchased $ We recorded a net gain on extinguishment of debt of $1.6 million and $0.7 million during the quarter and nine months ended September 27, 2015 . We repurchased $4 1 . 4 million of these notes at par value and wrote off historical discounts during the quarter ended June 28, 2015. We repurchased $25.0 million of these notes at a discount and wrote off historical discounts and debt issuance costs during the quarter ended September 27, 2015. We had no debt repurchases during the quarter or nine months ended September 28, 2014 . Credit Agreement Our Third Amended and Restated Credit Agreement dated December 18, 2012, and as amended on October 21, 2014, (“Credit Agreement”) is secured by a first-priority security interest in certain of our assets as described below. The Credit Agreement, among other things, provides for commitments of $65.0 million and a maturity date of December 18, 2019. In addition, on October 21, 2014, we entered into a Collateralized Issuance and Reimbursement Agreement (“LC Agreement”). Pursuant to the terms of LC Agreement, we may request letters of credit be issued on our behalf in an aggregate face amount not to exceed $35.0 million. We are required to provide cash collateral equal to 101% of the aggregate undrawn stated amount of each outstanding letter of credit. As of September 27, 2015 , there were standby letters of credit outstanding under the LC Agreement with an aggregate face amount of $33.0 million. There were no borrowings outstanding under the Credit Agreement as of September 27, 2015 . 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 9.00% Senior Secured Notes due in 2022 (“9.00% Notes”). 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 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 covenant under the Credit Agreement require s us to comply with a maximum consolidated total leverage ratio measured quarterly. As of September 27, 2015 , 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. For purposes of consolidated total leverage ratio, debt is largely defined as debt, net of cash on hand in excess of $20.0 million. As of September 27, 2015 , we were in compliance with our debt covenant s . 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 and the Credit Agreement include 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 those agreements. 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 | 9 Months Ended |
Sep. 27, 2015 | |
EMPLOYEE BENEFITS | |
EMPLOYEE BENEFITS | 6. EMPLOYEE BENEFITS We maintain a noncontributory qualified defined benefit pension plan (“Pension Plan”) which covers certain eligible current and former employees, which has been frozen since March 31, 2009. 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 Nine Months Ended September 27, September 28, September 27, September 28, (in thousands) 2015 2014 2015 2014 Pension plans: Service Cost $ $ $ $ Interest Cost Expected return on plan assets Prior service cost amortization — — Actuarial loss Net pension expense Net post-retirement benefit credit Net retirement expenses $ $ $ $ In January 2014, we contributed $25.0 million of cash to the Pension Plan. We do not expect to make any cash contributions to the Pension Plan during fiscal year 2015. We have a defined contribution 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 suspended our matching contribution to the 401(k) plan in 2009 and as of September 27, 2015 , we have not reinstated that benefit. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 9 Months Ended |
Sep. 27, 2015 | |
COMMITMENTS AND CONTINGENCIES | |
COMMITMENTS AND CONTINGENCIES | 7. COMMITMENTS AND CONTINGENCIES In December 2008, carriers of The Fresno Bee filed a purported class action lawsuit against us and The Fresno Bee in the Superior Court of the State of California in Fresno County captioned Becerra v. The McClatchy Company (“Fresno case”) alleging that the carriers were misclassified as independent contractors and seeking mileage reimbursement. In February 2009, a substantially similar lawsuit, Sawin v. The McClatchy Company, involving similar allegations was filed by carriers of The Sacramento Bee (“Sacramento case”) in the Superior Court of the State of California in Sacramento County. Both courts have certified the class in these cases. The class consists of roughly 5,000 carriers in the Sacramento case and 3,500 carriers in the Fresno case. The plaintiffs in both cases are seeking unspecified damages for mileage reimbursement. With respect to the Sacramento case, in September 2013, all wage and hour claims were dismissed and the only remaining claim is an equitable claim for mileage reimbursement under the California Civil Code. In the Fresno case, in March 2014, all wage and hour claims were dismissed and the only remaining claim is an equitable claim for mileage reimbursement under the California Civil Code. The court in the Sacramento case has trifurcated the trial into three separate phases: the first phase addressed independent contractor status, the second phase will address liability, if any, and the third phase will address damages, if any. On September 22, 2014, the court in the Sacramento case issued a tentative decision following the first phase, finding that the carriers that contracted directly with The Sacramento Bee during the period from February 2005 to July 2009 were misclassified as independent contractors. We objected to the tentative decision but the court ultimately adopted it as final. The court has not yet established a date for the second and third phases of trial concerning whether The Sacramento Bee is liable to the carriers in the class for mileage reimbursement or owes any damages. The court in the Fresno case has bifurcated the trial into two separate phases: the first phase will address independent contractor status and liability for mileage reimbursement and the second phase will address damages, if any. The first phase of the Fresno case began in the fourth quarter of fiscal year 2014 and concluded in late March 2015. The parties are awaiting a ruling on the first phase. We are defending these actions vigorously and expect that we will ultimately prevail. As a result, we have not established a reserve in connection with the cases. While we believe that a material impact on our condensed consolidated financial position, results of operations or cash flows from these claims is unlikely, given the inherent uncertainty of litigation, a possibility exists that future adverse rulings or unfavorable developments could result in future charges that could have a material impact. We have and will continue to periodically reexamine our estimates of probable liabilities and any associated expenses and make appropriate adjustments to such estimates based on experience and developments in litigation. Other than the cases described above, 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 for these matters. 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 September 27, 2015 , we had $33.0 million of standby letters of credit secured under the LC Agreement (see Note 5, Long-Term Debt , for further discussion). |
STOCK PLANS
STOCK PLANS | 9 Months Ended |
Sep. 27, 2015 | |
STOCK PLANS | |
STOCK PLANS | 8. STOCK PLANS Stock Plans Activity The following table summarizes the restricted stock units (“RSUs”) activity during the nine months ended September 27, 2015 : Weighted Average Grant Date Fair Value Nonvested — December 29,2014 $ Granted $ Vested $ Forfeited $ Nonvested — September 27, 2015 $ The total fair value of the RSUs that vested during the nine months ended September 27, 2015 , was $1. 6 million. The following table summarizes the stock appreciation rights (“SARs”) activity during the nine months ended September 27, 2015 : Weighted Aggregate Average Intrinsic Value SARs Exercise Price (in thousands) Outstanding December 29,2014 $ $ Forfeited $ Expired $ Outstanding September 27, 2015 $ $ — 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 September 27, 2015 , 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, are as follows: Quarters Ended Nine Months Ended September 27, September 28, September 27, September 28, (in thousands) 2015 2014 2015 2014 Stock-based compensation expense $ $ $ $ |
SIGNIFICANT ACCOUNTING POLICI16
SIGNIFICANT ACCOUNTING POLICIES (Policies) | 9 Months Ended |
Sep. 27, 2015 | |
SIGNIFICANT ACCOUNTING POLICIES | |
Business and Basis of Accounting | Business and Basis of Accounting The McClatchy Company (the “Company,” “we,” “us” or “our”) is a 21st century news and information publisher of well-respected publications such as the Miami Herald , The Kansas City Star , The Sacramento Bee , The Charlotte Observer , The (Raleigh) News and Observer , and the (Fort Worth) Star-Telegram . We operate media companies in 28 U.S. markets in 14 states, providing each of our communities with high-quality news and advertising services in a wide array of digital and print formats. We are headquartered in Sacramento, California, and our Class A Common Stock is listed on the New York Stock Exchange under the symbol MNI. We also own 15.0% of CareerBuilder LLC, which operates the nation’s largest online jobs website, CareerBuilder.com, and 33.3% of HomeFinder.com, LLC, which operates the online real estate website HomeFinder.com. 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 reflect all adjustments, which are of a normal recurring nature (except as described under Reclassifications and Corrections below), that are 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 28, 2014 (“Form 10-K”). Each of the fiscal periods included herein comprise 13 weeks for the third-quarter periods and 39 weeks for the nine-month periods. |
Reclassifications and Corrections | Reclassifications and Corrections Certain prior year amounts have been reclassified to conform to the current year presentation in our condensed consolidated financial statements related to: (i) the presentation of the Anchorage Daily News, Inc. (“Anchorage”) as a discontinued operation (see Note 3, Divestiture ), (ii) a correction of reporting wholesale fees associated with sales of certain third-party digital advertising products and services on a net basis, as a reduction of associated digital classified advertising revenues, rather than in other operating expenses, and (iii) the early retrospective adoption of Accounting Standards Update (“ASU”) No. 2015-03 relating to the classification of unamortized debt issuance costs, as described below. For the quarter and nine months ended September 28, 2014 , net revenues and other operating expenses included within operating loss were reduced by $4.7 million and $13.8 million, respectively, to correct the presentation of advertising sales related to certain third-party digital advertising products and services previously reported on a gross basis to a net basis, with wholesale fees reported as a reduction of the associated digital classified advertising revenues instead of other operating expenses. As of December 28, 2014 , we reclassified unamortized debt issuance costs of $12.1 million from other assets to a reduction in long-term debt on the condensed consolidated balance sheet as a result of the retrospective adoption of ASU No. 2015-03. There were no other changes to the prior periods’ condensed consolidated financial statements. |
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 for debt 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 27, 2015 , the estimated fair value and carrying value of our long-term debt was $ 770.3 million and $ 932. 9 million, 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 are 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 nine months ended September 27, 2015, we incurred $6.7 million in accelerated depreciation related to the production equipment associated with outsourcing our printing process at a few of our newspapers. During the nine months ended September 28, 2014, we sold Anchorage, including the associated property, plant and equipment, which are presented as a discontinued operation. See Note 3, Divestiture , below for further discussion of the transaction. During the nine months ended September 28, 2014 , we also completed the acquisition of a new production facility, which was valued at $6.5 million, and we incurred $13. 6 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 new production facility. Depreciation expense with respect to property, plant and equipment is summarized below: Quarters Ended Nine Months Ended September 27, September 28, September 27, September 28, (in thousands) 2015 2014 2015 2014 Depreciation expense $ 15,224 $ 11,667 $ 39,606 $ 49,216 |
Assets held for sale | Assets held for sale During the nine months ended September 27, 2015 , we began to actively market for sale land and buildings at one of our newspapers and a parking structure at another newspaper. No impairment charges were incurred during the quarter and nine months ended September 27, 2015 , as a result of placing these assets into assets held for sale during the periods. During the nine months ended September 28, 2014 , we identified and began 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 consist primarily of undeveloped land and buildings. In connection with classifying these assets as assets held for sale, the carrying values of the land and 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 $1.0 million was recorded in the nine months ended September 28, 2014 , and is included in other operating expenses on the condensed consolidated statements of operations. |
Intangible Assets and Goodwill | Intangible Assets and Goodwill We test for impairment of goodwill annually, at year ‑end, or whenever events occur or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying amount. The required two ‑step approach uses accounting judgments and estimates of future operating results. Changes in estimates or the application of alternative assumptions could produce significantly different results. Impairment testing is done at a reporting unit level. We perform this testing on operating segments, which are also considered our reporting units. An impairment loss generally is recognized when the carrying amount of the reporting unit’s net assets exceeds the estimated fair value of the reporting unit. The fair value of our reporting units is determined using a combination of a discounted cash flow model and market based approaches. The estimates and judgments that most significantly affect the fair value calculation are assumptions related to revenue growth, newsprint prices, compensation levels, discount rate , and for the market based approach, private and public market trading multiples for newspaper assets. We consider current market capitalization, based upon the recent stock market prices, plus an estimated control premium in determining the reasonableness of the aggregate fair value of the reporting units. See Note 2 for discussion of our goodwill impairment testing results. Newspaper mastheads (newspaper titles and website domain names) are not subject to amortization and are tested for impairment annually, at year ‑end, or more frequently if events or changes in circumstances indicate that the asset might be impaired. The impairment test consists of a comparison of the fair value of each newspaper masthead with its carrying amount. We use a relief-from-royalty approach that utilizes a discounted cash flow model, as discussed above, to determine the fair value of each newspaper masthead. See Note 2 for discussion of our intangible assets impairment testing results. Long ‑lived assets such as intangible assets (primarily advertiser and subscriber lists) are amortized and tested for recoverability whenever events or changes in circumstances indicate that their carrying amounts may not be recoverable. The carrying amount of each asset group is not recoverable if it exceeds the sum of the undiscounted cash flows expected to result from the use of such asset group. We had no impairment of long ‑lived assets subject to amortization during the quarters and nine months ended months ended September 27, 2015 , or September 28, 2014 . |
Segment reporting | Segment Reporting Our primary business is the publication of newspapers and related digital and direct marketing products. We have two operating segments that we aggregate into a single reportable segment because each has similar economic characteristics, products, customers and distribution methods. Each operating segment consists of a group of newspapers and, effective July 1, 2015 , following the retirement of a segment manager, both operating segments report to the same segment manager. There was no change to our single reportable segment as a result of the changes to our operating segments. Effective July 1, 2015, one of our operating segments (“Western Segment”) consists of our newspaper operations in California, the Northwest, Midwest and Texas, while the other operating segment (“Eastern Segment”) consists primarily of newspaper operations in the Southeast and Florida. |
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: Other Minimum Comprehensive Pension and Loss Post- Related to Retirement Equity (in thousands) Liability Investments Total Balance at December 28, 2014 $ $ $ Other comprehensive income (loss) before reclassifications — Amounts reclassified from AOCL — Other comprehensive income (loss) Balance at September 27, 2015 $ $ $ Amount Reclassified from AOCL (in thousands) Amount Reclassified from AOCL (in thousands) Quarters Ended Nine Months Ended September 27, September 28, September 27, September 28, Affected Line in the Condensed AOCL Component 2015 2014 2015 2014 Consolidated Statements of Operations Minimum pension and post-retirement liability $ $ $ $ Compensation Benefit for income taxes $ $ $ $ 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 Nine Months Ended September 27, September 28, September 27, September 28, (shares in thousands) 2015 2014 2015 2014 Anti-dilutive stock options |
Cash Flow Information | Cash Flow Information Cash paid for interest and income taxes consisted of the following: Nine Months Ended September 27, September 28, (in thousands) 2015 2014 Interest paid (net of amount capitalized) $ $ Income taxes paid (net of refunds) The income tax payments in the nine months ended September 27, 2015 , were primarily related to the gain on the sale of Classified Ventures, LLC (previous owned equity investment) in the fourth quarter of 2014, offset by the net of tax losses on bond repurchases in the fourth quarter of 2014. Other non-cash investing activities from continuing operations, related to the recognition of an intangible asset for the nine months ended September 28, 2014 , were $3.1 million. Other non-cash investing activities from continuing operations as of September 27, 2015 , and September 28, 2014 , related to purchases of property, plant and equipment (“PP&E”) on credit, were $0.2 million and $ 0.9 million, respectively. |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements In May 2014, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2014-09, “Revenue from Contracts with Customers.” ASU 2014-09 outlines a new, single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and supersedes most current revenue recognition guidance. This new revenue recognition model provides a five-step analysis in determining when and how revenue is recognized. The new model will require revenue recognition to depict the transfer of promised goods or services to customers in an amount that reflects the consideration a company expects to receive in exchange for those goods or services. It is effective for annual and interim periods beginning on or after December 15, 2017, and early adoption is permitted for interim or annual reporting periods beginning after December 15, 2016. We are currently in the process of evaluating the impact of the adoption on our condensed consolidated financial statements. In August 2014, the FASB issued ASU No. 2014-15, “ Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern. ” ASU 2014-15 requires management to evaluate whether there is substantial doubt about an entity’s ability to continue as a going concern and to provide related footnotes disclosures in certain circumstances. It is effective for annual and interim periods beginning on or after December 15, 2016, with early adoption permitted. We do not believe the adoption of this guidance will have an impact on our condensed consolidated financial statements. In April 2015, the FASB issued ASU No. 2015-04, " Compensation – Retirement Benefits: Practical Expedient for the Measurement Date of an Employer’s Defined Benefit Obligation and Plan Assets. " ASU 2015-04 provides practical expedient, which permits a reporting entity with a fiscal year-end that does not coincide with a month-end, to measure defined benefit plan assets and obligations using the month-end that is closest to the entity’s fiscal year-end and apply that practical expedient consistently from year to year. It is effective for interim and annual reporting periods beginning after December 15, 2015. Early adoption is permitted. We do not believe the adopti on of this guidance will have a material impact on our condensed consolidated financial statements. In April 2015, the FASB issued ASU No. 2015-05, " Customer's Accounting for Fees Paid in a Cloud Computing Arrangement. " ASU 2015-05 provides guidance to customers about whether a cloud computing arrangement includes a software license. If a cloud computing arrangement includes a software license, the customer should account for the software license element of the arrangement consistent with the acquisition of other software licenses. If a cloud computing arrangement does not include a software license, the customer should account for the arrangement as a service contract. The new guidance does not change the accounting for service contracts. It is effective for interim and annual reporting periods beginning after December 15, 2015. We do not believe the adoption of this guidance will have an impact on our condensed consolidated financial statements. In July 2015, the FASB issued ASU No. 2015-11, “ Simplifying the Measurement of Inventory. ” ASU 2015-11 simplifies the measurement of inventory by requiring certain inventory to be measured at the “lower of cost and net realizable value” and options that currently exist for “market value” will be eliminated. The ASU defines net realizable value as the “estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation.” It is effective for interim and annual reporting periods beginning after December 15, 2016. Amendment to the ASC should be applied prospectively with early adoption permitted. We are currently in the process of evaluating the impact of the adoption on our condensed consolidated financial statements. Recently Adopted Accounting Pronouncements Effective December 29, 2014, we adopted the FASB issued ASU No. 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” that was issued in April 2014. 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 was effective for annual and interim periods beginning on or after December 15, 2014. Effective December 29, 2014, we adopted the FASB issued ASU No. 2015-03 , “Interest-Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs” that was issued in April 2015. ASU 2015-03 amends existing guidance to require the presentation of debt issuance costs in the balance sheet as a deduction from the carrying amount of the related debt liability instead of deferred charges. It was effective for annual and interim periods beginning on or after December 15, 2015, however early adoption was permitted. In August 2015, the FASB issued ASU No. 2015-15, “ Interest-Imputation of Interest (Subtopic 835-30): Presentation and Subsequent Measurement of Debt Issuance Costs Associated with Line-of Credit Arrangements-Amendments to SEC Paragraphs Pursuant to Staff Announcement at June 18, 2015 EITF Meeting ,” to clarify that an entity may elect to present debt issuance costs related to a line-of-credit arrangement as an asset, regardless of whether or not there are any outstanding borrowings on the line-of-credit arrangement. We have elected to present the debt issuance costs related to our line-of credit arrangement, combined with the other debt issuance costs on our term loan debt, as a reduction in long-term debt. As of September 27, 2015 , and December 28, 2014, we reclassified unamortized debt issuance costs of $10.6 million and $12.1 million, respectively, from other assets to a reduction in long-term debt on the condensed consolidated balance sheet. |
SIGNIFICANT ACCOUNTING POLICI17
SIGNIFICANT ACCOUNTING POLICIES (Tables) | 9 Months Ended |
Sep. 27, 2015 | |
SIGNIFICANT ACCOUNTING POLICIES | |
Schedule of components of property, plant and equipment | Quarters Ended Nine Months Ended September 27, September 28, September 27, September 28, (in thousands) 2015 2014 2015 2014 Depreciation expense $ 15,224 $ 11,667 $ 39,606 $ 49,216 |
Schedule of components of accumulated other comprehensive loss, net of tax | Other Minimum Comprehensive Pension and Loss Post- Related to Retirement Equity (in thousands) Liability Investments Total Balance at December 28, 2014 $ $ $ Other comprehensive income (loss) before reclassifications — Amounts reclassified from AOCL — Other comprehensive income (loss) Balance at September 27, 2015 $ $ $ |
Schedule of reclassification out of accumulated other comprehensive income | Amount Reclassified from AOCL (in thousands) Amount Reclassified from AOCL (in thousands) Quarters Ended Nine Months Ended September 27, September 28, September 27, September 28, Affected Line in the Condensed AOCL Component 2015 2014 2015 2014 Consolidated Statements of Operations Minimum pension and post-retirement liability $ $ $ $ Compensation Benefit for income taxes $ $ $ $ Net of tax |
Summary of anti-dilutive stock options | Quarters Ended Nine Months Ended September 27, September 28, September 27, September 28, (shares in thousands) 2015 2014 2015 2014 Anti-dilutive stock options |
Schedule of cash paid for interest and income taxes | Nine Months Ended September 27, September 28, (in thousands) 2015 2014 Interest paid (net of amount capitalized) $ $ Income taxes paid (net of refunds) |
INTANGIBLE ASSETS AND GOODWILL
INTANGIBLE ASSETS AND GOODWILL (Tables) | 9 Months Ended |
Sep. 27, 2015 | |
INTANGIBLE ASSETS AND GOODWILL | |
Schedule of intangible assets (primarily advertiser lists, subscriber lists and developed technology), mastheads and goodwill | December 28, Impairment Amortization September 27, (in thousands) 2014 Charges Expense 2015 Intangible assets subject to amortization $ $ - $ - $ Accumulated amortization - - Mastheads - Goodwill - Total $ $ $ $ |
Summary of amortization expense with respect to intangible assets | Quarters Ended Nine Months Ended September 27, September 28, September 27, September 28, (in thousands) 2015 2014 2015 2014 Amortization expense $ $ $ $ |
Amortization expense for the five succeeding fiscal years | The estimated amortization expense for the remainder of fiscal year 2015 and the five succeeding fiscal years is as follows: Amortization Expense Year (in thousands) 2015 (Remainder) $ 2016 2017 2018 2019 2020 |
DIVESTITURE (Tables)
DIVESTITURE (Tables) | 9 Months Ended |
Sep. 27, 2015 | |
DIVESTITURE | |
Summary of financial information for the operations | Quarter Ended Nine Months Ended September 28, September 28, (in thousands) 2014 2014 Revenues $ — $ Loss from discontinued operations, before taxes $ $ Income tax benefit Loss from discontinued operations, net of tax, before loss on sale $ $ Gain (loss) on sale of discontinued operations $ $ Income tax provision — Loss on sale of discontinued operations, net of tax Loss from discontinued operations, net of tax $ $ |
INVESTMENTS IN UNCONSOLIDATED20
INVESTMENTS IN UNCONSOLIDATED COMPANIES (Tables) | 9 Months Ended |
Sep. 27, 2015 | |
INVESTMENTS IN UNCONSOLIDATED COMPANIES | |
Summary of carrying value of investments in unconsolidated companies | (in thousands) % Ownership September 27, December 28, Company Interest 2015 2014 CareerBuilder, LLC 15.0 $ $ Other Various $ $ |
Summary of income statement information from the entities accounted for under the equity method | Nine months ended September 27, September 28, (in thousands) 2015 2014 Net revenues $ $ Gross profit Operating income Net income |
LONG-TERM DEBT (Tables)
LONG-TERM DEBT (Tables) | 9 Months Ended |
Sep. 27, 2015 | |
LONG-TERM DEBT | |
Summary of company's long-term debt | Face Value at Carrying Value September 27, September 27, December 28, (in thousands) 2015 2015 2014 Notes: 9.00% senior secured notes due in 2022 $ $ $ 5.750% notes due in 2017 7.150% debentures due in 2027 6.875% debentures due in 2029 Long-term debt $ $ $ |
Redeemed or repurchase of notes | (in thousands) Face Value 9.00% senior secured notes due in 2022 $ 5.750% notes due in 2017 Total notes repurchased $ |
EMPLOYEE BENEFITS (Tables)
EMPLOYEE BENEFITS (Tables) | 9 Months Ended |
Sep. 27, 2015 | |
EMPLOYEE BENEFITS | |
Schedule of elements of retirement expense | Quarters Ended Nine Months Ended September 27, September 28, September 27, September 28, (in thousands) 2015 2014 2015 2014 Pension plans: Service Cost $ $ $ $ Interest Cost Expected return on plan assets Prior service cost amortization — — Actuarial loss Net pension expense Net post-retirement benefit credit Net retirement expenses $ $ $ $ |
STOCK PLANS (Tables)
STOCK PLANS (Tables) | 9 Months Ended |
Sep. 27, 2015 | |
STOCK PLANS | |
Summary of the restricted stock units ("RSUs") activity | Weighted Average Grant Date Fair Value Nonvested — December 29,2014 $ Granted $ Vested $ Forfeited $ Nonvested — September 27, 2015 $ |
Summary of the stock appreciation rights ("SARs") activity | The following table summarizes the stock appreciation rights (“SARs”) activity during the nine months ended September 27, 2015 : Weighted Aggregate Average Intrinsic Value SARs Exercise Price (in thousands) Outstanding December 29,2014 $ $ Forfeited $ Expired $ Outstanding September 27, 2015 $ $ — |
Summary of stock-based compensation expense | Quarters Ended Nine Months Ended September 27, September 28, September 27, September 28, (in thousands) 2015 2014 2015 2014 Stock-based compensation expense $ $ $ $ |
SIGNIFICANT ACCOUNTING POLICI24
SIGNIFICANT ACCOUNTING POLICIES (Details) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 27, 2015USD ($)item | Sep. 28, 2014USD ($) | Sep. 27, 2015USD ($)item | Sep. 28, 2014USD ($) | Dec. 28, 2014USD ($) | |
Investments in Unconsolidated Companies Activity | |||||
Number of markets | item | 28 | 28 | |||
Number of states | item | 14 | 14 | |||
Length of fiscal quarter | 91 days | 273 days | |||
Reclassifications | |||||
Long-term Debt. | $ 932,880 | $ 932,880 | $ 994,812 | ||
Long-term debt fair value disclosure | |||||
Estimated fair value of long-term debt | 770,300 | 770,300 | |||
Long-term debt | 932,880 | 932,880 | 994,812 | ||
Early Retrospective Adoption of ASU No 2015-03 | |||||
Reclassifications | |||||
Other Assets | (12,100) | ||||
Long-term Debt. | (10,600) | (10,600) | (12,100) | ||
Long-term debt fair value disclosure | |||||
Long-term debt | $ (10,600) | $ (10,600) | $ (12,100) | ||
Expense Misclassification [Member] | Net Revenues | |||||
Reclassifications | |||||
Reduction in net revenue and in expenses due to reclassification of wholesale fees to net revenue | $ 4,700 | $ 13,800 | |||
Expense Misclassification [Member] | Other Operating Income (Expense) [Member] | |||||
Reclassifications | |||||
Reduction in net revenue and in expenses due to reclassification of wholesale fees to net revenue | $ 4,700 | $ 13,800 | |||
Career Builder LLC | |||||
Investments in Unconsolidated Companies Activity | |||||
Ownership Interest (as a percent) | 15.00% | 15.00% | |||
Home Finder LLC | |||||
Investments in Unconsolidated Companies Activity | |||||
Ownership Interest (as a percent) | 33.30% | 33.30% |
SIGNIFICANT ACCOUNTING POLICI25
SIGNIFICANT ACCOUNTING POLICIES - PP&E, Intangibles (Details) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 27, 2015USD ($) | Sep. 28, 2014USD ($) | Sep. 27, 2015USD ($)segment | Sep. 28, 2014USD ($) | |
Property, plant and equipment | ||||
Acquisition of a new production facility in cash | $ 6,500 | |||
Accelerated depreciation incurred | $ 6,700 | 13,600 | ||
Depreciation expense | $ 15,224 | $ 11,667 | 39,606 | 49,216 |
Assets held for sale | ||||
Impairment charge of assets held for sale | 0 | 0 | 1,000 | |
Intangible assets subject to amortization, net | ||||
Impairment of long-lived assets subject to amortization | $ 0 | $ 0 | $ 0 | $ 0 |
Segment reporting | ||||
Number of operating segments | segment | 2 | |||
Number of reportable segments | segment | 1 |
SIGNIFICANT ACCOUNTING POLICI26
SIGNIFICANT ACCOUNTING POLICIES - AOCI (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 27, 2015 | Sep. 28, 2014 | Sep. 27, 2015 | Sep. 28, 2014 | |
Changes in accumulated other comprehensive loss | ||||
Balance at the beginning of the period | $ (416,603) | |||
Other comprehensive income (loss) before reclassifications | (572) | |||
Amounts reclassified from AOCL | 8,645 | |||
Other comprehensive income | $ 2,689 | $ 1,735 | 8,073 | $ 6,252 |
Balance at the end of the period | (408,530) | (408,530) | ||
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward] | ||||
Compensation | 95,015 | 100,595 | 302,778 | 312,628 |
Provision for income taxes | (4,882) | (4,160) | (16,035) | 39,031 |
Net of tax | 1,149 | 2,760 | 308,992 | (71,347) |
Minimum Pension and Post-Retirement Liability | ||||
Changes in accumulated other comprehensive loss | ||||
Balance at the beginning of the period | (407,552) | |||
Amounts reclassified from AOCL | 8,645 | |||
Other comprehensive income | 8,645 | |||
Balance at the end of the period | (398,907) | (398,907) | ||
Minimum Pension and Post-Retirement Liability | Amount Reclassified from AOCI | ||||
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward] | ||||
Compensation | 4,802 | 3,137 | 14,408 | 9,408 |
Provision for income taxes | (1,921) | (1,255) | (5,763) | (3,763) |
Net of tax | 2,881 | $ 1,882 | 8,645 | $ 5,645 |
Other Comprehensive Loss Related to Equity Investments | ||||
Changes in accumulated other comprehensive loss | ||||
Balance at the beginning of the period | (9,051) | |||
Other comprehensive income (loss) before reclassifications | (572) | |||
Other comprehensive income | (572) | |||
Balance at the end of the period | $ (9,623) | $ (9,623) |
SIGNIFICANT ACCOUNTING POLICI27
SIGNIFICANT ACCOUNTING POLICIES - EPS (Details) - shares shares in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 27, 2015 | Sep. 28, 2014 | Sep. 27, 2015 | Sep. 28, 2014 | |
Anti-dilutive stock options, restricted stock units and restricted stock | ||||
Weighted average anti-dilutive stock options | ||||
Anti-dilutive stock options (in shares) | 5,238 | 2,874 | 5,441 | 1,581 |
SIGNIFICANT ACCOUNTING POLICI28
SIGNIFICANT ACCOUNTING POLICIES - Taxes and Cash flow (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 27, 2015 | Sep. 28, 2014 | |
Cash Flow Information | ||
Interest paid (net of amount capitalized) | $ 53,241 | $ 77,995 |
Income taxes paid (net of refunds) | 197,718 | 67,233 |
Other non-cash investing activities | ||
Intangible asset adjustment | 3,100 | |
Purchases of PP&E on credit | $ 200 | $ 900 |
INTANGIBLE ASSETS AND GOODWIL29
INTANGIBLE ASSETS AND GOODWILL (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 27, 2015 | Sep. 28, 2014 | Sep. 27, 2015 | Sep. 28, 2014 | |
Intangible assets subject to amortization, gross | ||||
Balance at the beginning of the period | $ 833,254 | |||
Balance at the end of the period | $ 833,254 | 833,254 | ||
Accumulated amortization | ||||
Balance at the beginning of the period | (615,378) | |||
Amortization Expense | (12,071) | $ (12,137) | (36,286) | $ (40,809) |
Balance at the end of the period | (651,664) | (651,664) | ||
Intangible assets subject to amortization, net | ||||
Balance at the beginning of the period | 217,876 | |||
Amortization Expense | (12,071) | (12,137) | (36,286) | (40,809) |
Intangible assets, net | 181,590 | 217,876 | ||
Mastheads | ||||
Balance at the beginning of the period | 193,039 | |||
Impairment Charges | (9,488) | |||
Balance at the end of the period | 183,551 | 183,551 | ||
Goodwill [Roll Forward] | ||||
Balance at the beginning of the period | 996,115 | |||
Goodwill impairment charge | (290,941) | |||
Balance at the end of the period | 705,174 | 705,174 | ||
Total | ||||
Balance at the beginning of the period | 1,407,030 | |||
Impairment Charges | (300,429) | |||
Amortization Expense | (12,071) | $ (12,137) | (36,286) | $ (40,809) |
Balance at the end of the period | $ 1,070,315 | $ 1,070,315 |
INTANGIBLE ASSETS AND GOODWIL30
INTANGIBLE ASSETS AND GOODWILL - Amortization (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 27, 2015 | Sep. 28, 2014 | Sep. 27, 2015 | Sep. 28, 2014 | |
INTANGIBLE ASSETS AND GOODWILL | ||||
Amortization expense | $ 12,071 | $ 12,137 | $ 36,286 | $ 40,809 |
Estimated amortization expense | ||||
2015 (remainder) | 12,103 | 12,103 | ||
2,016 | 47,986 | 47,986 | ||
2,017 | 48,907 | 48,907 | ||
2,018 | 47,275 | 47,275 | ||
2,019 | 23,769 | 23,769 | ||
2,020 | $ 418 | $ 418 |
DIVESTITURE (Details)
DIVESTITURE (Details) - USD ($) $ in Thousands | May. 05, 2014 | Sep. 28, 2014 | Sep. 28, 2014 |
Financial information for operations | |||
INCOME (LOSS) FROM DISCONTINUED OPERATIONS, NET OF TAXES | $ (141) | $ (1,620) | |
Anchorage Daily News | Discontinued Operations, Disposed of by Sale [Member] | |||
DIVESTITURE | |||
Proceeds from sale | $ 34,000 | ||
Financial information for operations | |||
Revenues | 9,071 | ||
Loss from discontinued operations, before taxes | (163) | (211) | |
Income tax benefit | (105) | (125) | |
Loss from discontinued operations, net of tax, before loss on sale | (58) | (86) | |
Gain (loss) on sale of discontinued operations | (83) | 5,391 | |
Income tax provisions | 6,925 | ||
Loss on sale of discontinued operations, net of tax | (83) | (1,534) | |
INCOME (LOSS) FROM DISCONTINUED OPERATIONS, NET OF TAXES | $ (141) | $ (1,620) |
INVESTMENTS IN UNCONSOLIDATED32
INVESTMENTS IN UNCONSOLIDATED COMPANIES (Details) - USD ($) $ in Thousands | Aug. 03, 2015 | Oct. 01, 2014 | May. 07, 2014 | Apr. 01, 2014 | Oct. 31, 2015 | Apr. 30, 2015 | Dec. 28, 2014 | Sep. 28, 2014 | Jun. 29, 2014 | Sep. 27, 2015 | Sep. 28, 2014 |
Investments in unconsolidated companies and joint ventures | |||||||||||
Investments in unconsolidated companies | $ 230,473 | $ 237,118 | |||||||||
Equity Method Investment, Realized Gain (Loss) on Disposal | $ 11 | 8,093 | $ 145,904 | ||||||||
Proceeds from Equity Method Investment, Dividends or Distributions | $ 7,500 | $ 148,176 | |||||||||
Apartments.Com Business | Disposal Group, Disposed of by Sale, Not Discontinued Operations [Member] | |||||||||||
Investments in unconsolidated companies and joint ventures | |||||||||||
Gain on sale | $ 144,200 | ||||||||||
Return of investment treated as investing activity | $ 146,900 | ||||||||||
Classified Ventures LLC | Disposal Group, Disposed of by Sale, Not Discontinued Operations [Member] | |||||||||||
Investments in unconsolidated companies and joint ventures | |||||||||||
Proceeds from sale | $ 606,200 | ||||||||||
Gain on sale | 559,300 | ||||||||||
Proceeds before taxes and escrow | $ 631,800 | ||||||||||
Term of Agreement | 5 years | ||||||||||
Classified Ventures LLC | Disposal Group, Disposed of by Sale, Not Discontinued Operations [Member] | Expected | |||||||||||
Investments in unconsolidated companies and joint ventures | |||||||||||
Proceeds from sale | $ 23,500 | ||||||||||
Escrow Deposit | $ 2,100 | ||||||||||
Classified Ventures LLC | Disposal Group, Held-for-sale, Not Discontinued Operations [Member] | |||||||||||
Investments in unconsolidated companies and joint ventures | |||||||||||
Escrow Deposit | $ 25,600 | ||||||||||
McClatchy Tribune Information Services Member | Disposal Group, Disposed of by Sale, Not Discontinued Operations [Member] | |||||||||||
Investments in unconsolidated companies and joint ventures | |||||||||||
Term of Agreement | 10 years | ||||||||||
Newswire Content Cost | $ 0 | ||||||||||
Intangible asset - newswire content | 3,100 | ||||||||||
Equity Method Investment, Realized Gain (Loss) on Disposal | $ 1,700 | ||||||||||
Career Builder LLC | |||||||||||
Investments in unconsolidated companies and joint ventures | |||||||||||
Ownership Interest (as a percent) | 15.00% | ||||||||||
Investments in unconsolidated companies | 226,965 | $ 233,192 | |||||||||
Return of investment treated as investing activity | $ 7,500 | ||||||||||
Classified Ventures LLC | |||||||||||
Investments in unconsolidated companies and joint ventures | |||||||||||
Gain on sale | $ 7,500 | ||||||||||
Return of investment treated as investing activity | 6,000 | ||||||||||
Other | |||||||||||
Investments in unconsolidated companies and joint ventures | |||||||||||
Investments in unconsolidated companies | $ 3,508 | $ 3,926 | |||||||||
Classified Ventures, LLC Selling Partners [Member] | Classified Ventures LLC | Disposal Group, Disposed of by Sale, Not Discontinued Operations [Member] | |||||||||||
Investments in unconsolidated companies and joint ventures | |||||||||||
Proceeds from sale | $ 2,500,000 | ||||||||||
Classified Ventures LLC | Apartments.Com Business | Disposal Group, Disposed of by Sale, Not Discontinued Operations [Member] | |||||||||||
Investments in unconsolidated companies and joint ventures | |||||||||||
Proceeds from sale | $ 585,000 |
INVESTMENTS IN UNCONSOLIDATED33
INVESTMENTS IN UNCONSOLIDATED COMPANIES (Details 2) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 27, 2015 | Sep. 28, 2014 | |
INVESTMENTS IN UNCONSOLIDATED COMPANIES | ||
Proportionate share of net income before taxes (as a percent) | 20.00% | |
Condensed financial information | ||
Net revenues | $ 526,729 | $ 532,797 |
Gross profit | 490,140 | 475,145 |
Operating income | 100,495 | 100,493 |
Net income | $ 97,886 | $ 100,093 |
LONG-TERM DEBT - Components tab
LONG-TERM DEBT - Components table (Details) - USD ($) $ in Thousands | Sep. 27, 2015 | Dec. 28, 2014 | Dec. 31, 2012 |
Long-term debt disclosures | |||
Face Value | $ 966,145 | ||
Carrying value | 932,880 | $ 994,812 | |
Total long-term debt, net of current | 932,880 | 994,812 | |
Unamortized debt issuance costs and discounts | $ 33,300 | $ 37,600 | |
9.00% senior secured notes due in 2022 | |||
Long-term debt disclosures | |||
Interest rate (as a percent) | 9.00% | 9.00% | 9.00% |
Face Value | $ 540,785 | ||
Carrying value | $ 530,141 | $ 543,640 | |
5.750% notes due in 2017 | |||
Long-term debt disclosures | |||
Interest rate (as a percent) | 5.75% | 5.75% | |
Face Value | $ 59,942 | ||
Carrying value | $ 58,841 | $ 108,489 | |
7.150% debentures due in 2027 | |||
Long-term debt disclosures | |||
Interest rate (as a percent) | 7.15% | 7.15% | |
Face Value | $ 89,188 | ||
Carrying value | $ 84,371 | $ 84,076 | |
6.875% debentures due in 2029 | |||
Long-term debt disclosures | |||
Interest rate (as a percent) | 6.875% | 6.875% | |
Face Value | $ 276,230 | ||
Carrying value | $ 259,527 | $ 258,607 |
LONG-TERM DEBT - Extinguishment
LONG-TERM DEBT - Extinguishment (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 27, 2015 | Jun. 28, 2015 | Sep. 28, 2014 | Sep. 27, 2015 | Sep. 28, 2014 | |
Extinguishment of debt | |||||
Face value of notes redeemed or repurchased | $ 25,000 | $ 41,400 | $ 0 | $ 0 | |
Gain on extinguishment of debt, net | 1,632 | $ 749 | |||
Notes repurchased privately | 66,357 | 66,357 | |||
9.00% senior secured notes due in 2022 | |||||
Extinguishment of debt | |||||
Notes repurchased privately | 15,000 | 15,000 | |||
5.750% notes due in 2017 | |||||
Extinguishment of debt | |||||
Notes repurchased privately | $ 51,357 | $ 51,357 |
LONG-TERM DEBT (Details)
LONG-TERM DEBT (Details) $ in Millions | Oct. 21, 2014USD ($) | Sep. 27, 2015USD ($) |
Amendment 21 October 2014 [Member] | ||
LONG-TERM DEBT | ||
Maximum borrowing capacity, before amendment | $ 65 | |
Revolving credit facility | LIBOR | ||
LONG-TERM DEBT | ||
Variable rate basis | London Interbank Offered Rate | |
Revolving credit facility | Base rate | ||
LONG-TERM DEBT | ||
Variable rate basis | base rate | |
Revolving credit facility | Amendment 21 October 2014 [Member] | ||
LONG-TERM DEBT | ||
Outstanding line of credit | $ 0 | |
Maximum consolidated leverage ratio | 6 | |
Minimum threshold amount of debt used to calculate consolidated total leverage ratio | $ 20 | |
Dividends restricted if consolidated leverage ratio is exceeded | 5.25 | |
Revolving credit facility | Amendment 21 October 2014 [Member] | Minimum | ||
LONG-TERM DEBT | ||
Commitment fees for the unused revolving credit (as a percent) | 0.50% | |
Revolving credit facility | Amendment 21 October 2014 [Member] | Maximum | ||
LONG-TERM DEBT | ||
Commitment fees for the unused revolving credit (as a percent) | 0.625% | |
Revolving credit facility | Amendment 21 October 2014 [Member] | LIBOR | Minimum | ||
LONG-TERM DEBT | ||
Basis spread on variable rate (as a percent) | 2.75% | |
Revolving credit facility | Amendment 21 October 2014 [Member] | LIBOR | Maximum | ||
LONG-TERM DEBT | ||
Basis spread on variable rate (as a percent) | 4.25% | |
Revolving credit facility | Amendment 21 October 2014 [Member] | Base rate | Minimum | ||
LONG-TERM DEBT | ||
Basis spread on variable rate (as a percent) | 1.75% | |
Revolving credit facility | Amendment 21 October 2014 [Member] | Base rate | Maximum | ||
LONG-TERM DEBT | ||
Basis spread on variable rate (as a percent) | 3.25% | |
Letter of credit | ||
LONG-TERM DEBT | ||
Maximum borrowing capacity | $ 35 | |
Percentage of aggregate undrawn amount of letter of credit required to provide cash collateral | 101.00% | |
Outstanding letters of credit | $ 33 | |
9.00% Notes | ||
LONG-TERM DEBT | ||
Ownership percentage in each of the guarantor subsidiaries | 100.00% |
EMPLOYEE BENEFITS (Details)
EMPLOYEE BENEFITS (Details) $ in Thousands | 1 Months Ended | 3 Months Ended | 9 Months Ended | ||
Jan. 31, 2014USD ($) | Sep. 27, 2015USD ($) | Sep. 28, 2014USD ($) | Sep. 27, 2015USD ($)item | Sep. 28, 2014USD ($) | |
EMPLOYEE BENEFITS | |||||
Number of new participants | item | 0 | ||||
Retirement expense for continuing operations | |||||
Net pension expense | $ 2,492 | $ 1,159 | $ 7,478 | $ 3,474 | |
Pension plan | |||||
Retirement expense for continuing operations | |||||
Service cost | 2,920 | 2,008 | 8,760 | 6,023 | |
Interest cost | 21,248 | 22,751 | 63,745 | 68,253 | |
Expected return on plan assets | (26,571) | (26,865) | (79,712) | (80,595) | |
Prior service cost amortization | 3 | 9 | |||
Actuarial loss | 5,548 | 4,003 | 16,645 | 12,007 | |
Net pension expense | 3,145 | 1,900 | 9,438 | 5,697 | |
Value of contributions to plan | $ 25,000 | ||||
Post-retirement plans | |||||
Retirement expense for continuing operations | |||||
Net pension expense | $ (653) | $ (741) | $ (1,960) | $ (2,223) |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details) $ in Millions | 1 Months Ended | 9 Months Ended | |
Feb. 28, 2009item | Dec. 31, 2008item | Sep. 27, 2015USD ($)item | |
Letter of credit | |||
Additional disclosures | |||
Outstanding letters of credit | $ | $ 33 | ||
"Sacramento Case" | |||
Contingencies | |||
Number of carriers | 5,000 | ||
Number of phases | 3 | ||
"Fresno Case" | |||
Contingencies | |||
Number of carriers | 3,500 | ||
Number of phases | 2 |
STOCK PLANS - Activity (Details
STOCK PLANS - Activity (Details) $ / shares in Units, $ in Thousands | 9 Months Ended |
Sep. 27, 2015USD ($)$ / sharesshares | |
RSUs | |
RSU's | |
Nonvested at the beginning of the period (in shares) | 1,329,550 |
Granted (in shares) | 1,365,300 |
Vested (in shares) | (952,300) |
Forfeited (in shares) | (120,350) |
Nonvested at the end of the period (in shares) | 1,622,200 |
Weighted Average Grant Date Fair Value | |
Outstanding at the beginning of the period (in dollars per share) | $ / shares | $ 3.62 |
Granted (in dollars per share) | $ / shares | 2.30 |
Vested (in dollars per share) | $ / shares | 2.84 |
Forfeited (in dollars per share) | $ / shares | 3.12 |
Outstanding at the end of the period (in dollars per share) | $ / shares | $ 3 |
Additional disclosures | |
Total fair value | $ | $ 1,600 |
Stock options and SARs | |
Options/SARs | |
Outstanding at the beginning of the period (in shares) | 3,848,750 |
Forfeited (in shares) | (62,500) |
Expired (in shares) | (148,750) |
Outstanding at the end of the period (in shares) | 3,637,500 |
Weighted Average Exercise Price | |
Outstanding at the beginning of the period (in dollars per share) | $ / shares | $ 9.28 |
Forfeited (in dollars per share) | $ / shares | 2.59 |
Expired (in dollars per share) | $ / shares | 13.62 |
Outstanding at the end of the period (in dollars per share) | $ / shares | $ 9.22 |
Aggregate Intrinsic Value | |
Outstanding at the beginning of the period (in dollars) | $ | $ 1,542 |
STOCK PLANS - Stock-based compe
STOCK PLANS - Stock-based compensation (Details) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 27, 2015USD ($) | Sep. 28, 2014USD ($) | Sep. 27, 2015USD ($)item | Sep. 28, 2014USD ($) | |
STOCK PLANS | ||||
Number of stock-based compensation plans | 3 | |||
Stock-based compensation expense | $ | $ 498 | $ 1,108 | $ 2,750 | $ 2,682 |