UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark One)
X QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934.
For the quarterly period ended June 30, 1997
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission File Number: 1-9824
McCLATCHY NEWSPAPERS, INC.
(Exact name of registrant as specified in its charter)
Delaware 94-0666175
(State of Incorporation) (IRS Employer Identification Number)
2100 "Q" Street, Sacramento, CA. 95816
(Address of principal executive offices)
(916) 321-1846
(Registrant's telephone number)
Indicate by check mark whether the registrant has (1) filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes X No .
The number of shares of each class of common stock outstanding as of August 8,
1997:
Class A Common Stock 9,351,446
Class B Common Stock 28,699,412
1 of 21
McCLATCHY NEWSPAPERS, INC.
INDEX TO FORM 10-Q
Page
Part I - FINANCIAL INFORMATION
Item 1 - Financial Statements:
Consolidated Balance Sheet - June 30, 1997
(unaudited) and December 31, 1996 3
Consolidated Statement of Income for the
Three Months and Six
Months Ended
June 30, 1997 and 1996 (unaudited) 5
Consolidated Statement of Cash Flows for
the Six Months Ended
June 30, 1997
and 1996 (unaudited) 6
Consolidated Statement of Stockholders'
Equity for the Period from December 31,
1995 to June 30, 1997 (unaudited) 7
Notes to Consolidated Financial Statements
(unaudited) 8
Item 2 - Management's Discussion and Analysis of
Results of Operations and Financial Condition 15
Part II - OTHER INFORMATION 20
2
PART I - FINANCIAL
INFORMATION
Item 1 - Financial
Statements
McCLATCHY NEWSPAPERS, INC.
CONSOLIDATED BALANCE SHEET
(In thousands)
ASSETS
June 30, December 31,
1997 1996
(Unaudited)
Current assets:
[S] [C] [C]
Cash and cash equivalents $ 8,255 $ 5,877
Trade receivables (less
allowances of $2,642 in
1997 and $2,440 in 1996) 78,693 81,791
Other receivables 1,696 1,911
Newsprint, ink and other
inventories 10,583 8,015
Deferred income taxes 10,787 10,223
Other current assets 3,911 3,193
Total current assets 113,925 111,010
Property, plant and
equipment:
Land 33,054 32,591
Buildings and improvements 157,564 157,741
Equipment 376,372 369,346
Construction in progress 6,876 8,532
Total 573,866 568,210
Accumulated depreciation (239,782) (226,420)
Net property,plant
and equipment 334,084 341,790
Intangibles - net 401,347 411,393
Newsprint mill investment 8,289 8,989
Other assets 2,473 2,484
Total assets $ 860,118 $ 875,666
See notes to consolidated
financial statements
3
McCLATCHY NEWSPAPERS, INC.
CONSOLIDATED BALANCE SHEET
(In thousands, except share
amounts)
LIABILITIES AND STOCKHOLDERS' EQUITY
June 30, December 31,
1997 1996
(Unaudited)
Current liabilities:
[S] [C] [C]
Accounts payable $ 27,900 $ 22,806
Accrued compensation 36,152 33,567
Income taxes 1,288 4,737
Unearned revenue 17,701 18,103
Carrier deposits 4,142 4,149
Other accrued liabilities 9,592 8,998
Total current liabilities 96,775 92,360
Long-term bank debt 143,000 190,000
Other long-term obligations 28,966 29,814
Deferred income taxes 58,798 60,378
Commitments and contingencies (note 7)
Stockholders' equity:
Common stock $.01 par value:
Class A - authorized
100,000,000 shares, 9,223,828 issued
in 1997 and 8,946,651 in 1996 92 89
Class B - authorized
60,000,000 shares, issued
28,729,412 in 1997 and 28,842,287 in 1996 287 288
Additional paid-in capital 70,878 67,534
Retained earnings 461,322 435,574
Treasury stock, 25,000 Class A shares
in 1996 - (371)
Total stockholders'equity 532,579 503,114
Total liabilities and stockholders' equity $ 860,118 $ 875,666
See notes to consolidated financial statements
4
McCLATCHY NEWSPAPERS, INC.
CONSOLIDATED STATEMENT OF INCOME
(In thousands, except per share amounts)
Three Months Ended June 30 Six Months Ended June 30
1997 1996 1997 1996
Revenues - net: (Unaudited) (Unaudited)
Newspapers:
Advertising $ 128,317 $ 121,584 $ 244,960 $ 233,414
Circulation 26,615 27,098 53,573 54,094
Other 4,401 3,640 8,634 7,182
Total Newspapers 159,333 152,322 307,167 294,690
Non-newspapers 2,947 4,597 5,734 8,532
Total net revenue 162,280 156,919 312,901 303,222
Operating expenses:
Compensation 63,008 62,808 126,416 126,198
Newsprint and
supplements 23,586 30,315 45,057 61,489
Depreciation and
amortization 13,391 13,256 26,641 26,252
Other operating
expenses 29,753 28,345 59,455 56,991
Total 129,738 134,724 257,569 270,930
Operating income 32,542 22,195 55,332 32,292
Non-operating (expenses)
income:
Interest expense (2,333) (3,499) (5,001) (6,952)
Partnership (loss)
income (300) 1,100 (700) 2,250
Gain on sale of
newspaper operations 109 - 6,703 -
Other - net 128 20 231 59
Income before income
tax provision 30,146 19,816 56,565 27,649
Income tax provision 12,554 8,611 23,616 12,058
Net income $ 17,592 $ 11,205 $ 32,949 $ 15,591
Net income per
common share $ 0.46 $ 0.30 $ 0.87 $ 0.41
Weighted average number
of common shares 38,091 37,729 38,038 37,673
See notes to consolidated financial statements
5
McCLATCHY NEWSPAPERS, INC.
CONSOLIDATED STATEMENT OF CASH FLOWS
(In thousands)
Six Months Ended June 30,
1997 1996
(unaudited)
Cash provided (used) by operating activities:
[S] [C] [C]
Net income $ 32,949 $ 15,591
Reconciliation to net cash provided:
Depreciation and amortization 26,714 26,329
Partnership losses (income) 700 (2,250)
Changes in certain assets and liabilities - net 2,608 13,382
Gain on sale of newspaper operations (6,703) -
Other (2,105) (740)
Net cash provided by operating activities 54,163 52,312
Cash provided (used) by investing activities:
Purchase of property, plant and equipment (12,707) (18,304)
Sale of newspaper operations 11,400 -
Other - net 6 (1,830)
Net cash used by investing activities (1,301) (20,134)
Cash (used) provided by financing activitites:
Repayment of long-term debt (47,000) (26,000)
Payment of cash dividends (7,201) (5,702)
Other - principally stock issuances 3,717 1,341
Net cash used by financing activities (50,484) (30,361)
Net change in cash and cash equivalents 2,378 1,817
Cash and cash equivalents, beginning of year 5,877 3,252
Cash and cash equivalents, end of period $ 8,255 $ 5,069
Other cash flow information
Cash paid during the period for:
Income taxes (net of refunds) $ 28,591 $ 5,963
Interest paid (net of capitalized interest) 5,475 6,683
See notes to consolidated financial statements
6
McCLATCHY NEWSPAPERS, INC.
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY (UNAUDITED)
(In thousands, except share and per share amounts)
Par Value Additonal Treasury
Class A Class B Paid-In Retained Stock
Common Common Capital Earnings At cost Total
Balances,
December 31, 1995 $ 85 $ 289 $ 62,447 $ 403,244 $ (371) $ 465,694
Net income
(6 months) 15,591 15,591
Dividends paid
($.152 per share) (5,702) (5,702)
Issuance of 95,703
shares under
employee plans 1,341 1,341
Balances,
June 30,1996 85 289 63,788 413,133 (371) 476,924
Net income
(6 months) 28,902 28,902
Dividends paid
($.171 per share) (6,461) (6,461)
Conversion of 71,875
Class B shares
to Class A 1 (1)
Issuance of 211,673
Class A shares under
employee stock plans 3 3,112 3,115
Tax benefit from
stock plans 634 634
Balances,
December 31, 1996 89 288 67,534 435,574 (371) 503,114
Net income (6 months) 32,949 32,949
Dividends paid
($.19 per share) (7,201) (7,201)
Conversion of 112,875
Class B shares to
Class A 1 (1)
Issuance of 194,302
Class A shares
under employee and
director plans 2 3,099 3,101
Tax benefit from
stock plans 616 616
Retirement of
treasury shares (371) 371
Balances,
June 30, 1997 $ 92 $ 287 $ 70,878 $ 461,322 $ - $ 532,579
See notes to consolidated financial statements
7
McCLATCHY NEWSPAPERS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
1. SIGNIFICANT ACCOUNTING POLICIES
McClatchy Newspapers, Inc. (the "Company") and its subsidiaries are engaged
primarily in the publication of newspapers located in California, Washington
state, Alaska and North and South Carolina.
The consolidated financial statements include the accounts of the Company and
its subsidiaries. Significant intercompany items and transactions have been
eliminated. All share and per share amounts have been adjusted to reflect a
five-for-four stock split. See note 8. In preparing the financial statements,
management makes estimates and assumptions that affect the reported amounts of
assets and liabilities and disclosure of contingent assets and liabilities at
the date of the financial statements and the reported amounts of revenues and
expenses during the reporting period. Actual results could differ from those
estimates.
In the opinion of management, the accompanying unaudited consolidated
financial statements contain all adjustments necessary to present fairly the
Company's financial position, results of operations, and cash flows for the
interim periods presented. All adjustments are normal recurring entries. Such
financial statements are not necessarily indicative of the results to be
expected for the full year.
Revenue recognition - Advertising revenues are recorded when advertisements
are placed in the newspaper and circulation revenues are recorded as newspapers
are delivered over the subscription term. Unearned revenues represent prepaid
circulation subscriptions.
Cash equivalents are highly liquid investments with maturities of three
months or less when acquired.
Concentrations of credit risks - Financial instruments which potentially
subject the Company to concentrations of credit risks are principally cash and
cash equivalents and trade accounts receivables. Cash and cash equivalents are
placed with major financial institutions. Accounts receivables are with
customers located primarily in the immediate area of each city of publication.
The Company routinely assesses the financial strength of significant customers
and this assessment, combined with the large number and geographic diversity of
its customers, limits the Company's concentration of risk with respect to trade
accounts receivables.
Inventories are stated at the lower of cost (based principally on the last-
in, first-out method) or current market value. If the first-in, first-out
method of inventory accounting had been used, inventories would have increased
by $3,499,000 at June 30, 1997 and $3,246,000 at December 31, 1996.
Related party transactions - The Company owns a 13.5% interest in Ponderay
Newsprint Company ("Ponderay") which owns and operates a newsprint mill in the
State of Washington. The investment is accounted for using the equity method,
under which the Company's share of earnings of Ponderay is
8
reflected in income as earned. The Company guarantees certain bank debt used to
construct the mill (see note 7) and is required to purchase 28,400 metric tons
of annual production on a "take-if-tendered" basis until the debt is repaid.
The Company satisfies this obligation by direct purchase (1997: $7,700,000
and 1996: $5,699,000) or reallocation to other buyers. To secure additional
newsprint, the Company has arranged to purchase an additional 8,000 metric tons
from Ponderay in 1997.
Property, plant and equipment are stated at cost. Major renewals and
betterment's, as well as interest incurred during construction, are capitalized.
For three months ended June 30, 1997 and 1996 such interest was $10,000 and
$323,000, respectively. For the six months then ended, such interest was
$25,000 in 1997 and $459,000 in 1996.
Depreciation is computed generally on a straight-line basis over estimated
useful lives of:
- 10 to 60 years for buildings
- 9 to 25 years for presses
- 3 to 15 years for other equipment
Intangibles consist of the unamortized excess of the cost of acquiring
newspaper operations over the fair market values of the newspapers' tangible
assets at the date of purchase. Identifiable intangible assets, consisting
primarily of lists of advertisers and subscribers and covenants not to compete,
are amortized over periods ranging from three to forty years. The excess of
purchase prices over identifiable assets is amortized over forty years.
Management periodically evaluates the recoverability of intangible assets by
reviewing the current and projected cash flows of each of its newspaper
operations.
Stock-based compensation - The Company accounts for stock-based awards to
employees using the intrinsic value method in accordance with APB No. 25,
Accounting for Stock Issued to Employees.
Deferred income taxes result from temporary differences between amounts
reported for financial and income tax reporting purposes. See note 3.
Earnings per share are based on the weighted average number of outstanding
shares of common stock and dilutive common stock equivalents (stock options).
All share and per share amounts have been adjusted to reflect a five-for-four
stock split. See note 8.
2. LONG-TERM BANK DEBT AND OTHER LONG-TERM OBLIGATIONS
On July 28, 1995 the Company entered into a bank credit agreement (Credit
Agreement) providing for borrowings up to $310,000,000. At June 30, 1997 and
December 31, 1996 the Company had long-term bank debt of $143,000,000 and
$190,000,000, respectively. In addition, the Company also has an
outstanding letter of credit for $4,309,000 securing estimated obligations from
workers' compensation claims.
9
Under the Credit Agreement, interest only is payable through July 1, 2000.
Principal in the amount of $28,000,000 is due on July 1, 2003 and the remaining
principal matures in increasing annual amounts until it is paid in full by July
1, 2005. The Company may select between alternative floating interest rates for
each drawdown. On June 30, 1997 the interest rate applicable to the amount
drawn ranged from 6.0% to 6.6%. Such debt is unsecured and the related
agreement contains covenants requiring, among other things, maintenance of cash
flow and limitations on debt-to-equity ratios, with which the Company was in
compliance at June 30, 1997.
At June 30, 1997 the Company had an outstanding interest rate swap that
effectively converted $50,000,000 of debt under its Credit Agreement to a fixed
rate debt at a rate of 6.0%. The swap expires in November 1998. The Company
makes payments to a counterparty depending on the change in variable interest
rates which are recorded as additions to or reductions of interest expense.
Other long-term obligations consist of (in thousands):
June 30, December 31,
1997 1996
[S] [C] [C]
Pension obligations $ 17,172 $ 17,272
Post retirement benefits
obligation 8,514 9,058
Deferred compensation and other 3,280 3,484
Total long-term obligations $ 28,966 $ 29,814
3. INCOME TAX PROVISIONS
Income tax provisions consist of (in thousands):
Three Months Ended Six Months Ended
June 30, June 30,
1997 1996 1997 1996
Current:
[S] [C] [C] [C] [C]
Federal $ 11,680 $ 8,366 $ 22,039 $ 11,414
State 1,953 964
3,721 1,328
Deferred:
Federal (1,181) (805) (2,305) (806)
State 102 86 161 122
Income tax provision $ 12,554 $ 8,611 $ 23,616 $ 12,058
10
The effective tax rate and the statutory federal income tax rate are
reconciled as follows:
Three Months Six Months Ended
Ended
June 30, June 30,
1997 1996 1997 1996
[S] [C] [C] [C] [C]
Statutory rate 35.0% 35.0% 35.0% 35.0%
State taxes, net of federal
benefit 4.4 3.4 4.5 3.4
Amortization 3.1 4.6 3.1 4.7
Tax adjustments to basis of
newspapers sold (1.0) - (1.0) -
Other 0.1 0.5 0.2 0.5
Effective tax rate 41.6% 43.5% 41.8% 43.6%
The components of deferred taxes recorded in the Company's Balance Sheet on
June 30, 1997 and December 31, 1996 are (in thousands):
1997 1996
[S] [C] [C]
Depreciation and amortization $ 55,463 $ 55,649
Partnership losses 7,991 8,283
State taxes 924 1,310
Deferred compensation (17,633) (16,540)
Other 1,266 1,453
Deferred tax liability (net of
$10,787 in 1997 and $10,223 in 1996
reported as current assets) $ 48,011 $ 50,155
4. INTANGIBLES
Intangibles consist of (in thousands):
June 30, December 31,
1997 1996
Identifiable intangible assets,
[S] [C] [C]
primarily customer lists $ 147,443 $ 148,692
Excess purchase prices over
identifiable intangible assets 362,060 365,604
Total 509,503 514,296
Less accumulated amortization 108,156 102,903
Intangibles - net $ 401,347 $ 411,393
11
5. EMPLOYEE BENEFIT PLANS
The Company has two defined benefit pension plans (retirement plans) which
together cover a majority of its employees. Benefits are based on years of
service and compensation. Contributions to the plans are made by the Company in
amounts deemed necessary to provide benefits. The plans assets
consist primarily of marketable securities including common stocks, bonds and
U.S. government obligations, and other interest bearing accounts.
The Company also has three supplemental retirement plans to provide key
employees with additional retirement benefits. The terms of the plans are
generally the same as those of the retirement plans, except that the
supplemental retirement plans are limited to key employees and benefits under
them are reduced by benefits received under the retirement plans. These plans
are funded on a pay-as-you-go basis and the accrued pension obligation for the
supplemental retirement plans is included in other long-term obligations.
Expenses of these plans for the three months ended June 30, 1997 and 1996
were $1,895,000 and $1,852,000, respectively. Expenses for the six months then
ended were $3,693,000 and $3,666,000 in 1997 and 1996, respectively.
The Company also has two deferred compensation and investment plans (401(k)
plans) which enables qualified employees to voluntarily defer compensation.
Company contributions to the 401(k) plans for the three months ended June 30,
1997 and 1996 were $1,257,000 and $1,151,000, respectively. Contributions for
the six months then ended were $2,423,000 and $2,291,000 in 1997 and 1996,
respectively.
The Company also provides or subsidizes certain retiree health care and life
insurance benefits. For the three months ended June 30, 1997 and 1996,
postretirement benefit credit was $179,000 and was $60,000 expense in 1996. For
the six months then ended, postretirement benefit credit was $359,000 in 1997
and was a $120,000 expense in 1996.
6. CASH FLOW INFORMATION
Cash provided or used by operations in the six months ended June 30, 1997 and
1996 was affected by changes in certain assets and liabilities as follows (in
thousands):
1997 1996
Increase (decrease) in assets:
[S] [C] [C]
Receivables $ (2,988) $ (752)
Inventories 2,832 (5,500)
Other assets 975 (2,001)
Total 819 (8,303)
Increase (decrease) in liabilities:
Accounts payable 5,118 (1,827)
Accrued compensation 1,396 1,358
Income taxes (3,449) 4,622
Other liabilities 362 926
Total 3,427 5,079
Net cash increase from changes in
assets and liabilities $ 2,608 $ 13,382
12
7. COMMITMENTS AND CONTINGENCIES
The Company guarantees $20,829,000 of bank debt related primarily to its
joint venture in the Ponderay newsprint mill.
There are libel and other legal actions that have arisen in the ordinary
course of business and are pending against the Company. From time to time, the
Company is involved as a party in various governmental proceedings, including
environmental matters. Management believes, after reviewing such actions with
counsel, that the outcome of pending actions will not have a material adverse
effect on the Company's consolidated results of operations or financial
position.
8. COMMON STOCK AND STOCK PLANS
On May 21, 1997 the Company increased the authorized shares of Class A
common stock to 100,000,000 and increased authorized Class B shares to
60,000,000. On March 31, 1997 the Company retired 25,003 shares of Class A
common stock that were held as treasury shares.
On December 4, 1996, the Board of Directors of the Company declared a five-
for-four split on its Class A and Class B common stock in the form of a special
25% stock dividend, which was paid on January 2, 1997 to the holders of
record of the common stock as of the close of business on December 16, 1996.
All share and per share amounts have been adjusted in the financial statements
to reflect the stock split.
The Company's Class A and Class B common stock participate equally in
dividends. Holders of Class A common stock are entitled to one-tenth of a vote
per share and to elect as a class 25% of the Board of Directors, rounded up to
the nearest whole number. Holders of Class B common stock are entitled to one
vote per share and to elect as a class 75% of the Board of Directors, rounded
down to the nearest whole number. Class B common stock is convertible at the
option of the holder into Class A common stock on a share-for-share basis.
At June 30, 1997 the Company has four stock-based compensation plans, which
are described below. The Company applies APB No. 25 and related interpretations
in accounting for its plans. No significant amounts of compensation cost have
been recognized for its fixed stock option plans and its stock purchase plan.
The Company's Amended Employee Stock Purchase Plan (the Purchase Plan)
reserved 1,875,000 shares of Class A common stock for issuance to employees.
Eligible employees may purchase shares at 85% of "fair market value" (as
defined) through payroll deductions. The Purchase Plan can be automatically
terminated by the Company at any time. As of June 30, 1997, 759,548 shares of
Class A common stock have been issued under the Purchase Plan.
The Company's Amended and Restated 1987 Stock Option Plan (1987 employee
plan), as amended, reserved 750,000 shares of Class A common stock for issuance
to key employees. Options are granted at the market price of the Class A common
stock on the date of the grant. The options vest in installments
13
over four years, and once vested are exercisable up to ten years from the date
of award. Although the employee plan permits the Company, at its sole
discretion, to settle unexercised options by making payments to the option
holder of stock appreciation rights (SARs), the Company does not intend to avail
itself of this alternative except in limited circumstances.
The Company's Amended and Restated 1994 Employee Stock Option Plan (1994
employee plan) reserved 812,500 Class A shares for issuance to key employees.
The terms of this plan are substantially the same as the terms of the 1987
employee plan.
The Company's amended and restated stock option plan for outside
(nonemployee) directors (directors' plan) provides for the issuance of up to
187,500 shares of Class A common stock. Under the Directors' Plan each outside
director is granted an option at fair market value for 1,875 shares annually.
Terms of the Directors' Plan are similar to the terms of the employee plans.
In the employee plans, there are 393,698 options exercisable as of June 30,
1997. Substantially all of the shares reserved in the 1987 plan have been
granted. In the 1994 plan, 260,063 remain for future grants. A total of
817,234 options are outstanding in the employee plans at an average option
prices of $15.97 and $20.50 per share for the 1987 and 1994 plans, respectively.
In the directors' plan, 101,250 options are outstanding at an average price of
$18.91 per share, 63,292 shares were exercisable at June 30, 1997 and 75,000 are
available for future awards.
9. FAIR VALUE OF FINANCIAL INSTRUMENTS
SFAS 107, "Disclosures about Fair Value of Financial Instruments", requires
the determination of fair value for certain of the Company's assets, liabilities
and contingent liabilities. The following methods and assumptions were used to
estimate the fair value of those financial instruments included in the following
categories:
Cash Equivalents - The carrying amount approximates fair value based on
quoted market prices.
Long-Term Bank Debt - The carrying value approximates fair value based on
interest rates available to the Company on debt
instruments with similar terms.
Interest Rate Swap Agreement - When considering interest rates at June 30,
1997, it is estimated that the Company could terminate the interest rate
swap agreement with only a nominal gain or loss.
10. SALE OF NEWSPAPER OPERATIONS
On February 28, 1997 the Company completed the sale of the Gilroy Dispatch,
The Hollister Free Lance, the Morgan Hill Times and the Amador Ledger Dispatch.
These newspapers had combined daily circulation of approximately 10,150 and
weekly circulation of 12,800, and generated $7,574,000 in revenues in 1996. The
Company reported a $6,703,000 gain on the sale which is included in non-
operating (expenses) income.
14
Item 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND
FINANCIAL CONDITION
Recent Events and Trends
On December 4, 1996 the Company declared a five-for-four stock split in the
form of a 25% stock dividend which was paid on January 2, 1997. All outstanding
shares and per share amounts have been restated in this discussion to reflect
the stock dividend.
In October 1996, the Company announced that it had entered into agreements
in principle to sell five community newspapers. In December, the Company sold
the Ellensburg Daily Record and recorded a pre-tax gain of $3.2 million. On
February 28, 1997 it completed the sale of the remaining four community
newspapers and recorded a pre-tax gain of $6.7 million in other non-operating
(expenses) income. See note 10. The after tax gain on the 1997 sale is 10
cents per share.
Newsprint prices fluctuated substantially during 1996, reaching an all-time
high in early 1996. Prices began declining during the second quarter of 1996
and the Company's newsprint purchases in the first quarter of 1997 continued to
be priced at roughly year-end 1996 price levels. While newsprint prices rose in
the second quarter of 1997, the Company continued to purchase newsprint at
prices lower than 1996 and management expects average newsprint prices in 1997
to be below 1996 average prices which would positively impact operating income
for the year.
In February 1997, the Financial Accounting Standards Board issued Statement
of Financial Accounting Standards No. 128, "Earnings per Share" (SFAS 128) which
requires changes in current earnings per share (EPS) reporting requirements.
The Company is required to adopt SFAS 128 in the fourth quarter of 1997. Because
of the limited number of stock options granted by the Company, management
expects there to be no significant difference in the calculation and reporting
of EPS under the new statement, hence, SFAS 128 is not expected to significantly
affect historical or future EPS.
In June 1997, the Financial Accounting Standards Board adopted Statements of
Financial Accounting Standards No. 130 (Reporting Comprehensive Income), which
requires that an enterprise report, by major components and as a single total,
the change in its net assets during the period from nonowner sources; and No.
131 (Disclosures about Segments of an Enterprise and Related Information), which
establishes annual and interim reporting standards for an enterprise's business
segments and related disclosures about its products, services, geographic area,
and major customers. Adoption of these statements will not impact the Company's
consolidated financial position, results of operations or cash flows. Both
statements are effective in 1998, with earlier application permitted.
Second Quarter 1997 Compared to 1996
The Company reported record second quarter earnings of $17.6 million or 46
cents per share, up 57.0% from 1996 earnings of $11.2 million or 30 cents per
share. Higher advertising revenues and lower newsprint costs were the primary
factors in earnings growth in the quarter.
15
Revenues:
Revenues increased 3.4% from second quarter 1996 and were up 5.1% excluding
the five community newspapers that were sold. Advertising revenues from ongoing
operations were up 7.2% to $128.3 million, primarily reflecting rate increases
at most newspapers and linage growth in the California and Carolina newspapers.
Circulation revenues were roughly even with the 1996 quarter. The Company chose
to forego circulation rate increases at nearly all of its newspapers in 1997.
Operating Revenues By Region (in thousands):
1997 1996 % Change
[S] [C] [C] [C]
California newspapers $ 80,339 $ 76,846 4.5
Carolina newspapers 42,224 38,679 9.2
Northwest newspapers 36,770 36,797 (0.1)
Non-newspaper operations 2,947 4,597 (35.9)
Total operating revenue $ 162,280 $ 156,919 3.4
California newspapers posted total revenue gains of 4.5%, but were up 7.3%
excluding the four community newspapers which were sold in February 1997. The
sold newspapers contributed $2.0 million in revenues in 1996. Advertising
revenues at the Company's three Bee newspapers in Sacramento, Fresno and Modesto
increased $4.9 million or 8.1% to $65.3 million, with the majority of the
increase coming from The Sacramento Bee. Full run "run-of-press" (ROP)
advertising linage, which is found in the body of a newspaper and generates a
majority of advertising revenues, increased 3.5% at the three Bees. Circulation
revenues declined $73,000, while other revenues increased $596,000 from new
products such as direct mail programs and niche publications at The
Sacramento and Fresno Bees.
Total revenues at the Company's Carolina newspapers increased $3.5 million
or 9.2% with $2.6 million coming from The News and Observer (Raleigh, NC), the
Company's second largest newspaper. Advertising revenues increased $3.2 million
at the Carolina newspapers. Full run ROP linage at the Carolina daily
newspapers increased 9.7%. Circulation revenues increased $153,000 due to
growth in daily and Sunday circulation.
Total revenues at the Company's Northwest newspapers declined nominally
($27,000), but were up $438,000 or 1.2% excluding revenues from the Ellensburg
Daily Record which was sold in December 1996. Advertising revenues increased
$335,000 or 1.2%, while full run ROP linage declined 2.6% at the three Northwest
dailies. While advertising revenues and linage increased at the Anchorage Daily
News, The News Tribune and Tri-City Herald were hurt by retailer consolidations
in their markets. Circulation revenues declined $152,000, and other revenues
increased $230,000 reflecting higher commercial printing revenues.
Non-newspaper revenues declined $1.7 million mostly due to the sale of the
Company's internet access business in September 1996 and a reorganization at its
commercial printing operation in Clovis, California.
16
Operating Expenses:
Operating expenses declined 3.7% and excluding $2.6 million in expenses
related to the sold operations, were down 1.8%. Much of the decline was due to
lower newsprint prices resulting in newsprint and supplements costs declining
$6.5 million or 21.5%. Excluding newsprint and supplements and expenses from
the sold operations, total operating expenses increased 4.0% primarily
due to spending on new product development and promotion of the Company's
publications.
Non-operating (Expenses) Income:
Interest expense declined $1.2 million as the Company continued to repay
debt. The Company recorded a $300,000 loss for its share of its Ponderay
newsprint mill joint venture's results versus $1.1 million in income in the 1996
quarter when newsprint prices were higher.
The Company's effective tax rate was 41.6% in the 1997 quarter, down from
43.5% in 1996, due primarily to lower non-deductible amortization at ongoing
operations and to an adjustment to the tax basis of certain intangibles related
to the sold newspapers. See note 3 to the consolidated financial statements.
Six Month Comparisons
Net income for the first half of 1997 was $32.9 million or 87 cents per
share, including a gain of 10 cents per share on the sale of four community
newspapers in California. Excluding the gain on the sale and results of the
sold newspapers, earnings were $29.2 million or 77 cents. Net income for the
six month period in 1996 was $15.6 million or 41 cents per share, and was $15.9
million or 42 cents excluding the sold newspapers.
In general, revenues and expenses were affected by the same factors as those
discussed in the quarterly comparisons above.
Revenues:
Total revenues increased 3.2% to $312.9 million -- with advertising revenues
up 4.9% to $245.0 million and circulation revenues down 1.0% to $53.6 million.
Excluding the sold newspapers, total revenues increased 4.5% to $311.8 million,
advertising revenues were up 6.2% to $244.2 million and circulation revenues
were roughly flat at $53.4 million.
Operating Revenues By Region (in thousands):
1997 1996 % Change
[S] [C] [C] [C]
California newspapers $ 155,894 $ 151,274 3.1
Carolina newspapers 81,293 73,288 10.9
Northwest newspapers 69,980 70,128 (0.2)
Non-newspaper operations 5,734 8,532 (32.8)
Total operating revenue $ 312,901 $ 303,222 3.2
17
Total revenues at the Company's California newspapers increased $4.6
million, but excluding revenues from the sold newspapers from the comparisons,
revenues increased $7.2 million or 4.9%. Advertising revenues at the three Bee
newspapers were up $6.1 million or 5.1%, while full run ROP advertising linage
was flat. Advertising linage in the first three months of the year was affected
by the consolidation of Macy's and Weinstock's department stores in March 1996.
These stores were previously the Company's largest two advertisers. Circulation
revenues were relatively flat reflecting average paid daily circulation gains of
0.4% and Sunday gains of 0.2% through June 1997 at the three Bees. Other
revenues increased $1.0 million from new products, primarily at The Sacramento
Bee.
Total revenues increased $8.0 million or 10.9% at the Company's Carolina
newspapers, with advertising revenues up $7.1 million and circulation revenues
up $427,000. Full run ROP linage gained 10.7% at the Carolina dailies. Average
paid circulation at the Carolina dailies increased 2.0% daily and 1.2% Sunday.
At the Company's Northwest newspapers, total revenues declined slightly, but
were up $700,000 or 1.0% excluding the Ellensburg Daily Record's revenues from
the comparison. Consolidation of retailers in Tacoma and Tri-Cities, Washington
held advertising revenues to a $710,000 or 1.4% increase. Full run ROP linage
was up 0.8%. Circulation revenues at the Northwest dailies declined $383,000 as
average paid circulation was down 0.9% and Sunday was off 0.7%. Other revenues,
primarily commercial printing, were up $266,000.
Non-newspaper revenues declined $2.8 million reflecting the same factors
discussed in the quarterly comparisons.
Operating Expenses:
Operating expenses declined 4.9%, and were down 3.6% after excluding
expenses of the sold newspapers from the comparisons. Lower newsprint prices
were the major factor in the expense decline. Excluding newsprint and
supplement costs and expenses at the sold newspapers, operating expenses were
held to a 3.2% increase.
Non-Operating (Expenses) Income:
Interest expense declined $2.0 million, while the Company's share of losses
from the Ponderay newsprint mill joint venture was $700,000 versus income
of $2.2 million in the first half of 1996. Non-operating income includes a
gain of $6.7 million from the sale of newspaper operations.
The Company's effective tax rate in the six-month period was 41.8%, compared
to 43.6% in 1996. See note 3 to the consolidated financial statements.
18
Liquidity & Capital Resources
Operations generated $54.2 million of cash, a 3.5% increase over the first
half of 1996. In
addition, the Company received $11.4 million in proceeds from the sale of the
four community newspapers in February 1997. Cash was used to repay debt, pay
for capital expenditures and pay dividends. Capital expenditures are projected
to be between $25.0 million and $30.0 million in 1997.
See notes 1 and 7 to the consolidated financial statements for a discussion
of the Company's commitments to its newsprint mill joint venture (Ponderay).
See note 2 for a discussion of the Company's long-term obligations. The
Company had $167.0 million of available credit at June 30, 1997. Management is
of the opinion that operating cash flow and available credit facilities are
adequate to meet the liquidity needs of the Company, including currently planned
capital expenditures and other investments.
Forward Looking Information
The preceding management discussion contains estimates and other forward-
looking statements covering subjects related to financial operating results.
These forward-looking statements, and any other statements going beyond
historical facts that McClatchy management has discussed, are subject to risks
and uncertainties that could cause actual results to differ. These include
increases in newsprint prices and/or printing and distribution costs over
anticipated levels, competition from other forms of media in the Company's
principal markets, increased consolidation among major retailers in the
Company's newspaper markets or other events depressing the level of advertising,
an economic downturn in the local economies of California's Central Valley,
Washington state, Alaska or the Carolinas, or other occurrences leading to
decreased circulation and diminished revenues from both display and classified
advertising.
19
PART II - OTHER INFORMATION
Item 1. Legal Proceedings - None
Item 2. Changes in Securities - None
Item 3. Default Upon Senior Securities - None
Item 4. Submission of Matters to a Vote of Security Holders:
The Annual Meeting of Stockholders of McClatchy Newspapers, Inc. was held on May
21, 1997 and stockholders of record on March 17, 1997 approved all matters
submitted for voting as follows:
Votes
For Withheld
Election of Directors of the Board:
Nominees for Class A Directors voted
by Class A stockholders:
[S] [C] [C]
Larry Jinks 7,573,686 155,060
Joan F. Lane 7,574,931 153,815
S. Donley Ritchey, Jr. 7,577,307 151,439
Frederick R. Ruiz 7,577,026 151,720
Nominees for Class B Directors voted
by Class B stockholders:
[S] [C]
William K. Coblentz 27,291,205
Molly Maloney Evangelisti 27,291,205
William L. Honeysett 27,291,205
Betty Lou Maloney 27,291,205
James B. McClatchy 27,291,205
William E. McClatchy 27,291,205
Erwin Potts 27,291,205
Gary B. Pruitt 27,291,205
William M. Roth 27,291,205
James P. Smith 27,291,205
20
Votes
Broker
For Against Abstentions Non-Votes
[S] [C] [C] [C] [C]
Approval of Amendment to the
Company's Certificate of
Incorporation to increase
authorized shares of common
stock 27,989,696 62,111 12,271 0
Ratification of
appointment of Deloitte &
Touche LLP as the
Company's independent 28,062,343 423 1,312 0
auditors for 1997
Item 5. Other Information - None
Item 6. Exhibits and Reports on Form 8-K:
Exhibit
3.1 Certificate of Amendment of Restated Certificate of Incorporation of
McClatchy Newspapers, Inc. dated May 22, 1997.
3.2 Amended and Restated By-laws of McClatchy Newspapers, Inc. dated
May 15, 1996.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereto duly authorized.
McClatchy Newspapers, Inc.
Registrant
Date: August 12, 1997 /s/ James P. Smith
James P. Smith
Vice President, Finance and Treasurer
21