10-K 1 mni-20151227x10k.htm 10-K mni_Current folio_10K

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10‑K

 

 

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended: December 27, 2015

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

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The McClatchy Company

(Exact name of registrant as specified in its charter)

 

 

 

 

Delaware

 

52‑2080478

(State or other jurisdiction of incorporation or organization)

 

(I.R.S. Employer Identification No.)

2100 Q Street, Sacramento, CA

 

95816

(Address of principal executive offices)

 

(Zip Code)

 

 

 

916‑321‑1844

Registrant’s telephone number, including area code

 

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

 

Name of each exchange on which registered

Class A Common Stock, par value $.01 per share

 

New York Stock Exchange

 

Securities registered pursuant to Section 12 (g) of the Act: None

Indicate by check mark if the registrant is a well‑known seasoned issuer, as defined in Rule 405 of the Securities Act.

 Yes  No

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.

 Yes  No

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

 Yes  No

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S‑T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

 Yes  No

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S‑K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10‑K or any amendment to this Form 10‑K. 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non‑accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b‑2 of the Exchange Act. (Check one):

 

 

 

 

Large accelerated filer 

Accelerated filer 

Non-accelerated filer 
(Do not check if a smaller
reporting company)

Smaller reporting company 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b‑2 of the Exchange Act).   Yes  No

Based on the closing price of the registrant’s Class A Common Stock on the New York Stock Exchange on June 28, 2015, the last business day of the registrant’s second fiscal quarter, the aggregate market value of the voting and non‑voting common equity held by non‑affiliates was approximately $86.6 million. For purposes of the foregoing calculation only, as required by Form 10‑K, the Registrant has included in the shares owned by affiliates, the beneficial ownership of Common Stock of officers and directors of the Registrant and members of their families, and such inclusion shall not be construed as an admission that any such person is an affiliate for any purpose.

Shares outstanding as of February 29, 2016:

 

 

Class A Common Stock

54,507,190 

Class B Common Stock

24,431,962 

 

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the registrant’s Definitive Proxy Statement to be delivered to shareholders in connection with the Annual Meeting of Shareholders to be held on May 18, 2016, are incorporated by reference in Part III of this Annual Report on Form 10‑K.

 

 

 


 

TABLE OF CONTENTS

 

 

 

 

 

 

PART I 

    

    

    

    

 

Item 1. 

 

Business

 

2

 

Item 1A. 

 

Risk Factors

 

9

 

Item 1B. 

 

Unresolved Staff Comments

 

16

 

Item 2. 

 

Properties

 

16

 

Item 3. 

 

Legal Proceedings

 

16

 

Item 4. 

 

Mine Safety Disclosures

 

17

 

PART II 

 

 

 

 

 

Item 5. 

 

Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

 

18

 

Item 6. 

 

Selected Financial Data

 

20

 

Item 7. 

 

Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

21

 

Item 7A. 

 

Quantitative and Qualitative Disclosures About Market Risk

 

40

 

Item 8. 

 

Financial Statements and Supplementary Data

 

41

 

Item 9. 

 

Changes In and Disagreements With Accountants on Accounting and Financial Disclosure

 

75

 

Item 9A. 

 

Controls and Procedures

 

75

 

Item 9B. 

 

Other Information

 

75

 

PART III 

 

 

 

 

 

Item 10. 

 

Directors, Executive Officers and Corporate Governance

 

76

 

Item 11. 

 

Executive Compensation

 

76

 

Item 12. 

 

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

 

76

 

Item 13. 

 

Certain Relationships and Related Transactions, and Director Independence

 

76

 

Item 14. 

 

Principal Accounting Fees and Services

 

76

 

PART IV 

 

 

 

 

 

Item 15. 

 

Exhibits, Financial Statement Schedules

 

77

 

SIGNATURES 

 

78

 

 

 

 

 


 

PART I

Forward‑Looking Statements:

This annual report on Form 10‑K contains forward‑looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 (“PSLRA”), including statements relating to our future financial performance, business, strategies and operations. These statements are based upon our current expectations and knowledge of factors impacting our business and are generally preceded by, followed by or are a part of sentences that include the words “believes,” “expects,” “anticipates,” “estimates” or similar expressions. All statements, other than statements of historical fact, are statements that could be deemed forward‑looking statements. For all of those statements, we claim the protection of the safe harbor for forward‑looking statements contained in the PSLRA. Such statements are subject to risks, trends and uncertainties. A detailed discussion of these and other risks and uncertainties that could cause actual results and events to differ materially from such forward‑looking statements is included in the section entitled “Risk Factors” (refer to Part I, Item 1A). We undertake no obligation to revise or update any forward‑looking statements except as required under applicable law.

ITEM 1.  BUSINESS

Overview

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 HeraldThe Kansas City Star, The Sacramento BeeThe Charlotte Observer,  The (Raleigh) News and Observer, and the (Fort Worth) Star-TelegramIncorporated in Delaware, we operate media companies in 28 U.S. markets in 14 states, providing each of these 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.

Our operations include 29 local media businesses in 28 growth markets across the United States that are comprised of daily newspapers, websites and mobile apps, mobile news and advertising, video products, niche publications, direct marketing,  direct mail services and nearby community newspapers. Our newspapers range from large dailies serving metropolitan areas to non‑daily newspapers serving small communities. For the year ended December 27, 2015, we had an average aggregate paid daily circulation of 1.6 million and Sunday circulation of 2.4 million. As of December 27, 2015, we had 50.6 million monthly unique visitors to our online platforms. Our local websites and mobile apps in each of our markets complement our newspapers and are integral to extending our journalism and advertising products to our audience in each market. 

Our business is roughly divided between those media companies operated west of the Mississippi River and those that are east of it, but include five operating regions: California, the Carolinas, Southeast, Midwest and Northwest. For the year ended December 27, 2015, no single newspaper and its related businesses represented more than 12.0% of total revenues.

In addition to our media companies, we also own 15.0% of CareerBuilder, LLC, which operates the nation’s largest online job website, CareerBuilder.com; 33.3% of HomeFinder, LLC, which operates the online real estate website HomeFinder.com; as well as certain other digital company investments.

Our fiscal year ends on the last Sunday in December. The fiscal years ended December 27, 2015, December 28, 2014, and December 29, 2013, consist of 52‑week periods.

Strategy

We are committed to a three‑pronged strategy to grow our businesses and total revenues as a leading local media company:

·

First, to maintain our position as the leading local media company in each market by providing high-quality journalism and advertising information to audiences throughout the day on digital platforms and in our printed newspapers; and to grow these audiences for the benefit of our advertisers;

·

Second, to grow non-traditional revenues with a focus on digital revenues. This strategy includes operating the leading local digital business in each of our daily newspaper markets, including websites, mobile apps,

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e‑mail products, mobile services, video products and other electronic media; and

·

Third, to extend these franchises by supplementing the reach of the newspaper and digital businesses with direct marketing, niche publications and events and direct mail products so that advertisers can capture both mass and targeted audiences with one‑stop shopping.

To assist us with these strategies, we have continually reengineered our operations to reduce legacy costs and strengthen areas driving performance in news, audience, advertising and digital growth. As a result of our efforts, we saw accelerated growth in digital revenues in the second half of 2015 and we continued our focus on driving results in direct marketing and audience revenues.

Business Initiatives

Our local media businesses continue to undergo tremendous structural and cyclical change. In order to strengthen our position as a leading local media company and implement our strategies, we are focused on the following five major business initiatives:

Increasing and Broadening Total Revenues

Revenue initiatives in 2015 included adding resources to our digital sales team, revamping our sales forces in our six largest markets and growing our digital marketing product that provides agency services to small and medium-sized businesses in our markets. We realigned and improved delivery of our content on all platforms, from printed newspapers to websites to mobile apps in nearly every market. We also expanded our video efforts to improve storytelling and generate additional advertising revenues.

Our revenues from areas other than traditional newspaper print advertising continue to grow as a percentage of total revenues. Digital and direct marketing advertising, coupled with audience and other revenues generated outside of traditional print and preprinted insert advertising, represented 66.7%, 62.4% and 59.2% of total revenues in 2015, 2014 and 2013, respectively. Our strategy has been to focus on growing revenue sources that include digital and direct marketing advertising, audience and other non-traditional revenues. Management expects newspaper print advertising to be a smaller share of overall advertising in the future, due in part to expected strong growth in digital-only advertising revenues, improved performance in direct marketing advertising and more stable performance in audience revenues. However, we continue to look for opportunities to expand our advertiser base, including print.

Overall, advertising revenues comprise a large majority of our revenues, making the quality of our sales forces of utmost importance and were approximately 60.3% of total revenues in 2015 and 63.8% in 2014. We have a local sales force in each of our markets, and believe that these sales forces are generally larger than those of other local media outlets and websites in those markets. Our sales forces are responsible for delivering to advertisers the broad array of our advertising products, including print, digital and direct marketing. Our advertisers range from large national retail chains to local automobile dealerships to small businesses and classified advertisers.

Increasingly, our emphasis has been on growing the breadth of products offered to advertisers, particularly our digital products and our direct marketing products, while expanding our relationships with local advertisers. For example, over the last several years we have provided a “Sunday Select” program, which delivers a package of preprinted advertisements on Sunday to non‑newspaper subscribers that are interested in circulars.  For 2015, total digital and direct marketing advertising revenues represented 44.9% of total advertising revenues on a combined basis compared to 41.1% and 39.6% in 2014 and 2013, respectively. Our digital products are discussed in more detail below.

In 2015, we expanded our sponsorship of special events programs in our markets, designed for advertisers to connect with their customers, and expect this type of advertising to grow in 2016.  

Audience revenues were approximately 34.8% of consolidated total revenues in 2015 and 32.0% in 2014. Our subscription packages have helped diversify our revenues while continuing to drive growth in digital audience revenues. 

Expanding McClatchy’s Digital Business

We continue to be an industry leader in digital advertising revenues generated on our newspaper websites and mobile

3


 

platforms as a percent of total advertising.  In 2015, 26.2%  of advertising revenues came from digital products compared to 23.7% in 2014. For 2015,  63.5% of our digital advertising revenues came from digital-only advertisements where the online buy was not tied to an “up-sale” of a joint print buy, compared to 59.4% in 2014. We believe this independent advertising revenue stream positions us well for the future of our digital business and is evidence of its importance as a delivery channel for advertisers. During 2015, total digital advertising revenues declined 3.7% compared to a decline of 10.9% in 2014, due primarily to a change in fees associated with one digital contract. 

Our newspaper websites and mobile apps, e‑mail projects, mobile services and other electronic media enable us to engage our readers with real‑time news and information that matters to them. During 2015, our newspaper websites attracted an average of approximately 44.7 million unique visitors per month, up 3.4% compared to an average of approximately 43.2 million unique visitors per month in 2014. As of December 27, 2015, we had 50.6 million monthly unique visitors to our sites. Increasing our number of unique visitors brings additional digital advertising revenue opportunities to our sales teams. In addition, our mobile traffic was up 18.6% as compared to 2014, and accounted for 53.4% of all digital traffic we received on a monthly basis.

During 2015, our websites offered classified digital advertising products provided by companies in which we hold a  minority investment, including CareerBuilder.com for employment. We continue to pursue additional new digital products and offerings. We  offer impressLOCAL®, our proprietary comprehensive digital marketing solution for local small and medium‑size businesses, in all of our markets. By offering advertisers integrated packages including website customization, search engine marketing and optimization, social media presence and marketing services, and other multi‑platform advertising opportunities, impressLOCAL® helps businesses improve the effectiveness of their marketing and advertising efforts.

In 2015, we expanded our advertising efforts on ad exchanges. Our real-time, programmatic buying and selling of digital advertising inventory – often targeting very specific audiences at very specific times – grew 77.6% in 2015 compared to 2014.  Our growth has been bolstered by our participation in the Local Media Consortium (“LMC”) and its more than 70 member companies representing more than 1,600 daily newspapers and broadcast members. The LMC has created a private advertising exchange that includes the inventory of the entire collective digital advertising inventory for participating companies.  LMC’s goal is to offer customers access to all member companies and allow the LMC member the opportunity to provide their 10 billion monthly advertising impressions to advertisers, improving the results for all member companies. 

Video revenue increased 30.7% in 2015 compared to 2014, due to our continued expansion of the use of video in all of our digital products to both enhance the content that we bring to readers and viewers and also to compete for a growing advertising stream. During 2015, more than 82 million video views were recorded across all digital platforms, including those on social media platforms and distribution partners.

All of our markets now offer subscription packages for digital content. The packages include a combined digital and print subscription and a digital‑only subscription. Digital‑only subscriptions grew to approximately 79,300 subscriptions, an increase of 11.3% in 2015 compared to 71,200 subscriptions in 2014.

Maintaining Our Commitment to Public Service Journalism 

We believe that high‑quality news content is the foundation of the mass reach necessary for the press to play its role in a democratic society. It is also the underpinning of our success in the marketplace.

We are committed to developing best‑in‑class journalism and local content. Every market is expected to improve annually as evidenced by peer awards, readership studies in its market, maintenance of readership (both print and electronic) and review of its content and quality. Most importantly, when we talk about our mission, from news meetings to board meetings, a constant theme is how to stay true to the public service role that we believe defines our work.

During the transition that has reshaped the industry over the past decade, we have moved quickly to expand our digital reach and deliver the news in a changing technological landscape. We have also made it a key plank in our evolution to maintain the deeper coverage that our communities need. When we launched a broad revamping of our approach to news in 2015, one of the central concepts was how to enhance the depth of coverage along with the speed of our work. Every market added an element across all platforms that highlighted the deeper story. Our larger newspapers, from Sacramento to Charlotte to Miami, included a full section on in-depth coverage.

4


 

Our legacy of public service journalism is the cornerstone of our business and the work of McClatchy's journalists received significant recognition last year. Our Washington bureau finished as a 2015 Pulitzer Prize finalist for National Reporting for its coverage of the Senate’s investigation of the CIA’s interrogation program. With this honor we extend our impressive streak of being a Pulitzer winner or finalist every year for more than a decade.

 

In 2015, journalists from The Miami Herald won several awards for their “Innocents Lost” series, which examined the deaths of nearly 500 children in Florida who had a history with the state’s Department of Children & Families. The awards received included the Goldsmith Prize, the Selden Ring Award and the Worth Bingham Prize.

 

Also in Miami, one of our journalists won a George Polk as well as a Robert F. Kennedy Award for Justice Reporting last year for work that uncovered physical abuse of inmates by Florida prison guards. Also in 2015, a Charlotte Observer investigation that revealed glaring problems with North Carolina’s medical examiner system won the top national, public service award from the Society of Professional Journalists. 

 

These stories are just a few of hundreds of examples of powerful McClatchy journalism published across the company. We intend to build on our legacy in the years ahead, propelled by the success of our ongoing digital transformation.

 

Broadening Newspapers’ Audiences in Their Local Markets

Each of our daily newspapers has the largest print circulation of any newspaper serving its respective community, and coupled with its local website and other digital platforms in each community, reaches a broad audience in each market. We believe that our broad reach in each market is of primary importance in attracting advertising, which is our principal source of revenues. 

Daily newspaper paid circulation volumes for 2015 were down 4.8% compared to 2014, an improvement from the 6.5% rate of decline in 2014 compared to 2013. The declines in daily circulation reflect the fragmentation of audiences faced by all media, including our own digital‑only subscriptions, as available media outlets proliferate and readership trends change. Our Sunday circulation volumes were down 6.3% in 2015 compared to 2014.

Our digital audience continued to grow in 2015. During 2015, average monthly unique visitors to our digital sites grew 3.4% as a result of continued focus and initiatives to improve our total revenues. As discussed above, we realigned and improved delivery of our content on all platforms, from printed newspapers to websites to mobile apps in nearly every market. Our websites offer mobile‑friendly versions for smartphones, and our content is available on e‑readers, tablets and other mobile devices. 

As noted earlier, in 2015, our monthly mobile traffic was up 18.6% as compared to 2014 and accounted for 53.4% of all monthly digital traffic we received. We work hard to appeal to our mobile audience. We have invested in new digital publishing systems to better serve this mobile audience and we have rebuilt all of our news websites to be responsive – that is to automatically resize to best fit a user’s screen, be it a smartphone or a tablet or desktop computer, and provide the optimal viewing experience.

Our news and information can follow readers throughout their day. To start their day, we reach our readers with the morning newspaper or they can check out our latest headlines and stories on their mobile phone. Our news websites, updated frequently throughout the day, are available to readers via their desktop computers at work and optimized for all of their different mobile devices.

We also reach audiences through our direct marketing products. In 2015, we distributed approximately 680,000 Sunday Select packages per week, which are packages of preprinted advertisements generally delivered on Sunday to non‑newspaper subscribers who have interest in circulars. We also distribute thousands of e-mail alerts, including editorial and advertising content, dealsaver® alerts and other alerts to subscribers and non‑subscribers in our markets which supplement the reach of our print and digital subscriptions. 

To remain the leading local media company for the communities we serve and a must‑buy for advertisers, we are focused on maintaining a broad reach of print and digital audiences in each of our markets. We will continue to refine and strengthen our print platform, but our growth increasingly comes from our digital products and the beneficial impact those products have on the total audience we deliver for our advertisers.

5


 

Focusing on Cost Efficiencies While Investing for the Future

While continuing to maintain our core business in news, advertising sales and digital, we are also focused on cost efficiencies. Our cost initiatives in 2015 were focused on reducing legacy costs from our traditional print business and we have realized significant savings from these efforts, primarily in production and distribution, including substantial savings in newsprint costs. We realized approximately $32 million of cost savings in 2015 from these specific initiatives, while still investing in our digital infrastructure and products. In addition, our media companies made additional reductions in costs to help protect our profitability in a period of declining print advertising in 2015. Total expenses excluding depreciation, amortization and non-cash impairment charges declined $46.9 million in 2015, compared to 2014.  The ongoing structural and cyclical changes in our markets demand that we respond by reengineering and restructuring our operations, as needed, to achieve an efficient and sustainable cost structure. Over the past several years, we have substantially lowered our cost structure through reducing our workforce, optimizing technology and maximizing printing, distribution and content efficiencies, all while maintaining profitability at each of our newspapers.

In 2015, we continued regionalizing our audience distribution operations, certain human resource functions and certain administrative functions. We will continue to outsource, regionalize and consolidate legacy operations to achieve a more streamlined and efficient cost structure. In January 2015, we named a new corporate director of production responsible for all production services across the Company. The corporate production director continued to further regionalize production operations. These moves resulted in cost savings, while giving our operating executives in our markets the ability to focus more of their time on our growing digital and direct marketing media businesses.

As of December 27, 2015,  16 of our 29 of our newspapers are printed through outsourcing arrangements with nearby newspapers owned by us or other companies. In other cases we in‑source the printing of nearby newspapers from other companies to maximize the use of our existing press capacity and generate additional revenues.

We also believe using technology is an important component of our ability to continue to operate cost‑effectively and to invest in our business for the future. Much of that technology is employed behind the scenes with a digital publishing system that can distribute news content to any number of platforms and new enterprise-wide systems to support audience and advertising in the digital environment.

Other Operational Information

Each of our media companies is largely autonomous in its local advertising and editorial operations in order to meet most effectively the needs of the particular community it serves. However, during 2015 we reengineered our operations across our local media companies to strengthen areas driving performance in news, audience, advertising and digital growth.

We have two operating segments that are aggregated into a single reportable segment. Each operating segment consists primarily of a group of local media companies with similar economic characteristics, products, customers and distribution methods. Both operating segments report to the same segment manager. Effective July 1, 2015, one of our operating segments (“Western Segment”) consists of our newspaper operations in California, the Northwest and the Midwest, while the other operating segment (“Eastern Segment”) consists primarily of newspaper operations in the Southeast and Florida. There was no change to our single reportable segment as a result of the changes to our operating segments. Publishers of each of the media companies make the day‑to‑day decisions and report to the segment manager, who is responsible for implementing the operating and financial plans at each operation within the respective operating segment. The corporate managers, including executive officers, set the basic business, accounting, financial and reporting policies.

As noted previously under “Focusing on Cost Efficiencies While Investing for the Future, our media companies also work together to consolidate functions and share resources regionally and across operating segments that lend themselves to such efficiencies, such as certain regional or national sales efforts, accounting functions, digital publishing systems and products, information technology functions and others. Our corporate advertising department is headed by a vice president of advertising who works with our largest advertisers in placing advertising across our operating segments’ print and online products. These efforts are often coordinated through the vice president of operations and corporate personnel.

Our business is somewhat seasonal, with peak revenues and profits generally occurring in the second and fourth quarters of each year, reflecting the spring holidays and the Thanksgiving and Christmas holidays, respectively. The first and third quarters, when holidays are not prevalent, are historically the slowest quarters for revenues and profits.

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The following table summarizes our media companies, their digital platforms, newspaper circulation and total unique visitors: 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Circulation (1)

 

Total

 

Media Company

Website

Location

 

Daily

 

Sunday

UV (2)

 

The Sacramento Bee

www.sacbee.com

Sacramento, CA

    

166,155

    

282,719

    

3,784,000

 

Star-Telegram

www.star-telegram.com

FortWorth, TX

 

203,361

    

260,337

 

2,690,000

 

The Kansas City Star

www.kansascity.com

Kansas City, MO

 

157,661

    

241,831

 

3,752,000

 

The Charlotte Observer

www.charlotteobserver.com

Charlotte, NC

 

113,235

    

156,839

 

5,335,000

 

Miami Herald

www.miamiherald.com

Miami, FL

 

114,192

    

161,344

 

10,632,000

 

The News & Observer

www.newsobserver.com

Raleigh, NC

 

105,382

    

146,463

 

2,100,000

 

The Fresno Bee

www.fresnobee.com

Fresno, CA

 

89,936

    

139,061

 

1,257,000

 

Lexington Herald-Leader

www.kentucky.com

Lexington, KY

 

64,525

    

87,530

 

2,129,000

 

The News Tribune

www.thenewstribune.com

Tacoma, WA

 

57,327

    

115,760

 

1,228,000

 

The Wichita Eagle

www.kansas.com

Wichita, KS

 

49,004

    

103,041

 

1,366,000

 

The State

www.thestate.com

Columbia, SC

 

52,277

    

111,786

 

2,092,000

 

The Modesto Bee

www.modbee.com

Modesto, CA

 

51,460

    

81,294

 

853,000

 

El Nuevo Herald

www.elnuevoherald.com

Miami, FL

 

42,495

    

58,394

 

2,215,000

 

Idaho Statesman

www.idahostatesman.com

Boise, ID

 

40,921

    

59,763

 

996,000

 

Belleville News-Democrat

www.bnd.com

Belleville, IL

 

33,523

    

65,848

 

765,000

 

The Telegraph

www.macon.com

Macon, GA

 

28,578

    

39,369

 

989,000

 

The Sun News

www.thesunnews.com

Myrtle Beach, SC

 

29,576

    

39,424

 

698,000

 

The Tribune

www.sanluisobispo.com

San Luis Obispo, CA

 

27,281

    

38,308

 

593,000

 

Sun Herald

www.sunherald.com

Biloxi, MS

 

25,547

    

37,323

 

820,000

 

The Bradenton Herald

www.brandenton.com

Bradenton, FL

 

25,913

    

34,355

 

1,082,000

 

Ledger-Enquirer

www.ledger-enquirer.com

Columbus, GA

 

22,995

    

29,382

 

661,000

 

Tri-City Herald

www.tri-cityherald.com

Kennewick, WA

 

23,717

    

37,089

 

665,000

 

The Island Packet 

www.islandpacket.com

Hilton Head, SC

 

17,982

    

20,035

 

565,000

 

The Olympian

www.theolympian.com

Olympia, WA

 

17,764

    

34,740

 

504,000

 

The Herald

www.heraldonline.com

Rock Hill, SC

 

15,696

    

18,782

 

697,000

 

Centre Daily Times

www.centredaily.com

State College, PA

 

14,640

    

19,727

 

613,000

 

The Bellingham Herald

www.bellinghamherald.com

Bellingham, WA

 

14,573

    

18,114

 

570,000

 

Merced Sun-Star

www.mercedsunstar.com

Merced, CA

 

13,723

    

N/A

 

319,000

 

The Beaufort Gazette

www.beaufortgazette.com

Beaufort, SC

 

6,234

    

6,609

 

N/A

(3)

McClatchy DC Bureau

www.mcclatchydc.com

 

 

N/A

    

N/A

 

697,000

 

 

 

 

 

1,625,673

    

2,445,267

 

50,667,000

 

(1)

Circulation figures are reported as of the end of our fiscal year and are not meant to reflect Alliance for Audited Media (“AAM”) reported figures.

(2)

Total monthly unique visitors for December 2015 according to Adobe Analytics.

(3)

The Beaufort Gazette unique visitor activity is included in The Island Packet activity.

Other Operations

We also have ownership interests and investments in unconsolidated companies and joint ventures. This includes ownership interests in digital assets, including 15.0% of CareerBuilder, LLC, which operates the nation’s largest online job website, CareerBuilder.com; 33.3% of HomeFinder, LLC, which operates the online real estate website HomeFinder.com; as well as certain other digital company investments. Our ownership interests and investments in unconsolidated companies and joint ventures provided us with $7.5 million of cash distributions in 2015. In addition, in early 2015, we received $7.5 million from Classified Ventures (see below) as a result of a final cash distribution and a $0.6 million final working capital adjustment.

During the second quarter of 2014, Classified Ventures sold its Apartments.com business. During the fourth quarter of 2014, we sold our ownership interest in Classified Ventures, which operated the classified website Cars.com. Upon closing this 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. 

We own 49.5% of the voting stock and 70.6% of the nonvoting stock of The Seattle Times Company. The Seattle Times Company owns The Seattle Times newspaper, weekly newspapers in the Puget Sound area and daily newspapers located in Walla Walla and Yakima, Washington, and all of their related websites and mobile applications.

In addition, we own a 27.0% interest in Ponderay Newsprint Company (“Ponderay”), a general partnership, that owns and

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operates a newsprint mill in the state of Washington.

Raw Materials 

During 2015 we consumed approximately 99,000 metric tons of newsprint for our operations compared to 121,000 metric tons in 2014. The decrease in tons consumed was primarily due to changes in our print products at numerous newspapers, as well as lower print advertising sales and print circulation volumes. We estimate that we will use approximately 86,000 metric tons of newsprint in 2016, depending on the level of print advertising, circulation volumes and other business considerations.

We currently obtain newsprint from Ponderay,  as well as a number of other suppliers, primarily under long‑term contracts. We purchased approximately 18,200 metric tons of newsprint from Ponderay in 2015.

Our earnings are sensitive to changes in newsprint prices. Newsprint expense accounted for 5.7% of total operating expenses, excluding impairments, in 2015 and 7.1% in 2014.  

Competition

Our newspapers, direct marketing programs, websites and mobile content compete for advertising revenues and readers’ time with television, radio, other websites, direct mail companies, free shoppers, suburban neighborhood and national newspapers and other publications, and billboard companies, among others. In some of our markets, our newspapers also compete with other newspapers published in nearby cities and towns. Competition for advertising is generally based upon print readership levels and demographics, advertising rates, internet usage and advertiser results, while competition for circulation and readership is generally based upon the content, journalistic quality, service, competing news sources and the price of the newspaper.

Our major daily newspapers are the primary general circulation newspaper in each of their respective markets. However, in recent years, newspapers have experienced difficulty maintaining or increasing print circulation levels because of a number of factors. These include increased competition from other publications and other forms of media technologies available in various markets, including the internet and other new media formats that are often free for users; and a  proliferation of news outlets that fragments audiences. In addition, while our newspaper internet sites are generally the leading local websites in each of our major daily newspaper markets, based upon research conducted by us and various independent sources, we have noted changes in readership trends, including a shift of readers to digital media and mobile devices, and have continued to experience a shift of advertising to digital advertising. We face greater competition, particularly in the areas of employment, automotive and real estate advertising, from online competitors. To address the structural shift to digital media, we reengineered our operations to strengthen areas driving performance in news, audience, advertising and digital growth. Our newsrooms also provide editorial content on a wide variety of platforms and formats from our daily newspaper to leading local websites; on social network sites such as Facebook and Twitter; on smartphones and on e‑readers; on websites and blogs; in niche online publications and in e‑mail newsletters; through RSS (rich site summary) feeds and mobile applications.  Upgrades are continually made to our mobile apps and websites. In addition, our websites offer leading digital classified products such as CareerBuilder.com, Cars.com and HomeFinder.com. We also operate dealsaver®, our proprietary daily deals service, in nearly all of our markets.

Employees — Labor

As of December 27, 2015, we had approximately 5,600 full and part‑time employees (equating to approximately 5,100 full‑time equivalent employees), of whom approximately 6.8% were represented by unions. Most of our union‑represented employees are currently working under labor agreements with expiration dates through 2017. We have no unions at 21 of our 29 daily newspapers.

While our newspapers have not had a strike for decades, and we do not currently anticipate a strike occurring, we cannot preclude the possibility that a strike may occur at one or more of our newspapers when future negotiations take place. We believe that in the event of a newspaper strike we would be able to continue to publish and deliver to subscribers, a capability that is critical to retaining revenues from advertising and audience, although there can be no assurance that we will be able to continue to publish in the event of a strike.

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Compliance with Environmental Laws

We use appropriate waste disposal techniques for items such as ink and other hazardous materials. As of December 27, 2015, we have $1.0 million in a letter of credit shared among various state environmental agencies and the U.S. Environmental Protection Agency to provide collateral related to existing or previously removed storage tanks. However, we do not believe that we currently have any significant environmental issues and in 2015, 2014 and 2013 had no significant expenses or capital expenditures related to environmental control facilities.

Available Information

Our Annual Report on Form 10‑K, Quarterly Reports on Form 10‑Q, Current Reports on Form 8‑K, and amendments to reports filed pursuant to Sections 13(a) and 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), are made available, free of charge, on our website at www.mcclatchy.com,  as soon as reasonably practicable after we file or furnish them with the U.S. Securities and Exchange Commission (the “SEC”).

ITEM 1A.  RISK FACTORS

We have significant competition in the market for news and advertising, which may reduce our advertising and audience revenues in the future.

Our primary source of revenues is advertising, followed by audience. The competition we face in the advertising industry generally results from  an increasing number of digital media options available on the internet, which are expanding advertiser and consumer choices significantly, including social networking tools and mobile and other devices distributing news and other content. Faced with a multitude of media choices and a dramatic increase in accessible information, consumers may place greater value on when, where, how and at what price they consume digital content than they do on the source or reliability of such content. News aggregation websites and customized news feeds (often free to users) may reduce our traffic levels by minimizing the need for the audience to visit our websites or use our digital applications directly. Online traffic is also driven by internet search results; therefore, such results are critical to our ability to compete successfully. Search engines frequently update and change the methods for directing search queries to web pages or change methodologies and metrics for valuing the quality and performance of internet traffic on delivering cost‑per‑click advertisements. The failure to successfully manage search engine optimization efforts across our businesses could result in significant decreases in traffic to our various websites, which could result in substantial decreases in conversion rates and repeat business, as well as increased costs if we were to replace free traffic with paid traffic, any or all of which could adversely affect our business, financial condition and results of operations. If traffic levels stagnate or decline, we may not be able to create sufficient advertiser interest in our digital businesses or to maintain or increase the advertising rates of the inventory on our digital platforms. This increased competition for our advertisers and consumers has had and is expected to continue to have an adverse effect on our business and financial results, including negatively impacting revenues and operating income.

Our advertising revenues may decline due to weak general economic and business conditions.

Our advertising revenues are dependent on general economic and business conditions. Certain aspects of the U.S. economy continue to be challenging in some of our markets. Many traditional retail companies also face greater competition from online retailers and have faced uncertainty in their businesses, affecting their advertising spending. These challenging economic and business conditions have had and may continue to have an adverse effect on our advertising revenues. To the extent these economic conditions continue or worsen, our business and advertising revenues could be further adversely affected, which could negatively impact our operations and cash flows and our ability to meet the covenants in our debt agreements. Our advertising revenues will be particularly adversely affected if advertisers respond to weak and uneven economic conditions or online competition by continuing to reduce their budgets or shift spending patterns or priorities, or if they are forced to consolidate or cease operations. Consolidation across various industries may also reduce our overall advertising revenues. In addition, seasonal variations in consumer spending cause our quarterly advertising revenues to fluctuate. Advertising revenues in the second and fourth quarters, which contain more holidays, are typically higher than in the first and third quarters, in which economic activity is generally slower. If general economic conditions and other factors cause a decline in revenues, particularly during the second or fourth quarters, we may not be able to increase or maintain our revenues for the year, which would have an adverse effect on our business and financial results.

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To remain competitive, we must be able to respond to and exploit changes in technology, services and standards and changes in consumer behavior. Significant capital investments may be required.

Technology in the media industry continues to evolve rapidly. Advances in technology have led to an increasing number of methods for delivery of news and other content and have resulted in a wide variety of consumer demands and expectations, which are also rapidly evolving. For example, the number of people who access online services through devices other than personal computers, including smartphones, handheld tablets and mobile devices has increased dramatically in the past several years and is projected to continue to increase. If we are unable to exploit new and existing technologies to distinguish our products and services from those of our competitors or adapt to new distribution methods that provide optimal user experiences, our business and financial results may be adversely affected.

Technological developments also pose other challenges that could adversely affect our revenues and competitive position. New delivery platforms may lead to pricing restrictions, the loss of distribution control and the loss of a direct relationship with consumers. We may also be adversely affected if the use of technology developed to block the display of advertising on websites proliferates. We have noted changes in readership trends, including a shift of readers to mobile devices. A continued shift of readership to mobile devices without a corresponding increase in mobile advertising revenues could adversely affect our results in the future.

Technological developments and any changes we make to our business model may require significant capital investments. We may be limited in our ability to invest funds and resources in digital products, services or opportunities and we may incur costs of research and development in building and maintaining the necessary and continually evolving technology infrastructure. Some of our existing competitors and new entrants may have greater operational, financial and other resources or may otherwise be better positioned to compete for opportunities and as a result, our digital businesses may be less successful, which could adversely affect our business and financial results.

If we are not successful in growing and managing our digital businesses, our business, financial condition will be adversely affected.

Our future growth depends to a significant degree upon the development and management of our digital businesses. The growth of our digital businesses over the long term depends on various factors, including, among other things, the ability to:

·

continue to increase digital audiences;

·

attract advertisers to our digital products;

·

tailor our product for mobile devices;

·

maintain or increase the advertising rates on our digital products;

·

exploit new and existing technologies to distinguish our products and services from those of competitors and develop new content, products and services; and

·

invest funds and resources in digital opportunities.

In addition, we expect that our digital business will continue to increase as a percentage of our total revenues in future periods. For 2015, digital advertising revenues comprised 26.2% of total advertising revenues compared to 23.7% in 2014.  Digital‑only advertising revenues increased 2.9% in 2015 compared to a decline of 10.5% in 2014 that resulted from the change to net revenue accounting for certain digital advertising contracts in 2014 and the sale of Apartments.com by Classified Ventures in April 2014. Total digital‑only, which includes digital‑only revenues from advertising and audience, was up 4.7% in 2015 compared to being down 9.3% in 2014, also resulting from the change to net revenue accounting for certain digital advertising contracts and the sale of Apartments.com in 2014. As our digital business becomes a greater portion of our overall business, we will face a number of increased risks from managing our digital operations, including, but not limited, to the following:

·

structuring our sales force to effectively sell advertising in the digital advertising arena versus our historical

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print advertising business;

·

attracting and retaining employees with the skill sets and knowledge base needed to successfully operate in digital business; and

·

managing the transition to a digital business from a historical print-focused business and the need to concurrently reduce the physical infrastructure, distribution infrastructure and related fixed costs associated with the historical print business.

If we are unable to execute cost‑control measures successfully, our total operating costs may be greater than expected, which may adversely affect our profitability.

As a result of adverse general economic and business conditions and our operating results, we have taken steps to lower operating costs by reducing workforce, consolidating or regionalizing operations and implementing general cost‑control measures. If we do not achieve expected savings from these initiatives, or if our operating costs increase as a result of these initiatives, our total operating costs may be greater than anticipated. These cost‑control measures may also affect our business and our ability to generate future revenue. Because portions of our expenses are fixed costs that neither increase nor decrease proportionately with revenues, we are limited in our ability to reduce costs in the short term to offset any declines in revenues. If these cost‑control efforts do not reduce costs sufficiently or otherwise adversely affect our business, income from continuing operations may decline.

Difficult business conditions in the economy generally and in our industry or changes to our business and operations may result in goodwill and masthead impairment charges.

Due to business conditions, including lower revenues and operating cash flow, we recorded goodwill impairment charges of $290.9 million and masthead impairment charges of $13.9 million in 2015. We also recorded masthead impairment charges of $5.2 million $5.3 million, $2.8 million and $59.6 million in 2014, 2013, 2011 and 2008, respectively, and $3.0 billion of goodwill and masthead impairment charges in 2007. As of December 27, 2015, we have goodwill of $705.2 million and mastheads of $179.1 million. Further erosion of general economic, market or business conditions could have a negative impact on our business and stock price, which may require that we record additional impairment charges in the future, which negatively affects our results of operations.

Our business, reputation and results of operations could be negatively impacted by data security breaches and other security threats and disruptions.

Certain network and information systems are critical to our business activities. Network and information systems may be affected by cyber security incidents that can result from deliberate attacks or system failures. Threats include, but are not limited to, computer hackings, computer viruses, worms or other destructive or disruptive software, or other malicious activities. Our security measures may also be breached due to employee error, malfeasance, or otherwise. As a result of these breaches, an unauthorized party may obtain access to our data or our users’ data or our systems may be compromised. These events evolve quickly and often are not recognized until after an attack is launched, so we may be unable to anticipate these attacks or to implement adequate preventative measures. Our network and information systems may also be compromised by power outages, fire, natural disasters, terrorist attacks, war or other similar events. There can be no assurance that the actions, measures and controls we have implemented will be sufficient to prevent disruptions to mission critical systems, the unauthorized release of confidential information or corruption of data. Although we have experienced cyber security incidents, to date none has had a material impact on our financial condition, results of operations or liquidity. Nonetheless, these types of events are likely to occur in the future and such events could disrupt our operations or other third party information technology systems in which we are involved. A significant breakdown, invasion, corruption, destruction or interruption of critical information technology systems, or infrastructure by employees, others with authorized access to our systems, or unauthorized persons could result in legal or financial liability or otherwise negatively impact our operations. They also could require significant management attention and resources, and could negatively impact our reputation among our customers, advertisers and the public, which could have a negative impact on our financial condition, results of operations or liquidity.

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We are subject to significant financial risk as a result of our $937 million in total consolidated debt.

As of December 27, 2015, we had approximately $937.3 million in total principal indebtedness outstanding. This level of debt increases our vulnerability to general adverse economic and industry conditions and we may need to refinance our debt prior to its scheduled maturity. Higher leverage ratios, our credit ratings, our economic performance, adverse financial markets or other factors could adversely affect our future ability to refinance maturing debt on commercially acceptable terms, or at all, or the ultimate structure of such refinancing.

Covenants in the indenture governing the notes and our other existing debt agreements will restrict our business.

The indenture governing our 9.00% Senior Secured Notes due in 2022 (the “9.00% Notes”) and our secured credit agreement contain various covenants that limit, subject to certain exceptions, our ability and/or our restricted subsidiaries’ ability to, among other things:

·

incur or assume liens;

·

incur additional debt or provide guarantees in respect of obligations of other persons;

·

issue redeemable stock and preferred stock;

·

pay dividends or make distributions on capital stock, repurchase, redeem or make payments on capital stock or prepay, repurchase, redeem, retire, defease, acquire or cancel certain of our existing notes or debentures prior to the stated maturity thereof;

·

make loans, investments or acquisitions;

·

create or permit restrictions on the ability of our subsidiaries to pay dividends or make other distributions to us or to guarantee our debt, limit our or any of our subsidiaries’ ability to create liens, or make or pay intercompany loans or advances;

·

enter into certain transactions with affiliates;

·

sell, transfer, license, lease or dispose of our or our subsidiaries’ assets, including the capital stock of our subsidiaries; and

·

dissolve, liquidate, consolidate or merge with or into, or sell substantially all the assets of us and our subsidiaries, taken as a whole, to, another person.

The restrictions contained in the indenture governing the 9.00% Notes and the secured credit agreement could adversely affect our ability to:

·

finance our operations;

·

make needed capital expenditures;

·

dispose of assets

·

make strategic acquisitions or investments or enter into alliances;

·

withstand a future downturn in our business or the economy in general;

·

refinance our outstanding indebtedness prior to maturity;

·

engage in business activities, including future opportunities, that may be in our interest; and

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·

plan for or react to market conditions or otherwise execute our business strategies.

Our ability to comply with covenants contained in the indenture for the 9.00% Notes and our secured credit agreement may be affected by events beyond our control, including prevailing economic, financial and industry conditions. Even if we are able to comply with all of the applicable covenants, the restrictions on our ability to manage our business in our sole discretion could adversely affect our business by, among other things, limiting our ability to take advantage of financings, mergers, acquisitions and other corporate opportunities that we believe would be beneficial to us. In addition, our obligations under the 9.00% Notes and the secured credit agreement are secured, subject to permitted liens, on a first‑priority basis, and in the event of default such security interests could be enforced by the collateral agent for the secured credit agreement. In the event of such enforcement, we cannot assure you that the proceeds from the enforcement would be sufficient to pay our obligations under the 9.00% Notes or secured credit agreement or at all.

We have significant financial obligations and in the future we will need cash to repay our existing indebtedness and meet our other obligations. Our inability to generate sufficient cash to pay our obligations would adversely affect our business.

We may not be able to generate sufficient cash internally to repay all of our indebtedness at maturity or to meet our other obligations. As of December 27, 2015, we had approximately $937.3 million of total indebtedness outstanding and approximately $33.0 million in face amount of letters of credit outstanding under the Collateralized Issuance and Reimbursement Agreement. Of the $937.3 million aggregate principal amount outstanding as of December 27, 2015, we have approximately $55.5 million of notes with an interest rate of 5.750% due in 2017; $516.4 million of 9.00% Notes due in 2022; approximately $89.2 million of debentures with an interest rate of 7.150% due in 2027 and approximately $276.2 million of debentures with an interest rate of 6.875% due in 2029.

As of December 27, 2015, the projected benefit obligations of our qualified defined benefit pension plan (“Pension Plan”) exceeded Pension Plan assets by $464.8 million. In February 2016, we contributed company-owned real property valued at $47.1 million to our Pension Plan that will exceed our 2016 funding requirements and will reduce future pension contributions and expense.  Future contributions are subject to numerous assumptions, including, among others, changes in interest rates, returns on assets in the Pension Plan and future government regulations. In addition, we have a limited number of supplemental retirement plans, which provide certain key employees with additional retirement benefits. These plans have no assets; however as of December 27, 2015, our projected benefit obligation of these plans was $116.9 million. These plans are on a pay‑as‑you‑go basis.

Our ability to make payments on and to refinance our indebtedness, including the 9.00% Notes and our other series of outstanding notes, to make required contributions to the Pension Plan, to fund the supplemental retirement plans and to fund working capital needs and planned capital expenditures will depend on our ability to generate cash in the future. Our ability to generate cash, to a certain extent, is subject to general economic, financial, competitive, business, legislative, regulatory and other factors that are beyond our control.

If our business does not generate sufficient cash flow from operations or if future borrowings are not available to us in an amount sufficient to enable us to pay our indebtedness, including the 9.00% Notes and our other series of outstanding notes or to fund our other liquidity needs, we may need to refinance all or a portion of our indebtedness, on or before the maturity thereof, reduce or delay capital investments or seek to raise additional capital, any of which could have a material adverse effect on our operations. In addition, we may not be able to affect any of these actions, if necessary, on commercially reasonable terms or at all. Our ability to restructure or refinance our indebtedness will depend on the condition of the capital markets and our financial condition at such time. Any refinancing of our debt could be at higher interest rates and may require us to comply with more onerous covenants, which could further restrict our business operations or our ability to refinance our existing debt. The terms of existing or future debt instruments, including the indenture governing the 9.00% Notes and the secured credit agreement, may limit or prevent us from taking any of these actions. In addition, any failure to make scheduled payments of interest and principal on our outstanding indebtedness would likely result in a reduction of our credit rating, which could harm our ability to incur additional indebtedness on commercially reasonable terms or at all. Our inability to generate sufficient cash flow to satisfy our debt service obligations, or to refinance or restructure our obligations on commercially reasonable terms or at all, would have an adverse effect, which could be material, on our business, financial condition and results of operations, as well as on our ability to satisfy our obligations with respect to our outstanding debt.

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We may be required to make greater contributions to our qualified defined benefit pension plans in the next several years than previously required, placing greater liquidity needs upon our operations.

The projected benefit obligations of the Pension Plan exceeded Pension Plan assets by $464.8 million as of December 27, 2015, an increase of $20.5 million from December 28, 2014, primarily due to unfavorable asset performance partially offset by a favorable change in the discount rate. The value of the Pension Plan assets fluctuates based on many factors, including changes in interest rates and market returns. In February 2016, we contributed company-owned real property valued at $47.1 million to our Pension Plan that will exceed our 2016 funding requirements and will reduce future pension contributions and expense, all other things being equal.

The excess of benefit obligations over pension assets is expected to give rise to required pension contributions over the next several years. Over the last several years federal legislation has provided for pension funding relief in the form of mandated changes in the discount rates used to calculate the projected benefit obligations for purposes of funding pension plans. Recent new legislation and calculations use historical averages of long‑term highly‑rated corporate bonds (within ranges as defined in the legislation) which have an impact of applying a higher discount rate to determine the projected benefit obligations for funding and current long‑term interest rates, but also mandated increases in fees paid to the Pension Benefit Guaranty Corporation, also known as the PBGC, based in part on the level of underfunding in various company’s’ qualified defined pension plans. Even with the relief provided by these legislative rules, we expect future contributions to be required. In addition, adverse conditions in the capital markets and/or lower long‑term interest rates may result in greater annual contribution requirements, placing greater liquidity needs upon our operations.

We require newsprint for operations and, therefore, our operating results may be adversely affected if the price of newsprint increases or if we experience disruptions in our newsprint supply chain.

Newsprint is the major component of our cost of raw materials. Newsprint accounted for 5.7% of our operating expenses, excluding impairments, in 2015 compared to 7.1% in 2014. Accordingly, our earnings are sensitive to changes in newsprint prices. The price of newsprint has historically been volatile and may increase as a result of various factors, including:

·

declining newsprint supply from mill closures;

·

reduction in newsprint suppliers because of consolidation in the newsprint industry;

·

paper mills reducing their newsprint supply because of switching their production to other paper grades; and

·

a decline in the financial situation of newsprint suppliers.

We have not attempted to hedge price fluctuations in the normal purchases of newsprint or enter into contracts with embedded derivatives for the purchase of newsprint other than the natural hedge created by our ownership interest in Ponderay. If the price of newsprint increases materially, our operating results could be adversely affected. In addition, we rely on a limited number of suppliers for deliveries of newsprint. If newsprint suppliers experience labor unrest, transportation difficulties or other supply disruptions, our ability to produce and deliver newspapers could be impaired and/or the cost of the newsprint could increase, both of which would negatively affect our operating results.

A portion of our employees are members of unions, and if we experience labor unrest, our ability to produce and deliver newspapers could be impaired.

If we experience labor unrest, our ability to produce and deliver newspapers could be impaired in some locations. In addition, the results of future labor negotiations could harm our operating results. Our newspapers have not experienced a labor strike for decades. However, we cannot ensure that a strike will not occur at one or more of our newspapers in the future. As of December 27, 2015,  approximately 6.8% of full‑time and part‑time employees were represented by unions. Most of our union‑represented employees are currently working under labor agreements, with expiration dates through 2017. We face collective bargaining upon the expirations of these labor agreements. Even if our newspapers do not suffer a labor strike, our operating results could be harmed if the results of labor negotiations restrict our ability to maximize the efficiency of our newspaper operations. In addition, our ability to make short‑term adjustments to control compensation and benefits costs, rebalance our portfolio of businesses or otherwise adapt to changing business needs may be limited by the terms and duration of our collective bargaining agreements.

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We have invested in certain digital ventures, but such ventures may not be as successful as expected, which could adversely affect our results of operations.

We continue to evaluate our business and make strategic investments in digital ventures, either alone or with partners, to further our digital growth. We have, among others, investments with other partners in CareerBuilder LLC, which operates the nation’s largest online job website, CareerBuilder.com, and HomeFinder LLC, which operates the real estate website HomeFinder.com, as well as certain other digital company investments. The success of these ventures is dependent to an extent on the efforts of our partners. Further, our ability to monetize the investments and/or the value we may receive upon any disposition may depend on the actions of our partners. As a result, our ability to control the timing or process relating to a disposition may be limited, which could adversely affect the liquidity of these investments or the value we may ultimately attain upon disposition. If the value of the companies in which we invest declines, we may be required to record a charge to earnings. There can be no assurances that we will receive a return on these investments or that they will result in advertising growth or will produce equity income or capital gains in future years.

Circulation volume declines could adversely affect our print audience and print advertising revenues, and audience price increases could exacerbate declines in circulation volumes.

Print advertising and audience revenues are affected by circulation volumes and readership levels of our newspapers. In recent years, newspapers have experienced difficulty maintaining or increasing print circulation levels because of a number of factors, including:

·

increased competition from other publications and other forms of media technologies available in various markets, including the internet and other new media formats that are often free for users;

·

continued fragmentation of media audiences;

·

a growing preference among some consumers to receive all or a portion of their news online or other than from a newspaper;

·

increases in subscription and newsstand rates; and

·

declining discretionary spending by consumers affected by negative economic conditions.

These factors could also affect our newspapers’ ability to institute circulation price increases for print products. Also, print price increases have historically had an initial negative impact on circulation volumes that may not be mitigated with additional marketing and promotion. A prolonged reduction in circulation volumes would have a material adverse effect on advertising revenues. To maintain our circulation base, we may be required to incur additional costs that we may not be able to recover through audience and advertising revenues.

We rely on third party vendors for various services and if any of those third parties fail to fulfill their obligations to us with quality and timeliness we expect, or if our relationship with such vendors is damaged, our business may be harmed.

We rely on third party vendors to provide various services such as printing, distribution and production, as well as information technology systems. We do not control the operation of these vendors. If any of these third party vendors terminate their relationship with us, or do not provide an adequate level of service, it would be disruptive to our business as we seek to replace the vendor or remedy the inadequate level of service. This disruption may adversely affect our operating results.

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Developments in the laws and regulations to which we are subject may result in increased costs and lower advertising revenues from our digital businesses.

We are generally subject to government regulation in the jurisdictions in which we operate. In addition, our websites are available worldwide and are subject to laws regulating the internet both within and outside the United States. We may incur increased costs necessary to comply with existing and newly adopted laws and regulations or penalties for any failure to comply. Advertising revenues from our digital businesses could be adversely affected, directly or indirectly, by existing or future laws and regulations relating to the use of consumer data in digital media.

Adverse results from litigation or governmental investigations can impact our business practices and operating results.

In the ordinary course of business, we and our subsidiaries are parties to litigation and regulatory, environmental and other proceedings with governmental authorities and administrative agencies. For example, we are currently involved in two class action lawsuits that are described further in Note 9, Commitments and Contingencies to the consolidated financial statements.  Adverse outcomes in lawsuits or investigations could result in significant monetary damages or injunctive relief that could adversely affect our operating results or financial condition as well as our ability to conduct our business as it is presently being conducted.  

We were notified by the New York Stock Exchange (“NYSE”) that we did not meet its continued listing requirements, and we potentially face delisting if we do not comply with NYSE standards.

We received notification from the NYSE on February 16, 2016, that we are not in compliance with the NYSE’s continued listing standard requiring that our stock trade at a minimum average closing price of $1.00 for thirty consecutive trading days. Under the NYSE rules, we have until August 16, 2016 (the “compliance date”) to comply with the listing standard. We have a plan in place that we believe will allow us to address the average stock price deficiency by the compliance date. If we are unable to regain compliance with the NYSE listing requirements, our Class A common stock will be delisted from the NYSE, and, as a result, we would likely have our Class A common stock quoted on the Over-the-Counter Bulletin Board (“OTC BB”). Securities that trade on the OTC BB generally have less liquidity and greater volatility than securities that trade on the NYSE. In addition, because issuers whose securities trade on the OTC BB are not subject to the corporate governance and other standards imposed by the NYSE, our reputation may suffer, which could result in a decrease in the trading price of our shares. The market price of our Class A common stock has historically fluctuated and is likely to fluctuate in the future.

ITEM 1B.  UNRESOLVED STAFF COMMENTS

None

ITEM 2.  PROPERTIES

Our corporate headquarters are located at 2100 Q Street, Sacramento, California. At December 27, 2015, we had newspaper production facilities in 13 markets in 11 states. Our facilities vary in size and in total occupy about 5.5 million square feet. Approximately 1.8 million of the total square footage is leased from others, while we own the properties for the remaining square footage. We own substantially all of our production equipment, although certain office equipment is leased.

We maintain our properties in good condition and believe that our current facilities are adequate to meet the present needs of our newspapers.

See Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations, specifically Recent Developments, regarding discussion of contributed properties to our qualified defined benefit pension plan.

ITEM 3.  LEGAL PROCEEDINGS

See Note 9, Commitments and Contingencies to the consolidated financial statements included as part of this Annual Report on Form 10-K.

 

 

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ITEM 4.  MINE SAFETY DISCLOSURES

None

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PART II

ITEM 5.  MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.

Our Class A Common Stock is listed on the New York Stock Exchange (“NYSE”) under the symbol “MNI.” A small amount of Class A Common Stock is also traded on other exchanges. Our Class B Common Stock is not publicly traded. As of February 29, 2016, there were approximately 4,974 and 20 record holders of our Class A and Class B Common Stock, respectively. We believe that the total number of holders of our Class A Common Stock is much higher since many shares are held in street names. The following table lists the high and low prices of our Class A Common Stock as reported by the NYSE for each fiscal quarter of 2015 and 2014:

 

 

 

 

 

 

 

 

 

Fiscal Year 2015 Quarters Ended:

    

High

    

Low

 

March 29, 2015

 

$

3.48

 

$

1.75

 

June 28, 2015

 

$

1.93

 

$

1.08

 

September 27, 2015

 

$

1.28

 

$

0.75

 

December 27, 2015

 

$

1.64

 

$

0.93

 

 

 

 

 

 

 

 

 

 

 

Fiscal Year 2014 Quarters Ended:

    

High

    

Low

 

March 30, 2014

 

$

7.39

 

$

3.30

 

June 29, 2014

 

$

7.00

 

$

4.82

 

September 28, 2014

 

$

5.93

 

$

3.50

 

December 27, 2015

 

$

3.95

 

$

2.84

 

Dividends:

During 2009, we suspended our quarterly dividend; therefore, we have not paid any cash dividends since the first quarter of 2009. The payment and amount of future dividends remain within the discretion of the Board of Directors and will depend upon our future earnings, financial condition, and other factors considered relevant by the Board of Directors. Our credit agreement 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). However, the payment and amount of future dividends remain within the discretion of the Board of Directors and will depend upon our future earnings, financial condition, and other factors considered relevant by the Board of Directors.

Equity Securities:

In April 2015, our Board of Directors authorized a new share repurchase program for the repurchase of up to $7.0 million of our Class A Common Stock through December 31, 2016. This program was further amended in August 2015 to authorize a total of up to $15.0 million to repurchase shares. The shares will be repurchased from time to time depending on prevailing market prices, availability, and market conditions, among other factors. During the year ended December 27, 2015, we repurchased 6.1 million shares at an average price of $1.28 per share.  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(c) Total Number of

 

(d) Approximate Dollar

 

 

 

(a) Total Number

 

 

 

Shares Purchased as Part

 

Value of Shares that May

 

 

 

of Shares

 

(b) Average Price

 

of Publicly Announced

 

Yet Be Purchased Under

 

Period

 

Purchased

 

Paid per Share

 

Program

 

the Program

 

09/28/2015 - 11/01/2015

 

 

1,266,182

 

$

1.27

 

 

3,182,006

 

$

11,222,632

 

11/02/2015 - 11/29/2015

 

 

1,313,583

 

$

1.42

 

 

4,495,589

 

$

9,355,972

 

11/30/2015 - 12/27/2015

 

 

1,651,165

 

$

1.33

 

 

6,146,754

 

$

7,160,379

 

Total Fourth Quarter 2015

 

 

4,230,930

 

$

1.34

 

 

6,146,754

 

$

7,160,379

 

 

During the year ended December 27, 2015, we did not sell any equity securities of the Company, which were not registered under the Securities Act of 1933, as amended.

 

18


 

Performance Graph:

The following graph compares the cumulative five‑year total return attained by shareholders on The McClatchy Company’s common stock versus the cumulative total returns of the S&P Midcap 400 index and a customized peer group composed of six companies (“New Peer Group”) and a customized peer group composed of five companies used during the fiscal year ended December 28, 2014, (“Old Peer Group”).

Our New Peer Group is customized to include six companies that are publicly traded with at least 40% of their revenues from newspaper publishing. This peer group includes: A.H. Belo Corp., Gannett Co. Inc., Lee Enterprises, Inc., New Media Investment Group, Inc., The New York Times Company and Tribune Publishing Company. In customizing the New Peer Group we added New Media Investment Group, Inc. and Tribune Publishing Company and removed E.W. Scripps Company from the Old Peer Group. E.W. Scripps Company was removed because it merged with another company.

G:\SHARED\CONTROL\Financial Reporting\2015\2015 10K\Item 5\Mni2015-bw (1).jpg

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Fiscal Years Ended:

 

 

 

12/26/2010

 

12/25/2011

 

12/30/2012

 

12/29/2013

 

12/28/2014

 

12/27/2015

 

The McClatchy Company

    

$

100

    

$

49

    

$

62

    

$

70

    

$

72

    

$

25

 

S&P Midcap 400

 

$

100

 

$

98

 

$

116

 

$

155

 

$

170

 

$

166

 

Old Peer Group (1)

 

$

100

 

$

75

 

$

83

 

$

162

 

$

161

 

$

153

 

New Peer Group (2)

 

$

100

 

$

73

 

$

79

 

$

150

 

$

145

 

$

123

 

 

(1)

Old Peer group includes: A.H. Belo Corp., E.W. Scripps Company, Gannett Co. Inc., Lee Enterprises Inc. and New York Times Company

(2)

New Peer group includes: A.H. Belo Corp., Gannett Co. Inc., Lee Enterprises Inc., New Media Investment Group Inc., The New York Times Company and Tribune Publishing Company

 

19


 

 

ITEM 6.  SELECTED FINANCIAL DATA

The selected financial data set forth below should be read in conjunction with Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” our consolidated financial statements and the related notes, and other financial data included elsewhere in this annual report. Historical results are not necessarily indicative of the results to be expected in future periods.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

    

December 27,

 

December 28,

 

December 29,

 

December 30,

 

December 25,

 

(in thousands, except per share amounts)

 

2015

 

2014

 

2013

 

2012 (1)

 

2011

 

REVENUES — NET:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Advertising

 

$

637,415

 

$

731,783

 

$

822,128

 

$

895,640

 

$

936,418

 

Audience

 

 

367,858

 

 

366,592

 

 

346,311

 

 

334,580

 

 

339,504

 

Other

 

 

51,301

 

 

48,177

 

 

46,409

 

 

49,624

 

 

47,955

 

 

 

 

1,056,574

 

 

1,146,552

 

 

1,214,848

 

 

1,279,844

 

 

1,323,877

 

OPERATING EXPENSES:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other operating expenses

 

 

895,470

 

 

942,364

 

 

955,153

 

 

975,525

 

 

1,005,700

 

Depreciation and amortization

 

 

101,595

 

 

113,638

 

 

121,570

 

 

124,348

 

 

120,384

 

Asset impairments

 

 

304,848

 

 

8,227

 

 

17,181

 

 

 —

 

 

2,800

 

 

 

 

1,301,913

 

 

1,064,229

 

 

1,093,904

 

 

1,099,873

 

 

1,128,884

 

OPERATING INCOME (LOSS)

 

 

(245,339)

 

 

82,323

 

 

120,944

 

 

179,971

 

 

194,993

 

NON-OPERATING (EXPENSE) INCOME:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest expense

 

 

(85,973)

 

 

(127,503)

 

 

(135,381)

 

 

(151,334)

 

 

(165,434)

 

Interest income

 

 

331

 

 

254

 

 

53

 

 

88

 

 

97

 

Equity income in unconsolidated companies, net

 

 

18,252

 

 

26,925

 

 

45,680

 

 

31,935

 

 

27,762

 

Gains related to equity investments

 

 

8,061

 

 

705,247

 

 

 —

 

 

 —

 

 

 —

 

Gain (loss) on extinguishment of debt

 

 

1,167

 

 

(72,777)

 

 

(13,643)

 

 

(88,430)

 

 

(1,203)

 

Other — primarily write down of investments and Miami property gain

 

 

(8,166)

 

 

(7,841)

 

 

9,909

 

 

 

 

 —

 

Other — net

 

 

(292)

 

 

579

 

 

541

 

 

79

 

 

248

 

 

 

 

(66,620)

 

 

524,884

 

 

(92,841)

 

 

(207,662)

 

 

(138,530)

 

Income (loss) from continuing operations before income taxes

 

 

(311,959)

 

 

607,207

 

 

28,103

 

 

(27,691)

 

 

56,463

 

Income tax provision (benefit)

 

 

(11,797)

 

 

231,230

 

 

11,659

 

 

(23,725)

 

 

6,023

 

NET INCOME (LOSS) FROM CONTINUING OPERATIONS

 

 

(300,162)

 

 

375,977

 

 

16,444

 

 

(3,966)

 

 

50,440

 

Income (loss) from discontinued operations, net of tax

 

 

 —

 

 

(1,988)

 

 

2,359

 

 

3,822

 

 

3,949

 

NET INCOME (LOSS)

 

$

(300,162)

 

$

373,989

 

$

18,803

 

$

(144)

 

$

54,389

 

Basic earnings per common share:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Income (loss) from continuing operations

 

$

(3.47)

 

$

4.33

 

$

0.19

 

$

(0.05)

 

$

0.59

 

Discontinued operations, net of tax

 

 

 —

 

 

(0.02)

 

 

0.03

 

 

0.05

 

 

0.05

 

Net income (loss) per basic common share

 

$

(3.47)

 

$

4.31

 

$

0.22

 

$

 —

 

$

0.64

 

Diluted earnings per common share:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Income (loss) from continuing operations

 

$

(3.47)

 

$

4.26

 

$

0.19

 

$

(0.05)

 

$

0.59

 

Discontinued operations, net of tax

 

 

 —

 

 

(0.03)

 

 

0.03

 

 

0.05

 

 

0.04

 

Net income (loss) per diluted common share

 

$

(3.47)

 

$

4.23

 

$

0.22

 

$

 —

 

$

0.63

 

Dividends per common share:

 

$

 —

 

$

 —

 

$

 —

 

$

 —

 

$

 —

 

CONSOLIDATED BALANCE SHEET DATA:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total assets (2)

 

$

1,923,034

 

$

2,540,716

 

$

2,577,739

 

$

2,968,853

 

$

3,009,851

 

Long-term debt (2)

 

 

905,425

 

 

994,812

 

 

1,473,460

 

 

1,565,458

 

 

1,563,873

 

Financing obligations

 

 

32,398

 

 

34,551

 

 

40,264

 

 

279,325

 

 

272,795

 

Stockholders’ equity

 

 

192,763

 

 

503,385

 

 

240,386

 

 

42,501

 

 

175,187

 


(1)

Due to our fiscal calendar, the year ended on December 30, 2012 encompassed a 53‑week period as compared to the other fiscal year ends identified in this table, which only have 52‑week periods.

In 2015, we early adopted FASB issued Accounting Standards Update (“ASU”) No. 2015-03 and ASU 2015-17 (see Note 1 to our consolidated financial statements). These standards were applied retrospectively and therefore for 2011-2014, we reclassified all of our unamortized debt issuance costs from current assets to be a reduction to long-term debt and we reclassified current deferred income tax assets to noncurrent deferred income tax liabilities on our consolidated balance sheets.

20


 

ITEM 7.  MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Reference is made to Part I, Item 1 “Forward‑Looking Statements” and Item 1A “Risk Factors,” which describes important factors that could cause actual results to differ from expectations and non‑historical information contained herein. In addition, the following Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) is intended to help the reader understand our results of operations and financial condition. MD&A should be read in conjunction with our audited consolidated financial statements and accompanying notes to the consolidated financial statements (“Notes”) as of and for each of the three years ended December 27, 2015, December 28, 2014, and December 29, 2013 included elsewhere in this Annual Report on Form 10‑K.

Overview

We are a 21st century news and information publisher of well-respected publications such as the Miami HeraldThe Kansas City Star, The Sacramento BeeThe 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 these 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 job website, CareerBuilder.com; 33.3% of HomeFinder, LLC, which operates the online real estate website HomeFinder.com.

Our fiscal year ends on the last Sunday in December. The fiscal years ended December 27, 2015, December 28, 2014, and December 29, 2013 consisted of 52‑week periods.

The following table reflects our sources of revenues as a percentage of total revenues for the periods presented:

 

 

 

 

 

 

 

 

 

 

 

 

Years Ended

 

 

December 27,

 

December 28,

 

December 29,

 

 

 

2015

 

2014

 

2013

 

Revenues:

    

    

    

    

 

    

 

Advertising

 

60.3

%  

63.8

%  

67.7

%  

Audience

 

34.8

%  

32.0

%  

28.5

%  

Other

 

4.9

%  

4.2

%  

3.8

%  

Total revenues

 

100.0

%  

100.0

%  

100.0

%  

Our primary sources of revenues are print and digital advertising. All categories (retail, national and classified) of advertising discussed below include both print and digital advertising. Retail advertising revenues include advertising carried as a part of newspapers (run of press (“ROP”) advertising), advertising inserts placed in newspapers (“preprint advertising”) and/or advertising delivered digitally. Audience revenues include print and digital subscriptions or a combination of both. Our print newspapers are primarily delivered by large distributors and certain newspapers utilize independent contractors. Other revenues include primarily commercial printing and distribution revenues.

See “Results of Operations” section below for a discussion of our revenue performance and contribution by category for the 2015, 2014 and 2013.

Recent Developments

Non-Cash Impairment Charges

 

Our financial operating results for 2015 include $304.8 million of non-cash impairment charges that reduced our carrying value of goodwill and intangible newspaper mastheads, consisting of $290.9 million for goodwill and $13.9 million for intangible newspaper mastheads.

 

Debt Repurchases and Extinguishment of Debt

 

During 2015 we repurchased a total of $95.2 million in aggregate principal amount of our notes through privately

21


 

negotiated transactions, consisting of $55.8 million of our 5.75% Notes due in 2017 and $39.4 million of our 9.00% Senior Secured Notes (“9.00% Notes”). We recorded a net gain on extinguishment of debt of $1.2 million in 2015.

 

Share Repurchase Program

 

In April 2015, our Board of Directors authorized a new share repurchase program for the repurchase of up to $7.0 million of our Class A Common Stock through December 31, 2016. This program was further amended in August 2015 to authorize a total of up to $15.0 million to repurchase shares. The shares are to be repurchased from time to time depending on prevailing market prices, availability, and market conditions, among other factors. As of December 27, 2015, we have repurchased approximately 6.1 million shares at a weighted average price of $1.28 per share, or $7.8 million of the total buyback approved.

Contribution of Company-Owned Real Property to Pension Plan

In February 2016, we contributed certain of our real property appraised at $47.1 million to our qualified defined benefit pension plan consisting of buildings and related land. We are leasing back the properties from our pension plan for 11 years at an aggregate annual rent of approximately $3.5 million. The properties will be managed by an independent fiduciary, and the appraisals and lease payments have been determined by that fiduciary.

We expected our required pension contribution under the Employee Retirement Income Security Act to be approximately $2.0 million in 2016, and the contribution of real property described above will satisfy all of our required pension contribution for 2016 and is expected to reduce our future pension contributions and expense, all other things being equal.  See Note 12 for a greater description of this transaction and the “Liquidity and Capital Resources” section below for a discussion of potential future pension contributions.

Investments in Unconsolidated Companies Activity

On April 1, 2014, Classified Ventures sold its Apartments.com business for $585 million. Accordingly, during fiscal year 2014, we recorded our share of the gain on the sale of approximately $144.2 million, before taxes. On April 1, 2014, we received a cash distribution of approximately $146.9 million from Classified Ventures, which was equal to our share of the net proceeds from the sale.

On October 1, 2014, we, along with Tribune Media Company, Graham Holdings Company and A. H. Belo Corporation (the “Selling Partners”) completed the sale of all of the Selling Partners’ ownership interests in Classified Ventures to TEGNA, Inc. (formerly Gannett Co., Inc.) for a price that valued Classified Ventures at $2.5 billion. We recorded a gain on sale of our ownership interest in Classified Ventures of $559.3 million, before taxes, during fourth quarter of fiscal year 2014. Our portion of the cash proceeds, net of transaction costs, was approximately $631.8 million. Pursuant to the sale agreement, $25.6 million of net proceeds was held in escrow until October 1, 2015. On October 1, 2014, we received our portion of the net cash proceeds, less the escrow amount, of $606.2 million. Upon the closing of the transaction, we entered into a new, five-year affiliate agreement with Cars.com that allowed us to continue to sell Cars.com products and services exclusively in our local markets. In the fourth quarter of 2015, we received the $25.6 million escrow balance from the escrow account.

Gains Related to Equity Investments

 

We recognized $8.1 million in gains related to equity investments during 2015. During the first quarter of 2015, we received $0.6 million from Classified Ventures as a result of the final working capital adjustment from our sale of Classified Ventures in the fourth quarter of 2014. In addition, in April 2015, we received a final cash distribution of $7.5 million from Classified Ventures. Both of these transactions were recorded as gains related to equity investments during 2015, because the company has no continuing ownership interest in Classified Ventures, as discussed above.

Results of Operations

The following table reflects our financial results on a consolidated basis for 2015, 2014 and 2013:

 

 

 

 

 

 

 

 

 

 

 

 

22


 

 

 

Years Ended

 

 

 

December 27,

 

December 28,

 

December 29,

 

 

 

2015

 

2014

 

2013

 

Income (loss) from continuing operations

    

 $

(300,162)

    

 $

375,977

 

 $

16,444

 

Income (loss) from discontinued operations, net of tax

 

 

 —

 

 

(1,988)

 

 

2,359

 

Net income (loss)

 

 $

(300,162)

 

 $

373,989

 

 $

18,803

 

Net income (loss) per diluted common share:

 

 

 

 

 

 

 

 

 

 

Income (loss) from continuing operations

 

 $

(3.47)

 

 $

4.26

 

 $

0.19

 

Income (loss) from discontinued operations

 

 

 —

 

 

(0.03)

 

 

0.03

 

Net income (loss) per share

 

 $

(3.47)

 

 $

4.23

 

 $

0.22

 

The loss from continuing operations in 2015 is primarily related to non-cash impairment charges of $304.8 million (see Note 4 and the previous discussion in Recent Developments) and the net income from continuing operations in 2014 was due to several transactions, primarily related to the gains related to the Classified Ventures transaction as described previously in Recent Developments. In addition, as described more fully below, results for 2015 compared to 2014 were impacted by decreases in total revenues, lower equity investment income and our portion of the gains related to equity investments, offset by decreases in operating expenses, interest expense and the extinguishment of debt.

The increase in income from continuing operations in 2014 compared to 2013 is primarily related to gains related to equity investments in 2014, partially offset by losses on extinguishment of debt.

2015 Compared to 2014

Revenues

The following table summarizes our revenues by category, which compares 2015 to 2014:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Years Ended

 

 

 

December 27,

 

December 28,

 

$

 

%

 

(in thousands)

 

2015

 

2014

 

Change

 

Change

 

Advertising:

    

 

    

 

 

    

  

 

    

    

    

 

Retail

 

$

318,953

 

$

374,425

 

$

(55,472)

 

(14.8)

 

National

 

 

45,861

 

 

50,796

 

 

(4,935)

 

(9.7)

 

Classified:

 

 

 

 

 

 

 

 

 

 

 

 

Automotive

 

 

37,789

 

 

53,025

 

 

(15,236)

 

(28.7)

 

Real estate

 

 

27,083

 

 

30,240

 

 

(3,157)

 

(10.4)

 

Employment

 

 

30,120

 

 

34,378

 

 

(4,258)

 

(12.4)

 

Other

 

 

58,707

 

 

61,227

 

 

(2,520)

 

(4.1)

 

Total classified

 

 

153,699

 

 

178,870

 

 

(25,171)

 

(14.1)

 

Direct marketing and other

 

 

118,902

 

 

127,692

 

 

(8,790)

 

(6.9)

 

Total advertising

 

 

637,415

 

 

731,783

 

 

(94,368)

 

(12.9)

 

Audience

 

 

367,858

 

 

366,592

 

 

1,266

 

0.3

 

Other

 

 

51,301

 

 

48,177

 

 

3,124

 

6.5

 

Total revenues

 

$

1,056,574

 

$

1,146,552

 

$

(89,978)

 

(7.8)

 

During 2015 total revenues decreased 7.8% compared to 2014 primarily due to the continued decline in demand for print advertising. The largest impact on print advertising came from large retail advertisers who began pulling back preprinted insert advertising and in-newspaper ROP advertising in 2015. In addition, advertisers’ desire to reach online customers and the secular shift in advertising demand from print to digital products, which are widely available from many media competitors and are generally sold at lower prices than print products, contributed to the decline in print advertising revenues. In addition, the decreases in total advertising revenues were also a result of higher wholesale costs associated with purchasing certain digital products and services, which are recorded as a reduction to the related revenues, as described below. The declines in total advertising revenues were partially offset by an increase in our audience revenues, due primarily to increases in pricing and sales of our subscription products, as well as an increase in other revenues.

Advertising Revenues

Total advertising revenues decreased 12.9% in 2015 compared to 2014. While we experienced declines in all of our advertising revenue categories, including certain digital advertising revenue categories, the decrease in total advertising revenues was primarily related to declines in print retail and print and digital classified advertising revenues. These

23


 

decreases in advertising revenues were partially offset by increases in certain digital revenue categories, as discussed below. The decreases are also partially a result of the five-year affiliate agreement we entered into with Cars.com on October 1, 2014, which resulted in higher wholesale costs related to their digital products and services in 2015. These wholesale costs are recorded as a reduction in the related revenues for these products and services, and generally reduce total advertising revenues by approximately two percentage points due to the higher costs in the new affiliate agreement in 2015 compared to prior years.

 

Newspaper advertising is typically display advertising, or in the case of classified, display and/or liner advertising, while digital advertising can be in the form of display, coupon or banner ads, video, search advertising and/or liner ads. Advertising printed directly in the newspaper is considered ROP advertising while preprint advertising consists of preprinted advertising inserts delivered with the newspaper.

The following table reflects the category of advertising revenues as a percentage of total advertising revenues for the periods presented:

 

 

 

 

 

 

 

 

 

Years Ended

 

 

 

December 27,

 

December 28,

 

 

 

2015

 

2014

 

Advertising:

    

    

    

    

 

Retail

 

50.0

%  

51.2

%  

National

 

7.2

%  

6.9

%  

Classified

 

24.1

%  

24.4

%  

Direct marketing and other

 

18.7

%  

17.5

%  

Total advertising

 

100.0

%  

100.0

%  

We categorize advertising revenues as follows:

·

Retail – local retailers, local stores of national retailers, department and furniture stores, restaurants and other consumer‑related businesses. Retail advertising also includes revenues from preprinted advertising inserts distributed in the newspaper.

·

National – national and major accounts such as telecommunications companies, financial institutions, movie studios, airlines and other national companies.

·

Classified – local auto dealers, employment, real estate and other classified advertising, which includes remembrances, legal advertisements and other miscellaneous advertising.

·

Direct Marketing and Other – primarily preprint advertisements in direct mail, shared mail and niche publications, events programs total market coverage publications and other miscellaneous advertising not included in the daily newspaper.

Retail:

During 2015 retail advertising revenues decreased 14.8% compared to 2014, primarily due to decreases of 20.2% in print ROP advertising revenues and 18.6% in preprint advertising revenues, compared to 2014. These decreases were partially offset by increases in digital retail advertising of 1.3% in 2015 compared to 2014. The overall decreases in retail advertising revenues in 2015 mainly reflect a pullback by large retailers in preprint and ROP advertising.

National:

National advertising revenues decreased 9.7% during 2015 compared to 2014, with growth coming in the second half of 2015. National advertising grew 1.5% in the second half of 2015 compared to the same period in 2014. For 2015, we experienced a 24.2% decrease in print national advertising and an 18.1% increase in digital national advertising compared to 2014. Overall the decrease in total national advertising revenues during 2015 was led by the telecommunications category, as a result of declines in that category during the first half of 2015, offset by new customers entering the digital marketplace and new programmatic product offerings.

24


 

Classified:

During 2015 classified advertising revenues decreased 14.1% compared to 2014. During 2015 compared to 2014, we experienced decreases in print classified advertising of 13.9% and decreases in digital classified advertising of 14.3%. The decreases were across the major classified categories of automotive, employment and real estate. Almost half of the decrease in automotive was a result of the five-year affiliate agreement with Cars.com signed on October 1, 2014, which resulted in higher wholesale costs for their digital products and services in 2015. These wholesale costs are recorded as a reduction in the related revenues for these products and services. We had $28.1 million in wholesale fees during 2015 compared to $21.3 million in 2014. In addition, advertisers are increasingly using digital advertising, which is more competitive than print advertising.

 

The following is a discussion of the major classified advertising categories for 2015 compared to 2014:

 

·

Automotive advertising revenues decreased 28.7% in 2015. Print automotive advertising revenues declined 32.0% in 2015 as advertisers continued to shift advertising buys to digital products. Digital automotive advertising revenues were down 26.4% in 2015 primarily due to higher wholesale fees to third-party providers of the automotive products and services.

 

·

Real estate advertising revenues decreased 10.4% in 2015. Print real estate advertising revenues declined 16.0% in 2015 and digital real estate advertising revenues decreased slightly at 0.7% in 2015. Print real estate revenues have decreased due to the continued decrease of the real estate advertising market as it shifts from traditional media to digital media. Digital real estate advertising in 2014 included $0.4 million of revenues from Apartments.com that were not included in 2015 due to the April 1, 2014, sale of that business by Classified Ventures (former equity investment). We no longer sell the Apartments.com products or services.

 

·

Employment advertising revenues decreased 12.4% in 2015 reflecting an employment market that continues to shift from traditional media to digital media, which includes a wider array of options. Print employment advertising revenues declined 12.1% in 2015 and digital employment advertising revenues were down 12.6% in 2015.

 

·

Other classified advertising revenues, which include legal, remembrance and celebration notices and miscellaneous advertising, decreased 4.1% in 2015. Print other classified advertising revenues declined 5.1% in 2015 and digital other classified advertising revenues were down slightly at 0.9% in 2015.

 

Digital:

Digital advertising revenues, which are included in each of the advertising categories discussed above, constituted 26.2% of total advertising revenues in 2015 compared to 23.7% in 2014. Total digital advertising includes digital advertising both bundled with print and sold on a stand-alone basis. In 2015 total digital advertising revenues decreased 3.7% to $167.0 million compared to 2014. Digital-only advertising revenues increased 2.9% to $106.1 million in 2015 compared to 2014. Certain digital-only advertising revenues declined due to the elimination of the Apartments.com revenues, as described above, and also due to higher wholesale fees paid to third-party providers of the digital automotive products and services. The advertising industry is still experiencing a secular shift in advertising demand from print to digital products as advertisers look for multiple advertising channels to reach their customers, and while our position in the digital revenue market over time has improved, we expect to continue to face intense competition in the digital advertising space. Digital advertising revenues sold in conjunction with print products declined 13.4% in 2015 compared to 2014 as a result of fewer print advertising sales. 

 

Direct Marketing and Other:

Direct marketing and other advertising revenues decreased 6.9% during 2015 compared to 2014.  The decrease was partially due to the declines in the preprint retail advertising by large retail customers as described above and the elimination of certain niche products during fiscal year 2014 that did not meet our profit expectations.

Audience Revenues

Audience revenues increased 0.3% during 2015 compared to 2014. Overall, audience revenues included an increase of 10.8% in digital audience revenues during 2015, partially offset by lower print audience revenues as a result of lower

25


 

circulation volumes. Circulation volumes continue to decline as a result of fragmentation of audiences faced by all media as available media outlets proliferate and readership trends change. We continue to look for new opportunities to reduce our declines in circulation volumes and increase our audience revenues.

Operating Expenses

Total operating expenses increased 22.3% in 2015 compared to 2014. The increase in 2015 was primarily due to the impairment charges of $304.8 million incurred during 2015, offset by decreases in newsprint expense and a greater amount of accelerated depreciation in 2014. Our total operating expenses reflect our continued effort to reduce costs through streamlining processes to gain efficiencies as well as headcount reductions.

The following table summarizes our operating expenses, which compares 2015 to 2014:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Years Ended

 

 

December 27,

 

December 28,

 

$

 

%

 

 

2015

 

2014

 

Change

 

Change

Compensation expenses

    

$

395,449

    

$

411,881

    

$

(16,432)

 

(4.0)

Newsprint, supplements and printing expenses

 

 

95,674

 

 

114,801

 

 

(19,127)

 

(16.7)

Depreciation and amortization expenses

 

 

101,595

 

 

113,638

 

 

(12,043)

 

(10.6)

Other operating expenses

 

 

404,347

 

 

415,682

 

 

(11,335)

 

(2.7)

Asset impairments

 

 

304,848

 

 

8,227

 

 

296,621

 

nm

 

 

$

1,301,913

 

$

1,064,229

 

$

237,684

 

22.3

nm – not meaningful

Compensation expenses decreased 4.0% in 2015 compared to 2014. The decrease was primarily due to a  decrease in payroll expenses in 2015 of 3.5% compared to 2014, reflecting a 9.0% decline in average full-time equivalent employees. The decrease in payroll expense was partially offset by higher severance costs. Fringe benefits costs in 2015 decreased 6.8% compared to 2014.

 

Newsprint, supplements and printing expenses decreased 16.7% in 2015 compared to 2014. During 2015 compared to 2014, newsprint expense declined 23.4%. The newsprint declines reflect an 18.0% decrease in newsprint usage and a 6.7% decrease in newsprint prices during 2015 compared to 2014.

 

Depreciation and amortization expenses decreased 10.6% in 2015 compared to 2014. Depreciation expense decreased $7.5 million in 2015 compared to 2014, partially due to the impact and timing of accelerated depreciation during the periods and due to assets that became fully depreciated in 2014 or early 2015. During 2015, we incurred accelerated depreciation of $10.3 million related to the production equipment associated with outsourcing our printing process at a few of our newspapers, compared to $13.5 million in accelerated depreciation during 2014. The accelerated depreciation during 2014, (i) related to the production equipment associated with outsourcing our printing process at one newspaper and (ii) resulted from moving the printing operations for another newspaper to a newly purchased production facility. Amortization expense decreased $4.6 million in 2015 compared to 2014 primarily due to certain circulation subscriber lists that became fully amortized during the third quarter of 2014.

 

Other operating expenses decreased 2.7% in 2015 compared to 2014. The decrease in other operating expenses is primarily due to a decrease in postage of $5.6 million, professional fees of $4.6 million, as well as other miscellaneous expenses of $8.7 million, which were partially offset by increases in circulation delivery costs of $3.1 million and sales costs for digital advertising of $4.3 million.  

 

26


 

Goodwill and other asset impairments increased during 2015 compared to 2014. In 2015, we recorded non-cash impairment charges related to goodwill of $290.9 million resulting from an interim goodwill impairment test during the second quarter of 2015, and to intangible newspaper mastheads of $13.9 million resulting from interim and annual impairment testing. See Notes 1 and 4 for additional discussion. During 2014, we recorded $8.2 million of non-cash impairment charges to reduce the carrying value of mastheads, real property, land and non-newsprint inventory. The charges consisted of $5.2 million for masthead impairments resulting from our annual impairment testing, $2.0 million write-down of non-newsprint inventory and $1.0 million for a write-down of buildings and land at one of our newspapers.

 

Non‑Operating Items

Interest Expense:

Total interest expense decreased 32.6% in 2015 compared to 2014, primarily reflecting lower overall debt balances due to the retirements and repurchases made in the fourth quarter of 2014 and to a lesser degree repurchases of debt during 2015.

Equity Income:

 

Total income from unconsolidated investments decreased 47.1% during 2015 compared to 2014 due to lower income from our equity method investments. The equity income in unconsolidated companies in the first nine month of 2014 included income from Classified Ventures, which was sold in October 2014 (see Recent Developments). During 2015, we had no equity income as a result of our sale of our equity interest in Classified Ventures. Except for the final distribution of $7.5 million received in April 2015, we will no longer receive equity income or distributions from this former investment. The final distribution was recorded as a gain on the sale of our ownership interest in Classified Ventures in 2015, as discussed below. In addition, during 2015 and 2014, we recorded write‑downs of $8.2 million and $7.8 million, respectively, which reduced our equity income in unconsolidated companies, net, in the consolidated statements of operations. The write-down in 2015 was primarily related to CareerBuilder, LLC, which recorded a non-cash, goodwill impairment charge related to their international reporting unit in the fourth quarter of 2015. Our portion of that impairment charge was $7.5 million. The write-down in 2014 was primarily our interest in the Ponderay Newsprint Company.

Gains related to equity investments:

 

We recognized $8.1 million in gains related to equity investments during 2015 from Classified Ventures as a result of a final cash distribution that was received in April 2015 and a final working capital adjustment received in the first quarter of 2015. See previous discussion in Recent Developments.

 

Extinguishment of Debt:

During 2015, we repurchased $95.2 million aggregate principal amount of various series of our outstanding notes. We repurchased these notes at either par or at a price lower than par value and wrote off historical discounts and unamortized issuance costs related to these notes, as applicable, which resulted in a net gain on extinguishment of debt of $1.2 million in 2015.

During 2014, we repurchased $494.2 million aggregate principal amount of various series of our outstanding notes. We repurchased these notes at a price higher than par value and wrote off historical discounts and unamortized issuance costs related to these notes, as applicable, which resulted in a loss on extinguishment of debt of $72.8 million in 2014.

Income Taxes:

 

In 2015, we recorded an income tax benefit on continuing operations of $11.8 million. The income tax benefit differs from the expected federal amounts primarily due to the tax impact of state income taxes, the impact of non-tax-deductible goodwill, the reversal of unrecognized tax benefits and certain expenses not deductible for income tax purposes. 

In 2014 we recorded an income tax provision on continuing operations of $231.2 million.  The income tax provision differs from the expected federal amount primarily due to state taxes, including benefits from certain favorable state tax adjustments and certain state taxes that do not vary with net income.  For 2014, our income tax provision includes the tax impact of certain discrete tax items, such as (i) gains related to equity investments (ii) certain asset disposals, impairments and accelerated depreciation, (iv) loss on the repurchase of debt, and (iii) severance.

27


 

 

2014 Compared to 2013

Revenues

The following table summarizes our revenues by category, which compares 2014 to 2013:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Years Ended

 

 

 

December 28,

 

December 29,

 

 

$

 

%

 

(in thousands)

 

2014

 

2013

 

 

Change

 

Change

 

Advertising:

    

 

    

    

 

    

    

 

    

 

    

 

Retail

 

$

374,425

 

$

414,482

 

$

(40,057)

 

(9.7)