[X]
|
QUARTERLY
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
|
|||
For
the quarterly period ended:
|
March
29, 2009
|
|||
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
|
|||
(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)
|
916-321-1846
|
Registrant's
telephone number, including area
code
|
[ ]
|
Yes
|
[X]
|
No
|
Class
A Common Stock
|
58,594,096 |
Class
B Common Stock
|
25,050,962 |
Part
I - FINANCIAL INFORMATION
|
Page
|
|
Item
1 - Financial Statements (unaudited):
|
||
Consolidated
Balance Sheet – March 29, 2009 and December 28, 2008
|
1
|
|
Consolidated
Statement of Operations for the three months ended March 29, 2009 and
March 30, 2008
|
3
|
|
Consolidated
Statement of Cash Flows for the three months ended March 29, 2009 and
March 30, 2008
|
4
|
|
Consolidated
Statement of Stockholders' Equity for the period December 28, 2008 to
March 29, 2009
|
5
|
|
Notes
to Consolidated Financial Statements
|
6
|
|
Item
2 - Management's Discussion and Analysis of Financial Condition and
Results of Operations
|
16
|
|
Item
3 - Quantitative and Qualitative Disclosures About Market
Risk
|
25
|
|
Item
4 - Controls and Procedures
|
25
|
|
Part
II - OTHER INFORMATION
|
||
Item
1A - Risk Factors
|
25
|
|
Item
6 - Exhibits
|
31
|
|
Signatures
|
32
|
|
Index
of Exhibits
|
33
|
THE
McCLATCHY COMPANY
|
||||||||
CONSOLIDATED
BALANCE SHEET (UNAUDITED)
|
||||||||
(In
thousands, except share amounts)
|
||||||||
ASSETS
|
March
29,
|
December
28,
|
||||||
CURRENT
ASSETS:
|
2009
|
2008
|
||||||
Cash
and cash equivalents
|
$ | 36,618 | $ | 4,998 | ||||
Trade
receivables – (less allowance of
$16,452
in 2009 and $15,255 in 2008 )
|
178,772 | 243,700 | ||||||
Other
receivables
|
15,304 | 16,544 | ||||||
Newsprint,
ink and other inventories
|
43,464 | 49,301 | ||||||
Deferred
income taxes
|
29,087 | 29,084 | ||||||
Prepaid
income taxes
|
133 | - | ||||||
Income
tax refund
|
10,423 | 11,451 | ||||||
Land
and other assets held for sale
|
182,128 | 182,566 | ||||||
Other
current assets
|
20,179 | 19,085 | ||||||
516,108 | 556,729 | |||||||
PROPERTY,
PLANT AND EQUIPMENT:
|
||||||||
Land
|
199,667 | 199,584 | ||||||
Building
and improvements
|
390,877 | 390,890 | ||||||
Equipment
|
821,392 | 823,466 | ||||||
Construction
in progress
|
5,730 | 5,071 | ||||||
1,417,666 | 1,419,011 | |||||||
Less
accumulated depreciation
|
(592,573 | ) | (576,134 | ) | ||||
825,093 | 842,877 | |||||||
INTANGIBLE
ASSETS:
|
||||||||
Identifiable
intangibles - net
|
756,246 | 771,076 | ||||||
Goodwill
|
1,006,020 | 1,006,020 | ||||||
1,762,266 | 1,777,096 | |||||||
INVESTMENTS
AND OTHER ASSETS:
|
||||||||
Investments
in unconsolidated companies
|
318,816 | 323,257 | ||||||
Other
assets
|
15,987 | 22,247 | ||||||
334,803 | 345,504 | |||||||
TOTAL
ASSETS
|
$ | 3,438,270 | $ | 3,522,206 | ||||
See
notes to consolidated financial statements.
|
THE
McCLATCHY COMPANY
|
||||||||
CONSOLIDATED
BALANCE SHEET (UNAUDITED) - Continued
|
||||||||
(In
thousands, except share amounts)
|
||||||||
LIABILITIES
AND STOCKHOLDERS' EQUITY
|
March
29,
|
December
28,
|
||||||
CURRENT
LIABILITIES:
|
2009
|
2008
|
||||||
Accounts
payable
|
$ | 47,585 | $ | 68,336 | ||||
Accrued
compensation
|
89,375 | 85,583 | ||||||
Income
taxes payable
|
9,820 | 46,562 | ||||||
Unearned
revenue
|
83,472 | 81,091 | ||||||
Accrued
interest
|
17,814 | 22,107 | ||||||
Accrued
dividends
|
7,474 | 7,431 | ||||||
Other
accrued liabilities
|
35,273 | 36,481 | ||||||
290,813 | 347,591 | |||||||
NON-CURRENT
LIABILITIES:
|
||||||||
Long-term
debt
|
2,053,947 | 2,037,776 | ||||||
Deferred
income taxes
|
221,771 | 202,015 | ||||||
Pension
and postretirement obligations
|
701,743 | 747,720 | ||||||
Other
long-term obligations
|
135,873 | 134,675 | ||||||
3,113,334 | 3,122,186 | |||||||
COMMITMENTS
AND CONTINGENCIES
|
||||||||
STOCKHOLDERS'
EQUITY:
|
||||||||
Common
stock $.01 par value:
|
||||||||
Class
A - authorized 200,000,000 shares, issued
|
||||||||
58,036,470
in 2009 and 57,520,445 in 2008
|
580 | 575 | ||||||
Class
B - authorized 60,000,000 shares,
|
||||||||
issued
25,050,962 in 2009 and 2008
|
251 | 251 | ||||||
Additional
paid-in capital
|
2,204,413 | 2,203,776 | ||||||
Accumulated
deficit
|
(1,874,706 | ) | (1,829,717 | ) | ||||
Treasury
stock, 37,902 shares in 2009 and 5,264 shares in 2008 at
cost
|
(153 | ) | (144 | ) | ||||
Accumulated
other comprehensive loss
|
(296,262 | ) | (322,312 | ) | ||||
34,123 | 52,429 | |||||||
TOTAL
LIABILITIES AND STOCKHOLDERS' EQUITY
|
$ | 3,438,270 | $ | 3,522,206 | ||||
See
notes to consolidated financial statements.
|
THE
McCLATCHY COMPANY
|
||||||||
CONSOLIDATED
STATEMENT OF OPERATIONS (UNAUDITED)
(In
thousands, except per share amounts)
|
||||||||
Three
Months Ended
|
||||||||
March
29,
|
March
30,
|
|||||||
2009
|
2008
|
|||||||
REVENUES
- NET:
|
||||||||
Advertising
|
$ | 284,689 | $ | 404,023 | ||||
Circulation
|
68,480 | 67,864 | ||||||
Other
|
12,456 | 16,396 | ||||||
365,625 | 488,283 | |||||||
OPERATING
EXPENSES:
|
||||||||
Compensation
|
183,308 | 218,853 | ||||||
Newsprint
and supplements
|
54,376 | 60,458 | ||||||
Depreciation
and amortization
|
34,377 | 36,382 | ||||||
Other
operating expenses
|
104,426 | 115,856 | ||||||
376,487 | 431,549 | |||||||
OPERATING
INCOME (LOSS)
|
(10,862 | ) | 56,734 | |||||
NON-OPERATING
(EXPENSES) INCOME:
|
||||||||
Interest
expense
|
(33,921 | ) | (45,277 | ) | ||||
Interest
income
|
31 | 96 | ||||||
Equity
losses in unconsolidated companies - net
|
(3,130 | ) | (13,124 | ) | ||||
Other
- net
|
(101 | ) | 914 | |||||
(37,121 | ) | (57,391 | ) | |||||
LOSS
FROM CONTINUING OPERATIONS
|
||||||||
BEFORE
INCOME TAXES
|
(47,983 | ) | (657 | ) | ||||
INCOME
TAX (BENEFIT) PROVISION
|
(10,259 | ) | 336 | |||||
LOSS
FROM CONTINUING OPERATIONS
|
(37,724 | ) | (993 | ) | ||||
INCOME
FROM DISCONTINUED OPERATIONS,
|
||||||||
NET
OF INCOME TAXES
|
209 | 144 | ||||||
NET
LOSS
|
$ | (37,515 | ) | $ | (849 | ) | ||
NET
LOSS PER COMMON SHARE:
|
||||||||
Basic:
|
||||||||
Loss
from continuing operations
|
$ | (0.45 | ) | $ | (0.01 | ) | ||
Income
from discontinued operations
|
- | - | ||||||
Net
loss per share
|
$ | (0.45 | ) | $ | (0.01 | ) | ||
Diluted:
|
||||||||
Loss
from continuing operations
|
$ | (0.45 | ) | $ | (0.01 | ) | ||
Income
from discontinued operations
|
- | - | ||||||
Net
loss per share
|
$ | (0.45 | ) | $ | (0.01 | ) | ||
WEIGHTED
AVERAGE NUMBER OF COMMON SHARES:
|
||||||||
Basic
|
83,020 | 82,177 | ||||||
Diluted
|
83,020 | 82,177 | ||||||
See
notes to consolidated financial statements.
|
THE
McCLATCHY COMPANY
|
||||||||
CONSOLIDATED
STATEMENT OF CASH FLOWS (UNAUDITED)
|
||||||||
(In
thousands)
|
||||||||
Three
Months Ended
|
||||||||
March
29,
|
March
30,
|
|||||||
2009
|
2008
|
|||||||
CASH
FLOWS FROM OPERATING ACTIVITIES:
|
||||||||
Loss
from continuing operations
|
$ | (37,724 | ) | $ | (993 | ) | ||
Reconciliation
to net cash provided by continuing operations:
|
||||||||
Depreciation
and amortization
|
34,377 | 36,382 | ||||||
Employee
benefit expense
|
2,355 | 6,097 | ||||||
Stock
compensation expense
|
291 | 1,345 | ||||||
Equity
loss in unconsolidated companies
|
3,130 | 13,124 | ||||||
Write-off
of deferred financing costs
|
- | 3,383 | ||||||
Other
|
3,187 | 1,734 | ||||||
Changes
in certain assets and liabilities:
|
||||||||
Trade
receivables
|
64,928 | 52,825 | ||||||
Inventories
|
5,837 | (8,619 | ) | |||||
Other
assets
|
267 | (4,409 | ) | |||||
Accounts
payable
|
(20,877 | ) | (20,080 | ) | ||||
Accrued
compensation
|
3,792 | (12,278 | ) | |||||
Income
taxes
|
(27,371 | ) | 12,951 | |||||
Other
liabilities
|
(4,177 | ) | 4,078 | |||||
Net
cash provided by operating activities of continuing
operations
|
28,017 | 85,540 | ||||||
Net
cash used by operating activities of discontinued
operations
|
(7,051 | ) | (186 | ) | ||||
Net
cash provided by operating activities
|
20,966 | 85,354 | ||||||
CASH
FLOWS FROM INVESTING ACTIVITIES:
|
||||||||
Purchases
of property, plant and equipment
|
(2,837 | ) | (4,754 | ) | ||||
Equity
investments
|
(23 | ) | (735 | ) | ||||
Proceeds
from sale of investments
|
5,000 | - | ||||||
Other
- net
|
1,223 | 34 | ||||||
Net
cash provided (used) by investing activities of continuing
operations
|
3,363 | (5,455 | ) | |||||
CASH
FLOWS FROM FINANCING ACTIVITIES:
|
||||||||
Net
borrowing (repayments) of revolving bank debt
|
14,380 | (76,052 | ) | |||||
Payment
of financing costs
|
- | (3,346 | ) | |||||
Payment
of cash dividends
|
(7,431 | ) | (14,789 | ) | ||||
Other
- principally stock issuances
|
342 | 797 | ||||||
Net
cash provided (used) by financing activities
|
7,291 | (93,390 | ) | |||||
NET
CHANGE IN CASH AND CASH EQUIVALENTS
|
31,620 | (13,491 | ) | |||||
CASH
AND CASH EQUIVALENTS, BEGINNING OF YEAR
|
4,998 | 25,816 | ||||||
CASH
AND CASH EQUIVALENTS, END OF PERIOD
|
$ | 36,618 | $ | 12,325 | ||||
OTHER
CASH FLOW INFORMATION:
|
||||||||
Cash
paid (received) during the period for:
|
||||||||
Income
taxes (net of refunds)
|
$ | 24,734 | $ | (13,143 | ) | |||
Interest
(net of capitalized interest)
|
$ | 32,194 | $ | 35,809 | ||||
See
notes to consolidated financial statements.
|
THE
McCLATCHY COMPANY
|
||||||||||||||||||||||||||||
CONSOLIDATED
STATEMENT OF STOCKHOLDERS' EQUITY (UNAUDITED)
|
||||||||||||||||||||||||||||
(In
thousands, except share and per share amounts)
|
||||||||||||||||||||||||||||
Retained
|
Accumulated
|
|||||||||||||||||||||||||||
Additional
|
Earnings
|
Other
|
||||||||||||||||||||||||||
Par
Value
|
Paid-In
|
(Accumulated
|
Comprehensive
|
Treasury
|
||||||||||||||||||||||||
Class
A
|
Class
B
|
Capital
|
Deficit)
|
(Loss)
Income
|
Stock
|
Total
|
||||||||||||||||||||||
BALANCES,
DECEMBER 28, 2008
|
$ | 575 | $ | 251 | $ | 2,203,776 | $ | (1,829,717 | ) | $ | (322,312 | ) | $ | (144 | ) | $ | 52,429 | |||||||||||
Net
loss
|
(37,515 | ) | (37,515 | ) | ||||||||||||||||||||||||
Other
comprehensive income (loss), net of tax:
|
||||||||||||||||||||||||||||
Pension
and postretirement plans:
|
||||||||||||||||||||||||||||
Unamortized
gain/prior service credit
|
26,944 | 26,944 | ||||||||||||||||||||||||||
Other
comprehensive loss related to investments
in unconsolidated
companies
|
(894 | ) | (894 | ) | ||||||||||||||||||||||||
Other
comprehensive income
|
26,050 | |||||||||||||||||||||||||||
Total
comprehensive loss
|
(11,465 | ) | ||||||||||||||||||||||||||
Dividends
declared ($.09 per share)
|
(7,474 | ) | (7,474 | ) | ||||||||||||||||||||||||
Issuance
of 516,025 Class A shares under stock plans
|
5 | 346 | 351 | |||||||||||||||||||||||||
Stock
compensation expense
|
291 | 291 | ||||||||||||||||||||||||||
Purchase
of 32,638 shares of treasury stock
|
(9 | ) | (9 | ) | ||||||||||||||||||||||||
BALANCES,
MARCH 29, 2009
|
$ | 580 | $ | 251 | $ | 2,204,413 | $ | (1,874,706 | ) | $ | (296,262 | ) | $ | (153 | ) | $ | 34,123 | |||||||||||
See
notes to consolidated financial statements.
|
NOTE
1. SIGNIFICANT ACCOUNTING
POLICIES
|
For
the Three
Months
Ended
|
||||||||
March
29,
2009
|
March
30,
2008
|
|||||||
Net
loss
|
$ | (37,515 | ) | $ | (849 | ) | ||
Pension
amortization from other comprehensive income, net of tax
|
26,944 | 91 | ||||||
Other
comprehensive loss related to equity investments
|
(894 | ) | (2,820 | ) | ||||
Total
comprehensive loss
|
$ | (11,465 | ) | $ | (3,578 | ) |
Company
|
%
Ownership Interest
|
March
29,
2009
|
December
28,
2008
|
|||||||||
CareerBuilder,
LLC
|
14.4 | $ | 214,130 | $ | 217,516 | |||||||
Classified
Ventures, LLC
|
25.6 | 74,320 | 82,642 | |||||||||
Seattle
Times Company (C-Corporation)
|
49.5 | - | - | |||||||||
HomeFinder,
LLC
|
33.3 | 6,804 | - | |||||||||
Ponderay
(general partnership)
|
27.0 | 18,845 | 18,349 | |||||||||
Other
|
Various
|
4,717 | 4,750 | |||||||||
$ | 318,816 | $ | 323,257 |
Intangible
assets and goodwill, along with their weighted-average amortization
periods consisted of the following (in thousands):
|
|||||||||||||
March
29, 2009
|
|||||||||||||
Weighted
|
|||||||||||||
Average
|
|||||||||||||
Gross
|
Accumulated
|
Net
|
Amortization
|
||||||||||
Amount
|
Amortization
|
Amount
|
Period
|
||||||||||
Intangible
assets subject to amortization:
|
|||||||||||||
Advertiser
and subscriber lists
|
$ | 803,840 | $ | (264,029 | ) | $ | 539,811 |
14
years
|
|||||
Other
|
40,066 | (30,018 | ) | 10,048 |
8
years
|
||||||||
Total
|
$ | 843,906 |
$
|
(294,047 | ) | 549,859 | |||||||
Other
intangible assets not subject to amortization:
|
|||||||||||||
Newspaper
mastheads
|
206,387 | ||||||||||||
Total
|
756,246 | ||||||||||||
Goodwill
|
1,006,020 | ||||||||||||
Total
intangible assets and goodwill
|
$ | 1,762,266 | |||||||||||
December
28, 2008
|
|||||||||||||
Weighted
|
|||||||||||||
Average
|
|||||||||||||
Gross
|
Accumulated
|
Net
|
Amortization
|
||||||||||
Amount
|
Amortization
|
Amount
|
Period
|
||||||||||
Intangible
assets subject to amortization:
|
|||||||||||||
Advertiser
and subscriber lists
|
$ | 803,840 | $ | (249,650 | ) | $ | 554,190 |
14
years
|
|||||
Other
|
40,066 | (29,567 | ) | 10,499 |
8
years
|
||||||||
Total
|
$ | 843,906 | $ | (279,217 | ) | 564,689 | |||||||
Other
intangible assets not subject to amortization:
|
|||||||||||||
Newspaper
mastheads
|
206,387 | ||||||||||||
Total
|
771,076 | ||||||||||||
Goodwill
|
1,006,020 | ||||||||||||
Total
intangible assets and goodwill
|
$ | 1,777,096 |
Amortization
expense for continuing operations was $14.9 million and $15.4 million in
the first fiscal quarters of 2009 and 2008, respectively. The estimated
amortization expense for the remainder of fiscal 2009 and the five
succeeding fiscal years is as follows (in thousands):
|
|||||
Amortization
|
|||||
Year
|
Expense
|
||||
2009 (remaining)
|
$ | 44,482 | |||
2010
|
58,639 | ||||
2011
|
57,538 | ||||
2012
|
57,363 | ||||
2013
|
56,223 | ||||
2014
|
51,745 |
March
29,
2009
|
December
28,
2008
|
|||||||
Term
A bank debt, interest of 4.0% at March 29, 2009 and 4.8% at December
28, 2008
|
$ | 550,000 | $ | 550,000 | ||||
Revolving
bank debt, interest of 4.0% at March 29, 2009 and 4.5% at December
28, 2008
|
406,080 | 391,700 | ||||||
Publicly
traded notes:
|
||||||||
$31
million 9.875% debentures due in 2009
|
30,984 | 31,217 | ||||||
$170
million 7.125% debentures due in 2011
|
171,259 | 171,404 | ||||||
$180
million 4.625% debentures due in 2014
|
162,475 | 161,692 | ||||||
$400
million 5.750% debentures due in 2017
|
368,289 | 367,351 | ||||||
$100
million 7.150% debentures due in 2027
|
91,718 | 91,607 | ||||||
$300
million 6.875% debentures due in 2029
|
273,142 | 272,805 | ||||||
Total
long-term debt
|
$ | 2,053,947 | $ | 2,037,776 |
Year
|
Payments
|
||||
2009
|
$ | 30,984 | |||
2010
|
- | ||||
2011
|
1,126,080 | ||||
2012
|
- | ||||
2013
|
- | ||||
Thereafter
|
980,000 | ||||
2,137,064 | |||||
Less
net discount
|
(83,117 | ) | |||
Total
debt
|
$ | 2,053,947 |
Debt
Ratings
|
||||
Credit
Facility:
|
||||
S
& P
|
CCC+
|
|||
Moody's
|
B1 | |||
Bonds:
|
||||
S
& P
|
CCC-
|
|||
Moody's
|
Caa2
|
|||
Corp. Family Rating:
|
||||
S
& P
|
CCC+
|
|||
Moody's
|
Caa1
|
|||
Three
Months Ended
|
||||||||
March
29,
2009
|
March
30,
2008
|
|||||||
Service
cost
|
$ | 3,542 | $ | 9,110 | ||||
Interest
cost
|
23,319 | 24,876 | ||||||
Expected
return on plan assets
|
(24,226 | ) | (28,322 | ) | ||||
Prior
service cost amortization
|
19 | 50 | ||||||
Actuarial
loss
|
29 | 90 | ||||||
Curtailment
gain
|
(676 | ) | - | |||||
Net
pension expense
|
$ | 2,007 | $ | 5,804 |
Three
Months Ended
|
||||||||
March
29,
2009
|
March
30,
2008
|
|||||||
Service
cost
|
$ | - | $ | 28 | ||||
Interest
cost
|
624 | 584 | ||||||
Prior
service cost
|
(262 | ) | (313 | ) | ||||
Actuarial
gain
|
(14 | ) | (6 | ) | ||||
Net
postretirement expense
|
$ | 348 | $ | 293 |
ITEM
2.
|
MANAGEMENT’S
DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
|
Quarter
Ended
|
||||||||||||
March
29,
2009
|
March
30,
2008
|
%
Change
|
||||||||||
Advertising:
|
||||||||||||
Retail
|
$ | 147,815 | $ | 190,757 | -22.5 | |||||||
National
|
27,554
|
38,225 | -27.9 | |||||||||
Classified:
|
||||||||||||
Auto
|
23,875 | 35,386 | -32.5 | |||||||||
Employment
|
17,194 | 46,441 | -63.0 | |||||||||
Real
estate
|
19,738 | 35,423 | -44.3 | |||||||||
Other
|
20,745 | 22,961 | -9.6 | |||||||||
Total
classified
|
81,552 | 140,211 | -41.8 | |||||||||
Direct
marketing
|
||||||||||||
and
other
|
27,768 | 34,830 | -20.3 | |||||||||
Total
advertising
|
284,689 | 404,023 | -29.5 | |||||||||
Circulation
|
68,480 | 67,864 | 0.9 | |||||||||
Other
|
12,456 | 16,396 | -24.0 | |||||||||
Total
revenues
|
$ | 365,625 | $ | 488,283 | -25.1 | |||||||
·
|
Automotive
advertising decreased $11.5 million, or 32.5% from the first fiscal
quarter of 2008, reflecting an industry-wide trend. Print
automotive advertising declined 41.7%, while digital automotive
advertising was about even with the 2008 quarter (down
0.1%).
|
·
|
Real
estate advertising decreased $15.7 million, or 44.3% from the first fiscal
quarter of 2008. In total, print real estate advertising
declined 50.7%, while digital advertising grew
6.4%.
|
·
|
Employment
advertising decreased $29.2 million, or 63.0% from the first fiscal
quarter of 2008, reflecting a national slowdown in hiring and therefore,
employment
advertising. The declines were reflected both in print
employment advertising, down 67.6%, and online employment advertising,
down 55.8%.
|
Three
Months Ended
|
||||||||||||
March
29,
|
March
30,
|
|||||||||||
2009
|
2008
|
change
|
||||||||||
Operating
expenses as reported
|
$ | 376,487 | $ | 431,549 | $ | 55,062 | ||||||
Less
restructuring charges
|
19,728 | 2,096 | (17,632 | ) | ||||||||
Operating
expenses excluding restructuring charges
|
$ | 356,759 | $ | 429,453 | 72,694 | |||||||
Compensation
expense
|
$ | 183,308 | $ | 218,853 | 35,545 | |||||||
Less
restructuring charges
|
19,728 | 2,096 | (17,632 | ) | ||||||||
Compensation
excluding restructuring charges
|
$ | 163,580 | $ | 216,757 | 53,177 |
Debt
Ratings
|
||||
Credit
Facility:
|
||||
S
& P
|
CCC+
|
|||
Moody's
|
B1 | |||
Bonds:
|
||||
S
& P
|
CCC-
|
|||
Moody's
|
Caa2
|
|||
Corp. Family Rating:
|
||||
S
& P
|
CCC+
|
|||
Moody's
|
Caa1
|
ITEM
6. EXHIBITS
|
The
McClatchy Company
|
||
Registrant
|
||
May
7, 2009
|
/s/
Gary B. Pruitt
|
|
Date
|
Gary
B. Pruitt
Chief
Executive Officer
|
|
May
7, 2009
|
/s/
Patrick J. Talamantes
|
|
Date
|
Patrick
J. Talamantes
Chief
Financial Officer
|
TABLE
OF EXHIBITS
|
|||
Exhibit
|
Description
|
||
2.1 | * |
Agreement
and Plan of Merger, dated March 12, 2006, between the Company and
Knight-Ridder, Inc., included as Exhibit 2.1 in the Company’s Current
Report on Form 8-K filed March 12, 2006.
|
|
3.1 | * |
The
Company's Restated Certificate of Incorporation dated June 26, 2006,
included as Exhibit 3.1 in the Company's Quarterly Report on Form 10-Q for
the quarter ended
June
25, 2006.
|
|
3.2 | * |
The
Company's Bylaws as amended and restated effective July 23, 2008, included
as Exhibit 3.2 in the Company's Current Report on Form 8-K filed July 28,
2008.
|
|
10.1 | * |
Credit
Agreement dated June 27, 2006 by and among the Company, lenders party
thereto, Bank of America, N.A. as Administrative Agent, Swing Line Lender
and Letter of Credit Issuer, JPMorgan Chase Bank as Syndication Agent and
Banc of America Securities LLC and JPMorgan Securities Inc. as Joint Lead
Arrangers and Joint Book Managers, included as Exhibit 10.2 in the
Company's Quarterly Report on Form 10-Q filed for the quarter ending on
June 25, 2006.
|
|
10.2 | * |
Amendment
No. 1 to Credit Agreement dated March 28, 2007 by and between The
McClatchy Company and Bank of America, N.A., as Administrative Agent,
included as Exhibit 99.1 in the Company's Current Report on Form 8-K filed
April 2, 2007.
|
|
10.3 | * |
Amendment
No. 2 to Credit Agreement dated July 30, 2007 by and between The McClatchy
Company and Bank of America, N.A., as Administrative Agent, included as
Exhibit 10.1 in the Company's Current Report on Form 8-K filed July 31,
2007.
|
|
10.4 | * |
Amendment
No. 3 to Credit Agreement dated March 28, 2008 by and between The
McClatchy Company and Bank of America, N.A., as Administrative Agent,
included as Exhibit 10.1 in the Company’s Current Report on Form 8-K filed
March 31, 2008.
|
|
10.5 | * |
Amendment
No. 4 to Credit Agreement dated as of September 26, 2008 by and among The
McClatchy Company, the lenders under its Credit Agreement dated June 27,
2006, and amended on March 28, 2007, July 19, 2007, and March 28, 2008
(the “Credit Agreement”) by and among The McClatchy Company, Bank of
America, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer,
JPMorgan Chase Bank, N.A., as Syndication Agent, and other lenders thereto
and Bank of America, N.A., as Administrative Agent, included as Exhibit
10.1 to the Company’s Current Report on Form 8-K filed on September 30,
2008.
|
|
10.6 | * |
Amended
and Restated Guaranty dated as of September 26, 2008 executed by certain
subsidiaries of The McClatchy Company in favor of the lenders under the
Credit Agreement, included as Exhibit 10.3 to the Company’s Current Report
on Form 8-K filed on September 30, 2008.
|
|
10.7 | * |
Security
Agreement dated as of September 26, 2008 executed by The McClatchy Company
and certain of its subsidiaries in favor of Bank of America, N.A., as
Administrative Agent, included as Exhibit 10.2 to the Company’s Current
Report on Form 8-K filed on September 30, 2008.
|
|
10.8 | * |
Second
Supplemental Indenture dated June 27, 2006, between the Company and
Knight-Ridder, Inc. included as Exhibit 10.3 in the Company's Current
Report on Form 10-Q filed for the quarter ending on June 25,
2006.
|
|
10.9 | * |
Fourth
Supplemental Indenture dated June 27, 2006, between the Company and
Knight-Ridder, Inc. included as Exhibit 10.4 in the Company's Quarterly
Report on Form 10-Q filed for the quarter ending on June 25,
2006.
|
Exhibit
|
Description
|
||
10.10 | * |
Stock
Purchase Agreement by and between The McClatchy Company and Snowboard
Acquisition Corporation, dated December 26, 2006, included as Exhibit 2.1
to the Company's Current Report on Form 8-K filed December 26,
2006.
|
|
10.11 | * |
Contract
for Purchase and Sale of Real Property by and between The Miami Herald
Publishing Company and Richmond, Inc. and Knight Ridder, Inc. and
Citisquare Group, LLC, dated March 3, 2005, included as Exhibit 10.23 in
the Company's Quarterly Report on Form 10-Q filed for the quarter ending
July 1, 2007.
|
|
10.12 | * |
Amendment
to Contract for Purchase and Sale of Real Property by and between The
Miami Herald Publishing Company and Richmond, Inc. and Knight Ridder, Inc.
and Citisquare Group, LLC, dated March 3, 2005, included as Exhibit 10.24
in the Company's Quarterly Report on Form 10-Q filed for the quarter
ending July 1, 2007.
|
|
10.13
|
* |
Third
Amendment to Contract for Purchase and Sale of Real Property dated as of
December 30, 2008, by and between The McClatchy Company, a Delaware
corporation, Richwood, Inc., a Florida corporation, and Citisquare Group,
LLC, a Florida limited liability company included as Exhibit 10.1 in the
Company’s Current Report on Form 8-K filed on January 5,
2009.
|
|
**10.14 |
*
|
The
McClatchy Company Management by Objective Plan Description included as
Exhibit 10.4 in the Company's Report filed on Form 10-K for the Year
ending December 30, 2000.
|
|
**10.15 | * |
The
Company’s Amended and Restated CEO Bonus Plan, included as Exhibit 10.27
in the Company’s Quarterly Report on Form 10-Q for the quarter ending June
29, 2008.
|
|
**10.16 | * |
The
Company’s Amended and Restated Long-Term Incentive Plan included as
Exhibit 99.1 to the Company’s Current Report on Form 8-K filed May 23,
2005.
|
|
**10.17 | * |
Amendment
No. 1 to the Company’s Amended and Restated Long-Term Incentive Plan,
included as Exhibit 10.26 in the Company’s Quarterly Report on Form 10-Q
for the quarter ending June 29, 2008.
|
|
**10.18 | * |
Amended
and Restated Supplemental Executive Retirement Plan included as Exhibit
10.4 to the Company's 2002 Report on Form 10-K.
|
|
**10.19 | * |
Amendment Number 1
to The McClatchy Company Supplemental Executive Retirement Plan included
as Exhibit 10.1 on the Company’s Current Report on Form 8-K filed on
February 10, 2009.
|
|
**10.20 | * |
The
Company's Amended and Restated 1990 Directors' Stock Option Plan dated
February 1, 1998 included as Exhibit 10.12 to the Company's 1997 Report on
Form 10-K.
|
|
**10.21 | * |
Amended
and Restated 1994 Stock Option Plan included as Exhibit 10.15 to the
Company's Quarterly Report on Form 10-Q filed for the Quarter Ending on
July 1, 2001.
|
|
**10.22 | * |
Form
of Chief Executive Stock Appreciation Rights Agreement related to the
Company's 2004 Stock Incentive Plan included as Exhibit 10.25 in the
Company’s 2007 Report on Form 10-K.
|
|
**10.23 | * |
The
Company’s 2004 Stock Incentive Plan, as amended and restated included as
Exhibit 10.25 in the Company’s Quarterly Report on Form 10-Q filed for the
quarter ending June 29, 2008.
|
|
**10.24 | * |
Form
of 2004 Stock Incentive Plan Nonqualified Stock Option Agreement included
as Exhibit 99.1 to the Company's Current Report on Form 8-K filed December
16, 2004.
|
Exhibit
|
Description
|
||
**10.25 | * |
Form
of Restricted Stock Agreement related to the Company's 2004 Stock
Incentive Plan, included as Exhibit 99.1 to the Company's Current Report
on Form 8-K dated January 28, 2005.
|
|
**10.26 | * |
Amended
and Restated Employment Agreement between the Company and Gary B. Pruitt
dated October 22, 2003, included as Exhibit 10.10 to the Company's 2003
Form 10-K.
|
|
**10.27 | * |
Second
Amendment to Amended and Restated Employee Agreement for Mr. Pruitt
included as Exhibit 10.2 on the Company’s Current Report on Form 8-K filed
on February 10, 2009.
|
|
**10.28 | * |
Form
of Indemnification Agreement between the Company and each of its officers
and directors, included as Exhibit 99.1 to the Company's Current Report on
Form 8-K filed on May 23, 2005.
|
|
**10.29 | * |
Amended
and Restated 1997 Stock Option Plan included as Exhibit 10.7 to the
Company's 2002 Report on Form 10-K.
|
|
**10.30 | * |
Amendment
1 to The McClatchy Company 1997 Stock Option Plan dated January 23, 2007
included as Exhibit 10.16 to the Company's 2006 Report on Form
10-K.
|
|
**10.31 | * |
The
Company's Amended and Restated 2001 Director Stock Option Plan, included
as Exhibit 10.13 to the Company's 2005 Report on Form
10-K.
|
|
**10.32 | * |
Amendment
1 to The McClatchy Company 2001 Director Option Plan dated January 23,
2007 included as Exhibit 10.18 to the Company’s 2006 Report on Form
10-K.
|
|
**10.33 | * |
The
Company’s Amended and Restated Employee Stock Purchase Plan, included as
Exhibit 10.28 in the Company’s Quarterly Report on Form 10-Q for the
quarter ending June 29, 2008.
|
|
**10.34 | * |
The
McClatchy Company Benefit Restoration Plan included as Exhibit 10.3 on the
Company’s Current Report on Form 8-K filed on February 10,
2009.
|
|
**10.35 | * |
The
McClatchy Company Bonus Recognition Plan included as Exhibit 10.4 on the
Company’s Current Report on Form 8-K filed on February 10,
2009.
|
|
31.1 |
Certification
of the Chief Executive Officer of The McClatchy Company pursuant to Rule
13a-14(a) under the Exchange Act.
|
||
31.2 |
Certification
of the Chief Financial Officer of The McClatchy Company pursuant to Rule
13a-14(a) under the Exchange Act.
|
||
32.1 |
Certification
of the Chief Executive Officer of The McClatchy Company pursuant to 18
U.S.C. Section 1350.
|
||
32.2 |
Certification
of the Chief Financial Officer of The McClatchy Company pursuant to 18
U.S.C. Section 1350.
|
||
* |
Incorporated
by reference
|
||
** |
Compensation
plans or arrangements for the Company's executive officers and
directors
|