-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, LhvPOvFQrr0uaxQcU6gXmLLXgvikhi+VMb9+sQCpp28RRbkbeiS2l0/oNWGQQSxE aDyyt94J7bWFTO1KlerISw== 0000950112-96-001299.txt : 19960502 0000950112-96-001299.hdr.sgml : 19960502 ACCESSION NUMBER: 0000950112-96-001299 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19960331 FILED AS OF DATE: 19960501 SROS: AMEX FILER: COMPANY DATA: COMPANY CONFORMED NAME: NEW YORK TIMES CO CENTRAL INDEX KEY: 0000071691 STANDARD INDUSTRIAL CLASSIFICATION: NEWSPAPERS: PUBLISHING OR PUBLISHING & PRINTING [2711] IRS NUMBER: 131102020 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 001-05837 FILM NUMBER: 96554944 BUSINESS ADDRESS: STREET 1: 229 W 43RD ST CITY: NEW YORK STATE: NY ZIP: 10036 BUSINESS PHONE: 2125561234 MAIL ADDRESS: STREET 1: 229 W 43RD STREET CITY: NEW YORK STATE: NY ZIP: 10036 10-Q 1 THE NEW YORK TIMES COMPANY FORM 10-Q SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 QUARTERLY REPORT UNDER SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. For Quarter Ended March 31, 1996 -------------------- Commission file number 1-5837 -------------------- THE NEW YORK TIMES COMPANY -------------------------- (Exact name of registrant as specified in its charter) NEW YORK 13-1102020 - ---------------------- ---------------- (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 229 WEST 43RD STREET, NEW YORK, NEW YORK ---------------------------------------- (Address of principal executive offices) 10036 ----------- (Zip Code) Registrant's telephone number, including area code 212-556-1234 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, and (2) has been subject to such filing requirements for the past 90 days. Yes X ____ No ____ . Number of shares of each class of the registrant's common stock outstanding as of April 26, 1996 (exclusive of treasury shares): Class A Common Stock 97,305,913 shares Class B Common Stock 428,316 shares
PART I. FINANCIAL INFORMATION Item 1. Financial Statements THE NEW YORK TIMES COMPANY -------------------------- CONDENSED CONSOLIDATED STATEMENTS OF INCOME ------------------------------------------- (Unaudited) (Dollars and shares in thousands, except per share data) For the Quarter Ended ---------------------------------------- March 31, March 31, 1996 1995 ---------------------------------------- (13 Weeks) Revenues Advertising.................................... $429,644 $401,151 Circulation.................................... 147,147 129,741 Other.......................................... 45,694 40,151 -------------- ------------- Total....................................... 622,485 571,043 -------------- ------------- Production Costs Raw Materials.................................. 105,879 79,991 Wages and Benefits............................. 136,834 131,379 Other.......................................... 99,715 96,188 -------------- ------------- Total....................................... 342,428 307,558 Selling, General and Administrative Expenses...... 219,434 205,922 -------------- ------------- Total....................................... 561,862 513,480 -------------- ------------- Operating Profit.................................. 60,623 57,563 Income from Joint Ventures........................ 4,682 2,076 Interest Expense, Net of Interest Income.......... 6,438 7,344 -------------- ------------- Income Before Income Taxes........................ 58,867 52,295 Income Taxes...................................... 26,153 24,936 -------------- ------------- Net Income........................................ $ 32,714 $ 27,359 ============== ============= Average Number of Common Shares Outstanding....... 97,653 97,826 Per Share of Common Stock Net Income...................................... $.33 $.28 Cash Dividends.................................. .14 .14 See notes to condensed consolidated financial statements.
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THE NEW YORK TIMES COMPANY -------------------------- CONDENSED CONSOLIDATED BALANCE SHEETS ------------------------------------- (Dollars in thousands) March 31, December 31, 1996 1995 --------------------------------------- ASSETS (Unaudited) - ------ Current Assets - -------------- Cash and short-term investments..................... $ 55,481 $ 91,442 Accounts receivable-net............................. 296,004 277,974 Inventories Newsprint and magazine paper..................... 40,068 36,965 Work-in-process, etc............................. 6,067 5,879 ----------------- ----------------- Total inventories............................. 46,135 42,844 Other current assets................................ 56,227 47,394 ----------------- ----------------- Total current assets.......................... 453,847 459,654 ----------------- ----------------- Other Assets - ------------ Investment in joint ventures........................ 129,571 129,206 Property, plant and equipment (less accumulated depreciation of $766,188,000 in 1996 and $740,864,000 in 1995)............................ 1,291,116 1,276,066 Intangible assets acquired Cost in excess of net assets acquired (less accumulated amortization of $203,678,000 in 1996 and $195,079,000 in 1995)................ 1,180,009 1,188,608 Other intangible assets acquired (less accumulated amortization of $14,075,000 in 1996 and $12,410,000 in 1995)................. 205,189 206,236 Miscellaneous assets................................ 117,785 116,960 ----------------- ----------------- TOTAL ASSETS.................................. $3,377,517 $3,376,730 ================= ================= See notes to condensed consolidated financial statements.
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THE NEW YORK TIMES COMPANY -------------------------- CONDENSED CONSOLIDATED BALANCE SHEETS ------------------------------------- (Dollars in thousands) March 31, December 31, 1996 1995 --------------------------------------- LIABILITIES AND STOCKHOLDERS' EQUITY (Unaudited) - ------------------------------------ Current Liabilities - ------------------- Accounts payable................................. $ 130,653 $ 156,722 Accrued payroll.................................. 68,593 74,560 Accrued expenses................................. 201,659 200,576 Unexpired subscriptions.......................... 89,527 81,919 Current portion of capital lease obligations..... 3,256 3,139 ------------------ ----------------- Total current liabilities..................... 493,688 516,916 ------------------ ----------------- Other Liabilities - ----------------- Long-term debt................................... 589,314 589,193 Capital lease obligations........................ 48,335 48,680 Deferred income taxes............................ 157,794 168,715 Other............................................ 456,589 441,124 ------------------ ----------------- Total other liabilities....................... 1,252,032 1,247,712 ------------------ ----------------- Stockholders' Equity - -------------------- Capital shares................................... 12,729 12,705 Additional capital............................... 623,699 618,570 Earnings reinvested in the business.............. 1,281,041 1,262,022 Common stock held in treasury, at cost........... (285,672) (281,195) ------------------ ----------------- Total stockholders' equity.................... 1,631,797 1,612,102 ------------------ ----------------- TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY.... $3,377,517 $3,376,730 ================== ================= See notes to condensed consolidated financial statements.
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THE NEW YORK TIMES COMPANY -------------------------- CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS ---------------------------------------------- (Unaudited) (Dollars in thousands) For the Quarter Ended ----------------------------------- March 31, March 31, 1996 1995 ----------------------------------- (13 Weeks) OPERATING ACTIVITIES: - --------------------- Net cash provided by operating activities........................... $ 26,885 $ 69,373 ------------ ------------ INVESTING ACTIVITIES: - --------------------- Purchases of marketable securities.................................. - (39,370) Additions to property, plant and equipment.......................... (46,651) (35,713) Other-net........................................................... (705) (4,439) ------------ ------------ Net cash (used in) investing activities............................. (47,356) (79,522) ------------ ------------ FINANCING ACTIVITIES: - -------------------- Long-term obligations Increase........................................................ - 400,000 Reduction....................................................... (820) (212,556) Capital Shares Issuance........................................................ 141 185 Repurchase...................................................... - (18,569) Dividends paid to stockholders...................................... (13,695) (13,690) Other-net........................................................... (1,116) (11,860) ------------ ------------ Net cash (used in) provided by financing activities................. (15,490) 143,510 ------------ ------------ (Decrease)/increase in Cash and short-term investments.............. (35,961) 133,361 Cash and short-term investments at the beginning of the year........ 91,442 41,419 ------------ ------------ Cash and short-term investments at the end of the quarter........... $ 55,481 $174,780 ============ ============ See notes to condensed consolidated financial statements.
5 THE NEW YORK TIMES COMPANY -------------------------- NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS ---------------------------------------------------- (Unaudited) ----------- 1. GENERAL a. The accompanying Notes to Condensed Consolidated Financial Statements should be read in conjunction with the Notes to Consolidated Financial Statements included in the annual report on Form 10-K for the year ended December 31, 1995 for The New York Times Company ("the Company") filed with the Securities and Exchange Commission. In the opinion of management, all adjustments necessary for a fair presentation of the results of operations for the interim period have been included. Because of the seasonal nature of the business, results for the interim periods are not necessarily indicative of a full year's operations. b. Earnings per share is computed after preference dividends and is based on the weighted average number of Class A and Class B common shares outstanding during the period. The dilutive effect of the Company's common stock equivalents (shares under option) was insignificant or anti-dilutive, thus, fully-diluted earnings per share is not presented. c. Certain reclassifications have been made to the 1995 Condensed Consolidated Financial Statements to conform with classifications used at March 31, 1996. 2. INCOME TAXES The reasons for the variances between the effective tax rate on income before income taxes and the federal statutory rate are as follows:
------------------------------------------------------------------------------------------- March 31, March 31, ------------------------------------------------------------------------------------------- For the Thirteen Weeks Ended 1996 1995 ------------------------------------------------------------------------------------------- % of % of (Dollars in thousands) Amount Pretax Amount Pretax ------------------------------------------------------------------------------------------- Pretax income.............................. $58,867 100.0% $52,295 100.0% =============================================== Tax at federal statutory rate.............. $20,603 35.0% $18,303 35.0% State and local taxes, net of federal benefits................................... 3,682 6.2% 3,653 7.0% Amortization of nondeductible intangible assets acquired........................... 2,110 3.6% 2,970 5.7% Foreign income............................. (960) (1.6%) (306) (0.6%) Other net.................................. 718 1.2% 316 0.6% ----------------------------------------------- Income Taxes............................... $26,153 44.4% $24,936 47.7% ===============================================
The principal reasons for the variance between the effective tax rate on income before income taxes and the federal statutory rate are state and local taxes and the amortization of certain acquired intangible assets. 6 3. STAFF REDUCTIONS In the 1996 first quarter, the Company recorded approximately $1,200,000 of pretax charges relating to additional staff reductions primarily at The Times. In 1995, the Company recorded pretax charges of approximately $10,100,000, or $.06 per share, for workforce reductions at The Times, The Globe and corporate headquarters. In 1993, the Company recorded pretax charges of $35,400,000 or $.23 per share, for severance and related costs for staff reductions at The Times. At March 31, 1996 and December 31, 1995, approximately $12,800,000 and $17,472,000, respectively, were included in accrued expenses on the accompanying Condensed Consolidated Balance Sheets, which represent the unpaid balance of these pretax charges. The Company has committed the remaining funds. The remaining cash outflows associated with these charges are expected to occur over the next three years due to the timing of certain union pension and welfare fund contributions. 4. ACQUISITION/DISPOSITIONS In June 1995, the Company acquired WTKR-TV in Norfolk, Virginia. The acquisition was accounted for as a purchase. The aggregate net cost of the acquisition was $71,214,000 which was paid in cash. The purchase resulted in increases in other intangible assets of approximately $57,705,000 (which consist of a network affiliation agreement, FCC licenses and other intangible assets); property, plant and equipment of $13,841,000, and other assets of $1,064,000. Net liabilities assumed as a result of the transaction totaled approximately $1,396,000. This acquisition will not have a material impact on the future operations of the Company. In the third quarter of 1995, the Company completed the sales of six small regional newspapers. The sales resulted in a net pretax gain of approximately $11,300,000 ($5,000,000 after taxes, or $.05 per share). In addition, the Company sold a small regional newspaper in the second quarter of 1995. The sale did not have a material effect on the Company's consolidated financial statements. These dispositions will not have a material impact on the future operations of the Company. The first quarter of 1996 includes the results of WTKR-TV and does not include any operations from the small regional newspapers which were sold in 1995. 7 Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS ------------------------------------ Advertising and circulation revenues accounted for approximately 69 percent and 24 percent, respectively, of the Company's revenues in the first quarter of 1996. Advertising revenues influence the pattern of the Company's consolidated revenues because they are seasonal in nature. Traditionally, second-quarter and fourth-quarter advertising volume is higher than that which occurs in the first and third quarters. Advertising volume tends to be less in these quarters because economic activity is lower in the post-holiday season and the summer period. Quarterly trends are also affected by the overall economy and economic conditions that may exist in specific markets served by each of the Company's business segments. The cost of raw materials for the Company and the entire publishing industry was adversely affected by the significant increases in newsprint and magazine paper prices throughout 1995. The unfavorable impact of these increases is expected to continue during 1996. However, paper prices are not expected to increase in 1996. Beginning with the 1996 first quarter, equity ownership interests in investments of between 20 percent and 50 percent held by the Company are reported on a pretax basis. These equity ownership interests include investments in two paper mills, the International Herald Tribune, S.A. ("IHT") and a new venture. The 1995 amounts have been reclassified to conform with this presentation. Results of Operations - First Quarter of 1996 - --------------------------------------------- Compared with First Quarter of 1995 - ----------------------------------- The 1996 first-quarter net income was $32.7 million, or $.33 per share, compared with net income of $27.4 million, or $.28 per share, in 1995. The higher 1996 net income was principally due to improved operations in the Newspaper Group, and higher earnings from the Company's investment in paper mills. Revenues for the 1996 first quarter were $622.5 million compared with $571.0 million in the 1995 quarter, an increase of 9.0 percent. On a comparable basis, adjusted for acquisitions/dispositions of certain properties, 1996 first-quarter revenues increased by approximately 9.2 percent over 1995. Operating profit rose to $60.6 million for the first quarter of 1996 from the operating profit of $57.6 million in 1995. The improvement in operating profit in the Newspaper Group was partially offset by incremental Corporate expenses associated with the Company's reengineering program and a decrease in operating profit at the Magazine Group. For the first quarter of 1996, earnings before interest, income taxes, depreciation and amortization ("EBITDA") rose to $100.9 million from $93.5 million in the 1995 quarter. Depreciation and amortization expense was $35.6 million in the first quarter of 1996 compared with $33.9 million in 1995. Costs and expenses for the Company increased to $561.9 million in the first quarter of 1996 from $513.5 million in 1995 due primarily to higher paper costs and higher wages and benefits costs. Income from Joint Ventures, which includes investments in two paper mills, IHT and a new venture, increased to $4.7 million for the first quarter of 1996 from $2.1 million in 1995. The increase was primarily a result of higher selling prices for paper at the mills in which the Company has investments. 8 Interest expense, net of interest income, declined to $6.4 million in the first quarter of 1996 from $7.3 million last year. The decline was due principally to a higher level of capitalized interest in connection with facilities under construction. The 1996 and 1995 first-quarter effective tax rates, were 44.4 and 47.7 percent, respectively. The variance was due principally to a decrease in the amortization of nondeductible intangible assets. Segment Information - -------------------
- --------------------------------------------------------------------------------------------- For the Quarter Ended ------------------------------ March 31, March 31, (Dollars in thousands) 1996 1995 - --------------------------------------------------------------------------------------------- (13 Weeks) REVENUES - -------- Newspapers................................................. $560,320 $512,972 Magazines.................................................. 40,713 40,902 Broadcasting............................................... 21,452 17,169 ------------------------------ Total.................................................... $622,485 $571,043 ============================== OPERATING PROFIT (LOSS) - ----------------------- Newspapers................................................. $ 61,146 $ 50,856 Magazines.................................................. 7,070 10,199 Broadcasting............................................... 3,384 2,744 Unallocated Corporate Expenses............................. (10,977) (6,236) ------------------------------ Total.................................................... $ 60,623 $ 57,563 ============================== DEPRECIATION AND AMORTIZATION - ----------------------------- Newspapers................................................. $33,724 $33,352 Magazines.................................................. (1,871) (1,915) Broadcasting............................................... 3,285 2,173 Corporate.................................................. 345 197 Joint Ventures............................................. 97 95 ------------------------------ Total................................................... $35,580 $33,902 ==============================
9 A discussion of the operating results of the Company's segments follows: NEWSPAPER GROUP: The Newspaper Group consists of The New York Times ("The Times"), The Boston Globe ("The Globe"), 21 Regional Newspapers, newspaper wholesalers, and Information Services (which includes a news service, a features syndicate and TimesFax and licensing operations of The New York Times databases and microfilm). The New Ventures category consists of new projects developed in electronic media by The Times and The Globe as well as various new media investments such as Video News International. --------------------------------------------------------- For the Quarter Ended ---------------------------- March 31, March 31, (Dollars in thousands) 1996 1995 --------------------------------------------------------- (13 Weeks) REVENUES Newspapers $558,433 $512,972 New Ventures 1,887 - --------------------------------------------------------- Total Revenues $560,320 $512,972 --------------------------------------------------------- EBITDA Newspapers $ 96,991 $ 84,311 New Ventures (2,121) (103) --------------------------------------------------------- Total EBITDA $ 94,870 $ 84,208 --------------------------------------------------------- OPERATING PROFIT (LOSS) Newspapers $ 63,539 $ 50,959 New Ventures (2,393) (103) --------------------------------------------------------- Total Operating Profit $ 61,146 $ 50,856 --------------------------------------------------------- First-quarter 1996 operating profit rose to $61.1 million from $50.9 million in the 1995 first quarter. Revenues were $560.3 million in the 1996 first quarter, compared with $513.0 million in 1995. The 9.2 percent increase in the Group's revenues was due primarily to higher advertising and circulation revenues as a result of higher rates offset by the softness in advertising volume and circulation. Operating profit improved despite a 45 percent increase in the price of newsprint over the comparable 1995 period. Average circulation for the six months ended March 31, 1996, as reported to the Audit Bureau of Circulations ("ABC") on a comparable basis was as follows: -------------------------------------------------------------------------- Weekday Sunday -------------------------------------------------------------------------- (Copies in thousands) 1996 % Change 1996 % Change -------------------------------------------------------------------------- AVERAGE ABC CIRCULATION FOR THE SIX MONTHS ENDED 3/31/96 The New York Times 1,157.7 -1.1 1,746.7 -1.3 The Boston Globe 486.4 -2.8 777.9 -1.0 Regional Newspapers 758.3 -4.3 817.8 -2.8 -------------------------------------------------------------------------- The average circulation decline is partly attributable to the increase in newsstand and home delivery prices and a decrease in distribution to selected outlying areas. 10 Advertising volume on a comparable basis for the quarter was as follows: --------------------------------------------------------------- For the Quarter Ended March 31, ---------------------- (Inches in thousands) 1996 % Change --------------------------------------------------------------- ADVERTISING VOLUME (EXCLUDING PREPRINTS) The New York Times 908.5 -4.4 The Boston Globe 684.6 -2.4 Regional Newspapers 3,690.8 -1.6 --------------------------------------------------------------- Advertising volume at The Times for the first quarter of 1996 decreased 4.4 percent from the 1995 first quarter. The retail, classified and zoned advertising categories showed decreases of 10.2 percent, 9.1 percent and 5.1 percent, respectively, while the national advertising category was up 3.4 percent. At The Globe, advertising volume for the 1996 first quarter decreased 2.4 percent over the 1995 first quarter. Advertising was lower in retail and national categories by 8.5 percent and 8.2 percent, respectively, while zoned and classified categories increased 9.0 percent and 1.1 percent, respectively. Preprint distribution was down 12.9 percent. For the Regional Newspapers, advertising volume for the first quarter decreased 1.6 percent. Weak advertising in the retail category offset by improvement in classified accounted for the decrease. Preprint distribution decreased 1.0 percent. MAGAZINE GROUP: The Magazine Group is comprised of a number of publications, New Ventures such as computerized systems for golf tee time reservations and on-line magazine services, and related activities in the sports/leisure fields. --------------------------------------------------------- For the Quarter Ended ----------------------------- March 31, March 31, (Dollars in thousands) 1996 1995 --------------------------------------------------------- (13 Weeks) REVENUES Sports/Leisure Magazines $38,043 $38,402 Non-Compete 2,500 2,500 New Ventures 170 - --------------------------------------------------------- Total Revenues $40,713 $40,902 --------------------------------------------------------- EBITDA Sports/Leisure Magazines $ 6,368 $ 8,284 New Ventures (1,169) - --------------------------------------------------------- Total EBITDA $ 5,199 $ 8,284 --------------------------------------------------------- OPERATING PROFIT (LOSS) Sports/Leisure Magazines $ 5,888 $ 7,699 Non-Compete 2,500 2,500 New Ventures (1,318) - --------------------------------------------------------- Total Operating Profit $ 7,070 $10,199 --------------------------------------------------------- The Magazine Group's first-quarter operating profit was $7.1 million in 1996 compared with $10.2 million in 1995 on revenues of $40.7 million and $40.9 million, respectively. The decrease was primarily due to lower advertising revenues at Golf Digest and an increase in paper costs throughout the Group. 11 BROADCASTING GROUP: The Broadcasting Group consists of six network-affiliated television stations and two radio stations. ---------------------------------------------------- For the Quarter Ended --------------------------- March 31, March 31, (Dollars in thousands) 1996 1995 ---------------------------------------------------- (13 Weeks) Revenues $21,452 $17,169 ---------------------------------------------------- EBITDA $ 6,669 $ 4,917 ---------------------------------------------------- Operating Profit $ 3,384 $ 2,744 ---------------------------------------------------- The Broadcasting Group's first-quarter profit increased 23.3 percent as compared with the 1995 first quarter. Operating profit rose to $3.4 million in the 1996 first quarter from $2.7 million in 1995 on revenues of $21.5 million and $17.2 million, respectively. The revenue and operating profit increase was principally attributable to the operations of WTKR-TV, Norfolk, VA, which was acquired in June 1995. Liquidity and Capital Resources ------------------------------- Net cash provided by operating activities was $26.9 million in the 1996 first quarter compared with $69.4 million in 1995. Such cash, in addition to available cash balances, was primarily used to modernize facilities and equipment, pay dividends to stockholders and for working capital requirements. The ratio of current assets to current liabilities was .92 at March 31, 1996, and .89 at December 31, 1995, and long-term debt and capital lease obligations as a percentage of total capitalization was 28 percent at March 31, 1996, and at December 31, 1995. FINANCING: At March 31, 1996, approximately $12.8 million of payments remain from changes associated with staff reductions. The remaining cash outflows associated with these charges are expected to occur over the next three years as a result of the timing of certain union pension and welfare fund contributions. The Company does not anticipate that its ongoing business operations will be affected by this reduction of staff and expects to fund the amounts through internally-generated funds. CAPITAL EXPENDITURES: The Company is constructing a new production and distribution facility in College Point, New York for the production of The Times. The Company estimates that the cost of the new facility will be approximately $315.0 million, exclusive of capitalized interest currently projected to be $35.0 million. Construction began in August 1994 and completion is expected in the middle of 1997. The Company currently estimates that, inclusive of the College Point facility, capital expenditures for 1996 will range from $275.0 million to $300.0 million. The Company currently anticipates that depreciation and amortization will approximate $150.0 million to $160.0 million for 1996 compared with $138.9 million in 1995. The Company believes that cash generated from its operations and the availability of funds from external sources should be adequate to cover planned capital expenditures, dividend payments to stockholders and other cash requirements. Factors That Could Affect Operating Results ------------------------------------------- The following factors, among others, could cause the Company's consolidated results to differ materially from those expressed in any forward-looking statements made by, or on behalf of, the Company: a) newsprint and magazine paper prices that differ from levels anticipated by the Company; b) national and local economic conditions, which could influence the level of retail, national and classified advertising revenue and circulation revenue generated by the markets served by the Company's business segments, including, but not limited to, such conditions occurring in the New York City and Boston metropolitan regions; c) competition from other forms 12 of media available in the Company's respective markets, which could affect levels (rate and volume) of advertising and circulation generated by the markets served by the Company's business segments; d) labor disputes, which could affect the Company's ability to produce and deliver some of its products or could impair the efficiency of its operations; e) uncertainties resulting from the development of new products and services for new markets, which could affect the success of the Company's investment in such products and services; and f) the availability and prices of media properties, which could affect the Company's strategy of continuing to diversify into electronic media. The foregoing list of factors should not be construed as exhaustive or as any admission regarding the adequacy of disclosures made by the Company prior to the date hereof or the effectiveness of the Private Litigation Securities Reform Act of 1995. 13 PART II. OTHER INFORMATION Item 4. Submission of Matters to a Vote of Security-Holders --------------------------------------------------- (a) The Company's annual meeting of stockholders was held on April 16, 1996. (c) The following matters were voted on at the annual meeting: 1. The stockholders (with Class A and Class B stockholders voting separately) elected all of management's nominees for election as Class A Directors and Class B Directors. The results of the vote taken was as follows: For Withheld --- -------- Class A Directors: Louis V. Gerstner, Jr. 84,177,780 437,129 A. Leon Higginbotham, Jr. 84,201,753 413,156 Robert A. Lawrence 84,203,401 411,508 Charles H. Price II 84,190,718 424,191 Donald M. Stewart 84,208,436 406,473 Class B Directors: John F. Akers 418,958 0 Richard L. Gelb 418,958 0 Marian S. Heiskell 418,958 0 Ruth S. Holmberg 418,958 0 George B. Munroe 418,958 0 George L. Shinn 418,958 0 Arthur Ochs Sulzberger 418,958 0 Judith P. Sulzberger 418,958 0 William O. Taylor 418,958 0 Cyrus R. Vance 418,958 0 2. The stockholders (with Class A and Class B stockholders voting together) approved the amendment of the Company's 1991 Executive Cash Bonus Plan and the 1991 Executive Stock Incentive Plan. The result of the vote taken was as follows: For 55,865,924 Against 22,957,466 Abstain 1,164,668 Broker Non-Vote 5,045,809 Total Against, Abstain and Broker Non-Vote* 29,167,943 - ------------------------------------ * An abstention vote and a broker non-vote had the same effect as a vote against this matter. 14 3 The stockholders (with Class A and Class B stockholders voting together) ratified the selection, by the Audit Committee of the Board of Directors, of Deloitte & Touche LLP, independent certified public accountants, as auditors of the Company for the year ending December 31, 1996. The result of the vote taken was as follows: For 84,569,435 Against 245,312 Abstain 219,120 Broker Non-Vote 0 Total Against, Abstain and Broker Non-Vote* 464,432 Item 6. Exhibits and Reports on Form 8-K -------------------------------- (a) Exhibits 11. Statements re: Computation of earnings per share 27. Financial Data Schedule (b) Reports on Form 8-K No reports on Form 8-K have been filed during the period for which this report is filed. - ------------------------- * An abstention vote had the same effect as a vote against this matter. 15 SIGNATURES ---------- Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. THE NEW YORK TIMES COMPANY -------------------------- (Registrant) Date: May 1, 1996 /S/ Diane P. Baker -------------- ------------------------------ Diane P. Baker Senior Vice President and Chief Financial Officer (Principal Financial Officer) 16 Exhibit Index to Quarterly Report Form 10-Q ------------------------------------------- Quarter Ended March 31, 1996 ---------------------------- Exhibit No. Exhibit - ----------- ------- 11 Statements of Computation of Simple, Primary and Fully-Diluted Net Income Per Share 27 Financial Data Schedule 17 EX-11 2 EXHIBIT 11 THE NEW YORK TIMES COMPANY STATEMENTS OF COMPUTATION OF PRIMARY AND FULLY-DILUTED NET INCOME PER SHARE (Dollars and shares in thousands, except per share data) ----------------------- QUARTER ENDED MARCH 31, ----------------------- 1996 1995 ---- ---- PRIMARY* - ------ Average shares outstanding 97,653 97,826 ======== ========== Net Income $ 32,714 $ 27,359 Less cumulative preference stock dividends (24) (24) --------- ------------ Total $ 32,690 $ 27,335 ========= ============ Primary earnings per share $ 0.33 $ 0.28 ========= ============ FULLY DILUTED - ------------- Average shares outstanding 97,653 97,826 Net effect of dilutive stock options, retirement units and put options (based on the treasury stock method using the quarter-end market price which is higher than the average market price) 1,527 599 ========= =========== Total fully-diluted average shares outstanding 99,180 98,425 ========= =========== Net Income $ 32,714 $ 27,359 Less cumulative preference stock dividends (24) (24) ========= =========== Total $ 32,690 $ 27,335 ========= =========== Fully-diluted earnings per share $ 0.33 $ 0.28 ========= =========== - ----------------- * Common stock equivalents are excluded from primary earnings per share because their impact on earnings is less that three percent in the aggregate. EX-27 3
5 1,000 3-MOS DEC-29-1996 MAR-31-1996 55,481 0 323,466 27,462 46,135 453,847 2,057,304 766,188 3,377,517 493,688 0 0 1,753 10,976 1,619,068 3,377,517 0 622,485 0 342,428 0 0 6,438 58,867 26,153 32,714 0 0 0 32,714 0.33 0.33
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