-----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, UYF0kuG+vLTX54EhfQ/bLNJrZj72JPn+b+x9p7yjA+PnTahTxrBQgrVtVAa6LcUF Kuwije9wk11Z009mboKqhg== 0001005477-02-002058.txt : 20020510 0001005477-02-002058.hdr.sgml : 20020510 ACCESSION NUMBER: 0001005477-02-002058 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20020331 FILED AS OF DATE: 20020510 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: 02641331 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 d02-37197.txt FORM 10-Q FORM 10-Q UNITED STATES SECURITIES 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, 2002 ------------------------- 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 May 3, 2002 (exclusive of treasury shares): Class A Common Stock 150,667,688 shares Class B Common Stock 847,020 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 QUARTERS ENDED ---------------------- MARCH 31, APRIL 1, 2002 2001 --------------------- Revenues Advertising ......................................... $ 488,647 $ 544,290 Circulation ......................................... 201,255 185,013 Other ............................................... 47,195 48,849 --------- --------- Total ............................................ 737,097 778,152 --------- --------- Production costs Raw materials ....................................... 68,684 85,079 Wages and benefits .................................. 153,963 153,152 Other ............................................... 106,716 110,919 --------- --------- Total ............................................ 329,363 349,150 Selling, general and administrative expenses ............ 309,203 314,518 --------- --------- Total ........................................ 638,566 663,668 --------- --------- Operating profit ........................................ 98,531 114,484 Income from joint ventures .............................. 69 892 Interest expense - net .................................. 10,555 14,791 Income from non-compete agreement ....................... 1,250 1,250 --------- --------- Income from continuing operations before income taxes ... 89,295 101,835 Income taxes ............................................ 34,825 41,753 --------- --------- Income from continuing operations ....................... 54,470 60,082 Income from operations of discontinued Magazine Group, net of income taxes ................................. -- 1,192 --------- --------- Net Income .............................................. $ 54,470 $ 61,274 ========= ========= Average Number of Common Shares Basic .............................................. 151,104 161,889 Diluted ............................................ 154,249 165,109 Basic Earnings Per Share Income from continuing operations .................. $ 0.36 $ 0.37 Discontinued operations, net of income taxes ....... -- 0.01 --------- --------- Net Income ......................................... $ 0.36 $ 0.38 ========= ========= Diluted Earnings Per Share Income from continuing operations ................... $ 0.35 $ 0.36 Discontinued operations, net of income taxes ........ -- 0.01 --------- --------- Net Income .......................................... $ 0.35 $ 0.37 ========= ========= Dividends per share ..................................... $ 0.125 $ 0.115 ========= =========
See Notes to Condensed Consolidated Financial Statements. 2 THE NEW YORK TIMES COMPANY CONDENSED CONSOLIDATED BALANCE SHEETS (Dollars in thousands)
MARCH 31, DECEMBER 30, 2002 2001 ------------ ------------ ASSETS (Unaudited) CURRENT ASSETS Cash and cash equivalents ............................ $ 71,293 $ 51,952 Accounts receivable-net .............................. 277,895 318,529 Inventories Newsprint and magazine paper ...................... 25,083 28,442 Work-in-process and other ......................... 3,266 3,197 ------------ ------------ Total inventories ............................. 28,349 31,639 Deferred income taxes ................................ 78,737 78,737 Other current assets ................................. 48,146 79,033 ------------ ------------ Total current assets .......................... 504,420 559,890 OTHER ASSETS Investments in joint ventures ........................ 161,831 86,811 Property, plant and equipment (less accumulated depreciation and amortization of $1,158,010 in 2002 and $1,149,414 in 2001) ........................... 1,157,767 1,166,863 Intangible assets acquired Cost in excess of net assets acquired (less accumulated amortization of $332,308 in 2002 and $332,308 in 2001) ..................... 1,017,766 1,017,766 Other intangible assets acquired (less accumulated amortization of $141,138 in 2002 and $136,848 in 2001) ..................... 388,183 392,473 Miscellaneous assets ................................. 217,918 214,881 ------------ ------------ TOTAL ASSETS ............................................. $ 3,447,885 $ 3,438,684 ============ ============
See Notes to Condensed Consolidated Financial Statements. 3 THE NEW YORK TIMES COMPANY CONDENSED CONSOLIDATED BALANCE SHEETS (Dollars in thousands)
MARCH 31, DECEMBER 30, 2002 2001 ------------ ------------ LIABILITIES AND STOCKHOLDERS' EQUITY (Unaudited) CURRENT LIABILITIES Commercial paper outstanding ............................................. $ 382,230 $ 158,300 Accounts payable ......................................................... 156,895 170,950 Accrued payroll and other related liabilities ............................ 83,616 81,299 Accrued expenses ......................................................... 134,763 160,867 Accrued income taxes ..................................................... 9,699 225,220 Unexpired subscriptions .................................................. 68,423 61,706 Current portion of long-term debt and capital lease obligations ............................................. 2,258 2,534 ------------ ------------ Total current liabilities ............................................. 837,884 860,876 ------------ ------------ OTHER LIABILITIES Long-term debt ........................................................... 516,575 517,094 Capital lease obligations ................................................ 81,512 81,609 Deferred income taxes .................................................... 65,143 64,748 Other .................................................................... 772,036 764,704 ------------ ------------ Total other liabilities ............................................... 1,435,266 1,428,155 ------------ ------------ Total liabilities ..................................................... 2,273,150 2,289,031 ------------ ------------ STOCKHOLDERS' EQUITY Capital stock of $.10 par value Class A - authorized 300,000,000 shares; issued: 2002 - 156,481,930; 2001 - 155,609,044 (including treasury shares: 2002 - 5,958,694; 2001 - 5,000,000) ................................................... 15,648 15,561 Class B - convertible - authorized 847,020 shares; issued: 2002 - 847,020; 2001 - 847,020 .................................... 85 85 Additional paid-in capital ............................................... 29,812 -- Deferred compensation on issuance of restricted Class A common stock ................................................ (2,761) (2,951) Accumulated other comprehensive loss ..................................... (8,267) (8,823) Retained earnings ........................................................ 1,389,913 1,354,173 Common stock held in treasury, at cost ................................... (249,695) (208,392) ------------ ------------ Total stockholders' equity ............................................ 1,174,735 1,149,653 ------------ ------------ TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY ................................... $ 3,447,885 $ 3,438,684 ============ ============
See Notes to Condensed Consolidated Financial Statements. 4 THE NEW YORK TIMES COMPANY CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOW (Unaudited) (Dollars in thousands)
FOR THE QUARTERS ENDED ---------------------- MARCH 31, APRIL 1, 2002 2001 ---------------------- OPERATING ACTIVITIES Net cash (used in)/provided by operating activities .. $ (65,194) $ 111,980 --------- --------- INVESTING ACTIVITIES Additions to property, plant and equipment ........... (26,103) (22,806) Investment in joint venture .......................... (74,560) -- Other-net ............................................ (2,916) 2,927 --------- --------- Net cash used in investing activities ................ (103,579) (19,879) --------- --------- FINANCING ACTIVITIES Commercial paper borrowings .......................... 223,931 54,549 Redemption of subsidiary stock ....................... -- (25,000) Long-term debt Proceeds ........................................ -- 538 Payments ........................................ (835) (338) Capital shares Issuances ....................................... 23,664 33,288 Repurchases ..................................... (41,724) (143,742) Dividends paid to stockholders ....................... (18,730) (18,624) Other financing proceeds ............................. 1,808 -- --------- --------- Net cash provided by/(used in) financing activities .. 188,114 (99,329) --------- --------- Increase/(decrease) in cash and cash equivalents ..... 19,341 (7,228) Cash and cash equivalents at the beginning of the year 51,952 69,043 --------- --------- Cash and cash equivalents at the end of the quarter .. $ 71,293 $ 61,815 ========= =========
SUPPLEMENTAL CASH FLOW INFORMATION Capital expenditures attributable to the Company's development partner's interest in the Company's proposed new headquarters are included in Other-net and cash received from the development partner for capital expenditures are included in Other financing proceeds. See Notes to Condensed Consolidated Financial Statements. 5 THE NEW YORK TIMES COMPANY NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) 1. GENERAL The accompanying Notes to the Condensed Consolidated Financial Statements should be read in conjunction with the Consolidated Financial Statements included in the Annual Report on Form 10-K for the year ended December 30, 2001, 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 financial position and results of operations, as of and for the interim periods ended, have been included. Due to the seasonal nature of the Company's business, results for the interim periods are not necessarily indicative of a full year's operations. The fiscal periods included herein comprise 13 weeks. As of March 31, 2002, the Company's significant accounting policies and estimates, which are detailed in the Company's Annual Report on Form 10-K, have not changed from December 30, 2001, except for the adoption of Statement of Financial Accounting Standards ("SFAS") No. 142, Goodwill and Other Intangible Assets. Certain reclassifications have been made to the 2001 Condensed Consolidated Financial Statements to conform with classifications used as of and for the periods ended March 31, 2002. 2. GOODWILL AND OTHER INTANGIBLE ASSETS - ADOPTION OF SFAS 142 At the beginning of the Company's 2002 fiscal year, the Company adopted SFAS 142. SFAS 142 eliminated the amortization of goodwill and certain other intangibles and requires an impairment test of their carrying value. An initial impairment test of goodwill and certain other intangibles must be completed in the year of adoption with at least an annual impairment test thereafter. The Company completed the initial impairment tests in the first quarter of 2002, which did not result in an impairment of goodwill or certain other intangibles. The provisions of SFAS 142 are effective for periods after adoption and retroactive application is not permitted. Therefore, the historical results of periods prior to 2002 in the Company's Condensed Consolidated Statements of Income do not reflect the effect of SFAS 142 and, accordingly, the first quarter of 2001 includes amortization expense of $10.6 million in "Selling, general and administrative ('SGA') expenses" and $0.1 million in "Income from joint ventures" ($9.2 million after tax or $.06 per share, collectively). 6 The following information represents pro forma net income and earnings per share assuming the adoption of SFAS 142 in the first quarter of 2001:
- -------------------------------------------------------------------------------- FOR THE QUARTERS ENDED ------------------------ MARCH 31, APRIL 1, (IN THOUSANDS EXCEPT PER SHARE DATA) 2002 2001 - -------------------------------------------------------------------------------- Reported Net Income $ 54,470 $ 61,274 Addback: Goodwill Amortization -- 8,082 Broadcast Licenses Amortization -- 897 Mastheads Amortization -- 255 ------------------------ Adjusted Net Income $ 54,470 $ 70,508 ======================== Basic Earnings per Share: Reported Net Income $ 0.36 $ 0.38 Addback: Goodwill Amortization -- 0.05 Broadcast Licenses Amortization -- 0.01 Mastheads Amortization -- -- ------------------------ Adjusted Net Income $ 0.36 $ 0.44 ======================== Diluted Earnings per Share: Reported Net Income $ 0.35 $ 0.37 Addback: Goodwill Amortization -- 0.05 Broadcast Licenses Amortization -- 0.01 Mastheads Amortization -- -- ------------------------ Adjusted Net Income $ 0.35 $ 0.43 ========================
Included in "Other intangible assets acquired" in the Company's Condensed Consolidated Balance Sheets are other intangible assets which are subject to amortization as well as those which are not subject to amortization in accordance with the adoption of SFAS 142. As of March 31, 2002, other intangible assets not subject to amortization have a gross carrying value of $320.5 million and accumulated amortization of $44.5 million and other intangible assets subject to amortization have a gross carrying value of $208.8 million and accumulated amortization of $96.6 million. As of December 30, 2001, on a comparable classification basis, other intangible assets not subject to amortization have a gross carrying value of $320.5 million and accumulated amortization of $44.5 million and other intangible assets subject to amortization have a gross carrying value of $208.8 million and accumulated amortization of $92.3 million. The Company's effective income tax rate in the first quarter of 2002 was 39.0% compared with 38.4% in the 2001 first quarter assuming the adoption of SFAS 142 in 2001. This increase primarily resulted from the varying levels of state and local income taxes in the first quarter of 2002 compared with the first quarter of 2001. 3. ACQUISITIONS/DISPOSITIONS Investments: In February 2002, New England Sports Ventures, LLC ("NESV"), in which the Company is an investor, purchased the Boston Red Sox baseball club (including Fenway Park and approximately 80% of New England Sports Network, a regional cable sports network). The Company invested approximately $75 million for an interest of approximately 15% in NESV. In April 2002, the Company and Discovery Communications, Inc. formed a joint venture in Discovery Civilization, a digital cable television channel ("DC"). The Company invested $100 million for a 50% interest in DC. The Company's investment was made subsequent to the end of the first quarter and therefore is not reflected in the Company's Condensed Consolidated Balance Sheets and Condensed Consolidated Statements of Income as of and for the period ended March 31, 2002. The Company's investment in NESV is included in "Investments in joint ventures" in the Company's Condensed Consolidated Balance Sheets. The Company's investment in DC will be included in the same line item in the Company's Condensed Consolidated Balance Sheets. 7 Magazine Sale - Discontinued Operations: On April 2, 2001, the Company sold its golf properties, which included Golf Digest, Golf Digest Woman, Golf World, Golf World Business ("Magazine Group") and GolfDigest.com, for approximately $435.0 million. The Company recorded a gain from the sale of approximately $412.0 million ($241.3 million after tax), or $1.51 per share, in the 2001 fiscal year. The results of operations of the Magazine Group in 2001 are reported as discontinued operations. In 2001, revenues, operating profit and EBITDA (earnings before interest, taxes, depreciation and amortization) for the Magazine Group were $26.5 million, $2.0 million and $2.3 million, respectively. "Accrued income taxes" in the Company's Condensed Consolidated Balance Sheets decreased as of March 31, 2002, from December 30, 2001, because income taxes payable, which were primarily related to the gain on the sale of the Magazine Group and GolfDigest.com, were paid on January 15, 2002. The Internal Revenue Service granted all companies in the five boroughs of New York City an extension on income taxes payable after September 11, 2001, until January 15, 2002. 4. STAFF REDUCTIONS The Company recorded work force reduction expenses of $9.6 million in the first quarter of 2002. There were no work force reduction charges recorded in the first quarter of 2001. These charges are included in SGA expenses in the Company's Condensed Consolidated Statements of Income. Accruals for these work force reduction expenses are primarily included in "Accrued expenses" in the Company's Condensed Consolidated Balance Sheets and amounted to $7.4 million as of March 31, 2002, and $20.6 million as of December 30, 2001. Most of the accruals outstanding as of March 31, 2002, will be paid within one year. 5. DEBT OBLIGATIONS The Company has a total of $540.0 million available to borrow under its revolving credit agreements. These revolving credit agreements require, among other provisions, specified levels of stockholders' equity. Approximately $374.7 million of stockholders' equity was unrestricted under these agreements as of March 31, 2002, and $349.7 million was unrestricted as of December 30, 2001. The Company had $382.2 million in commercial paper outstanding as of March 31, 2002, and $158.3 million as of December 30, 2001. The increase in commercial paper outstanding was primarily due to the payment of income taxes on January 15, 2002 (see Note 3), and the financing of the Company's investment in NESV. These obligations are supported by the revolving credit agreements, which had no amounts outstanding as of March 31, 2002, and December 30, 2001. The amount available under the commercial paper facility was $157.8 million as of March 31, 2002, and $213.3 million as of May 3, 2002. The Company's total debt, including commercial paper and capital leases, was $982.6 million as of March 31, 2002, and $759.5 million as of December 30, 2001. The increase in total debt was primarily due to additional commercial paper outstanding. In April 2002, the Company issued $50.0 million in notes under its medium-term note program. The notes pay interest semi-annually at 5.35% and mature on April 16, 2007. The proceeds from the issuance of the notes were used by the 8 Company to reduce its commercial paper outstanding. As of May 3, 2002, the Company had $248.0 million of notes outstanding of the $300.0 million that can be issued under the medium-term note program. 6. COMMON STOCK During the first quarter of 2002, the Company repurchased approximately 1.0 million shares of Class A Common Stock at a cost of $41.7 million. The average price of these repurchases was $43.07 per share. On February 21, 2002, the Board of Directors authorized an additional $300.0 million of repurchase expenditures under the Company's stock repurchase program. As of May 3, 2002, the remaining amount of the aggregate repurchase authorizations from the Company's Board of Directors was $390.0 million. There were no repurchases since the end of the quarter. On April 16, 2002, the Board of Directors authorized a $.01 per share increase in the quarterly dividend on the Company's Class A and Class B Common Stock from $.125 per share to $.135 per share, effective with the June 2002 dividend. 7. COMPREHENSIVE INCOME Comprehensive income for the Company includes foreign currency translation adjustments, unrealized gains/(losses) on available-for-sale securities, unrealized gains/(losses) on cash flow hedges, as well as net income reported in the Company's Condensed Consolidated Statements of Income. Comprehensive income for 2002 and 2001 was as follows:
- ----------------------------------------------------------------------------- FOR THE QUARTERS ENDED ----------------------- MARCH 31, APRIL 1, (DOLLARS IN THOUSANDS) 2002 2001 - ----------------------------------------------------------------------------- Net Income $ 54,470 $ 61,274 Foreign currency translation adjustments (67) (1,036) Change in unrealized gains on marketable securities 91 31 Change in unrealized derivative gains on cash flow hedges 908 5,345 Income tax charge (376) (1,732) - ----------------------------------------------------------------------------- Comprehensive income $ 55,026 $ 63,882 - -----------------------------------------------------------------------------
The "Accumulated other comprehensive loss" in the Company's Condensed Consolidated Balance Sheets was net of a deferred income tax asset of $6.1 million as of March 31, 2002, and $6.6 million as of December 30, 2001. 9 8. SEGMENT STATEMENTS OF INCOME The Company's reportable segments consist of its Newspaper, Broadcast and its digital business division, New York Times Digital. These segments are evaluated regularly by key management in assessing performance and allocating resources. Included in Newspapers are The Boston Globe and the Worcester Telegram & Gazette, which are combined and presented as the New England Newspaper Group. The results of operations of the Magazine Group, which was sold in April 2001, are classified as discontinued operations for all periods presented.
FOR THE QUARTERS ENDED ------------------------ MARCH 31, APRIL 1, (DOLLARS IN THOUSANDS) 2002 2001 - -------------------------------------------------------------------------------- REVENUES Newspapers ........................................ $ 691,468 $ 734,317 Broadcast ......................................... 31,959 32,446 New York Times Digital ............................ 16,162 14,055 Intersegment eliminations (A) ..................... (2,492) (2,666) ----------------------- Total ........................................... $ 737,097 $ 778,152 ======================= OPERATING PROFIT (LOSS) Newspapers ........................................ $ 102,825 $ 126,739 Broadcast ......................................... 6,408 6,258 New York Times Digital ............................ 181 (7,685) Unallocated corporate expenses .................... (10,883) (10,828) ----------------------- Total ........................................... 98,531 114,484 Income from joint ventures .......................... 69 892 Interest expense-net ................................ 10,555 14,791 Income from non-compete agreement ................... 1,250 1,250 ----------------------- Income from continuing operations before income taxes 89,295 101,835 Income taxes ........................................ 34,825 41,753 ----------------------- Income from continuing operations ................... 54,470 60,082 Income from operations of discontinued Magazine Group, net of income taxes ............... -- 1,192 ----------------------- Net Income .......................................... $ 54,470 $ 61,274 =======================
See Management's Discussion and Analysis of Financial Condition and Results of Operations in this Form 10-Q for more information on the Company's reportable segments. (A) Intersegment eliminations primarily include license fees between New York Times Digital and other segments. 10 Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OVERVIEW Advertising revenues accounted for approximately 66% and circulation revenues accounted for 27% of the Company's total revenues in the first quarter of 2002. In the first quarter of 2002, the Company experienced a decline in its advertising revenue compared with the first quarter of 2001. The advertising revenue decline was primarily due to lower advertising volume in many categories in connection with a weaker U.S. economy. Circulation revenue increased in the first quarter of 2002 compared with the prior year quarter due to higher subscription prices at The New York Times ("The Times") and The Boston Globe (the "Globe") and increased volume. For 2002, the Company now expects circulation revenue growth in the range of 5% to 7%, up from its earlier guidance of 4% to 6%. In the first quarter of 2002, total costs decreased compared with the prior year quarter, primarily due to a decrease in newsprint expense as well as lower compensation and promotion costs. For the 2002 fiscal year, the Company expects an increase in total costs of 1% to 3%. Newsprint is the major component of the Company's cost of raw materials. Newsprint market prices, on average, were lower in the first quarter of 2002 than in the 2001 first quarter and are expected to be below 2001 levels for the remainder of the year. Throughout the first quarter of 2002, the rate of decline in the Company's newspaper advertising revenues improved, after an adjustment was made for the adverse effect of an early Easter, which is traditionally a day of little advertising for The Times and the Globe. The Company saw a continuation of this improvement in the rate of decline in April 2002. The Company expects that second-quarter diluted earnings per share will be within a range of $.47 to $.52, including the Company's expectation of lower earnings from joint ventures. If, as the Company expects, the advertising markets recover in the second half of the year, the Company expects full-year 2002 diluted earnings per share growth in the mid-single-digit to low-double-digit range. If there is no recovery in 2002, the Company believes that modest diluted earnings per share growth is still possible. At the beginning of the Company's 2002 fiscal year, the Company adopted Statement of Financial Accounting Standards ("SFAS") No. 142, Goodwill and Other Intangible Assets. SFAS 142 eliminated the amortization of goodwill and certain other intangibles and requires an impairment test of their carrying value. An initial impairment test of goodwill and certain other intangibles must be completed in the year of adoption with at least an annual impairment test thereafter. The Company completed the initial impairment tests in the first quarter of 2002, which did not result in an impairment of goodwill or certain other intangibles. The provisions of SFAS 142 are effective for periods after adoption and retroactive application is not permitted. Therefore, the historical results of periods prior to 2002 in the Company's Condensed Consolidated Statements of Income do not reflect the effect of SFAS 142 and, accordingly, the first quarter of 2001 includes amortization expense of $10.6 million in "Selling general and administrative ('SGA') expenses" and $0.1 million in "Income from joint ventures" ($9.2 million after tax or $.06 per share, collectively). Management believes a more meaningful comparison of the results of operations for 2002 and 2001 is achieved by using the 2001 results of operations adjusted as if SFAS 142 had been adopted retroactively. Therefore, the historical results for 2001 included in this Management's Discussion and Analysis of Financial Condition and Results of Operations have been adjusted as if SFAS 142 had been adopted retroactively. 11 SEASONALITY Advertising revenues influence the pattern of the Company's consolidated revenues because they are seasonal in nature. Traditionally, second-quarter and fourth-quarter advertising revenue is higher than that which occurs in the first and third quarters when economic activity tends to be lower after the holiday season and in 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 as well as the occurrence of certain international, national and local events. INVESTMENTS In February 2002, New England Sports Ventures, LLC ("NESV"), in which the Company is an investor, purchased the Boston Red Sox baseball club (including Fenway Park and approximately 80% of New England Sports Network, a regional cable sports network). The Company invested approximately $75 million for an interest of approximately 15% in NESV. In April 2002, the Company and Discovery Communications, Inc. formed a joint venture in Discovery Civilization, a digital cable television channel ("DC"). The Company invested $100 million for a 50% interest in DC. The Company's investment was made subsequent to the end of the first quarter and therefore is not reflected in the Company's Condensed Consolidated Balance Sheets and Condensed Consolidated Statements of Income as of and for the period ended March 31, 2002. The Company's investment in NESV is included in "Investments in joint ventures" in the Company's Condensed Consolidated Balance Sheets. The Company's investment in DC will be included in the same line item in the Company's Condensed Consolidated Balance Sheets. DISCONTINUED OPERATIONS On April 2, 2001, the Company sold its golf properties, which included Golf Digest, Golf Digest Woman, Golf World, Golf World Business ("Magazine Group") and GolfDigest.com, for approximately $435.0 million. The Company recorded a gain from the sale of approximately $412.0 million ($241.3 million after tax), or $1.51 per share, in the 2001 fiscal year. The results of operations of the Magazine Group in 2001 are reported as discontinued operations for all periods presented. In 2001, revenues, operating profit and EBITDA (earnings before interest, taxes, depreciation and amortization) for the Magazine Group were $26.5 million, $2.0 million and $2.3 million, respectively. "Accrued income taxes" in the Company's Condensed Consolidated Balance Sheets decreased as of March 31, 2002, from December 30, 2001, because income taxes payable, which were primarily related to the gain on the sale of the Magazine Group and GolfDigest.com, were paid on January 15, 2002. The Internal Revenue Service granted all companies in the five boroughs of New York City an extension on income taxes payable after September 11, 2001, until January 15, 2002. 12 SPECIAL ITEMS Total special items amounted to $8.4 million ($5.1 million after tax or $.04 per share) in the first quarter of 2002. In the first quarter of 2002, the Company recorded a pre-tax charge of $9.6 million ($5.9 million after tax or $.04 per share) for charges relating to work force reduction expenses, primarily at the Globe. Additionally, the Company recorded $1.3 million in income on a pre-tax basis ($0.8 million after tax, and less than $.01 per share) related to a non-compete agreement. In the first quarter of 2001, the Company recorded $1.3 million in income on a pre-tax basis ($0.7 million after tax, and less than $.01 per share) related to a non-compete agreement. OPERATING RESULTS The Company's consolidated financial results for the first quarter of 2002 compared with the adjusted first-quarter results of 2001 were as follows:
- ----------------------------------------------------------------------------------- FOR THE QUARTERS ENDED ---------------------------------- MARCH 31, APRIL 1, (DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA) 2002 2001 % CHANGE - ----------------------------------------------------------------------------------- Revenues $ 737,097 $778,152 (5.3) - ----------------------------------------------------------------------------------- Operating profit $ 98,531 $125,073 (21.2) - ----------------------------------------------------------------------------------- Net Income before special items 59,587 69,771 (14.6) Special items (5,117) 737 * - ----------------------------------------------------------------------------------- Net Income $ 54,470 $ 70,508 (22.7) - ----------------------------------------------------------------------------------- Diluted earnings per share: Net Income before special items $ 0.39 $ 0.43 (9.3) Special items (0.04) -- N/A - ----------------------------------------------------------------------------------- Diluted earnings per share $ 0.35 $ 0.43 (18.6) - -----------------------------------------------------------------------------------
* Represents percentages greater than or equal to 100%. Total revenues for the Company decreased 5.3% to $737.1 million in the first quarter of 2002 from $778.2 million in the first quarter of 2001 and advertising revenue decreased 10.2% to $488.6 million in the first quarter of 2002 from $544.3 million in the first quarter of 2001. Operating profit in the first quarter of 2002 decreased 13.5% to $108.2 million from an adjusted $125.1 million in the first quarter of 2001, excluding special items. Including special items, operating profit in the first quarter of 2002 decreased 21.2% to $98.5 million from an adjusted $125.1 million in the corresponding period of 2001. The 2002 first-quarter net income decreased 14.6% to $59.6 million from an adjusted $69.8 million in the first quarter of 2001, excluding special items. Including special items, net income in the first quarter of 2002 decreased 22.7% to $54.5 million from an adjusted $70.5 million for the first quarter of 2001. The decrease in operating results in the first quarter of 2002 was due to a decline in advertising revenue related to weakness in the U.S. economy, partially offset by a decrease in costs and an increase in circulation revenue. EBITDA EBITDA in the first quarter of 2002 decreased 12.3% to $146.8 million from $167.4 million in the first quarter of 2001, excluding special items. Including special items, EBITDA for the first quarter of 2002 decreased 18.1% to $137.2 million from $167.4 million in the first quarter of 2001. 13 EBITDA is presented since it is a widely accepted indicator of funds available to service debt, although it is not a measure of liquidity or of financial performance under accounting principles generally accepted in the United States of America ("GAAP"). The EBITDA presented may not be comparable to similarly titled measures reported by other companies. The Company believes that EBITDA, while providing useful information, should not be considered in isolation or as an alternative to net income or cash flows as determined under GAAP. CONSOLIDATED COSTS AND EXPENSES Consolidated operating expenses for the first quarter of 2002 and an adjusted first quarter of 2001 were as follows:
- ---------------------------------------------------------------------- FOR THE QUARTERS ENDED ---------------------------------------- MARCH 31, APRIL 1, (DOLLARS IN THOUSANDS) 2002 2001 % CHANGE - ---------------------------------------------------------------------- Production costs Raw materials $ 68,684 $ 85,079 (19.3) Wages and benefits 153,963 153,152 0.5 Other 106,716 110,919 (3.8) - ---------------------------------------------------------------------- Total production costs 329,363 349,150 (5.7) Selling, general and administrative expenses 309,203 303,929 1.7 - ---------------------------------------------------------------------- Total $ 638,566 $ 653,079 (2.2) - ----------------------------------------------------------------------
Total production costs decreased 5.7% in the first quarter of 2002 compared with the first quarter of 2001, primarily due to lower newsprint expense. In the first quarter of 2002, the Company's newsprint expense decreased 20.0% compared with the 2001 first quarter. This resulted from a decrease in the Company's average cost per ton of newsprint of 17.6% as well as a decrease in consumption of 2.4% primarily due to lower advertising volume. SGA expenses decreased 1.4% in the first quarter of 2002 compared with the adjusted amount in the first quarter of 2001, excluding special items. The decrease primarily resulted from lower compensation and promotion costs. Including special items, SGA expenses increased 1.7% in the first quarter of 2002 compared with the adjusted amount in the 2001 first quarter. OTHER Income from joint ventures decreased to $0.1 million in the first quarter of 2002 from $0.9 million in the first quarter of 2001, primarily due to higher losses at the International Herald Tribune ("IHT"). For 2002, the Company expects income from joint ventures to range from breakeven to a $5.0 million loss due to lower operating results at the IHT, lower paper prices at the mills in which the Company has an equity investment, and the Company's recent investments in DC and NESV. Interest expense-net in the first quarter of 2002 decreased to $10.6 million compared with $14.8 million in the first quarter of 2001. The decrease was primarily due to reduced interest rates on floating-rate borrowings. For 2002, the Company expects interest expense to be in the range of $48.0 to $53.0 million as a result of additional debt incurred to finance recent investments. The effective income tax rate in the first quarter of 2002 was 39.0% compared with an adjusted 38.4% in the 2001 first quarter. This increase primarily resulted from the varying levels of state and local income taxes in the first quarter of 2002 compared with the first quarter of 2001. 14 Consolidated revenues, EBITDA, depreciation and amortization and operating profit, for the first quarter of 2002 and an adjusted first quarter of 2001, by business segment were as follows:
- ----------------------------------------------------------------------------- FOR THE QUARTERS ENDED -------------------------------------- MARCH 31, APRIL 1, (DOLLARS IN THOUSANDS) 2002 2001 % CHANGE - ----------------------------------------------------------------------------- REVENUES Newspapers ........................ $ 691,468 $ 734,317 (5.8) Broadcast ......................... 31,959 32,446 (1.5) New York Times Digital ............ 16,162 14,055 15.0 Intersegment eliminations (A) ..... (2,492) (2,666) 6.5 ------------------------------------- Total .......................... $ 737,097 $ 778,152 (5.3) ===================================== EBITDA Newspapers ........................ $ 135,170 $ 167,605 (19.4) Broadcast ......................... 8,354 10,338 (19.2) New York Times Digital ............ 2,145 (6,003) * Unallocated corporate expenses .... (8,568) (7,839) (9.3) Joint ventures .................... 69 980 (93.0) ------------------------------------- Total .......................... $ 137,170 $ 165,081 (16.9) ===================================== DEPRECIATION AND AMORTIZATION Newspapers ........................ $ 32,345 $ 32,282 0.2 Broadcast ......................... 1,946 2,074 (6.2) New York Times Digital ............ 1,964 1,683 16.7 Corporate ......................... 2,315 2,989 (22.5) ------------------------------------- Total .......................... $ 38,570 $ 39,028 (1.2) ===================================== OPERATING PROFIT (LOSS) Newspapers ........................ $ 102,825 $ 135,321 (24.0) Broadcast ......................... 6,408 8,265 (22.5) New York Times Digital ............ 181 (7,685) * Unallocated corporate expenses .... (10,883) (10,828) (0.5) ------------------------------------- Total .......................... $ 98,531 $ 125,073 (21.2) =====================================
(A) Intersegment eliminations primarily include license fees between New York Times Digital and other segments. NEWSPAPER GROUP: The Newspaper Group consists of The Times, the New England Newspaper Group, which includes the Globe and the Worcester Telegram & Gazette (the "T&G"), 15 other newspapers ("Regional Newspapers"), a newspaper distributor, news services, and licensing of the trademarks and copyrights of The Times and the Globe.
- ------------------------------------------------------------------------ FOR THE QUARTERS ENDED ------------------------------------------- MARCH 31, APRIL 1, (DOLLARS IN THOUSANDS) 2002 2001 % CHANGE - ------------------------------------------------------------------------ Revenues $691,468 $734,317 (5.8) - ------------------------------------------------------------------------ EBITDA $135,170 $167,605 (19.4) - ------------------------------------------------------------------------ Operating profit $102,825 $135,321 (24.0) - ------------------------------------------------------------------------
Total Newspaper Group revenues in the first quarter of 2002 decreased 5.8% to $691.5 million from $734.3 million in the 2001 first quarter and advertising revenue decreased 11.2% to $448.7 million in the first quarter of 2002 from $505.3 million in the prior year quarter. Circulation revenues in the first quarter of 2002 increased 8.8% to $201.3 million from $185.0 million in the first quarter of 2001. 15 Operating profit for the Newspaper Group decreased 16.9% to $112.4 million in the first quarter of 2002 from an adjusted $135.3 million in the 2001 first quarter, excluding special items. Including special items, operating profit decreased 24.0% to $102.8 million in the first quarter of 2002 from an adjusted $135.3 million in the first quarter of 2001. The decrease in operating results was due to a decline in advertising revenue related to weakness in the U.S. economy. This decrease was partially offset by a decrease in costs and an increase in circulation revenue primarily due to higher subscription prices at The Times and the Globe as well as an increase in volume. Advertising, circulation and other revenue, by major line of business of the Newspaper Group, were as follows:
- ----------------------------------------------------------------------------- FOR THE QUARTERS ENDED ------------------------------------------- MARCH 31, APRIL 1, (DOLLARS IN THOUSANDS) 2002 2001 % CHANGE - ----------------------------------------------------------------------------- THE NEW YORK TIMES Advertising $266,034 $303,862 (12.4) Circulation 135,201 121,530 11.2 Other 30,894 33,768 (8.5) - ----------------------------------------------------------------------------- Total $432,129 $459,160 (5.9) - ----------------------------------------------------------------------------- NEW ENGLAND NEWSPAPER GROUP Advertising $103,577 $120,432 (14.0) Circulation 43,018 39,684 8.4 Other 6,908 6,508 6.1 - ----------------------------------------------------------------------------- Total $153,503 $166,624 (7.9) - ----------------------------------------------------------------------------- REGIONAL NEWSPAPERS Advertising $79,105 $81,035 (2.4) Circulation 23,036 23,799 (3.2) Other 3,695 3,699 (0.1) - ----------------------------------------------------------------------------- Total $105,836 $108,533 (2.5) - ----------------------------------------------------------------------------- TOTAL NEWSPAPER GROUP Advertising $448,716 $505,329 (11.2) Circulation 201,255 185,013 8.8 Other 41,497 43,975 (5.6) - ----------------------------------------------------------------------------- Total $691,468 $734,317 (5.8) =============================================================================
16 Advertising volume was as follows:
- ------------------------------------------------------------------------------ FOR THE QUARTERS ENDED ------------------------------------------ (INCHES IN THOUSANDS, PREPRINTS MARCH 31, APRIL 1, IN THOUSANDS OF COPIES) 2002 2001 % CHANGE - ------------------------------------------------------------------------------ THE NEW YORK TIMES Retail 92.8 115.7 (19.8) National 333.3 368.5 (9.6) Classified 174.0 222.6 (21.8) Zoned 229.5 263.7 (13.0) - ------------------------------------------------------------------------------ Total 829.6 970.5 (14.5) - ------------------------------------------------------------------------------ Preprints 116,867 113,849 2.7 - ------------------------------------------------------------------------------ NEW ENGLAND NEWSPAPER GROUP Retail 181.7 188.4 (3.5) National 204.1 186.8 9.3 Classified 386.8 427.9 (9.6) Zoned 218.3 191.3 14.1 - ------------------------------------------------------------------------------ Total 990.9 994.4 (0.4) - ------------------------------------------------------------------------------ Preprints 206,745 219,840 (6.0) - ------------------------------------------------------------------------------ REGIONAL NEWSPAPERS Retail 1,376.8 1,363.5 1.0 National 54.6 54.7 (0.2) Classified 1,697.2 1,702.8 (0.3) Legal 77.0 65.4 17.8 - ------------------------------------------------------------------------------ Total 3,205.6 3,186.4 0.6 - ------------------------------------------------------------------------------ Preprints 266,558 264,600 0.7 - ------------------------------------------------------------------------------
Average circulation for The Times, the New England Newspaper Group, and the Regional Newspapers for the first quarter of 2002 compared with the first quarter of 2001, was as follows:
- ------------------------------------------------------------------------------- FOR THE QUARTER ENDED MARCH 31, 2002 - ------------------------------------------------------------------------------- (COPIES IN THOUSANDS) WEEKDAY/DAILY % CHANGE SUNDAY % CHANGE - ------------------------------------------------------------------------------- The New York Times 1,165.3 2.8 1,713.7 0.9 New England Newspaper Group 573.1 1.5 831.2 0.1 Regional Newspapers 654.1 (2.7) 719.9 (2.4) - -------------------------------------------------------------------------------
The Times and the Globe experienced an increase in demand in the first quarter of 2002 compared with the first quarter of 2001. The Times continues to improve retail availability in major markets across the nation and to improve the quality and levels of its home delivery circulation base. Additionally, all of the Company's newspapers are continuing to make improvements in product delivery and customer service to attract new readers and retain existing ones. BROADCAST GROUP: The Broadcast Group comprises eight network-affiliated television stations and two radio stations.
- ------------------------------------------------------------------------------- FOR THE QUARTERS ENDED ------------------------------------------ MARCH 31, APRIL 1, (DOLLARS IN THOUSANDS) 2002 2001 % CHANGE - ------------------------------------------------------------------------------- Revenues $31,959 $32,446 (1.5) - ------------------------------------------------------------------------------- EBITDA $8,354 $10,338 (19.2) - ------------------------------------------------------------------------------- Operating profit $6,408 $8,265 (22.5) - -------------------------------------------------------------------------------
Revenues decreased 1.5% to $32.0 million in the first quarter of 2002 compared with $32.4 million in the first quarter of 2001. Operating profit in the first quarter of 2002 decreased 22.5% to $6.4 million from an adjusted $8.3 million in the first quarter of 2001. The decrease in operating results was primarily due to an increase in compensation and benefits costs. 17 NEW YORK TIMES DIGITAL: NYTD is the Company's digital division. NYTD consists of NYTimes.com, Boston.com and Digital Archive Distribution ("DAD"), which licenses archive databases of The Times and the Globe to electronic information providers. In April 2001, the Company sold GolfDigest.com, which was included in the sale of the Company's golf properties.
- --------------------------------------------------------------------------- FOR THE QUARTERS ENDED ---------------------------------------------- MARCH 31, APRIL 1, (DOLLARS IN THOUSANDS) 2002 2001 % CHANGE - --------------------------------------------------------------------------- Revenues $16,162 $ 14,055 15.0 - --------------------------------------------------------------------------- EBITDA $ 2,145 $ (6,003) * - --------------------------------------------------------------------------- Operating profit (loss) $ 181 $ (7,685) * - ---------------------------------------------------------------------------
Advertising revenue accounted for approximately 63% and other revenue, which is primarily DAD, accounted for the remainder of NYTD's total revenues for the first quarter of 2002. Revenues for NYTD increased 15.0% in the first quarter of 2002 to $16.2 million from $14.1 million in the 2001 first quarter. Revenues were higher as a result of increased advertising, particularly in the studio entertainment, travel and finance categories, as well as increased sales of premium products such as archives and crossword puzzles. Overall classified advertising increased particularly in the real estate category. NYTD had an operating profit, which amounted to $0.2 million in the first quarter of 2002 compared with an operating loss of $7.7 million in the first quarter of 2001. NYTD's goal is to achieve an operating profit for 2002. The increase in operating results was due to an increase in revenues as well as a decrease in costs, primarily compensation and promotion costs. NYTD achieved positive EBITDA, which amounted to $2.1 million in the first quarter of 2002 compared with an EBITDA loss of $6.0 million in the first quarter of 2001. LIQUIDITY AND CAPITAL RESOURCES The Company's cash flow activity for the first quarters of 2002 and 2001 was as follows:
- -------------------------------------------------------------------------------------- FOR THE QUARTERS ENDED ---------------------------- MARCH 31, APRIL 1, (IN MILLIONS) 2002 2001 - -------------------------------------------------------------------------------------- Net cash (used in)/ provided by operating activities $ (65.2) $ 112.0 - -------------------------------------------------------------------------------------- Net cash used in investing activities $(103.6) $ (19.9) - -------------------------------------------------------------------------------------- Net cash provided by/(used in) financing activities $ 188.1 $ (99.3) - --------------------------------------------------------------------------------------
The Company had net cash used in operating activities in the first quarter of 2002 compared with net cash provided by operating activities in the 2001 first quarter. This primarily resulted from the payment of $232.0 million of income taxes on January 15, 2002 (see the Discontinued Operations section). The increase in net cash used in investing activities of $83.7 million was primarily due to the Company's investment in NESV in the first quarter of 2002. Net cash provided by financing activities in the first quarter of 2002 was primarily from the issuance of commercial paper, partially offset by stock repurchases and dividends paid. In the 2001 first quarter net cash used by financing activities primarily resulted from stock repurchases, partially offset by the issuance of commercial paper. The Company believes that cash generated from its operations and the availability of funds from external sources should be adequate to cover its cash requirements, including working capital needs, stock repurchases, planned capital 18 expenditures and acquisitions, and dividend payments to stockholders for both the next twelve months and the foreseeable future. The ratio of current assets to current liabilities was 60.2% as of March 31, 2002, and 65.0% as of December 30, 2001. The ratio of long-term debt and capital lease obligations as a percentage of total capitalization was 33.7% as of March 31, 2002, compared with 34.2% as of December 30, 2001. The Company's contractual cash obligations and commercial commitments are detailed in the Company's Annual Report on Form 10-K for the year ended December 30, 2001. As of March 31, 2002, these contractual cash obligations and commercial commitments have not materially changed from December 30, 2001. FINANCING: The Company has a total of $540.0 million available to borrow under its revolving credit agreements. These revolving credit agreements require, among other provisions, specified levels of stockholders' equity. Approximately $374.7 million of stockholders' equity was unrestricted under these agreements as of March 31, 2002, and $349.7 million was unrestricted as of December 30, 2001. The Company had $382.2 million in commercial paper outstanding as of March 31, 2002, and $158.3 million as of December 30, 2001. The increase in commercial paper outstanding was primarily due to the payment of income taxes on January 15, 2002 (see the Discontinued Operations section), and the financing of the Company's investment in NESV. These obligations are supported by the revolving credit agreements, which had no amounts outstanding as of March 31, 2002, and December 30, 2001. The amount available under the commercial paper facility was $157.8 million as of March 31, 2002, and $213.3 million as of May 3, 2002. The Company's total debt, including commercial paper and capital leases, was $982.6 million as of March 31, 2002, and $759.5 million as of December 30, 2001. The increase in total debt was primarily due to additional commercial paper outstanding. In April 2002, the Company issued $50.0 million in notes under its medium-term note program. The notes pay interest semi-annually at 5.35% and mature on April 16, 2007. The proceeds from the issuance of the notes were used by the Company to reduce its commercial paper outstanding. As of May 3, 2002, the Company had $248.0 million of notes outstanding of the $300.0 million that can be issued under the medium-term note program. CAPITAL EXPENDITURES: The Company currently estimates that capital expenditures for 2002 will range from $190.0 million to $210.0 million compared with $90.4 million in 2001. The 2002 estimate includes approximately $46.0 million of land acquisition costs and $32.0 million of pre-development costs related to the Company's proposed new headquarters in New York City. The Company currently anticipates that depreciation and amortization expense for 2002 will be in the range of $160.0 million to $170.0 million compared with $194.0 million in 2001. The Company's amortization expense in 2002 will be less than the 2001 amount as a result of the adoption of SFAS 142. SIGNIFICANT ACCOUNTING POLICES AND ESTIMATES As of March 31, 2002, the Company's significant accounting polices and estimates, which are detailed in the Company's Annual Report on Form 10-K, have not changed from December 30, 2001, except for the adoption of SFAS 142. 19 FACTORS THAT COULD AFFECT OPERATING RESULTS Except for the historical information contained herein, the matters discussed in this quarterly report are forward-looking statements that involve risks and uncertainties that could cause actual results to differ materially from those predicted by such forward-looking statements. These risks and uncertainties include national and local conditions, as well as competition, that could influence the levels (rate and volume) of retail, national and classified advertising and circulation generated by the Company's various markets, and material increases in newsprint prices. They also include other risks detailed from time to time in the Company's publicly-filed documents, including the Company's Annual Report on Form 10-K for the period ended December 30, 2001. The Company undertakes no obligation to publicly update any forward-looking statement, whether as a result of new information, future events, or otherwise. Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK The Company's Annual Report on Form 10-K for the year ended December 30, 2001, details the Company's disclosures about market risk. As of March 31, 2002, there have been no changes in the Company's market risk from December 30, 2001. 20 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, 2002. (b) 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 were as follows:
CLASS A DIRECTORS: FOR WITHHELD ------------------ ----------- ----------- Raul E. Cesan 130,706,538 1,358,017 William E. Kennard 131,043,583 1,020,972 Henry B. Schacht 130,655,549 1,409,006 Donald M. Stewart 106,124,633 25,939,922 CLASS B DIRECTORS: ------------------ John F. Akers 798,426 0 Brenda C. Barnes 798,426 0 Jacqueline H. Dryfoos 798,426 0 Michael Golden 798,426 0 Russell T. Lewis 798,426 0 David E. Liddle 798,426 0 Ellen R. Marram 798,426 0 Arthur Sulzberger, Jr. 798,426 0 Cathy J. Sulzberger 798,426 0
2. 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 29, 2002. The results of the vote taken were as follows: For: 129,961,585 Against: 2,090,104 Abstain: 811,292 Broker Non-Votes: 0 Total Against, Abstain and Broker Non-Votes*: 2,901,396
- -------- * An abstention or broker non-vote had the same effect as a vote against this matter. 21 PART II. OTHER INFORMATION Item 6. EXHIBITS AND REPORTS ON FORM 8-K (a) EXHIBITS 10.17 The Company's Non-Employee Directors Deferral Plan, as amended effective January 1, 2002 12 Ratio of Earnings to Fixed Charges (b) REPORTS ON FORM 8-K No reports on Form 8-K have been filed during the period for which this report is filed. 22 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 10, 2002 /s/ Leonard P. Forman ------------------------------------ Leonard P. Forman Senior Vice President and Chief Financial Officer (Principal Financial Officer) 23 EXHIBIT INDEX TO QUARTERLY REPORT FORM 10-Q QUARTER ENDED MARCH 31, 2002 EXHIBIT NO. (a) EXHIBIT 10.17 The Company's Non-Employee Directors Deferral Plan, as amended effective January 1, 2002 12 Ratio of Earnings to Fixed Charges 24 EX-10.17 3 ex10-17.txt NON-EMPLOYEE DIRECTORS DEFERRAL PLAN EXHIBIT 10.17 THE NEW YORK TIMES COMPANY NON-EMPLOYEE DIRECTORS DEFERRAL PLAN AS AMENDED THROUGH JANUARY 1, 2002 ARTICLE 1 NAME AND PURPOSE The New York Times Company (the "Company") hereby establishes The New York Times Company Non-Employee Directors Deferral Plan (the "Plan"). The purpose of the Plan is to provide a means for the elective deferral of the payment of compensation payable to non-employee directors of the Company. ARTICLE 2 EFFECTIVE DATE The Plan is effective as of September 17, 1997 (the "Effective Date"). ARTICLE 3 PARTICIPATION Each member of the Board of Directors of the Company (the "Board") who is not an employee of the Company or any subsidiary of the Company may participate in the Plan (each a "Non-Employee Director"). ARTICLE 4 DEFERRAL ELECTIONS Pursuant to the terms of the Plan, a Non-Employee Director may make an election to defer a percentage of (i) the annual retainer fee payable in respect of the Non-Employee Director's service on the Board and (ii) the Board meeting fees and committee meeting fees payable in respect of the Non-Employee Director's attendance at such meetings (collectively, "Compensation"). A Non-Employee Director's deferral election may apply to one or both of the foregoing categories of Compensation and may range from 10% to 100% of such Compensation, in 10% gradations, as elected by the Non-Employee Director. Each initial deferral election and each change to an existing deferral election shall be made by the submission of an Election Form as follows: (a) Prior to the Effective Date of the Plan, each Non-Employee Director may submit an Election Form which will be given effect with respect to Compensation payable to the Non-Employee Director after the Effective Date of the Plan. (b) Each Non-Employee Director initially elected or appointed to the Board on or after the Effective Date of the Plan may submit an Election Form prior to the later of thirty (30) calendar days following the Non-Employee Director's election or appointment or the date on which the Non-Employee Director receives his or her first payment of Compensation, which Election Form will be given effect with respect to Compensation payable after the submission of the Election Form. (c) At any time after the election periods described in subparagraphs (a) and (b) above, a Non-Employee Director may submit an initial Election Form or a new Election Form superseding an existing Election Form, in which case such initial or new Election Form will be given effect with respect to Compensation payable after the commencement of the calendar year immediately following the submission of such Election Form. ARTICLE 5 BENEFICIARY DESIGNATION Each Non-Employee Director may, at any time, designate one or more Beneficiaries to receive amounts credited to the Non-Employee Director's deferral account in the event of the Non-Employee Director's death. A Non-Employee Director may make an initial Beneficiary designation, or change an existing Beneficiary designation, by completing and signing a Beneficiary Designation Form and submitting it to the Secretary of the Company. Upon acceptance by the Secretary of the Company of a Non-Employee Director's Beneficiary Designation Form, all Beneficiary designations previously filed shall automatically be canceled. ARTICLE 6 MAINTENANCE OF DEFERRED ACCOUNTS Compensation may be deferred by a Non-Employee Director under the Plan either in the form of cash or units of common stock of the Company ("Stock") (but in no event shall deferrals be made in a combination of cash and Stock). Compensation deferred by a Non-Employee Director under the Plan shall be credited to a record keeping account maintained by the Company in the Non-Employee Director's name as follows: (a) CASH DEFERRALS. Deferrals made in cash shall be credited to an account ("Cash Deferral Account") as of the date on which such Compensation would otherwise have been paid to the Non-Employee Director. All amounts credited to a Non-Employee Director's Cash Deferral Account shall accrue interest from the time such amounts would otherwise have been paid to the Non-Employee Director until the date that such amounts cease accruing interest in connection with a distribution pursuant to Article 7 or Article 12. The interest rate shall be reset annually and shall equal the interest rate payable on one-year U.S. Treasury Bills auctioned in the first auction of the calendar year; provided however, if no one-year U.S. Treasury Bills are being auctioned, such interest rate shall equal the closing yield on a U.S. Treasury Note with one-year remaining to maturity as of the first business day of the calendar year. Interest in a Cash Deferral Account shall be compounded as of the last business day of each calendar quarter. (b) STOCK DEFERRALS. Deferrals made in Stock shall be credited to an account ("Stock Deferral Account") as of the last day of the calendar quarter in which such Compensation would otherwise have been paid to the Non-Employee Director. Deferrals made in Stock shall accrue interest from the date such Compensation would otherwise have been paid to the Non-Employee Director to the date such amounts are converted to Stock. All amounts credited to a Non-Employee Director's Stock Deferral Account shall be credited using the Stock price at the close of business on the last business day of the calendar quarter in the period in which such Compensation would otherwise have been paid. Dividends with respect to any such Stock credited to a Non-Employee Director's Stock Deferral Account will be credited as cash on the dividend payment dates and shall accrue interest from such time until such amounts are converted to Stock pursuant to the terms of this paragraph. All such cash shall be converted to Stock at the close of business on the last day of the calendar quarter in which such dividends are credited to the Non-Employee's Stock Deferral Account. The interest rate for purposes of this paragraph (b) shall be the rate set forth in paragraph (a) above. ARTICLE 7 METHOD OF DISTRIBUTION OF DEFERRALS No distribution of deferrals may be made except as provided in this Article 7 and Article 12. All distributions, whether deferrals are made in cash or Stock, shall be made in cash as provided hereunder. (a) CASH DEFERRALS. As described in the following sentence, the full amount credited to a Non-Employee Director's Cash Deferral Account shall be distributed to the Non-Employee Director after the cessation of the Non-Employee Director's service on the Board for any reason other than death. Such distribution shall (i) be made in the form of a lump sum cash payment within thirty (30) days following the end of the month in which the Non-Employee Director ceases service and shall consist of all amounts credited to such Non-Employee Director's Cash Deferral Account plus interest accrued through the end of the month in which the Non-Employee Director ceases service or (ii) be made in the form of substantially equal annual cash installments over a period of up to ten (10) years, payable as of January 30 of each of the selected number of years immediately following the Non-Employee Director's cessation of service, as designated on the Distribution Election Form submitted by the Non-Employee Director. Each such cash installment shall consist of all amounts credited to such Non-Employee Director's Cash Deferral Account, plus interest accrued through the end of the calendar year prior to the year in which each such cash installment is paid, divided by the remaining number of years during which the amounts are to be distributed. For these purposes, a Non-Employee Director may submit an initial Distribution Election Form, or a new Distribution Election Form superseding an existing Distribution Election Form, on any date which is (A) prior to the commencement of the calendar year in which the Non- Employee Director's service ceases and (B) at least six (6) months prior to such cessation of service. If a Non-Employee Director has not properly completed and submitted a Distribution Election Form, the Non-Employee Director's deferral account shall be distributed in the form of a lump sum cash payment as described in (i) above. (b) STOCK DEFERRALS. As described in the following sentence, the full amount credited to a Non-Employee Director's Stock Deferral Account shall be distributed to the Non-Employee Director after the cessation of the Non-Employee Director's service on the Board for any reason other than death. Such distribution shall (i) be made in the form of a lump sum cash payment within thirty (30) days following the end of the month in which the Non-Employee Director ceases service and shall be calculated by multiplying the number of units of Stock credited to the Non-Employee Director's Stock Deferral Account multiplied by the Stock price of a share of Stock on the last business day of the month in which the Non-Employee Director ceases service and crediting such amount with any dividend equivalent and interest accrued thereon through the end of the month in which the Non-Employee Director ceases service, or (ii) be made in the form of substantially equal annual cash installments over a period of up to ten (10) years, payable as of January 30 of each of the selected number of years immediately following the Non-Employee Director's cessation of service, as designated on the Distribution Election Form submitted by the Non-Employee Director. Each such installment shall be calculated by multiplying the number of units of Stock credited to such Non-Employee Director's Stock Deferral Account by the Stock price of a Share of Stock on the last business day of the calendar year prior to the year in which each such installment is paid, and crediting such amount with any dividend equivalent and interest accrued thereon through the end of the calendar year prior to the year in which each such installment is paid, dividing the total thereof by the remaining number of years during which the amounts are to be distributed. For these purposes, a Non-Employee Director may submit an initial Distribution Election Form, or a new Distribution Election Form superseding an existing Distribution Election Form, on any date which is (A) prior to the commencement of the calendar year in which the Non-Employee Director's service ceases and (B) at least six (6) months prior to such cessation of service. If a Non-Employee Director has not properly completed and submitted a Distribution Election Form, the Non-Employee Director's deferral account shall be distributed in the form of a lump sum cash payment as described in (i) above. Notwithstanding the foregoing, at the written request of a Non-Employee Director, the Nominating Committee of the Board (in its role as Plan administrator), may in its sole discretion, accelerate the payment of amounts credited to the Non-Employee Director's deferral account, upon a showing of unforeseeable emergency by such Non-Employee Director, taking into account the Non-Employee Director's other financial resources. Such distribution shall be made in the form of a lump sum cash payment and shall not exceed the lesser of (x) the amount necessary to meet the financial need created by the unforeseeable emergency or (y) all amounts credited to such Non-Employee Director's deferral account plus interest accrued through the end of the month immediately preceding the month in which such request was made. To the extent the amount necessary to meet the Non-Employee Director's unforeseeable emergency exceeds the amount credited to his Cash Deferral Account, the amount of units of Stock necessary to meet such unforeseeable emergency shall be paid in cash and shall be valued as of the day such request is made. For these purposes, "unforeseeable emergency" is a severe financial hardship resulting from extraordinary and unanticipated circumstances arising as a result of one or more recent events beyond the control of the Non-Employee Director. In any event, payment may not be made to the extent such emergency is or may be relieved: (1) through reimbursement or compensation by insurance or otherwise; (2) by liquidation of the Non-Employee Director's assets, to the extent the liquidation of such assets would not, itself, cause severe financial hardship; and (3) by cessation of deferrals under the Plan. Examples of what are not considered to be unforeseeable emergencies include the payment of a child's tuition expenses or the desire to purchase a home. In the event of a Non-Employee Director's death either before or after the Non-Employee Director's cessation of service on the Board, all amounts then credited to the Non-Employee Director's Cash Deferral Account and Stock Deferral Account shall be distributed to the Non-Employee Director's designated Beneficiaries in the form of a lump sum cash payment within thirty (30) days after the end of the month in which such death occurred or as soon as practicable thereafter and shall consist of all amounts credited to such Non-Employee Director's deferral accounts plus any dividend equivalents and interest accrued through the end of the month in which such death occurred. Units of Stock in a Non-Employee Director's Stock Deferral Account shall be valued as of the last business day of the month in which such death occurred. If the Non-Employee Director has not designated a Beneficiary or the Non-Employee Director's designated Beneficiary(ies) do not survive the Non-Employee Director, the full amount of the Non-Employee Director's deferral account shall be paid to the Non-Employee Director's spouse, or if there is no spouse, to the Non-Employee Director's estate. ARTICLE 8 UNFUNDED STATUS OF THE PLAN A Non-Employee Director shall not have any interest in any amount credited to his or her deferral account until it is distributed in accordance with the Plan. Distributions under the Plan shall be made only from the general assets of the Company. All amounts deferred under the Plan shall remain the sole property of the Company, subject to the claims of its general creditors and available for its use for whatever purposes are desired. With respect to amounts deferred, a Non-Employee Director is merely a general creditor of the Company; and the obligation of the Company hereunder is purely contractual and shall not be funded or secured in any way. ARTICLE 9 NON-ALIENABILITY AND NON-TRANSFERABILITY The rights of a Non-Employee Director to the payment of amounts credited to his or her deferral account shall not be assigned, transferred, pledged or encumbered or be subject in any manner to alienation or anticipation. A Non-Employee Director may not borrow against amounts credited to the Non-Employee Director's account and such amounts shall not be subject in any manner to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, change, garnishment, execution or levy of any kind, whether voluntary or involuntary, prior to distribution. ARTICLE 10 STATEMENT OF ACCOUNT Statements will be sent to each Non-Employee Director within thirty (30) days of the beginning of each calendar year indicating the balance of the Non-Employee Director's account as of the end of the previous calendar year. ARTICLE 11 ADMINISTRATION The Plan is intended to be self-effectuating and does not require the exercise of discretion by the Company. However, to the extent necessary, the Nominating Committee of the Board shall act as the Plan administrator for purposes of resolving any ambiguities, claims or disputes arising with respect to the Plan or any deferrals under the Plan. As such the Nominating Committee is authorized to make any rulings and determinations that it deems to be appropriate and consistent with the terms and intent of the Plan and all such rulings and determinations shall be final and binding upon all parties for all purposes. Any member of the Nominating Committee making a claim or request to the Nominating Committee with respect to his or her rights or interests under the Plan shall recuse himself or herself from the Nominating Committee's determination with respect to such claim or request. ARTICLE 12 AMENDMENT AND TERMINATION The Plan may, at any time, be amended, modified or terminated by the Board. No amendment, modification or termination shall, without the consent of a Non-Employee Director, adversely affect such Non-Employee Director's rights with respect to amounts accrued under his or her deferral account. Notwithstanding the foregoing or anything else to the contrary contained in the Plan, as a consequence of any such amendment, modification or termination, the Board may provide in its sole discretion that the account of any Non-Employee Director may be paid on an accelerated basis without regard to the tax effect that it may have for the Non-Employee Director or his Beneficiary(ies) or estate. ARTICLE 13 NOTICES All notices and forms to be submitted to the Company hereunder shall be delivered to the attention of the Secretary of the Company. EX-12 4 ex12.txt RATIO OF EARNINGS TO FIXED CHARGES EXHIBIT 12 THE NEW YORK TIMES COMPANY RATIO OF EARNINGS TO FIXED CHARGES (DOLLARS IN THOUSANDS, EXCEPT RATIOS) (UNAUDITED)
FOR THE QUARTER FOR THE YEARS ENDED ENDED -------------------------------------------------------------------- MARCH 31, DECEMBER 30, DECEMBER 31, DECEMBER 26, DECEMBER 27, DECEMBER 28, 2002 2001 2000 1999 1998 1997 ---------- ------------ ------------ ------------ ------------ ------------ EARNINGS FROM CONTINUING OPERATIONS BEFORE FIXED CHARGES Income from continuing operations before income taxes and income from joint ventures $ 89,226 $ 332,204 $ 637,830 $ 501,912 $ 454,423 $ 384,655 Less: Gain on disposition of assets and other-net 1,250 5,000 85,349 -- 18,452 20,388 Distributed earnings from less than fifty percent owned affiliates 150 14,859 19,375 13,061 18,192 14,982 Less: Pre-tax preferred stock dividends -- -- -- -- -- 129 ---------- ------------ ------------ ------------ ------------ ------------ Adjusted pre-tax earnings from continuing operations 88,126 342,063 571,856 514,973 454,163 379,120 Fixed charges less capitalized interest 14,419 64,069 80,876 63,313 56,029 54,805 ---------- ------------ ------------ ------------ ------------ ------------ Earnings from continuing operations before fixed charges $ 102,545 $ 406,132 $ 652,732 $ 578,286 $ 510,192 $ 433,925 ========== ============ ============ ============ ============ ============ FIXED CHARGES Interest expense, net of capitalized interest $ 11,567 $ 51,405 $ 68,566 $ 52,503 $ 46,927 $ 45,039 Capitalized interest 234 459 -- -- 173 5,394 Less: Pre-tax preferred stock dividends -- -- -- -- -- 129 Portion of rentals representative of interest factor 2,852 12,664 12,310 10,810 9,102 9,895 ---------- ------------ ------------ ------------ ------------ ------------ Fixed charges $ 14,653 $ 64,528 $ 80,876 $ 63,313 $ 56,202 $ 60,199 ========== ============ ============ ============ ============ ============ Ratio of earnings to fixed charges 7.00 6.29 8.07 9.13 9.08 7.21 ========== ============ ============ ============ ============ ============
Note: The Ratio of Earnings to Fixed Charges should be read in conjunction with this Form 10-Q as well as the Company's Form 10-K for the period ended December 30, 2001. -----END PRIVACY-ENHANCED MESSAGE-----