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 September 30, 2001
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Commission file number 1-5837
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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
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(Zip Code)
Registrant's telephone number, including area code 212-556-1234
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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 November 2, 2001 (exclusive of treasury shares):
Class A Common Stock 150,749,091 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)
Three Months Ended Nine Months Ended
----------------------------- -----------------------------
September 30, September 24, September 30, September 24,
2001 2000 2001 2000
----------------------------- -----------------------------
(13 Weeks) (39 Weeks)
Revenues
Advertising .......................................... $452,691 $539,043 $1,517,200 $1,760,708
Circulation .......................................... 188,244 178,120 561,203 541,946
Other ................................................ 55,958 50,488 156,925 144,282
-------- -------- ---------- ----------
Total ............................................. 696,893 767,651 2,235,328 2,446,936
-------- -------- ---------- ----------
Production costs
Raw materials ........................................ 71,625 81,049 240,611 247,561
Wages and benefits ................................... 145,398 146,251 446,958 458,365
Other ................................................ 110,849 112,180 331,506 332,613
-------- -------- ---------- ----------
Total ............................................. 327,872 339,480 1,019,075 1,038,539
Selling, general and administrative expenses ............. 287,760 315,510 972,297 969,021
-------- -------- ---------- ----------
Total ............................................. 615,632 654,990 1,991,372 2,007,560
-------- -------- ---------- ----------
Operating profit ......................................... 81,261 112,661 243,956 439,376
Income from joint ventures ............................... 2,415 3,929 4,072 11,178
Interest expense - net ................................... 11,249 17,516 36,439 48,048
Gain on disposition of assets and other-net .............. 1,250 22,172 3,750 22,172
-------- -------- ---------- ----------
Income from continuing operations before income taxes .... 73,677 121,246 215,339 424,678
Income taxes ............................................. 29,839 48,369 87,203 175,203
-------- -------- ---------- ----------
Income from continuing operations ........................ 43,838 72,877 128,136 249,475
-------- -------- ---------- ----------
Income from operations of discontinued Magazine Group -- 2,088 1,192 10,292
Gain on disposal of Magazine Group .................. -- -- 241,258 --
-------- -------- ---------- ----------
Discontinued operations, net of income taxes ............. -- 2,088 242,450 10,292
-------- -------- ---------- ----------
Net Income ............................................... $ 43,838 $ 74,965 $ 370,586 $ 259,767
======== ======== ========== ==========
Average Number of Common Shares
Basic ............................................... 155,853 166,564 158,833 169,670
Diluted ............................................. 158,881 169,903 161,901 173,367
Basic Earnings Per Share
Income from continuing operations ................... $ 0.28 $ 0.44 $ 0.81 $ 1.47
Discontinued operations, net of income taxes ........ -- 0.01 1.52 0.06
-------- -------- ---------- ----------
Net Income .......................................... $ 0.28 $ 0.45 $ 2.33 $ 1.53
======== ======== ========== ==========
Diluted Earnings Per Share
Income from continuing operations .................... $ 0.28 $ 0.43 $ 0.79 $ 1.44
Discontinued operations, net of income taxes ......... -- 0.01 1.50 0.06
-------- -------- ---------- ----------
Net Income ........................................... $ 0.28 $ 0.44 $ 2.29 $ 1.50
======== ======== ========== ==========
Dividends per share ...................................... $ 0.125 $ 0.115 $ 0.365 $ 0.335
======== ======== ========== ==========
See Notes to Condensed Consolidated Financial Statements.
2
THE NEW YORK TIMES COMPANY
CONDENSED CONSOLIDATED BALANCE SHEETS
(Dollars in thousands)
September 30, December 31,
2001 2000
------------- ------------
ASSETS (Unaudited)
CURRENT ASSETS
Cash and cash equivalents ........................ $ 54,576 $ 69,043
Accounts receivable-net .......................... 288,085 341,863
Inventories
Newsprint and magazine paper .................. 25,820 30,639
Work-in-process and other ..................... 3,544 4,425
---------- ----------
Total inventories ......................... 29,364 35,064
Deferred income taxes ............................ 62,939 62,939
Other current assets ............................. 50,318 101,079
---------- ----------
Total current assets ...................... 485,282 609,988
OTHER ASSETS
Investments in joint ventures .................... 96,074 107,320
Property, plant and equipment (less accumulated
depreciation of $1,146,545 in 2001
and $1,081,114 in 2000) ....................... 1,159,408 1,207,160
Intangible assets acquired
Cost in excess of net assets acquired (less
accumulated amortization of $323,715
in 2001 and $302,571 in 2000) ................. 1,024,842 1,060,796
Other intangible assets acquired (less
accumulated amortization of $130,552
in 2001 and $110,172 in 2000) ................. 398,768 419,302
Miscellaneous assets ............................. 211,126 202,113
---------- ----------
TOTAL ASSETS ......................................... $3,375,500 $3,606,679
========== ==========
See Notes to Condensed Consolidated Financial Statements.
3
THE NEW YORK TIMES COMPANY
CONDENSED CONSOLIDATED BALANCE SHEETS
(Dollars in thousands)
September 30, December 31,
2001 2000
------------- ------------
LIABILITIES AND STOCKHOLDERS' EQUITY (Unaudited)
CURRENT LIABILITIES
Commercial paper outstanding ........................................... $ 125,650 $ 291,251
Accounts payable ....................................................... 155,734 174,552
Accrued payroll and other related liabilities .......................... 82,643 126,983
Accrued expenses ....................................................... 210,570 190,748
Accrued income taxes ................................................... 136,968 9,852
Unexpired subscriptions ................................................ 62,159 81,385
Current portion of long-term debt and
capital lease obligations ........................................... 2,880 2,599
----------- -----------
Total current liabilities ........................................... 776,604 877,370
----------- -----------
OTHER LIABILITIES
Long-term debt ......................................................... 514,038 553,415
Capital lease obligations .............................................. 82,010 83,451
Deferred income taxes .................................................. 104,423 106,247
Other .................................................................. 735,959 705,033
----------- -----------
Total other liabilities ............................................. 1,436,430 1,448,146
----------- -----------
Total liabilities ................................................... 2,213,034 2,325,516
----------- -----------
STOCKHOLDERS' EQUITY
Capital stock of $.10 par value
Class A - authorized 300,000,000 shares; issued: 2001 -
169,163,427; 2000 - 166,526,108 (including treasury shares:
2001 - 17,196,428; 2000 - 5,000,000) ............................ 16,916 16,653
Class B - convertible - authorized 847,020 shares; issued:
2001 - 847,020; 2000 - 847,158 .................................. 85 85
Additional paid-in capital ............................................. 78,590 --
Deferred compensation on issuance of restricted
Class A common stock ................................................ (880) (1,127)
Accumulated other comprehensive loss ................................... (5,282) (2,693)
Retained earnings ...................................................... 1,779,737 1,467,103
Common stock held in treasury, at cost ................................. (706,700) (198,858)
----------- -----------
Total stockholders' equity .......................................... 1,162,466 1,281,163
----------- -----------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY ................................. $ 3,375,500 $ 3,606,679
=========== ===========
See Notes to Condensed Consolidated Financial Statements.
4
THE NEW YORK TIMES COMPANY
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOW
(Unaudited)
(Dollars in thousands)
Nine Months Ended
----------------------------
September 30, September 24,
2001 2000
----------------------------
(39 Weeks)
OPERATING ACTIVITIES
Net cash provided by operating activities ............ $ 351,600 $ 381,007
--------- ---------
INVESTING ACTIVITIES
Additions to property, plant and equipment ........... (57,102) (43,461)
Business acquired .................................... (2,636) (296,278)
Net proceeds from dispositions ....................... 436,672 55,980
Other-net ............................................ (214) (6,713)
--------- ---------
Net cash provided by/(used in) investing activities .. 376,720 (290,472)
--------- ---------
FINANCING ACTIVITIES
Commercial paper (payments)/borrowings ............... (165,601) 403,490
Redemption of subsidiary stock ....................... (25,000) --
Long-term debt
Proceeds ......................................... -- 40,000
Payments ......................................... (41,213) (101,839)
Capital shares
Issuances ........................................ 55,779 29,499
Repurchases ...................................... (508,509) (425,932)
Dividends paid to stockholders ....................... (58,243) (56,750)
--------- ---------
Net cash used in financing activities ................ (742,787) (111,532)
--------- ---------
Decrease in cash and cash equivalents ................ (14,467) (20,997)
Cash and cash equivalents at the beginning of the year 69,043 63,861
--------- ---------
Cash and cash equivalents at the end of the quarter .. $ 54,576 $ 42,864
========= =========
SUPPLEMENTAL CASH FLOW INFORMATION
BUSINESS ACQUIRED
In August 2001, the Company acquired certain assets and assumed certain
liabilities of a weekly newspaper, the Petaluma Argus-Courier, for
approximately $2.6 million in cash. The net assets acquired had a nominal
value.
In January 2000, the Company acquired certain assets ($313.8 million) and
assumed certain liabilities ($17.5 million) of a newspaper, the Worcester
Telegram & Gazette, for $296.3 million in cash.
OTHER
Amounts in these statements of cash flow are presented on a cash basis and
may differ from those shown in other sections of the financial statements.
See Notes to Condensed Consolidated Financial Statements.
5
THE NEW YORK TIMES COMPANY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
1. GENERAL
The accompanying Notes to 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 31, 2000,
for The New York Times Company (the "Company") filed with the Securities and
Exchange Commission (the "SEC"). 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 for the three-month periods and 39 weeks for
the nine-month periods.
Certain reclassifications have been made to the 2000 Condensed
Consolidated Financial Statements to conform with classifications used as of and
for the periods ended September 30, 2001.
2. RECENT ACCOUNTING PRONOUNCEMENTS
In August 2001, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards ("SFAS") No. 144, Accounting for the
Impairment or Disposal of Long-Lived Assets ("SFAS No. 144"). This statement
supersedes SFAS No. 121, Accounting for the Impairment of Long-Lived Assets and
for Long-Lived Assets to Be Disposed Of ("SFAS No. 121"). This statement also
supersedes the accounting and reporting provisions of Accounting Principles
Board ("APB") Opinion 30, Reporting the Results of Operations-Reporting the
Effects of Disposal of a Segment of a Business, and Extraordinary, Unusual and
Infrequently Occurring Events and Transactions, relating to the disposal of a
segment of a business ("APB Opinion 30"). SFAS No. 121 did not address the
accounting for a segment of a business accounted for as a discontinued operation
under APB 30 and therefore two accounting models existed for long-lived assets
to be disposed of. SFAS No. 144 established one accounting model for long-lived
assets (including those accounted for as a discontinued operation) to be
disposed of by sale and resolved certain implementation issues related to SFAS
No. 121. SFAS No. 144 will be effective for fiscal years beginning after
December 15, 2001. The Company is required to adopt SFAS No. 144 in the first
quarter of 2002 and is currently assessing the impact on its results of
operations and financial position.
In July 2001, the FASB issued SFAS No. 141, Business Combinations ("SFAS
No. 141") and SFAS No. 142, Goodwill and Other Intangible Assets ("SFAS No.
142"). SFAS No. 141 requires that the purchase method of accounting be used for
all business combinations initiated after June 30, 2001, and prohibits the use
of the pooling-of-interest method. The Company adopted SFAS No. 141 in the third
quarter of 2001. The adoption of SFAS No. 141 had no material impact on the
Company's results of operations or financial position. SFAS No. 142, upon
adoption, ceases the amortization of goodwill and requires, among other things,
a certain impairment approach on the carrying value of goodwill. An initial
goodwill impairment test must be completed in the year of adoption with at least
an annual impairment test thereafter. SFAS No. 142 will be effective for fiscal
years beginning after December 15, 2001. The Company is required to adopt SFAS
No. 142 in the first quarter of 2002 and is currently assessing the impact on
its results of operations and financial position.
6
Effective January 1, 2001, the Company adopted SFAS No. 133, as amended,
Accounting for Derivative Instruments and Hedging Activities ("SFAS No. 133").
SFAS No. 133 establishes accounting and reporting standards for derivative
instruments and for hedging activities. All derivatives, whether designated as
hedging activities or not, are required to be recorded on the balance sheet at
fair value. If the derivative is designated as a fair-value hedge, the changes
in the fair value of the derivative and the hedged item will be recognized in
earnings. If the derivative is designated as a cash-flow hedge, changes in the
fair value of the derivative will be recorded in other comprehensive income and
will be recognized in the statement of income when the hedged item affects
earnings. For derivatives that do not qualify as a hedge, changes in the fair
value will be recognized in earnings. SFAS No. 133 defines new requirements for
the designation of hedging relationships as well as ongoing effectiveness
assessments in order to use hedge accounting. The Company has various derivative
instruments, which are further detailed in Notes 6 and 9 to the Condensed
Consolidated Financial Statements in this Form 10-Q.
3. ACQUISITIONS/DISPOSITIONS
Petaluma Acquisition:
On August 31, 2001, the Company acquired certain assets and assumed
certain liabilities of a weekly newspaper, the Petaluma Argus-Courier, in
Petaluma, Calif., for approximately $2.6 million. The majority of the purchase
price was allocated to goodwill. The transaction was accounted for as a purchase
in accordance with SFAS No. 141. This acquisition does not have a material
impact on the Company's results of operations or financial position.
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, to Advance Publications, Inc., for approximately
$435.0 million. The Company recorded a gain from the sale of approximately
$412.0 million ($241.3 million after-tax), or $1.49 per share for the first nine
months of 2001. The income taxes related to this gain make up the principal
portion of "Accrued income taxes" in the Company's Condensed Consolidated
Balance Sheet as of September 30, 2001. The Internal Revenue Service has granted
all companies in the five boroughs of New York City an extension, in connection
with the September 11 terrorist attacks, on income taxes payable until the first
quarter of 2002. The Company will pay the income taxes related to the gain
within the extended time period.
The results of operations of the Magazine Group are reported as
discontinued operations for all periods presented. Revenues and operating profit
for the Magazine Group were as follows:
-------------------------------------------------------------------------------------------------
Three Months Ended Nine Months Ended
-------------------------------------------------------------
(IN MILLIONS) September 30, September 24, September 30, September 24,
2001 2000 2001 2000
-------------------------------------------------------------------------------------------------
Revenues $ -- $ 26.5 $ 26.5 $ 91.0
-------------------------------------------------------------------------------------------------
Operating Profit $ -- $ 3.5 $ 2.0 $ 17.6
-------------------------------------------------------------------------------------------------
Other Dispositions:
In the second half of 2000, the Company sold seven newspapers and nine
telephone directory operations ("divested Regionals"). In connection with the
sale of one of these papers, the Santa Barbara News-Press, the Company entered
into a five-year, $25.0 million non-compete agreement. This amount will be
recognized as income on a straight-line basis over
7
the life of the agreement, and is included in the "Gain on disposition of assets
and other-net" line on the Company's Condensed Consolidated Statements of
Income.
In the first quarter of 2001, the Company sold substantially all of its
investment in TheStreet.com. The proceeds of the sale approximated carrying
value.
4. REDEMPTION OF SUBSIDIARY STOCK
Since the Company did not issue a new class of stock to the public by
December 31, 2000, the former stockholders of Abuzz Technologies, Inc. (acquired
in July 1999) and certain optionees of a subsidiary of the Company have since
required such subsidiary to redeem their shares for cash in the amount of $25.0
million. This redemption occurred in the first quarter of 2001.
5. INCOME TAXES
Reconciliations between the effective rate on income before income taxes
and the federal statutory rate are as follows:
------------------------------------------------------------------------------------------------------------------------------------
Three Months Ended Nine Months Ended
-------------------------------------------------------------------------------------
September 30, 2001 September 24, 2000 September 30, 2001 September 24, 2000
-------------------------------------------------------------------------------------
% of % of % of % of
(Dollars in thousands) Amount Pre-tax Amount Pre-tax Amount Pre-tax Amount Pre-tax
------------------------------------------------------------------------------------------------------------------------------------
Tax at the federal statutory rate ......... $25,349 35.0% $ 34,676 35.0% $ 74,056 35.0% $ 140,877 35.0%
State and local income taxes-net of federal
benefit ................................... 1,700 2.3 4,557 4.6 7,406 3.5 20,125 5.0
Amortization of nondeductible intangible
assets acquired ........................... 2,223 3.1 1,387 1.4 4,867 2.3 6,843 1.7
Other-net ................................. 61 0.1 (211) (0.2) (645) (0.3) (602) (0.1)
-------------------------------------------------------------------------------------
Subtotal .................................. 29,333 40.5% 40,409 40.8% 85,684 40.5% 167,243 41.6%
-------------------------------------------------------------------------------------
Gain on disposition of assets and other-net 506 -- 7,960 -- 1,519 -- 7,960 --
-------------------------------------------------------------------------------------
Income tax expense ........................ $29,839 -- $ 48,369 -- $ 87,203 -- $ 175,203 --
====================================================================================
6. DEBT OBLIGATIONS
In June 2001, the Company decreased the amount available to borrow under
its revolving credit agreements from $600.0 million to $540.0 million based on
expected liquidity needs. The Company's one-year credit agreement was renewed
and decreased to $270.0 million from $300.0 million and will now mature in June
2002. The Company's multi-year credit agreement was renewed and decreased to
$270.0 million from $300.0 million and will now mature in June 2006. These
revolving credit agreements require, among other provisions, specified levels
(amended in the second quarter of 2001) of stockholders' equity. Approximately
$362.5 million of stockholders' equity was unrestricted under these agreements
as of September 30, 2001, and $262.7 million was unrestricted at December 31,
2000. The increase in the level of unrestricted stockholders' equity was
primarily due to an amendment to the level of restricted stockholders' equity,
partially offset by stock repurchases.
The Company had $125.7 million in commercial paper outstanding at
September 30, 2001, and $291.3 million at December 31, 2000. Commercial paper
was paid down with funds available to the Company from the sale of the Magazine
Group and GolfDigest.com. These obligations are supported by the revolving
credit agreements, which had no amounts
8
outstanding as of September 30, 2001, and December 31, 2000. The amount
available under the commercial paper facility was $414.4 million as of September
30, 2001.
On September 28, 2001, the Company repaid $40.0 million in 7% subordinated
convertible notes that were issued in March 2000 to three venture capital firms.
These notes, which were to mature in March 2003, allowed the venture capital
firms to call the notes beginning January 1, 2002, if the Company did not issue
a new class of stock ("Class C Stock") by this date. With the agreement of the
venture capitalists, the Company repaid the notes prior to the call and maturity
dates, so as to take advantage of lower interest rates on commercial paper
borrowings.
In the second quarter of 2001, the Company entered into interest rate swap
agreements, designated as fair-value hedges as defined under SFAS No. 133, based
on notional amounts totaling $100.0 million with variable interest rates which
are reset quarterly based on three-month LIBOR. These agreements were entered
into to manage a portion of the Company's exposure to changes in the fair value
of its 10-year $250.0 million 7.625% notes that mature on March 15, 2005. The
fair value of the swap agreements as of September 30, 2001, was not material.
The difference between fixed and variable interest rates to be paid or received
is accrued as interest rates change, and recognized over the life of the
agreements as an adjustment to interest expense.
The Company's total debt, including commercial paper and capital leases,
was $724.6 million at September 30, 2001, and $930.7 million at December 31,
2000. The decrease in total debt was primarily from a decrease in commercial
paper outstanding, which was paid down with the proceeds received from the sale
of the Magazine Group and GolfDigest.com as well as the repayment of the
Company's $40.0 million in 7% subordinated convertible notes.
7. COMMON STOCK
During the first nine months of 2001, the Company repurchased 12.2 million
shares of Class A Common Stock at a cost of $508.5 million. The average price of
these repurchases was $41.64 per share. On April 17, 2001, the Board of
Directors authorized an additional $300.0 million of repurchase expenditures
under the Company's stock repurchase program. As of November 2, 2001, the
remaining amount of the aggregate repurchase authorization from the Company's
Board of Directors was $196.7 million. Since the end of the quarter, the Company
has repurchased approximately 1.3 million shares at a cost of $50.3 million.
On April 17, 2001, 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 $.115 per share to $.125 per share, effective with the June 2001
dividend.
8. STAFF REDUCTIONS
The Company recorded work force reduction expenses of $5.4 million and
$84.5 million in the third quarter and first nine months of 2001. Total work
force reduction expenses of $3.8 million were recorded in the third quarter and
first nine months of 2000. These charges are included in "Selling, general and
administrative expenses" in the Company's Condensed Consolidated Statements of
Income. Accruals for these work force reduction expenses are primarily included
in "Accrued expenses" on the Company's Condensed Consolidated Balance Sheets and
amounted to $29.4 million at September 30, 2001, and $13.6 million at December
31, 2000. Most of the accruals outstanding at September 30, 2001, will be paid
within one year.
9
9. COMPREHENSIVE INCOME
Comprehensive income for the Company principally includes unrealized
gains/(losses) on available-for-sale securities, as defined under SFAS No. 115,
Accounting for Certain Investments in Debt and Equity Securities, foreign
currency translation adjustments, as well as net income reported in the
Company's Condensed Consolidated Statements of Income.
As of September 30, 2001, the Company has a derivative instrument that is
designated as a cash-flow hedge as defined under SFAS No. 133. This derivative
instrument, which will nominally reduce the Company's exposure to fluctuations
in newsprint prices, was entered into in 1998 and is effective beginning in 2002
through 2008. The adoption of SFAS No. 133 in 2001 resulted in a pre-tax
increase to comprehensive income of $5.3 million related to this derivative
instrument.
Comprehensive income for 2001 and 2000 was as follows:
--------------------------------------------------------------------------------------------------------------
Three Months Ended Nine Months Ended
-----------------------------------------------------------
September 30, September 24, September 30, September 24,
(DOLLARS IN THOUSANDS) 2001 2000 2001 2000
---------------------------------------------------------------------------------------------------------------
Net Income $ 43,838 $ 74,965 $ 370,586 $ 259,767
Foreign currency translation losses (747) (1,428) (1,008) (540)
Change in unrealized losses on marketable securities (43) (2,523) (211) (18,291)
Cumulative effect of change in accounting principle
(SFAS 133) on other comprehensive income -- -- 5,272 --
Unrealized derivative losses on cash-flow hedge (5,786) -- (8,464) --
Income tax benefit 2,704 1,330 1,823 8,598
---------------------------------------------------------------------------------------------------------------
Comprehensive income $ 39,966 $ 72,344 $ 367,998 $ 249,534
==============================================================================================================
The "Accumulated other comprehensive loss" on the Company's Condensed
Consolidated Balance Sheets was net of a deferred income tax asset of $4.1
million as of September 30, 2001, and $2.3 million as of December 31, 2000.
10
10. SEGMENT STATEMENTS OF INCOME
Beginning in 2001, the Company's reportable segments consist of
Newspapers, Broadcast and 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.
Prior to 2001, the Magazine Group was reported as a separate segment, but it has
since been sold and its results of operations are classified as discontinued
operations for all periods presented.
---------------------------------------------------------------------------------------------------------------------
Three Months Ended Nine Months Ended
------------------------------------------------------------
September 30, September 24, September 30, September 24,
(DOLLARS IN THOUSANDS) 2001 2000 2001 2000
---------------------------------------------------------------------------------------------------------------------
REVENUES
Newspapers ........................................ $ 653,626 $ 718,625 $ 2,097,017 $ 2,294,226
Broadcast ......................................... 31,713 37,484 102,852 113,161
New York Times Digital ............................ 14,363 16,076 43,754 49,156
Intersegment eliminations (A) ..................... (2,809) (4,534) (8,295) (9,607)
------------------------------------------------------------
Total ....................................... $ 696,893 $ 767,651 $ 2,235,328 $ 2,446,936
============================================================
OPERATING PROFIT (LOSS)
Newspapers ........................................ $ 81,894 $ 126,223 $ 255,535 $ 469,366
Broadcast ......................................... 6,149 10,231 24,359 31,248
New York Times Digital ............................ 786 (17,002) (8,693) (34,924)
Unallocated corporate expenses .................... (7,568) (6,791) (27,245) (26,314)
------------------------------------------------------------
Total ....................................... 81,261 112,661 243,956 439,376
Income from joint ventures .............................. 2,415 3,929 4,072 11,178
Interest expense-net .................................... 11,249 17,516 36,439 48,048
Gain on disposition of assets and other-net ............. 1,250 22,172 3,750 22,172
------------------------------------------------------------
Income from continuing operations before
Income taxes ...................................... 73,677 121,246 215,339 424,678
Income taxes ............................................ 29,839 48,369 87,203 175,203
------------------------------------------------------------
Income from continuing operations ....................... 43,838 72,877 128,136 249,475
------------------------------------------------------------
Income from operations of discontinued
Magazine Group .............................. -- 2,088 1,192 10,292
Gain on disposal of Magazine Group ................ -- -- 241,258 --
------------------------------------------------------------
Discontinued operations, net of income taxes............. -- 2,088 242,450 10,292
------------------------------------------------------------
Net Income .............................................. $ 43,838 $ 74,965 $ 370,586 $ 259,767
============================================================
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 revenues between New York
Times Digital and other segments.
11
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
OVERVIEW
Advertising revenues accounted for approximately 65% and circulation
revenues accounted for 27% of the Company's total revenues in the third quarter
and for the first nine months of 2001. For the first nine months of 2001, the
Company experienced a decline in its advertising revenue compared with the first
nine months of 2000. Given the decline in the Company's advertising revenue to
date, as well as the slowing U.S. economy and its uncertain impact on the
advertising environment for the remainder of the year, the Company anticipates
Newspaper Group advertising revenues for 2001 to be below the level of last
year. To help offset these advertising revenue declines, the Company will
continue to implement additional cost containment initiatives as well as attain
continuing benefits from a staff reduction program initiated earlier this year.
Furthermore, the Company increased circulation prices to mitigate the
advertising revenue decline.
Newsprint is the major component of the Company's cost of raw materials.
Newsprint market prices were higher in the third quarter of 2001 than 2000
levels but are expected to be below the 2000 levels for the remainder of the
year. Additionally, based on current market trends newsprint prices are expected
to be lower in 2002 than 2001.
The September 11 terrorist attacks affected all business groups throughout
the Company, with the biggest impact on the Company coming from the Newspaper
Group. At the Newspaper Group, a decrease in advertising revenue was partly
offset by an increase in circulation revenue resulting from all of the Company's
newspapers experiencing increased demand after September 11. Furthermore, the
Company incurred additional expenses in producing and distributing additional
newspaper copies and in providing its readers, users and viewers with coverage
and analysis of the war against terrorism.
Because of the lack of visibility on advertising revenues due to the
uncertain economic outlook and its effect on consumer confidence, the Company is
not providing earnings guidance for 2001 at this time.
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 volume 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. This trend has been masked
thus far in the current year, as advertising revenue has continued to decrease
in the first three quarters due to a significant cyclical decline.
ACQUIRED/SOLD PROPERTIES
On August 31, 2001, the Company acquired certain assets and assumed
certain liabilities of a weekly newspaper, the Petaluma Argus-Courier, in
Petaluma, Calif., for approximately $2.6 million. The majority of the purchase
price was allocated to goodwill. This transaction was accounted for as a
purchase in accordance with SFAS No. 141. This acquisition does not have a
material impact on the Company's results of operations or financial position.
12
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, to Advance Publications, Inc., for approximately
$435.0 million. The Company recorded a gain from the sale of approximately
$412.0 million ($241.3 million after-tax), or $1.49 per share for the first nine
months of 2001. The income taxes related to this gain make up the principal
portion of "Accrued income taxes" in the Company's Condensed Consolidated
Balance Sheet as of September 30, 2001. The Internal Revenue Service has granted
all companies in the five boroughs of New York City an extension, in connection
with the September 11 terrorist attacks, on income taxes payable until the first
quarter of 2002. The Company will pay the income taxes related to the gain
within this extended time period.
The results of operations of the Magazine Group are reported as
discontinued operations for all periods presented. Revenues, operating profit
and EBITDA (earnings before interest, taxes, depreciation and amortization) for
the Magazine Group were as follows:
-----------------------------------------------------------------------------------------------
Three Months Ended Nine Months Ended
-------------------------------------------------------------------
September 30, September 24, September 30, September 24,
(IN MILLIONS) 2001 2000 2001 2000
-----------------------------------------------------------------------------------------------
Revenues $ -- $26.5 $26.5 $91.0
-----------------------------------------------------------------------------------------------
Operating Profit $ -- $ 3.5 $ 2.0 $17.6
-----------------------------------------------------------------------------------------------
EBITDA $ -- $ 3.8 $ 2.3 $18.6
-----------------------------------------------------------------------------------------------
Diluted earnings per share from continuing operations and discontinued
operations for 2000 were as follows:
----------------------------------------------------------------------------------------------------------------------
For the Quarters Ended For the Year Ended
----------------------------------------------------------------------
March 26, June 25, September 24, December 31, December 31,
DILUTED EARNINGS PER SHARE: 2000 2000 2000 2000 2000
----------------------------------------------------------------------------------------------------------------------
Income from continuing operations $0.46 $0.56 $0.43 $0.82 $2.26
----------------------------------------------------------------------------------------------------------------------
Discontinued operations, net of income taxes $0.01 $0.03 $0.01 $0.01 $0.06
----------------------------------------------------------------------------------------------------------------------
Net Income $0.47 $0.59 $0.44 $0.83 $2.32
----------------------------------------------------------------------------------------------------------------------
In the second half of 2000, the Company sold seven newspapers and nine
telephone directory operations ("divested Regionals"). In connection with the
sale of one of these papers, the Santa Barbara News-Press, the Company entered
into a five-year, $25.0 million non-compete agreement (the "non-compete
agreement"). This amount will be recognized as income on a straight-line basis
over the life of the agreement, and is included in the "Gain on disposition of
assets and other-net" line on the Company's Condensed Consolidated Statements of
Income.
SPECIAL ITEMS
Total special items after-tax amounted to $2.5 million ($.02 per share) in
the third quarter and $193.2 million ($1.19 per share) for the first nine months
of 2001.
Special items in the third quarter of 2001 included the following:
o A $5.4 million pre-tax charge ($.02 per share) for work force
reduction expenses.
o $1.3 million in income on a pre-tax basis related to the non-compete
agreement.
Special items for the first nine months of 2001 included the following:
o An $84.5 million pre-tax charge ($.31 per share) for work force
reduction expenses.
o $3.8 million in income on a pre-tax basis ($.01 per share) related
to the non-compete agreement.
o A $412.0 million pre-tax gain ($1.49 per share) resulting from the
sale of the Magazine Group.
13
Total special items after-tax amounted to $12.0 million ($.07 per share)
in the third quarter and for the first nine months of 2000.
Special items for both the third quarter and first nine months of 2000
included the following:
o A $22.2 million pre-tax gain ($.08 per share) principally resulting
from the sale of four newspapers and nine telephone directory
operations, partially offset by the loss on the disposition of the
Company's interest in an online venture.
o A $3.8 million pre-tax charge ($.01 per share) for work force
reduction expenses.
OPERATING RESULTS
The Company's consolidated financial results for the quarter and nine
months ended September 30, 2001, compared with the quarter and nine months ended
September 24, 2000, were as follows:
-------------------------------------------------------------------------------------------------------------------------------
Three Months Ended Nine Months Ended
---------------------------------------------------------------------------------
September 30, September 24, September 30, September 24,
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA) 2001 2000 % Change 2001 2000 % Change
-------------------------------------------------------------------------------------------------------------------------------
Revenues $ 696,893 $767,651 (9.2) $2,235,328 $2,446,936 (8.6)
-------------------------------------------------------------------------------------------------------------------------------
Operating profit $ 81,261 $112,661 (27.9) $ 243,956 $ 439,376 (44.5)
-------------------------------------------------------------------------------------------------------------------------------
Net Income before special items $ 46,323 $ 62,987 (26.5) $ 177,391 $ 247,789 (28.4)
Special items (2,485) 11,978 * 193,195 11,978 *
-------------------------------------------------------------------------------------------------------------------------------
Net Income $ 43,838 $ 74,965 (41.5) $ 370,586 $ 259,767 42.7
-------------------------------------------------------------------------------------------------------------------------------
Diluted earnings per share:
Net Income before special items $ 0.30 $ 0.37 (18.9) $ 1.10 $ 1.43 (23.1)
Special items (0.02) 0.07 * 1.19 0.07 *
-------------------------------------------------------------------------------------------------------------------------------
Diluted earnings per share $ 0.28 $ 0.44 (36.4) $ 2.29 $ 1.50 52.7
-------------------------------------------------------------------------------------------------------------------------------
* Represents percentages greater than or equal to 100% (see table above and
tables on pages 16 and 21).
Excluding the divested Regionals, in the third quarter of 2001 total
revenues for the Company decreased 7.7% to $696.9 million from $754.9 million in
the third quarter of 2000 and advertising revenue decreased 14.5% to $452.7
million in the third quarter of 2001 from $529.5 million in the third quarter of
2000. On the same basis, for the first nine months of 2001 total revenues for
the Company decreased 7.1% to $2.2 billion from $2.4 billion for the first nine
months of 2000 and advertising revenue decreased 12.3% to $1.5 billion for the
first nine months of 2001 from $1.7 billion for the first nine months of 2000.
Operating profit in the third quarter of 2001 decreased 25.0% to $86.7
million from $115.6 million in the third quarter of 2000, excluding special
items. On the same basis, operating profit for the first nine months of 2001
decreased 25.7% to $328.5 million from $442.3 million in the corresponding
period of 2000.
The 2001 third-quarter net income decreased 26.5% to $46.3 million from
$63.0 million in the third quarter of 2000, excluding special items. On the same
basis, net income for the first nine months of 2001 decreased 28.4% to $177.4
million from $247.8 million for the first nine months of 2000.
The decreases in operating results, excluding special items, were
primarily due to a slowing U.S. economy, which resulted in lower advertising
revenue as compared with last year, particularly in the help-wanted category, as
well as a fall-off in dot-com and technology advertising. The decrease in
advertising revenue was partly offset by an increase in circulation revenue for
the first nine months of 2001 due to certain price increases at The Times and
The Globe. In addition, the terrorist attacks on September 11, 2001, affected
all business groups throughout the Company, with the biggest impact
14
on the Company coming from the Newspaper Group. At the Newspaper Group, a
decrease in advertising revenue was partly offset by an increase in circulation
revenue resulting from all of the Company's newspapers experiencing increased
demand after September 11. Furthermore, the Company incurred additional expenses
in producing and distributing additional newspaper copies and in providing its
readers, users and viewers with coverage and analysis of the war against
terrorism.
EBITDA
EBITDA for the third quarter and first nine months of 2001 and 2000 were
as follows:
------------------------------------------------------------------------------------------------------------------------
Three Months Ended Nine Months Ended
---------------------------------------------------------------------------------------
September 30, September 24, September 30, September 24,
(IN MILLIONS) 2001 2000 % Change 2001 2000 % Change
------------------------------------------------------------------------------------------------------------------------
EBITDA (excluding special items) $137.4 $170.5 (19.4) $477.7 $607.9 (21.4)
------------------------------------------------------------------------------------------------------------------------
EBITDA (including special items) $132.0 $167.6 (21.2) $393.2 $605.0 (35.0)
------------------------------------------------------------------------------------------------------------------------
Special items that impact 2001 EBITDA include a $5.4 million charge and an
$84.5 million charge in the third quarter and for the first nine months of the
year related to work force reduction expenses. EBITDA for 2000 included special
items of a $2.9 million charge for work force reduction expenses in the third
quarter and first nine months of the year.
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 third quarter and first nine
months of 2001 and 2000 were as follows:
---------------------------------------------------------------------------------------------------------------
Three Months Ended Nine Months Ended
--------------------------------------------------------------------------------------
September 30, September 24, September 30, September 24,
(DOLLARS IN THOUSANDS) 2001 2000 % Change 2001 2000 % Change
---------------------------------------------------------------------------------------------------------------
Production costs
Raw materials $ 71,625 $ 81,049 (11.6) $ 240,611 $ 247,561 (2.8)
Wages and benefits 145,398 146,251 (0.6) 446,958 458,365 (2.5)
Other 110,849 112,180 (1.2) 331,506 332,613 (0.3)
---------------------------------------------------------------------------------------------------------------
Total production costs 327,872 339,480 (3.4) 1,019,075 1,038,539 (1.9)
Selling, general and
administrative expenses 287,760 315,510 (8.8) 972,297 969,021 0.3
---------------------------------------------------------------------------------------------------------------
Total expenses $615,632 $654,990 (6.0) $1,991,372 $2,007,560 (0.8)
---------------------------------------------------------------------------------------------------------------
Excluding the divested Regionals, total production costs decreased 2.0% in
the third quarter and remained flat for the first nine months of 2001.
In the third quarter of 2001, the Company's newsprint expense decreased
7.7% compared with the 2000 third quarter, excluding the divested Regionals.
This resulted from an increase in the average cost per ton of newsprint of 1.6%,
which was more than offset by a decrease in consumption of 9.3%. On the same
basis, for the first nine months of 2001, the Company's newsprint expense
remained flat compared with the same period last year, as an increase in the
average cost per ton of newsprint of 10.9% was offset by a decrease in
consumption of 10.8%. The decrease in consumption in the third quarter and first
nine months of 2001 was due to lower advertising volume and web-width reductions
at The Boston Globe and seven of the Company's other newspapers.
Excluding the divested Regionals and work force reduction expenses,
selling, general and administrative expenses decreased 7.7% and 6.1% in
15
the third quarter and for the first nine months of 2001 compared with the
corresponding periods in 2000, principally due to lower compensation and
promotion costs.
The Company currently expects total expenses for the year, excluding work
force reduction charges and divestitures, to decrease 2% to 4% compared with the
prior year and are likely to decrease closer to 4%.
OTHER
Interest expense-net decreased to $11.2 million in the 2001 third quarter
and $36.4 million for the first nine months of 2001 compared with $17.5 million
and $48.0 million in the year earlier periods. The decrease was due to lower
amounts of debt outstanding.
The effective income tax rate for the third quarter of 2001 was 40.5%
compared with 40.8% in the 2000 third quarter. For the first nine months of
2001, the effective income tax rate was 40.5% compared with 41.6% in the first
nine months of 2000. The decreases for both the quarter and for the first nine
months of 2001 were primarily due to lower state and local income taxes.
Consolidated revenues, EBITDA, depreciation and amortization and operating
profit by business segment were as follows:
----------------------------------------------------------------------------------------------------------------------
Three Months Ended Nine Months Ended
---------------------------------------------------------------------------------------
September 30, September 24, September 30, September 24,
(DOLLARS IN THOUSANDS) 2001 2000 % Change 2001 2000 % Change
----------------------------------------------------------------------------------------------------------------------
REVENUES
Newspapers ................... $ 653,626 $ 718,625 (9.0) $ 2,097,017 $ 2,294,226 (8.6)
Broadcast .................... 31,713 37,484 (15.4) 102,852 113,161 (9.1)
New York Times Digital ....... 14,363 16,076 (10.7) 43,754 49,156 (11.0)
Intersegment eliminations (A) (2,809) (4,534) 38.0 (8,295) (9,607) 13.7
--------------------------------------------------------------------------------
Total ..................... $ 696,893 $ 767,651 (9.2) $ 2,235,328 $ 2,446,936 (8.6)
================================================================================
EBITDA
Newspapers ................... $ 122,174 $ 167,494 (27.1) $ 376,623 $ 594,582 (36.7)
Broadcast .................... 10,093 14,251 (29.2) 36,453 43,869 (16.9)
New York Times Digital ....... 2,679 (14,365) * (3,256) (26,994) 87.9
Unallocated corporate expenses (5,433) (3,789) (43.4) (20,937) (17,881) (17.1)
Joint ventures ............... 2,503 4,016 (37.7) 4,336 11,440 (62.1)
--------------------------------------------------------------------------------
Total ..................... $ 132,016 $ 167,607 (21.2) $ 393,219 $ 605,016 (35.0)
================================================================================
DEPRECIATION AND AMORTIZATION
Newspapers ................... $ 40,280 $ 41,271 (2.4) $ 121,088 $ 125,216 (3.3)
Broadcast .................... 3,944 4,020 (1.9) 12,094 12,621 (4.2)
New York Times Digital ....... 1,893 2,637 (28.2) 5,437 7,930 (31.4)
Corporate .................... 2,135 3,002 (28.9) 6,308 8,433 (25.2)
Joint ventures ............... 88 88 -- 264 264 --
--------------------------------------------------------------------------------
Total ..................... $ 48,340 $ 51,018 (5.2) $ 145,191 $ 154,464 (6.0)
================================================================================
OPERATING PROFIT (LOSS)
Newspapers ................... $ 81,894 $ 126,223 (35.1) $ 255,535 $ 469,366 (45.6)
Broadcast .................... 6,149 10,231 (39.9) 24,359 31,248 (22.0)
New York Times Digital ....... 786 (17,002) * (8,693) (34,924) 75.1
Unallocated corporate expenses (7,568) (6,791) (11.4) (27,245) (26,314) (3.5)
--------------------------------------------------------------------------------
Total ..................... $ 81,261 $ 112,661 (27.9) $ 243,956 $ 439,376 (44.5)
================================================================================
(A) Intersegment eliminations primarily include revenues between New York Times
Digital and other segments.
16
NEWSPAPER GROUP: The Newspaper Group consists of The New York Times ("The
Times"), the New England Newspaper Group, which includes The Boston Globe ("The
Globe") and the Worcester Telegram & Gazette (the "T&G"), 15 other newspapers,
newspaper distributors, a news service, a features syndicate, TimesDigest, and
licensing of the trademarks and copyrights of The Times and The Globe.
--------------------------------------------------------------------------------------------------------------
Three Months Ended Nine Months Ended
--------------------------------------------------------------------------------------
September 30, September 24, September 30, September 24,
(DOLLARS IN THOUSANDS) 2001 2000 % Change 2001 2000 % Change
--------------------------------------------------------------------------------------------------------------
Revenues $653,626 $718,625 (9.0) $2,097,017 $2,294,226 (8.6)
--------------------------------------------------------------------------------------------------------------
EBITDA $122,174 $167,494 (27.1) $ 376,623 $ 594,582 (36.7)
--------------------------------------------------------------------------------------------------------------
Operating profit $ 81,894 $126,223 (35.1) $ 255,535 $ 469,366 (45.6)
--------------------------------------------------------------------------------------------------------------
Excluding the divested Regionals, total Newspaper Group revenues for the
third quarter of 2001 decreased 7.4% to $653.6 million from $705.9 million in
the 2000 third quarter. On the same basis, for the first nine months of 2001,
total Newspaper Group revenues decreased 7.0% to $2.1 billion from $2.3 billion
for the first nine months of 2000.
Operating profit for the Newspaper Group decreased 31.8% to $87.3 million
in the third quarter of 2001 from $128.0 million in the 2000 third quarter,
excluding special items. For the first nine months of 2001, operating profit
decreased 28.6% to $336.2 million from $471.1 million for the first nine months
of 2000, excluding special items.
Excluding special items and the divested Regionals, total Newspaper Group
operating profit decreased 31.0% and 27.9% for the third quarter and for the
first nine months of 2001.
The decrease in results was principally attributable to a slowing U.S.
economy, which resulted in lower advertising revenue as compared with last year,
particularly in the help-wanted category, as well as a fall-off in dot-com and
technology advertising. Advertising revenue declined across the entire Newspaper
Group. Circulation revenue rose at The Times and The Globe primarily due to
price increases at both newspapers, partially offset by reductions in volume.
Additionally, the terrorist attacks on September 11, 2001, resulted in decreased
advertising revenue, which was partially offset by an increase in circulation
revenue resulting from all of the Company's newspapers experiencing increased
demand after September 11. The Newspaper Group also incurred additional expenses
in producing and distributing additional newspaper copies and in providing its
readers coverage and analysis of the war against terrorism. The Company
currently expects advertising revenue in the Newspaper Group for 2001 to be
below the level of last year.
17
Advertising, circulation and other revenue, by major product of the
Newspaper Group, were as follows:
-----------------------------------------------------------------------------------------------------------------
Three Months Ended Nine Months Ended
-----------------------------------------------------------------------------------
September 30, September 24, September 30, September 24,
(DOLLARS IN THOUSANDS) 2001 2000 % Change 2001 2000 % Change
-----------------------------------------------------------------------------------------------------------------
THE NEW YORK TIMES
Advertising $ 235,982 $ 275,836 (14.4) $ 818,044 $ 941,414 (13.1)
Circulation 126,189 114,925 9.8 373,821 349,176 7.1
Other 40,625 37,206 9.2 110,897 101,809 8.9
----------------------------------------------------------------------------------------------------------------
Total $ 402,796 $ 427,967 (5.9) $1,302,762 $1,392,399 (6.4)
----------------------------------------------------------------------------------------------------------------
NEW ENGLAND NEWSPAPER GROUP
Advertising $ 102,270 $ 129,827 (21.2) $ 337,445 $ 406,369 (17.0)
Circulation 40,676 39,106 4.0 120,347 116,128 3.6
Other 6,417 5,669 13.2 19,863 17,059 16.4
----------------------------------------------------------------------------------------------------------------
Total $ 149,363 $ 174,602 (14.5) $ 477,655 $ 539,556 (11.5)
----------------------------------------------------------------------------------------------------------------
REGIONAL NEWSPAPERS
Advertising $ 76,822 $ 87,959 (12.7) $ 239,237 $ 273,860 (12.6)
Circulation 21,378 24,089 (11.3) 67,034 76,642 (12.5)
Other 3,267 4,008 (18.5) 10,329 11,769 (12.2)
----------------------------------------------------------------------------------------------------------------
Total $ 101,467 $ 116,056 (12.6) $ 316,600 $ 362,271 (12.6)
----------------------------------------------------------------------------------------------------------------
TOTAL NEWSPAPER GROUP
Advertising $ 415,074 $ 493,622 (15.9) $1,394,726 $1,621,643 (14.0)
Circulation 188,243 178,120 5.7 561,202 541,946 3.6
Other 50,309 46,883 7.3 141,089 130,637 8.0
----------------------------------------------------------------------------------------------------------------
Total $ 653,626 $ 718,625 (9.0) $2,097,017 $2,294,226 (8.6)
================================================================================================================
The percentage change excluding the divested Regionals was as follows:
------------------------------------------------------------
Three Months Ended Nine Months Ended
--------------------------------------
September 30, September 30,
2001 2001
-------------------------------------------------------------
REGIONAL NEWSPAPERS
Advertising (2.1) (2.0)
Circulation (0.3) (1.7)
Other (4.0) 3.3
------------------------------------------------------------
Total (1.8) (1.7)
------------------------------------------------------------
TOTAL NEWSPAPER GROUP
Advertising (14.3) (12.4)
Circulation 7.3 5.2
Other 8.7 9.5
------------------------------------------------------------
Total (7.4) (7.0)
============================================================
18
Advertising volume was as follows:
--------------------------------------------------------------------------------------------------------------------
Three Months Ended Nine Months Ended
-----------------------------------------------------------------------------------
(INCHES IN THOUSANDS, PREPRINTS September 30, September 24, September 30, September 24,
IN THOUSANDS OF COPIES) 2001 2000 % Change 2001 2000 % Change
--------------------------------------------------------------------------------------------------------------------
THE NEW YORK TIMES
Retail 88.2 111.4 (20.8) 326.0 379.5 (14.1)
National 298.4 348.6 (14.4) 1,001.0 1,185.9 (15.6)
Classified 182.1 232.0 (21.5) 603.5 738.9 (18.3)
Zoned 187.8 219.6 (14.5) 706.0 742.8 (5.0)
--------------------------------------------------------------------------------------------------------------------
Total 756.5 911.6 (17.0) 2,636.5 3,047.1 (13.5)
--------------------------------------------------------------------------------------------------------------------
Preprints 101,661 98,940 2.8 325,445 301,955 7.8
--------------------------------------------------------------------------------------------------------------------
NEW ENGLAND NEWSPAPER GROUP
Retail 179.7 204.0 (11.9) 590.5 635.9 (7.1)
National 174.7 203.1 (14.0) 564.4 640.1 (11.8)
Classified 414.4 475.5 (12.8) 1,262.2 1,449.6 (12.9)
Zoned 209.4 174.5 20.0 638.7 545.7 17.1
--------------------------------------------------------------------------------------------------------------------
Total 978.2 1,057.1 (7.5) 3,055.8 3,271.3 (6.6)
--------------------------------------------------------------------------------------------------------------------
Preprints 215,975 234,929 (8.1) 674,471 711,855 (5.3)
--------------------------------------------------------------------------------------------------------------------
REGIONAL NEWSPAPERS
Retail 1,342.4 1,657.2 (19.0) 4,144.4 5,311.0 (22.0)
National 54.8 70.0 (21.8) 169.3 219.0 (22.7)
Classified 1,753.2 2,061.0 (14.9) 5,225.4 6,163.4 (15.2)
Legal 72.3 94.9 (23.8) 288.1 429.2 (32.9)
--------------------------------------------------------------------------------------------------------------------
Total 3,222.7 3,883.1 (17.0) 9,827.2 12,122.6 (18.9)
--------------------------------------------------------------------------------------------------------------------
Preprints 233,126 258,612 (9.9) 747,561 811,589 (7.9)
--------------------------------------------------------------------------------------------------------------------
The percentage change excluding the divested Regionals was as follows:
---------------------------------------------------------
Three Months Ended Nine Months Ended
---------------------------------------
September 30, September 30,
2001 2001
---------------------------------------------------------
REGIONAL NEWSPAPERS
Retail (0.1) (2.3)
National 3.9 0.5
Classified (2.0) (1.6)
Legal (4.8) (10.3)
---------------------------------------------------------
Total (1.2) (2.2)
---------------------------------------------------------
Preprints (1.9) 0.1
---------------------------------------------------------
19
Average net paid circulation for The Times, the New England Newspaper
Group, and the Regional Newspapers for the third quarter and nine months ended
September 30, 2001, compared with the third quarter and nine months ended
September 24, 2000, was as follows:
--------------------------------------------------------------------------------------
Three Months Ended
September 30, 2001
--------------------------------------------------------------------------------------
(COPIES IN THOUSANDS) Weekday/Daily % Change Sunday % Change
--------------------------------------------------------------------------------------
AVERAGE NET PAID CIRCULATION
The New York Times 1,098.0 (0.2) 1,653.0 (1.3)
New England Newspaper Group 576.8 0.5 830.6 (3.1)
Regional Newspapers
Including divested Regionals 597.7 (12.7) 657.9 (10.3)
Excluding divested Regionals 597.7 (2.0) 657.9 (2.3)
--------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------
Nine Months Ended
September 30, 2001
--------------------------------------------------------------------------------------
(COPIES IN THOUSANDS) Weekday/Daily % Change Sunday % Change
--------------------------------------------------------------------------------------
AVERAGE NET PAID CIRCULATION
The New York Times 1,117.4 0.1 1,678.7 (1.1)
New England Newspaper Group 572.3 0.1 833.3 (2.0)
Regional Newspapers
Including divested Regionals 627.1 (9.0) 687.7 (9.0)
Excluding divested Regionals 627.1 (2.7) 687.7 (2.8)
--------------------------------------------------------------------------------------
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.
--------------------------------------------------------------------------------------------------------------
Three Months Ended Nine Months Ended
--------------------------------------------------------------------------------------
September 30, September 24, September 30, September 24,
(DOLLARS IN THOUSANDS) 2001 2000 % Change 2001 2000 % Change
--------------------------------------------------------------------------------------------------------------
Revenues $31,713 $37,484 (15.4) $102,852 $113,161 (9.1)
--------------------------------------------------------------------------------------------------------------
EBITDA $10,093 $14,251 (29.2) $ 36,453 $ 43,869 (16.9)
--------------------------------------------------------------------------------------------------------------
Operating profit $ 6,149 $10,231 (39.9) $ 24,359 $ 31,248 (22.0)
--------------------------------------------------------------------------------------------------------------
The decrease in revenues resulted from lower levels of advertising revenue
in most categories, particularly automotive and packaged goods, due to a slowing
U.S. economy. Additionally, the terrorist attacks on September 11, 2001,
resulted in decreased advertising revenue as the Broadcast Group's television
stations implemented commercial-free broadcasting during the week following
September 11 to provide continuous news coverage of the terrorist attacks. In
the prior year's third quarter, the Group benefited from political advertising
associated with the presidential elections.
Excluding special items, operating profit in the third quarter of 2001
decreased 44.9% to $6.1 million from $11.2 million in the third quarter of 2000.
On the same basis, operating profit for the first nine months of 2001 decreased
23.8% to $24.5 million from $32.2 million in the corresponding period of 2000.
This decrease resulted mainly from lower revenues.
20
NEW YORK TIMES DIGITAL: NYTD is the Company's Internet business division. In the
third quarter of 2001, NYTD consisted of NYTimes.com, Boston.com and Digital
Archive Distribution ("DAD"). In April 2001, the Company sold GolfDigest.com,
which was included in the sale of the Company's golf properties.
------------------------------------------------------------------------------------------------------------
Three Months Ended Nine Months Ended
-----------------------------------------------------------------------------------
September 30, September 24, September 30, September 24,
(DOLLARS IN THOUSANDS) 2001 2000 % Change 2001 2000 % Change
------------------------------------------------------------------------------------------------------------
Revenues $14,363 $ 16,076 (10.7) $ 43,754 $ 49,156 (11.0)
------------------------------------------------------------------------------------------------------------
EBITDA $ 2,679 $(14,365) * $ (3,256) $(26,994) 87.9
------------------------------------------------------------------------------------------------------------
Operating profit (loss) $ 786 $(17,002) * $ (8,693) $(34,924) 75.1
------------------------------------------------------------------------------------------------------------
Advertising revenue accounted for approximately 61% and other revenue,
which is primarily DAD, accounted for the remainder of NYTD's total revenues for
the first nine months of 2001. Revenues declined mainly due to lower online
display advertising, particularly in the dot-com, telecommunication and
technology sectors. For the first nine months of 2001, these revenue decreases
were partially offset by an increase in classified advertising revenue.
NYTD had operating income of $0.8 million in the third quarter of 2001
compared with a $17.0 million operating loss in the same quarter last year.
Operating losses for the first nine months of 2001 decreased 75.1% to $8.7
million from $34.9 million for the first nine months of 2000. The decrease in
operating losses was principally due to cost reduction efforts including
decreased staffing and promotion costs.
For the full year of 2001, NYTD expects EBITDA losses of $2 to $4 million,
down from a loss of $36.7 million in 2000. NYTD's goal is to achieve positive
EBITDA for the year in 2002.
LIQUIDITY AND CAPITAL RESOURCES
The Company's cash flow activity for the first nine months of 2001 and
2000 was as follows:
--------------------------------------------------------------------------------
For the Nine Months Ended
-----------------------------
September 30, September 24,
(IN MILLIONS) 2001 2000
--------------------------------------------------------------------------------
Net cash provided by operating activities $ 351.6 $ 381.0
--------------------------------------------------------------------------------
Net cash provided by/(used in) investing activities $ 376.7 $(290.5)
--------------------------------------------------------------------------------
Net cash used in financing activities $(742.8) $(111.5)
--------------------------------------------------------------------------------
The decrease in net cash provided by operating activities of $29.4 million
is principally due to a decline in earnings, partially offset by a decrease in
working capital in 2001 compared with 2000. Net cash provided by investing
activities of $376.7 million in 2001 was due to the sale of the Magazine Group
and GolfDigest.com. Net cash used in investing activities of $290.5 million in
the prior year was due to the acquisition of the T&G, partially offset by the
proceeds from the sale of four Regional newspapers and the Company's interest in
an online venture. The increase in net cash used in financing activities of
$631.3 million was principally related to the repayment of commercial paper
borrowings and subordinated convertible notes, stock repurchases and the
redemption of subsidiary stock in 2001 as well as the net issuance of debt in
the prior year.
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, stock repurchases, planned capital
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 62.5% at September 30, 2001, and 69.5% at December
31,
21
2000. The change was due to a decrease in current assets, partially offset by a
decrease in current liabilities primarily resulting from lower commercial paper
outstanding in 2001 compared with 2000. The ratio of long-term debt and capital
lease obligations as a percentage of total capitalization was 33.9% at September
30, 2001, compared with 33.2% at December 31, 2000.
FINANCING: In June 2001, the Company decreased the amount available to borrow
under its revolving credit agreements from $600.0 million to $540.0 million
based on expected liquidity needs. The Company's one-year credit agreement was
renewed and decreased to $270.0 million from $300.0 million and will now mature
in June 2002. The Company's multi-year credit agreement was renewed and
decreased to $270.0 million from $300.0 million and will now mature in June
2006. These revolving credit agreements require, among other provisions,
specified levels (amended in the second quarter of 2001) of stockholders'
equity. Approximately $362.5 million of stockholders' equity was unrestricted
under these agreements as of September 30, 2001, and $262.7 million was
unrestricted at December 31, 2000. The increase in the level of unrestricted
stockholders' equity was primarily due to an amendment to the level of
restricted stockholders' equity, partially offset by stock repurchases.
The Company had $125.7 million in commercial paper outstanding at
September 30, 2001, and $291.3 million at December 31, 2000. Commercial paper
was paid down with funds available to the Company from the sale of the Magazine
Group and GolfDigest.com. These obligations are supported by the revolving
credit agreements, which had no amounts outstanding as of September 30, 2001,
and December 31, 2000. The amount available under the commercial paper facility
was $414.4 million as of September 30, 2001.
On September 28, 2001, the Company repaid $40.0 million in 7% subordinated
convertible notes that were issued in March 2000 to three venture capital firms.
These notes, which were to mature in March 2003, allowed the venture capital
firms to call the notes beginning January 1, 2002, if the Company did not issue
a new class of stock ("Class C Stock") by this date. With the agreement of the
venture capitalists, the Company repaid the notes prior to the call and maturity
dates, so as to take advantage of lower interest rates on commercial paper
borrowings.
In the second quarter of 2001, the Company entered into interest rate swap
agreements, designated as fair-value hedges as defined under SFAS No. 133, based
on notional amounts totaling $100.0 million with variable interest rates, which
are reset quarterly based on three-month LIBOR. These agreements were entered
into to manage a portion of the Company's exposure to changes in the fair value
of its 10-year $250.0 million 7.625% notes that mature on March 15, 2005. The
fair value of the swap agreements as of September 30, 2001, was not material.
The difference between fixed and variable interest rates to be paid or received
is accrued as interest rates change, and recognized over the life of the
agreements as an adjustment to interest expense.
The Company's total debt, including commercial paper and capital leases,
was $724.6 million at September 30, 2001, and $930.7 million at December 31,
2000. The decrease in total debt was due to a decrease in commercial paper
outstanding, which was paid down with the proceeds received from the sale of the
Magazine Group and GolfDigest.com as well as the repayment of the Company's
$40.0 million in 7% subordinated convertible notes.
Since the Company did not issue Class C Stock to the public by December
31, 2000, the former stockholders of Abuzz Technologies, Inc. (acquired in July
1999) and certain optionees of a subsidiary of the Company have since required
22
such subsidiary to redeem their shares for cash in the amount of $25.0 million.
This redemption occurred in the first quarter of 2001.
CAPITAL EXPENDITURES: The Company currently estimates that capital expenditures
for 2001 will range from $90.0 million to $100.0 million compared with $85.3
million in 2000. The Company currently anticipates that depreciation and
amortization expense for 2001 will be in the range of $195.0 million to $205.0
million compared with $205.3 million (excludes the write-down of intangible
assets related to an acquisition at NYTD) in 2000.
RECENT ACCOUNTING PRONOUNCEMENTS: In August 2001, the Financial Accounting
Standards Board ("FASB") issued Statement of Financial Accounting Standards
("SFAS") No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets
("SFAS No. 144"). This statement supersedes SFAS No. 121, Accounting for the
Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of
("SFAS No. 121"). This statement also supersedes the accounting and reporting
provisions of Accounting Principles Board ("APB") Opinion 30, Reporting the
Results of Operations-Reporting the Effects of Disposal of a Segment of a
Business, and Extraordinary, Unusual and Infrequently Occurring Events and
Transactions, relating to the disposal of a segment of a business ("APB Opinion
30"). SFAS No. 121 did not address the accounting for a segment of a business
accounted for as a discontinued operation under APB 30 and therefore two
accounting models existed for long-lived assets to be disposed of. SFAS No. 144
established one accounting model for long-lived assets (including those
accounted for as a discontinued operation) to be disposed of by sale and
resolved certain implementation issues related to SFAS No. 121. SFAS No. 144
will be effective for fiscal years beginning after December 15, 2001. The
Company is required to adopt SFAS No. 144 in the first quarter of 2002 and is
currently assessing the impact on the Company's results of operations and
financial position.
In July 2001, the FASB issued SFAS No. 141, Business Combinations ("SFAS
No. 141") and SFAS No. 142, Goodwill and Other Intangible Assets ("SFAS No.
142"). SFAS No. 141 requires that the purchase method of accounting be used for
all business combinations initiated after June 30, 2001, and prohibits the use
of the pooling-of-interest method. The Company adopted SFAS No. 141 in the third
quarter of 2001. The adoption of SFAS No. 141 had no material impact on the
Company's results of operations or financial position. SFAS No. 142, upon
adoption, ceases the amortization of goodwill and requires, among other things,
a certain impairment approach on the carrying value of goodwill. An initial
goodwill impairment test must be completed in the year of adoption with at least
an annual impairment test thereafter. SFAS No. 142 will be effective for fiscal
years beginning after December 15, 2001. The Company is required to adopt SFAS
No. 142 in the first quarter of 2002 and is currently assessing the impact on
its results of operations and financial position.
Effective January 1, 2001, the Company adopted SFAS No. 133, as amended,
Accounting for Derivative Instruments and Hedging Activities ("SFAS No. 133").
SFAS No. 133 establishes accounting and reporting standards for derivative
instruments and for hedging activities. All derivatives, whether designated as
hedging activities or not, are required to be recorded on the balance sheet at
fair value. If the derivative is designated as a fair-value hedge, the changes
in the fair value of the derivative and the hedged item will be recognized in
earnings. If the derivative is designated as a cash-flow hedge, changes in the
fair value of the derivative will be recorded in other comprehensive income and
will be recognized in the statement of income when the hedged item affects
earnings. For derivatives that do not qualify as a hedge, changes in the fair
value will be recognized in earnings. SFAS No. 133 defines new requirements for
the designation of hedging relationships as well as ongoing effectiveness
assessments in order to use hedge accounting.
23
The Company has various derivative instruments, which are further detailed in
Notes 6 and 9 of the Notes to the Condensed Consolidated Financial Statements in
this Form 10-Q.
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
31, 2000. 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 market risk associated with interest rate fluctuations is
related to its debt obligations. The Company does not consider such market risk
significant.
In the second quarter of 2001, the Company entered into interest rate swap
agreements based on notional amounts totaling $100.0 million with variable
interest rates, which are reset quarterly based on three-month LIBOR. These
agreements were entered into to manage a portion of the Company's exposure to
changes in the fair value of its 10-year $250.0 million 7.625% notes that mature
on March 15, 2005.
The Company's cost of newsprint, which is significant to its operations,
is subject to market price fluctuations. The Company entered into a derivative
instrument in 1998 that will nominally reduce its exposure to fluctuations in
newsprint prices beginning in 2002 through 2008.
24
PART. II. OTHER INFORMATION
Item 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) EXHIBITS
10.1 The Company's 1991 Executive Stock Incentive Plan, as amended
through September 20, 2001
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.
25
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: NOVEMBER 8, 2001 /s/ John M. O'Brien
---------------------------
John M. O'Brien
Senior Vice President and
Chief Financial Officer
(Principal Financial Officer)
26
EXHIBIT INDEX TO QUARTERLY REPORT FORM 10-Q
QUARTER ENDED SEPTEMBER 30, 2001
EXHIBIT NO.
(a) EXHIBIT
10.1 The Company's 1991 Executive Stock Incentive Plan, as amended
through September 20, 2001
12 Ratio of Earnings to Fixed Charges
27