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