Advertising revenues accounted for approximately 71% and other revenue, primarily from DAD, accounted for the remainder of NYTD's total revenues for the first half of 2003. Revenues for NYTD increased 21.7% in the second quarter of 2003 to $21.6 million from $17.8 million in the 2002 second quarter. For the first half of 2003, revenues for NYTD increased 21.6% to $41.3 million from $33.9 million for the first half of 2002. The increases in revenues in the second quarter and first six months of 2003 were primarily due to higher advertising revenues resulting from increased volume.
NYTD had an operating profit of $4.3 million in the second quarter of 2003 compared with $1.9 million in the second quarter of 2002 and an operating profit of $7.5 million for the first six months of 2003 compared with $2.1 million for the first six months of 2002. The increases in operating profit in the second quarter and first six months of 2003 were primarily due to higher advertising revenues.
The Company's cash flow activity for the first six months of 2003 and 2002 was as follows:
The Company had net cash provided by operating activities of $266.2 million for the first half of 2003 compared with $120.8 million for the first half of 2002. This increase primarily resulted from the payment of income taxes in the first half of 2002 in connection with the gain on the sale of the Company's Magazine Group. The Company had net cash used in investing activities of $185.9 million for the first half of 2003, down from $243.6 million for the first half of 2002. The decrease was primarily due to the Company's investments in NESV and DTC in the prior year, partially offset by the Company's acquisition of the IHT and higher capital spending in the first half of 2003. See the Company's Condensed Consolidated Statements of Cash Flows for information regarding capital expenditures. The Company had net cash used in financing activities of $84.3 million for the first half of 2003 compared with net cash provided by financing activities of $126.5 million for the first half of 2002. The Company had higher stock repurchases for the first half of 2003 compared with the first half of 2002. Additionally, in the first half of 2002 the Company received proceeds from the issuance of debt.
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, planned capital expenditures and acquisitions, stock repurchases, pension plan funding and dividend
payments to stockholders for both the next 12 months and the foreseeable future. The ratio of current assets to current liabilities was 70.0% as of June 29, 2003, and 76.5% as of December 29, 2002. The ratio of long-term debt and capital lease obligations as a percentage of total capitalization was 36.6% as of June 29, 2003, compared with 36.5% as of December 29, 2002.
Contractual Obligations
The Company's contractual obligations are detailed in the Company's Annual Report on Form 10-K for the year ended December 29, 2002. As of June 29, 2003, these contractual obligations have not materially changed from December 29, 2002.
See Note 13 of the Notes to the Condensed Consolidated Financial Statements for details on the Company's guarantees and other contingent liabilities.
Financing
The Company has a total of $600.0 million available to borrow under its revolving credit agreements. In June 2003, the Company's one-year credit agreement ($330.0 million) was extended for one year and will now mature in June 2004. The Company's multi-year credit agreement ($270.0 million) remains unchanged, maturing in June 2006. These revolving credit agreements require, among other provisions, specified levels of stockholders' equity. Under these agreements, $388.2 million of stockholders' equity was unrestricted as of June 29, 2003, and $394.4 million was unrestricted as of December 29, 2002.
The Company had commercial paper outstanding of $189.3 million with an annual weighted average interest rate of 1.1% as of June 29, 2003, and $178.1 million with an annual weighted average interest rate of 1.3% as of December 29, 2002. These commercial paper obligations are supported by the revolving credit agreements, which had no amounts outstanding as of June 29, 2003, or December 29, 2002. The amount available under the commercial paper facility was $410.7 million as of June 29, 2003.
The Company's total debt, including commercial paper and capital leases, was $968.6 million as of June 29, 2003, and $958.2 million as of December 29, 2002.
Capital Expenditures
The Company now estimates that capital expenditures for 2003 will range from $160 million to $190 million compared with approximately $165 million in 2002. Included in the 2003 estimate are $75 to $80 million of costs related to the Company's interest in its proposed new headquarters in New York City (the "Building"), which it expects to occupy in 2006. See the Condensed Consolidated Statements of Cash Flows for information regarding the Company's development partner's capital expenditures in connection with the Building.
For the first six months of 2003, capital expenditures were net of a reimbursement of remediation costs at one of the Company's major printing facilities, a portion of which costs had been previously capitalized. On an accrual basis, capital expenditures were $67.4 million for the first half of 2003 and $62.0 million for the first half of 2002.
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Pension and Postretirement Benefits
The Company sponsors several pension plans and makes contributions to several others in connection with collective bargaining agreements, including a joint company-union plan and a number of joint industry-union plans. These plans cover substantially all employees. Included in the Company-sponsored pension plans are Supplemental Employee Retirement Plans ("SERPS"). The SERPS, which are unfunded, provide retirement benefits to certain employees of the Company.
The Company provides health and life insurance benefits to retired employees (and their eligible dependents) who are not covered by any collective bargaining agreements if the employees meet specified age and service requirements. The Company accrues the costs of such benefits during the employees' active years of service. The Company's policy is to pay insurance premiums and claims under the above-mentioned plans from Company assets.
The Company uses independent actuaries to help determine pension and postretirement benefit obligations and expenses, as well as the funding requirements for its pension plans. During this analysis process, the Company reviews with its independent actuaries and auditors the assumptions underlying the valuation. These assumptions as well as additional information regarding the Company's pension and postretirement benefits is detailed in the Company's Annual Report on Form 10-K for the year ended December 29, 2002. The Company will complete its next valuation at the end of December 2003, and any changes to the pension and postretirement benefit assumptions will be reflected in its year-end financial statements.
Critical Accounting Policies
The Company's critical accounting policies are detailed in the Company's Annual Report on Form 10-K for the year ended December 29, 2002. As of June 29, 2003, the Company's critical accounting policies have not changed from December 29, 2002.
2003 Guidance
Guidance on key financial measures, on a GAAP basis, is shown below:
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Item(a) | ![](https://capedge.com/proxy/10-Q/0000950136-03-001990/spacer.gif) | Previous 2003 Guidance | ![](https://capedge.com/proxy/10-Q/0000950136-03-001990/spacer.gif) | New 2003 Guidance(d) |
Newspaper Group Advertising Revenues | ![](https://capedge.com/proxy/10-Q/0000950136-03-001990/spacer.gif) | Up 3 to 5% | ![](https://capedge.com/proxy/10-Q/0000950136-03-001990/spacer.gif) | Up 3 to 5% |
Newspaper Group Circulation Revenues | ![](https://capedge.com/proxy/10-Q/0000950136-03-001990/spacer.gif) | Up 3 to 5% | ![](https://capedge.com/proxy/10-Q/0000950136-03-001990/spacer.gif) | Up 3 to 5% |
Total Company Expenses(b) | ![](https://capedge.com/proxy/10-Q/0000950136-03-001990/spacer.gif) | Up 4.5 to 5.5% | ![](https://capedge.com/proxy/10-Q/0000950136-03-001990/spacer.gif) | Up 3.5 to 4.5% |
Depreciation & Amortization | ![](https://capedge.com/proxy/10-Q/0000950136-03-001990/spacer.gif) | $152 to $157 million | ![](https://capedge.com/proxy/10-Q/0000950136-03-001990/spacer.gif) | $148 to $153 million |
Capital Expenditures (c) | ![](https://capedge.com/proxy/10-Q/0000950136-03-001990/spacer.gif) | $210 to $240 million | ![](https://capedge.com/proxy/10-Q/0000950136-03-001990/spacer.gif) | $160 to $190 million |
Income/(loss) from Joint Ventures | ![](https://capedge.com/proxy/10-Q/0000950136-03-001990/spacer.gif) | A loss of $7 to $11 million | ![](https://capedge.com/proxy/10-Q/0000950136-03-001990/spacer.gif) | A loss of $7 to $11 million |
Interest Expense | ![](https://capedge.com/proxy/10-Q/0000950136-03-001990/spacer.gif) | $45 to $49 million | ![](https://capedge.com/proxy/10-Q/0000950136-03-001990/spacer.gif) | $45 to $49 million |
Tax Rate | ![](https://capedge.com/proxy/10-Q/0000950136-03-001990/spacer.gif) | 39.5% | ![](https://capedge.com/proxy/10-Q/0000950136-03-001990/spacer.gif) | 39.5% |
Diluted Earnings Per Share Growth | ![](https://capedge.com/proxy/10-Q/0000950136-03-001990/spacer.gif) | Low- to mid-single digits | ![](https://capedge.com/proxy/10-Q/0000950136-03-001990/spacer.gif) | Low- to mid-single digits |
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| (a) | 2003 guidance excludes the IHT. |
| (b) | Total Company expenses including the IHT are expected to increase 6.5 to 7.5% in 2003. |
| (c) | Includes costs of $75 to $80 million in 2003 related to the Company's interest in the Building. |
| (d) | Updated by the Company on July 15, 2003. |
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Recent Accounting Pronouncements
In May 2003, the Financial Accounting Standards Board ("FASB") issued Statement of Financial Accounting Standards ("FAS") No. 150, Accounting for Certain Financial Instruments with Characteristics of Both Liabilities and Equity. FAS 150 clarifies the accounting for certain financial instruments with characteristics of both liabilities and equity and requires that those instruments be classified as liabilities in statements of financial position. Previously, many of those financial instruments were classified as equity. FAS 150 is effective for financial instruments entered into or modified after May 31, 2003, and otherwise is effective at the beginning of the first interim period beginning after June 15, 2003. The Company does not expect the provisions of FAS 150 to have a material effect on the Company's Condensed Consolidated Financial Statements when effective.
In April 2003, the FASB issued FAS No. 149, Amendments of Statement 133 on Derivative Instruments and Hedging Activities. FAS 149 amends and clarifies accounting for derivative instruments, including certain derivative instruments embedded in other contracts, and for hedging activities under FAS No. 133. FAS 149 is effective for contracts entered into or modified after June 30, 2003, and for hedging relationships designated after June 30, 2003. The Company does not expect the provisions of FAS 149 to have a material effect on the Company's Condensed Consolidated Financial Statements when effective.
In January 2003, the FASB issued FASB Interpretation ("FIN") No. 46, Consolidation of Variable Interest Entities. FIN 46 requires that the assets, liabilities and results of activities of a Variable Interest Entity ("VIE") be consolidated into the financial statements of the enterprise that has a controlling financial interest in the VIE. FIN 46 applies immediately to VIEs created after January 31, 2003, and to VIEs in which an enterprise obtains an interest after that date. It applies in the first interim period beginning after June 15, 2003, to VIEs in which an enterprise holds a variable interest that it acquired before February 1, 2003. The Company does not expect the provisions of FIN 46 to have a material effect on the Company's Condensed Consolidated Financial Statements when effective.
On January 1, 2003, the Company adopted the recognition provisions of FIN No. 45, Guarantor's Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees of Indebtedness of Others, and FAS No. 146, Accounting for Costs Associated with Exit or Disposal Activities. The adoption of the provisions of FIN 45 and FAS 146, which are detailed in the Company's Annual Report on Form 10-K for the year ended December 29, 2002, did not have a material effect on the Company's Condensed Consolidated Financial Statements.
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 29, 2002. The Company undertakes no obligation to publicly update any forward-looking statement, whether as a result of new information, future events, or otherwise.
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Item 3. | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK |
The Company's Annual Report on Form 10-K for the year ended December 29, 2002, details the Company's disclosures about market risk. As of June 29, 2003, there have been no material changes in the Company's market risk from December 29, 2002.
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Item 4. | CONTROLS AND PROCEDURES |
Russell T. Lewis, the Company's Chief Executive Officer, and Leonard P. Forman, the Company's Chief Financial Officer, have evaluated the effectiveness of the Company's disclosure controls and procedures as of June 29, 2003. Based on such evaluation, each of Messrs. Lewis and Forman concluded that the Company's disclosure controls and procedures were effective to ensure that the information required to be disclosed by the Company in the reports that it files or submits under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC. A controls system, no matter how well designed and operated, cannot provide absolute assurance that the objectives of the controls system are met, and no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within a company have been detected. No significant changes were made in the Company's internal controls or in other factors that could significantly affect these controls subsequent to the date of the evaluation by Messrs. Lewis and Forman.
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PART II. OTHER INFORMATION
Item 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
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| 12 | Ratio of Earnings to Fixed Charges |
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| 31.1 | Form of Certification Required by Rules 13a – 14 and 15d – 14 under the Securities Exchange Act of 1934 |
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| 31.2 | Form of Certification Required by Rules 13a – 14 and 15d – 14 under the Securities Exchange Act of 1934 |
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| 32.1 | Certification Pursuant to 18 U.S.C. Section 1350, as Added By Section 906 of the Sarbanes-Oxley Act of 2002 |
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| 32.2 | Certification Pursuant to 18 U.S.C. Section 1350, as Added By Section 906 of the Sarbanes-Oxley Act of 2002 |
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| (b) | The Company furnished a Form 8-K on April 14, 2003, to report (1) the Company's earnings for the quarter ended March 30, 2003, and (2) the Company's newspaper advertising revenue for the quarter ended March 30, 2003. |
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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.
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| ![](https://capedge.com/proxy/10-Q/0000950136-03-001990/spacer.gif) | THE NEW YORK TIMES COMPANY (Registrant) |
Date: August 12, 2003 | ![](https://capedge.com/proxy/10-Q/0000950136-03-001990/spacer.gif) | /s/ Leonard P. Forman |
| ![](https://capedge.com/proxy/10-Q/0000950136-03-001990/spacer.gif) | Leonard P. Forman Senior Vice President and Chief Financial Officer (Principal Financial Officer) |
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Exhibit Index to Quarterly Report Form 10-Q
Quarter Ended June 29, 2003
Exhibit No.
(a) Exhibit
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| 12 | Ratio of Earnings to Fixed Charges |
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| 31.1 | Form of Certification Required by Rules 13a – 14 and 15d – 14 under the Securities Exchange Act of 1934 |
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| 31.2 | Form of Certification Required by Rules 13a – 14 and 15d – 14 under the Securities Exchange Act of 1934 |
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| 32.1 | Certification Pursuant to 18 U.S.C. Section 1350, as Added By Section 906 of the Sarbanes-Oxley Act of 2002 |
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| 32.2 | Certification Pursuant to 18 U.S.C. Section 1350, as Added By Section 906 of the Sarbanes-Oxley Act of 2002 |
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