UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): January 29, 2007
The New York Times Company
(Exact name of Registrant as specified in its charter)
New York 1-5837 13-1102020
(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
229 West 43rd Street, New York, New York 10036
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (212) 556-1234
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
|_| Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item 2.02 Results of Operations and Financial Condition
On January 31, 2007, The New York Times Company (the "Company") issued
a press release announcing the Company's earnings for the 2006 fiscal year and
fourth quarter. On January 31, 2007, the Company also issued a press release
announcing the Company's revenues for December 2006. Copies of these press
releases are furnished as exhibits to this Form 8-K and are incorporated by
reference herein.
Item 4.02 Non-Reliance on Previously Issued Financial Statements or a
Related Audit Report or Completed Interim Review
On January 29, 2007, the Audit Committee and management of the Company
concluded that the Company's previously issued financial statements reflected
certain reporting errors principally relating to pension and benefits plans
established pursuant to collective bargaining agreements between the Company and
its subsidiaries and The New York Times Newspaper Guild (the "Plans").
The reporting errors arose primarily from the Company's treatment of
the two Plans since inception in 1965 and 1981, respectively, as multi-employer
plans. The Plans' participants include employees of The New York Times and a
Company subsidiary, as well as employees of the Plans' administrator. The
Company has concluded that, under generally accepted accounting principles, the
Plans should have been accounted for as single-employer plans. The main effect
of the change is that the Company must account for the present value of
projected future benefits to be provided under the Plans. Previously, the
Company had recorded the expense of its annual contributions to the Plans. While
the change will increase the Company's reported expense, it will not materially
increase the Company's funding obligations.
The Audit Committee and Company management have concluded that solely
due to the effects of the reporting errors described above, the Company's
previously issued annual financial statements included in its Form 10-K for the
year ended December 25, 2005, and in prior years, the related reports of its
independent registered public accounting firm, and its interim financial
statements for the quarters ended March 26, 2006, June 25, 2006, and September
24, 2006, should not be relied upon.
The Company intends to file restated financial statements in one or
more future filings with the Securities and Exchange Commission. The Company is
evaluating the effect of this matter on its internal control over financial
reporting and disclosure controls and procedures.
The impact of the restatement will not be material from an income and
cash flows statement perspective but will be material from a balance sheet
perspective. The Company estimates that, as of December 25, 2005, assets will
increase approximately $30 million, liabilities will increase approximately $100
million (net of deferred taxes) and stockholders' equity will decrease by
approximately $70 million. The restatement will also reflect the effect of other
unrecorded adjustments previously determined to be immaterial but now considered
material when combined with the errors related to the Plans.
The Audit Committee has discussed the matters related to this
restatement with the Company's independent registered public accounting firm,
Deloitte & Touche LLP.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
Exhibit 99.1 The New York Times Company Earnings Press Release dated January
31, 2007
Exhibit 99.2 The New York Times Company December Revenues Press Release dated
January 31, 2007
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 hereunto duly authorized.
THE NEW YORK TIMES COMPANY
Date: January 31, 2007 By: /s/ Kenneth A. Richieri
------------------------
Kenneth A. Richieri
Vice President and General Counsel
Exhibit List
Exhibit 99.1 The New York Times Company Earnings Press Release dated January
31, 2007
Exhibit 99.2 The New York Times Company December Revenues Press Release dated
January 31, 2007