UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2007
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.) |
620 EIGHTH AVENUE, NEW YORK, NEW YORK
(Address of principal executive offices)
10018
(Zip Code)
Registrants 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 (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o.
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer or a non-accelerated filer. See definition of accelerated filer and large accelerated filer in Rule 12b-2 of the Exchange Act. Large accelerated filer x Accelerated filer o Non-accelerated filer o.
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x.
Number of shares of each class of the registrants common stock outstanding as of November 2, 2007 (exclusive of treasury shares):
|
Class A Common Stock |
143,025,736 shares |
|
|
Class B Common Stock |
825,852 shares |
|
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
THE NEW YORK TIMES COMPANY
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
(In thousands, except per share data)
|
|
For the Quarters Ended |
|
For the Nine Months Ended |
|
||||||||
|
|
September 30, |
|
September 24, |
|
September 30, |
|
September 24, |
|
||||
|
|
(13 weeks) |
|
(39 weeks) |
|
||||||||
Revenues |
|
|
|
|
|
|
|
|
|
||||
Advertising |
|
$ |
465,043 |
|
$ |
465,476 |
|
$ |
1,478,425 |
|
$ |
1,527,604 |
|
Circulation |
|
223,420 |
|
215,007 |
|
664,538 |
|
654,993 |
|
||||
Other |
|
65,896 |
|
59,103 |
|
186,359 |
|
175,822 |
|
||||
Total revenues |
|
754,359 |
|
739,586 |
|
2,329,322 |
|
2,358,419 |
|
||||
|
|
|
|
|
|
|
|
|
|
||||
Operating costs |
|
|
|
|
|
|
|
|
|
||||
Production costs |
|
|
|
|
|
|
|
|
|
||||
Raw materials |
|
58,643 |
|
75,178 |
|
196,678 |
|
241,593 |
|
||||
Wages and benefits |
|
163,367 |
|
162,908 |
|
487,810 |
|
490,701 |
|
||||
Other |
|
109,952 |
|
106,012 |
|
318,421 |
|
322,879 |
|
||||
Total production costs |
|
331,962 |
|
344,098 |
|
1,002,909 |
|
1,055,173 |
|
||||
Selling, general and administrative costs |
|
342,503 |
|
340,927 |
|
1,029,045 |
|
1,030,941 |
|
||||
Depreciation and amortization |
|
51,789 |
|
36,676 |
|
142,871 |
|
107,712 |
|
||||
Total operating costs |
|
726,254 |
|
721,701 |
|
2,174,825 |
|
2,193,826 |
|
||||
|
|
|
|
|
|
|
|
|
|
||||
Net loss on sale of assets |
|
|
|
|
|
68,156 |
|
|
|
||||
Gain on sale of WQEW-AM |
|
|
|
|
|
39,578 |
|
|
|
||||
Operating profit |
|
28,105 |
|
17,885 |
|
125,919 |
|
164,593 |
|
||||
|
|
|
|
|
|
|
|
|
|
||||
Net income from joint ventures |
|
5,412 |
|
7,348 |
|
8,004 |
|
18,085 |
|
||||
Interest expense, net |
|
10,470 |
|
13,267 |
|
28,924 |
|
39,025 |
|
||||
Income from continuing operations before income taxes and minority interest |
|
23,047 |
|
11,966 |
|
104,999 |
|
143,653 |
|
||||
Income taxes |
|
8,991 |
|
3,926 |
|
48,741 |
|
51,557 |
|
||||
Minority interest in net loss of subsidiaries |
|
54 |
|
267 |
|
39 |
|
604 |
|
||||
Income from continuing operations |
|
14,110 |
|
8,307 |
|
56,297 |
|
92,700 |
|
||||
|
|
|
|
|
|
|
|
|
|
||||
Discontinued operations, Broadcast Media Group: |
|
|
|
|
|
|
|
|
|
||||
Income from discontinued operations, net of income taxes |
|
|
|
4,290 |
|
5,753 |
|
11,890 |
|
||||
Gain/(loss) on sale, net of income taxes |
|
(671 |
) |
|
|
93,659 |
|
|
|
||||
Discontinued operations, net of income taxes |
|
(671 |
) |
4,290 |
|
99,412 |
|
11,890 |
|
||||
Net income |
|
$ |
13,439 |
|
$ |
12,597 |
|
$ |
155,709 |
|
$ |
104,590 |
|
|
|
|
|
|
|
|
|
|
|
||||
Average number of common shares outstanding |
|
|
|
|
|
|
|
|
|
||||
Basic |
|
143,902 |
|
144,454 |
|
143,901 |
|
144,803 |
|
||||
Diluted |
|
144,112 |
|
144,568 |
|
144,057 |
|
144,982 |
|
||||
|
|
|
|
|
|
|
|
|
|
||||
Basic earnings per share: |
|
|
|
|
|
|
|
|
|
||||
Income from continuing operations |
|
$ |
0.10 |
|
$ |
0.06 |
|
$ |
0.39 |
|
$ |
0.64 |
|
Discontinued operations, net of income taxes |
|
(0.01 |
) |
0.03 |
|
0.69 |
|
0.08 |
|
||||
Net income |
|
$ |
0.09 |
|
$ |
0.09 |
|
$ |
1.08 |
|
$ |
0.72 |
|
|
|
|
|
|
|
|
|
|
|
||||
Diluted earnings per share: |
|
|
|
|
|
|
|
|
|
||||
Income from continuing operations |
|
$ |
0.10 |
|
$ |
0.06 |
|
$ |
0.39 |
|
$ |
0.64 |
|
Discontinued operations, net of income taxes |
|
(0.01 |
) |
0.03 |
|
0.69 |
|
0.08 |
|
||||
Net income |
|
$ |
0.09 |
|
$ |
0.09 |
|
$ |
1.08 |
|
$ |
0.72 |
|
|
|
|
|
|
|
|
|
|
|
||||
Dividends per share |
|
$ |
0.230 |
|
$ |
0.175 |
|
$ |
0.635 |
|
$ |
0.515 |
|
See Notes to Condensed Consolidated Financial Statements.
2
THE NEW YORK TIMES COMPANY
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands)
|
|
September 30, 2007 |
|
December 31, 2006 |
|
||
|
|
(Unaudited) |
|
|
|
||
ASSETS |
|
|
|
|
|
||
|
|
|
|
|
|
||
Current Assets |
|
|
|
|
|
||
|
|
|
|
|
|
||
Cash and cash equivalents |
|
$ |
53,258 |
|
$ |
72,360 |
|
Accounts receivable-net |
|
369,756 |
|
402,639 |
|
||
Inventories |
|
|
|
|
|
||
Newsprint and other paper |
|
22,210 |
|
32,594 |
|
||
Work-in-process and other |
|
4,487 |
|
4,102 |
|
||
Total inventories |
|
26,697 |
|
36,696 |
|
||
|
|
|
|
|
|
||
Deferred income taxes |
|
92,563 |
|
73,729 |
|
||
Assets held for sale |
|
|
|
357,028 |
|
||
Other current assets |
|
76,481 |
|
242,591 |
|
||
|
|
|
|
|
|
||
Total current assets |
|
618,755 |
|
1,185,043 |
|
||
|
|
|
|
|
|
||
Other Assets |
|
|
|
|
|
||
|
|
|
|
|
|
||
Investments in joint ventures |
|
150,254 |
|
145,125 |
|
||
Property, plant and equipment (less accumulated depreciation and amortization of $1,119,194 in 2007 and $1,297,546 in 2006) |
|
1,423,799 |
|
1,375,365 |
|
||
|
|
|
|
|
|
||
Intangible assets acquired |
|
|
|
|
|
||
Goodwill |
|
680,292 |
|
650,920 |
|
||
Other intangible assets acquired (less accumulated amortization of $228,806 in 2007 and $217,972 in 2006) |
|
142,491 |
|
133,448 |
|
||
Deferred income taxes |
|
197,855 |
|
125,681 |
|
||
Miscellaneous assets |
|
265,090 |
|
240,346 |
|
||
|
|
|
|
|
|
||
TOTAL ASSETS |
|
$ |
3,478,536 |
|
$ |
3,855,928 |
|
See Notes to Condensed Consolidated Financial Statements.
3
THE NEW YORK TIMES COMPANY
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands, except share and per share data)
|
|
September 30, 2007 |
|
December 31, 2006 |
|
||
|
|
(Unaudited) |
|
|
|
||
LIABILITIES AND STOCKHOLDERS EQUITY |
|
|
|
|
|
||
|
|
|
|
|
|
||
Current Liabilities |
|
|
|
|
|
||
|
|
|
|
|
|
||
Commercial paper outstanding |
|
$ |
91,438 |
|
$ |
422,025 |
|
Borrowings under revolving credit agreements |
|
205,000 |
|
|
|
||
Accounts payable |
|
187,982 |
|
242,528 |
|
||
Accrued payroll and other related liabilities |
|
120,829 |
|
121,240 |
|
||
Accrued expenses |
|
192,366 |
|
200,030 |
|
||
Unexpired subscriptions |
|
81,060 |
|
83,298 |
|
||
Current portion of long-term debt and capital lease obligations |
|
67 |
|
104,168 |
|
||
Construction loan |
|
|
|
124,705 |
|
||
|
|
|
|
|
|
||
Total current liabilities |
|
878,742 |
|
1,297,994 |
|
||
|
|
|
|
|
|
||
Other Liabilities |
|
|
|
|
|
||
|
|
|
|
|
|
||
Long-term debt |
|
721,296 |
|
720,790 |
|
||
Capital lease obligations |
|
6,691 |
|
74,240 |
|
||
Pension benefits obligation |
|
351,269 |
|
384,277 |
|
||
Postretirement benefits obligation |
|
197,175 |
|
256,740 |
|
||
Other |
|
395,137 |
|
296,078 |
|
||
|
|
|
|
|
|
||
Total other liabilities |
|
1,671,568 |
|
1,732,125 |
|
||
|
|
|
|
|
|
||
Minority Interest |
|
5,928 |
|
5,967 |
|
||
|
|
|
|
|
|
||
Stockholders Equity |
|
|
|
|
|
||
|
|
|
|
|
|
||
Common stock of $.10 par value: |
|
14,805 |
|
14,804 |
|
||
Class B convertible authorized and
issued shares: |
|
83 |
|
82 |
|
||
Additional paid-in capital |
|
10,708 |
|
|
|
||
Retained earnings |
|
1,150,536 |
|
1,111,006 |
|
||
Common stock held in treasury, at cost |
|
(159,126 |
) |
(158,886 |
) |
||
Accumulated other comprehensive loss, net of income taxes |
|
(94,708 |
) |
(147,164 |
) |
||
|
|
|
|
|
|
||
Total stockholders equity |
|
922,298 |
|
819,842 |
|
||
|
|
|
|
|
|
||
TOTAL LIABILITIES AND STOCKHOLDERS EQUITY |
|
$ |
3,478,536 |
|
$ |
3,855,928 |
|
See Notes to Condensed Consolidated Financial Statements.
4
THE NEW YORK TIMES COMPANY
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(In thousands)
|
|
Nine Months Ended |
|
||||
|
|
September 30, 2007 |
|
September 24, 2006 |
|
||
|
|
(39 weeks) |
|
||||
OPERATING ACTIVITIES |
|
|
|
|
|
||
Net cash provided by operating activities |
|
$ |
29,074 |
|
$ |
208,993 |
|
|
|
|
|
|
|
||
INVESTING ACTIVITIES |
|
|
|
|
|
||
Capital expenditures |
|
(301,176 |
) |
(210,624 |
) |
||
Proceeds from sale of the Broadcast Media Group |
|
575,288 |
|
|
|
||
Proceeds from sale of WQEW-AM |
|
40,000 |
|
|
|
||
Proceeds from sale of Edison, N.J., assets |
|
90,819 |
|
|
|
||
Payment for purchase of Edison, N.J., printing facility |
|
(139,961 |
) |
|
|
||
Acquisitions, net of cash acquired of $1,190 in 2007 |
|
(34,087 |
) |
(35,742 |
) |
||
Other investing paymentsnet |
|
(3,169 |
) |
(105 |
) |
||
|
|
|
|
|
|
||
Net cash provided by/(used in) investing activities |
|
227,714 |
|
(246,471 |
) |
||
|
|
|
|
|
|
||
FINANCING ACTIVITIES |
|
|
|
|
|
||
Commercial paper (repayments)/borrowings-net |
|
(330,587 |
) |
70,150 |
|
||
Borrowings under revolving credit agreements-net |
|
205,000 |
|
|
|
||
Construction loan borrowings |
|
|
|
61,120 |
|
||
Long-term obligations: |
|
|
|
|
|
||
Reductions |
|
(102,422 |
) |
(1,217 |
) |
||
Capital shares: |
|
|
|
|
|
||
Issuances |
|
529 |
|
8,684 |
|
||
Repurchases |
|
(2,040 |
) |
(33,955 |
) |
||
Excess tax benefits from stock-based awards |
|
165 |
|
1,106 |
|
||
Dividends paid to stockholders |
|
(91,824 |
) |
(74,842 |
) |
||
Other financing proceedsnet |
|
44,769 |
|
|
|
||
|
|
|
|
|
|
||
Net cash (used in)/provided by financing activities |
|
(276,410 |
) |
31,046 |
|
||
|
|
|
|
|
|
||
Decrease in cash and cash equivalents |
|
(19,622 |
) |
(6,432 |
) |
||
|
|
|
|
|
|
||
Effect of exchange rate changes on cash and cash equivalents |
|
520 |
|
200 |
|
||
|
|
|
|
|
|
||
Cash and cash equivalents at the beginning of the year |
|
72,360 |
|
44,927 |
|
||
Cash and cash equivalents at the end of the quarter |
|
$ |
53,258 |
|
$ |
38,695 |
|
SUPPLEMENTAL DATA
Acquisitions
In May 2007, the Company acquired ConsumerSearch, Inc. for approximately $33 million.
In March 2007, the Company acquired UCompareHealthCare.com for $2.3 million. The Company paid approximately $1.8 million in the first quarter of 2007 and withheld the remaining $0.5 million for a one-year indemnification period.
Other
Financing activities Other financing proceeds in 2007 includes cash received from the Companys real estate development partner for repayment of the Companys loan receivable.
Non-Cash
As of December 31, 2006, approximately $125 million was outstanding under the Companys real estate development partners construction loan. In January 2007, the Company was released as a co-borrower, and therefore the receivable and the construction loan were reversed and are not included in the Companys Condensed Consolidated Balance Sheet as of September 30, 2007. See Note 12 for additional information related to the Companys new headquarters.
As part of the purchase and sale of the Companys Edison, N.J., printing facility (see Note 8), the Company terminated its existing capital lease agreement. This resulted in the reversal of the related assets (approximately $86 million) and capital lease obligation (approximately $69 million).
See Notes to Condensed Consolidated Financial Statements.
5
THE NEW YORK TIMES COMPANY
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
NOTE 1. GENERAL AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
In the opinion of The New York Times Companys (the Company) management, the Condensed Consolidated Financial Statements present fairly the financial position of the Company as of September 30, 2007, and December 31, 2006, and the results of operations and cash flows of the Company for the periods ended September 30, 2007, and September 24, 2006. All adjustments necessary for a fair presentation have been included and are of a normal and recurring nature. All significant intercompany accounts and transactions have been eliminated in consolidation. The Companys Condensed Consolidated Financial Statements and related Notes should be read in conjunction with the Consolidated Financial Statements and related Notes included in the Companys Annual Report on Form 10-K for the year ended December 31, 2006. Due to the seasonal nature of the Companys business, operating results for the interim periods are not necessarily indicative of a full years operations.
As of September 30, 2007, the Companys significant accounting policies, which are detailed in the Companys Annual Report on Form 10-K for the year ended December 31, 2006, have not changed materially, except for the adoption of Financial Accounting Standards Board (FASB) Interpretation (FIN) No. 48, Accounting for Uncertainty in Income Taxes an interpretation of FASB Statement No. 109 (FIN 48) (see Note 5).
Certain reclassifications have been made to the prior periods to conform to classifications used as of and for the period ended September 30, 2007, such as presenting depreciation and amortization separately from production and selling, general and administrative costs. The fiscal periods included herein comprise 13 weeks for the third-quarter periods and 39 weeks for the nine-month periods.
Recent Accounting Pronouncements
In February 2007, FASB issued Statement of Financial Accounting Standards (FAS) No. 159, The Fair Value Option for Financial Assets and Financial Liabilities Including an Amendment of FASB Statement No. 115 (FAS 159). FAS 159 permits entities to choose to measure many financial instruments and certain other items at fair value. FAS 159 is effective for fiscal years beginning after November 15, 2007. The Company is currently evaluating the impact of adopting FAS 159 on its financial statements.
In September 2006, FASB issued FAS No. 157, Fair Value Measurements (FAS 157). FAS 157 establishes a common definition for fair value under accounting principles generally accepted in the United States of America (GAAP), establishes a framework for measuring fair value and expands disclosure requirements about such fair value measurements. FAS 157 is effective for fiscal years beginning after November 15, 2007. The Company is currently evaluating the impact of adopting FAS 157 on its financial statements.
In September 2006, FASB ratified the Emerging Issues Task Force (EITF) conclusion under EITF No. 06-4, Accounting for Deferred Compensation and Postretirement Benefit Aspects of Endorsement Split-Dollar Life Insurance Arrangements (EITF 06-4). Diversity in practice exists in accounting for the deferred compensation
6
and postretirement aspects of endorsement split-dollar life insurance arrangements. EITF 06-4 was issued to clarify the accounting and requires employers to recognize a liability for future benefits in accordance with FAS No. 106, Employers Accounting for Postretirement Benefits Other Than Pensions (if, in substance, a postretirement benefit plan exists), or Accounting Principles Board Opinion No. 12, Omnibus Opinion1967 (if the arrangement is, in substance, an individual deferred compensation contract) based on the substantive agreement with the employee.
EITF 06-4 is effective for fiscal years beginning after December 15, 2007, with earlier application permitted. The effects of adopting EITF 06-4 can be recorded either as (i) a change in accounting principle through a cumulative-effect adjustment to retained earnings or to other components of equity as of the beginning of the year of adoption, or (ii) a change in accounting principle through retrospective application to all prior periods. The Company is currently evaluating the impact of adopting EITF 06-4 on its financial statements.
NOTE 2. DISCONTINUED OPERATIONS
On May 7, 2007, the Company sold its Broadcast Media Group, which consisted of nine network-affiliated television stations, their related Web sites and digital operating center, for approximately $575 million. The Company recognized a pre-tax gain on the sale of $189.9 million ($93.7 million after-tax) for the first nine months of 2007.
In accordance with the provisions of FAS No. 144, Accounting for Costs Associated with Exit or Disposal Activities, the Broadcast Media Groups results of operations and the gain on the sale are presented as discontinued operations, and certain assets and liabilities are classified as held for sale for the period presented before the sale. The results of operations presented as discontinued operations through May 7, 2007, and the assets and liabilities classified as held for sale as of December 31, 2006, are summarized below. In the third quarter of 2007, the Company recorded post-closing adjustments resulting in a decrease in the gain.
|
|
For the Quarters Ended |
|
For the Nine Months Ended |
|
||||||||
(In thousands) |
|
September 30, |
|
September 24, |
|
September 30, |
|
September 24, |
|
||||
Revenues |
|
$ |
|
|
$ |
36,476 |
|
$ |
46,702 |
|
$ |
107,542 |
|
Total operating costs |
|
|
|
29,205 |
|
36,854 |
|
87,389 |
|
||||
Pre-tax income |
|
|
|
7,271 |
|
9,848 |
|
20,153 |
|
||||
Income taxes |
|
|
|
2,981 |
|
4,095 |
|
8,263 |
|
||||
Income from discontinued operations, net of income taxes |
|
|
|
4,290 |
|
5,753 |
|
11,890 |
|
||||
Gain/(loss) on sale, net of income taxes of $690 in the third quarter of 2007 and $96,221 for the nine months ending 2007 |
|
(671 |
) |
|
|
93,659 |
|
|
|
||||
Discontinued operations, net of income taxes |
|
$ |
(671 |
) |
$ |
4,290 |
|
$ |
99,412 |
|
$ |
11,890 |
|
(In thousands) |
|
December 31, 2006 |
|
|
Property, plant & equipment, net |
|
$ |
64,309 |
|
Goodwill |
|
41,658 |
|
|
Other intangible assets, net |
|
234,105 |
|
|
Other assets |
|
16,956 |
|
|
Assets held for sale |
|
357,028 |
|
|
Program rights liability(a) |
|
14,931 |
|
|
Net assets held for sale |
|
$ |
342,097 |
|
(a) Included in Accounts payable in the Condensed Consolidated Balance Sheet.
7
NOTE 3. GOODWILL AND OTHER INTANGIBLE ASSETS
Goodwill is the excess of cost over the fair market value of tangible and other intangible assets acquired. Goodwill is not amortized but tested for impairment annually or if certain circumstances indicate a possible impairment may exist, in accordance with FAS No. 142, Goodwill and Other Intangible Assets.
Other intangible assets acquired consist primarily of mastheads on various acquired properties, customer lists, trade names, as well as other assets. Other intangible assets acquired that have indefinite lives (mastheads and trade names) are not amortized but tested for impairment annually or if certain circumstances indicate a possible impairment may exist. Certain other intangible assets acquired (customer lists and other assets) are amortized over their estimated useful lives.
The Company performs its annual impairment testing in the fourth quarter of its fiscal year.
The changes in the carrying amount of goodwill were as follows:
(In thousands) |
|
News Media |
|
About |
|
Total |
|
|||
Balance as of December 31, 2006 |
|
$ |
306,564 |
|
$ |
344,356 |
|
$ |
650,920 |
|
Goodwill acquired during year |
|
|
|
25,577 |
|
25,577 |
|
|||
Goodwill adjusted during the year |
|
(2,305 |
) |
|
|
(2,305 |
) |
|||
Foreign currency translation |
|
6,100 |
|
|
|
6,100 |
|
|||
Balance as of September 30, 2007 |
|
$ |
310,359 |
|
$ |
369,933 |
|
$ |
680,292 |
|
On May 4, 2007, the Company acquired ConsumerSearch, Inc., a leading online aggregator and publisher of consumer product reviews, for approximately $33 million. The related Web site ConsumerSearch.com includes product comparisons and recommendations and adds a new functionality to the About Group.
On March 27, 2007, the Company acquired UCompareHealthCare.com, a site that provides dynamic Web-based interactive tools to consumers to enable them to measure the quality of certain healthcare services, for $2.3 million. The Company paid approximately $1.8 million and withheld the remaining $0.5 million for a one-year indemnification period. UCompareHealthCare.com expands the About Groups online health channel.
The Condensed Consolidated Financial Statements include the operating results of these acquisitions subsequent to the dates of acquisition.
Based on preliminary valuations of ConsumerSearch and UCompareHealthCare.com, the Company has allocated the excess of the purchase price over the carrying value of the net liabilities assumed of $24.0 million to goodwill and $15.5 million to other intangible assets for ConsumerSearch, and net assets acquired of $1.5 million to goodwill and $0.8 million to other intangible assets for UCompareHealthCare.com. The goodwill for the UCompareHealthCare.com acquisition is tax-deductible, but the goodwill for the ConsumerSearch acquisition is not tax-deductible. The intangible assets of ConsumerSearch consist of its trade name, customer relationships, content and proprietary technology. The intangible assets of UCompareHealthCare.com consist of content and proprietary technology.
8
The preliminary purchase price allocations for the ConsumerSearch and UCompareHealthCare.com acquisitions are subject to adjustment when additional information concerning asset and liability valuations is obtained. The final asset and liability fair values may differ from those included in the Companys Condensed Consolidated Balance Sheet as of September 30, 2007; however, the changes are not expected to have a material effect on the Companys Condensed Consolidated Financial Statements.
Other intangible assets acquired were as follows:
|
|
September 30, 2007 |
|
December 31, 2006 |
|
||||||||||||||
(In thousands) |
|
Gross Carrying |
|
Accumulated |
|
Net |
|
Gross Carrying |
|
Accumulated |
|
Net |
|
||||||
Amortized other intangible assets: |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Customer lists |
|
$ |
222,247 |
|
$ |
(199,012 |
) |
$ |
23,235 |
|
$ |
220,935 |
|
$ |
(196,268 |
) |
$ |
24,667 |
|
Other |
|
65,803 |
|
(29,794 |
) |
36,009 |
|
63,777 |
|
(21,704 |
) |
42,073 |
|
||||||
Total |
|
288,050 |
|
(228,806 |
) |
59,244 |
|
284,712 |
|
(217,972 |
) |
66,740 |
|
||||||
Unamortized other intangible assets: |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Trade names |
|
15,186 |
|
|
|
15,186 |
|
|
|
|
|
|
|
||||||
Newspaper mastheads |
|
68,061 |
|
|
|
68,061 |
|
66,708 |
|
|
|
66,708 |
|
||||||
Total |
|
83,247 |
|
|
|
83,247 |
|
66,708 |
|
|
|
66,708 |
|
||||||
Total other intangible assets acquired |
|
$ |
371,297 |
|
$ |
(228,806 |
) |
$ |
142,491 |
|
$ |
351,420 |
|
$ |
(217,972 |
) |
$ |
133,448 |
|
As of September 30, 2007, the remaining weighted-average amortization period was eight years for customer lists and six years for other amortizable intangible assets acquired included in the table above.
Amortization expense related to other intangible assets acquired that are subject to amortization was approximately $11 million in the first nine months of 2007, and is expected to be approximately $14 million for the fiscal year 2007. Estimated annual amortization expense for the next five years related to these intangible assets is expected to be as follows:
(In thousands) |
|
|
|
|
Year |
|
Amount |
|
|
2008 |
|
$ |
11,600 |
|
2009 |
|
9,500 |
|
|
2010 |
|
9,100 |
|
|
2011 |
|
8,600 |
|
|
2012 |
|
6,500 |
|
|
NOTE 4. DEBT OBLIGATIONS
The Companys total debt, including commercial paper, revolving credit agreements and capital lease obligations, was $1.0 billion as of September 30, 2007. Until January 2007, the Company was a co-borrower under a $320 million non-recourse construction loan in connection with the construction of its new headquarters. The Company did not draw down on the construction loan, which was used by its development partner. However, as a co-borrower, the Company was required to record the amount outstanding of the construction loan on its financial statements. The Company also recorded a receivable, due from its development partner, for the same amount outstanding under the construction loan. As of December 31, 2006, approximately $125 million was outstanding under the construction loan and recorded as a receivable included in Other current assets in the Condensed Consolidated Balance Sheet. In January 2007, with the Companys release as a co-borrower, the receivable and the construction loan
9
were reversed and are not included in the Companys Condensed Consolidated Balance Sheet as of September 30, 2007. See Note 12 for additional information related to the Companys new headquarters.
The Companys $725.0 million commercial paper program is supported by the revolving credit agreements described below. Commercial paper issued by the Company is unsecured and can have maturities of up to 270 days. The Company had $91.4 million in commercial paper outstanding as of September 30, 2007, with an annual weighted-average interest rate of 6.1% and an average of 11 days to maturity from original issuance.
The Companys $800.0 million revolving credit agreements support its commercial paper program and may also be used for general corporate purposes. In addition, these revolving credit agreements provide a facility for the issuance of letters of credit. Of the total $800.0 million available under the two revolving credit agreements ($400.0 million credit agreement maturing in May 2009; and $400.0 million credit agreement maturing in June 2011), the Company has issued letters of credit of approximately $24 million. As of September 30, 2007, the Company had $205.0 million outstanding under its revolving credit agreements, with a weighted average interest rate of 5.8%. The remaining balance of approximately $571 million supports the Companys commercial paper program. There were no borrowings outstanding under the revolving credit agreements as of December 31, 2006.
Any borrowings under the revolving credit agreements bear interest at specified margins based on the Companys credit rating, over various floating rates selected by the Company.
The revolving credit agreements each contain a covenant that requires a specified level of stockholders equity (as defined in the agreements). As of September 30, 2007, the amount of stockholders equity in excess of the required levels was approximately $668 million.
The Companys five-year 5.350% notes aggregating $50.0 million matured on April 16, 2007, and its five-year 4.625% notes aggregating $52.0 million matured on June 25, 2007. As of December 31, 2006, these notes were recorded in Current portion of long-term debt and capital lease obligations. In the second quarter of 2007, the Company made principal repayments totaling $102.0 million.
As part of the purchase and sale of the Companys Edison, N.J., printing facility (see Note 8), the Company terminated its existing capital lease agreement. This resulted in the reversal of the related assets (approximately $86 million) and capital lease obligation (approximately $69 million).
Interest expense, net in the Companys Condensed Consolidated Statements of Income was as follows:
|
|
For the Quarters Ended |
|
For the Nine Months Ended |
|
||||||||
(In thousands) |
|
September 30, |
|
September 24, |
|
September 30, |
|
September 24, |
|
||||
Interest expense |
|
$ |
13,276 |
|
$ |
19,000 |
|
$ |
45,585 |
|
$ |
54,979 |
|
Interest income |
|
(1,212 |
) |
(1,875 |
) |
(2,944 |
) |
(6,079 |
) |
||||
Capitalized interest |
|
(1,594 |
) |
(3,858 |
) |
(13,717 |
) |
(9,875 |
) |
||||
Interest expense, net |
|
$ |
10,470 |
|
$ |
13,267 |
|
$ |
28,924 |
|
$ |
39,025 |
|
10
NOTE 5. INCOME TAXES
The Companys effective income tax rate increased to 39.0% in the third quarter and 46.4% in the first nine months of 2007 compared with 32.8% in the third quarter and 35.9% in the first nine months of 2006. In the third quarter and first nine months of 2006, a favorable tax adjustment, related to the filing of the Companys 2005 federal tax return, lowered the tax rate. For the first nine months of 2007, the increases were primarily due to the income taxes associated with asset sales in the second quarter of 2007 (see Notes 2 and 8) and a net tax adjustment. The tax adjustment was primarily due to the application of a change in New York state law (effective January 1, 2007) that required a revaluation of the existing deferred tax balances.
On January 1, 2007, the Company adopted FIN 48. The adoption of FIN 48 resulted in a cumulative effect adjustment of approximately $24 million recorded as a reduction to the beginning balance of retained earnings. A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows:
(In thousands) |
|
|
|
|
Balance at January 1, 2007 |
|
$ |
108,474 |
|
Additions based on tax positions related to the current year |
|
20,372 |
|
|
Additions for tax positions of prior years |
|
|
|
|
Reductions for tax positions of prior years |
|
(8,379 |
) |
|
Settlements |
|
|
|
|
Balance at September 30, 2007 |
|
$ |
120,467 |
|
The total amount of unrecognized tax benefits that would, if recognized, affect the effective income tax rate was approximately $65 million as of September 30, 2007, and approximately $57 million as of December 31, 2006.
The Company also recognizes accrued interest expense and penalties related to the unrecognized tax benefits as additional tax expense, which is consistent with prior periods. The total amount of accrued interest and penalties was approximately $32 million as of September 30, 2007, and was approximately $25 million as of December 31, 2006.
With few exceptions, the Company is no longer subject to U.S. federal, state and local, or non-U.S. income tax examinations by tax authorities for years prior to 2000. Management believes that its accrual for tax liabilities is adequate for all open audit years. This assessment relies on estimates and assumptions and may involve a series of complex judgments about future events.
It is reasonably possible that U.S. federal, state and local, and non-U.S. tax examinations will be settled during the next twelve months. If any of these tax audit settlements do occur within the next twelve months, the Company would make any necessary adjustments to the accrual for uncertain tax benefits. Until formal resolutions are reached between the Company and the tax authorities, the determination of a possible audit settlement range for the effect on uncertain tax benefits is not practicable. On the basis of present information, it is the opinion of the Companys management that any assessments resulting from the current audits will not have a material effect on the Companys consolidated financial statements.
11
NOTE 6. COMMON STOCK
During the first nine months of 2007, the Company repurchased 89,117 shares of its Class A Common Stock under its stock repurchase program at a cost of $1.9 million. The average price of these repurchases was $21.65 per share. As of September 30, 2007, approximately $92 million remained from the Companys current share repurchase authorization.
On March 22, 2007, the Companys Board of Directors authorized a $.23 per share dividend on the Companys Class A and Class B Common Stock, effective with the June 2007 dividend, representing a 31% increase from the prior quarterly dividend of $.175 per share.
NOTE 7. PENSION AND POSTRETIREMENT BENEFITS
Pension
The Company sponsors several pension plans (qualified funded plans and non-qualified unfunded plans) and makes contributions to several multi-employer pension plans, in connection with collective bargaining agreements. These plans cover substantially all employees.
On May 7, 2007, the Company sold the Broadcast Media Group. As part of the sale, Broadcast Media Group employees no longer accrue benefits under the Companys pension plan and those employees who on the date of sale were within a year of becoming eligible for early retirement were bridged to retirement-eligible status. Upon retirement, all Broadcast Media Group employees will receive pension benefits equal to their vested amount as of the date of the sale. The sale significantly reduced the expected years of future service from current employees, resulting in a curtailment of the pension plan. The Company recorded a special termination charge, for benefits provided to employees bridged to retirement-eligible status, of $0.9 million, which is reflected in the gain on the sale of the Broadcast Media Group.
In connection with the curtailment, the Company remeasured one of its pension plans as of the date of the sale of the Broadcast Media Group. The curtailment and remeasurement resulted in a decrease in the pension liability and an increase in other comprehensive income (before taxes) of $40.4 million.
The components of net periodic pension cost of all Company-sponsored pension plans were as follows:
|
|
For the Quarters Ended |
|
||||||||||||||||
|
|
September 30, 2007 |
|
September 24, 2006 |
|
||||||||||||||
(In thousands) |
|
Qualified |
|
Non- |
|
All Plans |
|
Qualified |
|
Non- |
|
All Plans |
|
||||||
Service cost |
|
$ |
11,403 |
|
$ |
519 |
|
$ |
11,922 |
|
$ |
12,888 |
|
$ |
589 |
|
$ |
13,477 |
|
Interest cost |
|
23,500 |
|
3,574 |
|
27,074 |
|
22,261 |
|
3,015 |
|
25,276 |
|
||||||
Expected return on plan assets |
|
(30,335 |
) |
|
|
(30,335 |
) |
(28,162 |
) |
|
|
(28,162 |
) |
||||||
Amortization of prior service cost |
|
360 |
|
18 |
|
378 |
|
361 |
|
18 |
|
379 |
|
||||||
Recognized actuarial loss |
|
1,571 |
|
1,982 |
|
3,553 |
|
5,887 |
|
1,665 |
|
7,552 |
|
||||||
Net periodic pension cost |
|
$ |
6,499 |
|
$ |
6,093 |
|
$ |
12,592 |
|
$ |
13,235 |
|
$ |
5,287 |
|
$ |
18,522 |
|
12
|
|
For the Nine Months Ended |
|
||||||||||||||||
|
|
September 30, 2007 |
|
September 24, 2006 |
|
||||||||||||||
(In thousands) |
|
Qualified |
|
Non- |
|
All Plans |
|
Qualified |
|
Non- |
|
All Plans |
|
||||||
Service cost |
|
$ |
34,210 |
|
$ |
1,557 |
|
$ |
35,767 |
|
$ |
38,907 |
|
$ |
1,765 |
|
$ |
40,672 |
|
Interest cost |
|
70,501 |
|
10,722 |
|
81,223 |
|
66,754 |
|
9,045 |
|
75,799 |
|
||||||
Expected return on plan assets |
|
(91,006 |
) |
|
|
(91,006 |
) |
(84,445 |
) |
|
|
(84,445 |
) |
||||||
Amortization of prior service cost |
|
1,082 |
|
53 |
|
1,135 |
|
1,095 |
|
52 |
|
1,147 |
|
||||||
Recognized actuarial loss |
|
4,715 |
|
5,947 |
|
10,662 |
|
17,922 |
|
4,993 |
|
22,915 |
|
||||||
Effect of curtailment |
|
15 |
|
|
|
15 |
|
512 |
|
|
|
512 |
|
||||||
Special termination benefits |
|
|
|
908 |
|
908 |
|
|
|
|
|
|
|
||||||
Net periodic pension cost |
|
$ |
19,517 |
|
$ |
19,187 |
|
$ |
38,704 |
|
$ |
40,745 |
|
$ |
15,855 |
|
$ |
56,600 |
|
Although the Company does not have any quarterly funding requirements in 2007 (under the Employee Retirement Income Security Act of 1974, as amended, and Internal Revenue Code requirements), the Company will make contractual funding contributions of approximately $13 million (approximately $10 million was made in the first nine months of 2007) for The New York Times Newspaper Guild pension plan. The Company does not expect to make additional contributions to its other pension plans.
Postretirement Benefits
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. In addition, the Company contributes to a postretirement plan under the provisions of a collective bargaining agreement.
As part of the Broadcast Media Group sale, those employees who on the date of sale were within a year of becoming retirement eligible under the Companys postretirement plan will be eligible to receive postretirement benefits upon reaching age 55. All other Broadcast Media Group employees under age 55 are no longer eligible for benefits under the Companys postretirement plan. The sale significantly reduced the expected years of future service from current employees, resulting in a curtailment of the postretirement plan. The Company recorded a curtailment gain of $4.7 million and a special termination charge, for benefits provided to employees bridged to retirement-eligible status, of $0.7 million, which is reflected in the gain on the sale of the Broadcast Media Group.
In connection with the curtailment, the Company remeasured one of its postretirement plans as of the date of the sale of the Broadcast Media Group. The curtailment and remeasurement resulted in a decrease in the postretirement liability of $5.1 million and an increase in other comprehensive income (before taxes) of $0.4 million.
In the third quarter of 2007, the Company amended one of its postretirement plans by placing a 3% cap (effective January 1, 2008) on the Companys annual medical contribution increase for post-65 retirees. In connection with this plan amendment, the Company remeasured its postretirement obligation as of the plan amendment date. The plan amendment and remeasurement resulted in a decrease in the postretirement liability and an increase in other comprehensive income (before taxes) of approximately $50 million.
13
The components of net periodic postretirement benefit cost were as follows:
|
|
For the Quarters Ended |
|
For the Nine Months Ended |
|
||||||||
(In thousands) |
|
September 30, |
|
September 24, |
|
September 30, |
|
September 24, |
|
||||
Service cost |
|
$ |
2,022 |
|
$ |
2,376 |
|
$ |
6,066 |
|
$ |
7,128 |
|
Interest cost |
|
3,748 |
|
3,667 |
|
11,246 |
|
11,001 |
|
||||
Expected return on plan assets |
|
|
|
(10 |
) |
|
|
(30 |
) |
||||
Amortization of prior service credit |
|
(1,983 |
) |
(1,794 |
) |
(5,949 |
) |
(5,382 |
) |
||||
Recognized actuarial loss |
|
785 |
|
744 |
|
2,354 |
|
2,232 |
|
||||
Effect of curtailment |
|
|
|
|
|
(4,717 |
) |
|
|
||||
Special termination benefits |
|
|
|
|
|
703 |
|
|
|
||||
Net periodic postretirement cost |
|
$ |
4,572 |
|
$ |
4,983 |
|
$ |
9,703 |
|
$ |
14,949 |
|
NOTE 8. OTHER
Staff Reductions
The Company recognized staff reduction charges of $4.9 million in the third quarter of 2007 and $17.6 million in the first nine months of 2007. In the third quarter and first nine months of 2006, the Company recognized staff reduction charges of $7.4 million and $25.9 million, respectively. Most of the charges in 2007 and 2006 were recognized at the News Media Group. These charges are primarily recorded in Selling, general and administrative costs in the Companys Condensed Consolidated Statements of Income. As of September 30, 2007, the Company had a staff reduction liability of $10.0 million included in Accrued expenses in the Companys Condensed Consolidated Balance Sheet.
Plant Consolidation
In 2006, the Company announced plans to consolidate the printing operations of a facility it leased in Edison, N.J., into its newer facility in College Point, N.Y. As part of the consolidation, the Company purchased the Edison facility and then sold it, with two adjacent properties it already owned, to a third party. The purchase and sale of the Edison facility closed in the second quarter of 2007, relieving the Company of rental terms that were above market as well as certain restoration obligations under the original lease. As a result of the sale, the Company recognized a pre-tax loss of $68.2 million ($41.3 million after-tax) in the second quarter of 2007. This loss is recorded in Net loss on sale of assets in the Companys Condensed Consolidated Statements of Income.
As part of the consolidation, the Company expects a workforce reduction of approximately 300 full-time equivalent employees resulting in a charge of $16 to $20 million for staff reduction costs, of which approximately $1 million was recorded as of September 30, 2007, with the majority of the remaining amount to be recorded in the fourth quarter of 2007.
14
Sale of WQEW-AM
On April 26, 2007, the Company sold WQEW-AM to Radio Disney, LLC (which provided substantially all of WQEW-AM programming through a licensing agreement) for $40.0 million. The Company recognized a pre-tax gain of $39.6 million ($21.2 million after-tax) in the second quarter of 2007.
NOTE 9. EARNINGS PER SHARE
Basic and diluted earnings per share have been computed as follows:
|
|
For the Quarters Ended |
|
For the Nine Months Ended |
|
||||||||
(In thousands, except per share data) |
|
September 30, |
|
September 24, |
|
September 30, |
|
September 24, |
|
||||
Basic earnings per share computation: |
|
|
|
|
|
|
|
|
|
||||
Numerator |
|
|
|
|
|
|
|
|
|
||||
Income from continuing operations |
|
$ |
14,110 |
|
$ |
8,307 |
|
$ |
56,297 |
|
$ |
92,700 |
|
Discontinued operations, net of income taxes Broadcast Media Group |
|
(671 |
) |
4,290 |
|
99,412 |
|
11,890 |
|
||||
Net income |
|
$ |
13,439 |
|
$ |
12,597 |
|
$ |
155,709 |
|
$ |
104,590 |
|
Denominator |
|
|
|
|
|
|
|
|
|
||||
Average number of common shares outstanding |
|
143,902 |
|
144,454 |
|
143,901 |
|
144,803 |
|
||||
Income from continuing operations |
|
$ |
.10 |
|
$ |
.06 |
|
$ |
.39 |
|
$ |
.64 |
|
Discontinued operations, net of income taxes Broadcast Media Group |
|
(.01 |
) |
.03 |
|
.69 |
|
.08 |
|
||||
Basic earnings per share |
|
$ |
.09 |
|
$ |
.09 |
|
$ |
1.08 |
|
$ |
.72 |
|
Diluted earnings per share computation: |
|
|
|
|
|
|
|
|
|
||||
Numerator |
|
|
|
|
|
|
|
|
|
||||
Income from continuing operations |
|
$ |
14,110 |
|
$ |
8,307 |
|
$ |
56,297 |
|
$ |
92,700 |
|
Discontinued operations, net of income taxes Broadcast Media Group |
|
(671 |
) |
4,290 |
|
99,412 |
|
11,890 |
|
||||
Net income |
|
$ |
13,439 |
|
$ |
12,597 |
|
$ |
155,709 |
|
$ |
104,590 |
|
Denominator |
|
|
|
|
|
|
|
|
|
||||
Average number of common shares outstanding |
|
143,902 |
|
144,454 |
|
143,901 |
|
144,803 |
|
||||
Incremental shares for assumed exercise of securities |
|
210 |
|
114 |
|
156 |
|
179 |
|
||||
Total shares |
|
144,112 |
|
144,568 |
|
144,057 |
|
144,982 |
|
||||
Income from continuing operations |
|
$ |
.10 |
|
$ |
.06 |
|
$ |
.39 |
|
$ |
.64 |
|
Discontinued operations, net of income taxes Broadcast Media Group |
|
(.01 |
) |
.03 |
|
.69 |
|
.08 |
|
||||
Diluted earnings per share |
|
$ |
.09 |
|
$ |
.09 |
|
$ |
1.08 |
|
$ |
.72 |
|
The difference between basic and diluted shares is primarily due to the assumed exercise of stock options included in the diluted earnings per share computation.
Stock options with exercise prices that exceeded the average fair market value of the Companys Common Stock had an antidilutive effect and, therefore, were excluded from the computation of diluted earnings per share. Approximately 32 million stock options with exercise prices ranging from $22.23 to $48.54 were excluded from the computation in the third quarter and the first nine months of 2007. Approximately 30 million stock options with exercise prices ranging from $22.94 to $48.54 were excluded from the computation in the third quarter of 2006, and approximately 30 million stock options with exercise prices ranging from $25.05 to $48.54 were excluded from the computation in the first nine months of 2006.
15
NOTE 10. COMPREHENSIVE INCOME
Comprehensive income was as follows:
|
|
For the Quarters Ended |
|
For the Nine Months Ended |
|
||||||||
(In thousands) |
|
September 30, |
|
September 24, |
|
September 30, |
|
September 24, |
|
||||
Net income |
|
$ |
13,439 |
|
$ |
12,597 |
|
$ |
155,709 |
|
$ |
104,590 |
|
Foreign currency translation adjustments |
|
7,074 |
|
2,040 |
|
10,676 |
|
7,142 |
|
||||
Unrealized derivative gains on cash-flow hedges |
|
|
|
(3,945 |
) |
|
|
(1,014 |
) |
||||
Unrealized gain on marketable securities |
|
|
|
|
|
|
|
36 |
|
||||
Reclassification adjustment for realized loss included in net income |
|
|
|
|
|
|
|
468 |
|
||||
Adjustments to pension and postretirement obligations |
|
49,517 |
|
|
|
106,228 |
|
|
|
||||
Amortization of unrecognized amounts included in pension and postretirement obligations |
|
2,733 |
|
|
|
3,500 |
|
|
|
||||
Income tax charge |
|
(28,805 |
) |
1,631 |
|
(67,948 |
) |
194 |
|
||||
Comprehensive income |
|
$ |
43,958 |
|
$ |
12,323 |
|
$ |
208,165 |
|
$ |
111,416 |
|
The adjustments to pension and postretirement obligations in the above table were due to remeasurements of the obligations in 2007 (see Note 7).
The Accumulated other comprehensive loss, net of income taxes in the Companys Condensed Consolidated Balance Sheets was net of a deferred income tax benefit of approximately $84 million as of September 30, 2007, and approximately $152 million as of December 31, 2006.
NOTE 11. SEGMENT STATEMENTS OF INCOME
The Companys reportable segments consist of the News Media Group and the About Group. These segments are evaluated regularly by management in assessing performance and allocating resources.
Below is a description of the Companys reportable segments:
News Media Group (consisting of The New York Times Media Group, which principally includes The New York Times (The Times), NYTimes.com, the International Herald Tribune and WQXR-FM; the New England Media Group, which principally includes The Boston Globe (the Globe), Boston.com and the Worcester Telegram & Gazette; and the Regional Media Group, which includes 14 daily newspapers and their related digital operations); and
About Group (consisting of the Web sites of About.com, ConsumerSearch.com, UCompareHealthCare.com and Calorie-Count.com). The Company acquired UCompareHealthCare.com in the first quarter of 2007 and ConsumerSearch, Inc. in the second quarter of 2007 (see Note 3). The Condensed Consolidated Financial Statements include the operating results of these acquisitions subsequent to the date of each acquisition.
The Broadcast Media Group, which was sold on May 7, 2007, is classified as a discontinued operation and is no longer included as a reportable segment (see Note 2).
16
|
|
For the Quarters Ended |
|
For the Nine Months Ended |
|
||||||||
(In thousands) |
|
September 30, |
|
September 24, |
|
September 30, |
|
September 24, |
|
||||
|
|
|
|
|
|
|
|
|
|
||||
REVENUES |
|
|
|
|
|
|
|
|
|
||||
News Media Group |
|
$ |
729,635 |
|
$ |
721,260 |
|
$ |
2,257,350 |
|
$ |
2,302,441 |
|
About Group |
|
24,724 |
|
18,326 |
|
71,972 |
|
55,978 |
|
||||
Total |
|
$ |
754,359 |
|
$ |
739,586 |
|
$ |
2,329,322 |
|
$ |
2,358,419 |
|
|
|
|
|
|
|
|
|
|
|
||||
OPERATING PROFIT (LOSS) |
|
|
|
|
|
|
|
|
|
||||
News Media Group |
|
$ |
33,136 |
|
$ |
23,183 |
|
$ |
139,418 |
|
$ |
178,371 |
|
About Group |
|
6,291 |
|
6,418 |
|
23,132 |
|
20,670 |
|
||||
Corporate |
|
(11,322 |
) |
(11,716 |
) |
(36,631 |
) |
(34,448 |
) |
||||
Total |
|
$ |
28,105 |
|
$ |
17,885 |
|
$ |
125,919 |
|
$ |
164,593 |
|
Net income from joint ventures |
|
5,412 |
|
7,348 |
|
8,004 |
|
18,085 |
|
||||
Interest expense, net |
|
10,470 |
|
13,267 |
|
28,924 |
|
39,025 |
|
||||
Income from continuing operations before income taxes and minority interest |
|
23,047 |
|
11,966 |
|
104,999 |
|
143,653 |
|
||||
Income taxes |
|
8,991 |
|
3,926 |
|
48,741 |
|
51,557 |
|
||||
Minority interest in net loss of subsidiaries |
|
54 |
|
267 |
|
39 |
|
604 |
|
||||
Income from continuing operations |
|
14,110 |
|
8,307 |
|
56,297 |
|
92,700 |
|
||||
Discontinued operations, Broadcast Media Group: |
|
|
|
|
|
|
|
|
|
||||
Income from discontinued operations, net of income taxes |
|
|
|
4,290 |
|
5,753 |
|
11,890 |
|
||||
Gain/(loss) on sale, net of income taxes |
|
(671 |
) |
|
|
93,659 |
|
|
|
||||
Discontinued operations, net of income taxes |
|
(671 |
) |
4,290 |
|
99,412 |
|
11,890 |
|
||||
Net income |
|
$ |
13,439 |
|
$ |
12,597 |
|
$ |
155,709 |
|
$ |
104,590 |
|
NOTE 12. CONTINGENT LIABILITIES
New Headquarters Building
The Company recently relocated into its new headquarters building in New York City (the Building). In December 2001, a wholly owned subsidiary of the Company (NYT) and FC Lion LLC (a partnership between an affiliate of the Forest City Ratner Companies and an affiliate of ING Real Estate) became the sole members of The New York Times Building LLC (the Building Partnership), a partnership established for the purpose of constructing the Building. In August 2006, the Building was converted to a leasehold condominium, and NYT and FC Lion LLC each acquired ownership of its respective leasehold condominium units. Also in August 2006, Forest City Ratner Companies purchased the ownership interest in FC Lion LLC of the ING Real Estate affiliate. In turn, FC Lion LLC assigned its ownership interest in the Building Partnership and the FC Lion LLC condominium units to FC Eighth Ave., LLC.
In connection with the construction of the Building, the Building Partnership obtained a construction loan, secured by the Building. In January 2007, the construction loan was amended to release NYT as a co-borrower and release NYTs condominium units from the related lien. The Company was also released from its obligation to make an extension loan. The Company no longer includes the construction loan in its financial statements (see Note 4).
The Companys actual and anticipated capital expenditures in connection with the Building, net of proceeds from the sale of its previous headquarters, including core and shell and interior construction costs, are detailed in the following table.
17
Capital Expenditures |
|
|
|
(In millions) |
|
NYT |
|
2001-2006 |
|
$434 |
|
2007(a) |
|
$165-$185 |
|
Total |
|
$599-$619 |
|
Less: net sale proceeds(b) |
|
$106 |
|
Total, net of sale proceeds(c) |
|
$493-$513 |
|
(a) Excludes additional excess site acquisition costs (ESAC) that the Company expects to pay in 2008 or subsequently in connection with ongoing condemnation proceedings, the outcomes of which are not currently determinable. The Company will receive credits, totaling the amount of ESAC payments, against future payments to be made in lieu of real estate taxes.
(b) Represents cash proceeds from the sale of the Companys previous headquarters in 2006, net of income taxes and transaction costs.
(c) Includes estimated capitalized interest and salaries of approximately $48 million.
See the Companys Annual Report on Form 10-K for the year ended December 31, 2006, for additional information regarding the Building. In addition, during the first quarter of 2007, the Company leased five floors in its portion of the Building under a 15-year non-cancelable agreement.
The Company has outstanding guarantees on behalf of a third party that provides circulation customer service, telemarketing and home-delivery services for The Times and the Globe (the circulation servicer), and on behalf of two third parties that provide printing and distribution services for The Timess National Edition (the National Edition printers). In accordance with GAAP, the contingent obligations related to these guarantees are not reflected in the Companys Condensed Consolidated Balance Sheets as of September 30, 2007 and December 31, 2006.
The Company has guaranteed the payments under the circulation servicers credit facility and any miscellaneous costs related to any default thereunder (the credit facility guarantee). As of September 30, 2007, the total amount of the credit facility guarantee was approximately $20 million and the amount outstanding under the credit facility was approximately $15 million. On April 23, 2007, the credit facility was extended for another year and the amount available was reduced to $17.5 million. The credit facility guarantee was made by the Company to allow the circulation servicer to obtain more favorable financing terms. The circulation servicer has agreed to reimburse the Company for any amounts the Company pays under the credit facility guarantee and has granted the Company a security interest in all of its assets to secure repayment of any amounts the Company pays under the credit facility guarantee. In addition, the Company has guaranteed the payments of two property leases of the circulation servicer and any miscellaneous costs related to any default thereunder (the property lease guarantees). The total amount of the property lease guarantees was approximately $2 million as of September 30, 2007. One property lease expires in June 2008 and the other property lease expires in May 2009. The property lease guarantees were made by the Company to allow the circulation servicer to obtain space to conduct business.
The Company has guaranteed a portion of the payments of an equipment lease of a National Edition printer and any miscellaneous costs related to any default thereunder (the equipment lease guarantee). The total amount of the equipment lease guarantee was approximately $2 million as of September 30, 2007. The
18
equipment lease expires in March 2011. The Company made the equipment lease guarantee to allow the National Edition printer to obtain lower cost of lease financing.
The Company has also guaranteed certain debt of one of the two National Edition printers and any miscellaneous costs related to any default thereunder (the debt guarantee). The total amount of the debt guarantee was approximately $5 million as of September 30, 2007. The debt guarantee, which expires in May 2012, was made by the Company to allow the National Edition printer to obtain a lower cost of borrowing. The Company has obtained a secured guarantee from a related party of this National Edition printer to repay the Company for any amounts that it would pay under the debt guarantee. In addition, the Company has a security interest in the equipment that was purchased by the National Edition printer with the funds it received from its debt issuance, as well as other equipment and real property.
The Company would have to perform the obligations of the circulation servicer under the credit facility and property lease guarantees and of the National Edition printers under the equipment lease and debt guarantees if any of the circulation servicer or the National Edition printers defaulted under the terms of their respective agreements.
Other
The Company also has letters of credit of approximately $24 million, which are required by insurance companies, to provide support for the Companys workers compensation liability. The workers compensation liability is included in the Companys Condensed Consolidated Balance Sheet as of September 30, 2007.
There are various legal actions that have arisen in the ordinary course of business and are now pending against the Company. These actions are generally for amounts greatly in excess of the payments, if any, that may be required to be made. It is the opinion of management after reviewing these actions with legal counsel to the Company that the ultimate liability that might result from these actions would not have a material adverse effect on the Companys Condensed Consolidated Financial Statements.
19
Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
We are a leading media and news organization serving our audiences through print, online and mobile technology. Our segments and divisions are:
News Media Group (consisting of The New York Times Media Group, which principally includes The New York Times (The Times), NYTimes.com, the International Herald Tribune and WQXR-FM; the New England Media Group, which principally includes The Boston Globe (the Globe), Boston.com and the Worcester Telegram & Gazette; and the Regional Media Group, which includes 14 daily newspapers and their related digital operations). The News Media Group generates revenues principally from print, online and radio advertising and through circulation. Other revenues, which make up the remainder of revenues, primarily consist of revenues from wholesale delivery operations, news services/syndication, digital archives, TimesSelect, Baseline StudioSystems, rental income and commercial printing. The News Media Groups main operating costs are employee-related costs and raw materials, primarily newsprint.
About Group (consisting of the Web sites of About.com, ConsumerSearch.com, UCompareHealthCare.com and Calorie-Count.com). The About Group principally generates revenues from display advertising relevant to its adjacent content, cost-per-click advertising (sponsored links for which the About Group is paid when a user clicks on the ad) and e-commerce (including sales lead generation). Almost all of its revenues (95% in the first nine months of 2007) are derived from the sale of advertisements (display and cost-per-click advertising). Cost-per-click advertising accounts for 49% of the About Groups total advertising revenues. The About Groups main operating costs are employee-related costs and content and hosting costs.
Joint Ventures Our investments accounted for under the equity method are as follows:
a 49% interest in Metro Boston LLC, which publishes a free daily newspaper catering to professionals and students in the Greater Boston area,
a 49% interest in a Canadian newsprint company, Donohue Malbaie Inc.,
a 40% interest in a partnership, Madison Paper Industries, operating a supercalendered paper mill in Maine, and
an approximately 17% interest in New England Sports Ventures, which owns the Boston Red Sox, Fenway Park and adjacent real estate, 80% of the New England Sports Network, a regional cable sports network, and 50% of Roush Fenway Racing, a leading NASCAR team.
RECENT DEVELOPMENTS
Broadcast Media Group Sale
On May 7, 2007, we sold the Broadcast Media Group, consisting of nine network-affiliated television stations, their related Web sites and the digital operating center, for approximately $575 million. This decision was a result of our ongoing analysis of our business portfolio and has allowed us to place an even greater emphasis on developing and integrating our print and growing digital resources. We recognized a pre-tax gain on the sale of
20
$189.9 million ($93.7 million after-tax) for the first nine months of 2007, and we used the cash proceeds of the sale to repay our outstanding commercial paper.
Acquisitions
On May 4, 2007, we acquired ConsumerSearch, Inc., a leading online aggregator and publisher of consumer product reviews, for approximately $33 million.
On March 27, 2007, we acquired UCompareHealthCare.com, a site that provides dynamic Web-based interactive tools to consumers to enable them to measure the quality of certain healthcare services, for $2.3 million.
The operating results of these acquisitions are included within the operating results of the About Group from the dates of acquisition. See Note 3 of the Notes to the Condensed Consolidated Financial Statements.
Sale of WQEW-AM
On April 26, 2007, we sold WQEW-AM (WQEW) to Radio Disney, LLC (which had been providing substantially all of WQEW programming through a licensing agreement) for $40 million. We recognized a pre-tax gain of $39.6 million ($21.2 million after-tax) in the second quarter of 2007.
Plant Consolidation
We are in the process of consolidating the printing operations of a facility we lease in Edison, N.J., into our newer facility in College Point, N.Y. The plant consolidation is part of our expense reduction initiatives and is expected to be completed in the second quarter of 2008. As part of the consolidation, we originally planned to sublease the Edison facility through 2018, the end of the then-existing lease term. After evaluating the options with respect to the original lease, we decided it was financially prudent to purchase the Edison facility and sell it, with two adjacent properties we already owned, to a third party. The purchase and sale of the Edison facility closed in the second quarter of 2007, relieving us of rental terms that were above market as well as certain restoration obligations under the original lease. As a result of the sale, we recognized a pre-tax loss of $68.2 million ($41.3 million after-tax) in the second quarter of 2007.
In addition to the loss mentioned above, we estimate costs to close the Edison facility as follows:
$66 to $69 million for accelerated depreciation expense, of which approximately $57 million has been recognized through September 30, 2007. The remainder will be recognized through the end of the first quarter of 2008 ($6 to $7 million in the fourth quarter of 2007; and $3 to $5 million in the first quarter of 2008). This expense is for the acceleration of depreciation expense for assets that we continue to own at the Edison facility, mainly printing presses.
$16 to $20 million for staff reduction costs, of which approximately $1 million was recorded as of September 30, 2007, with the majority of the remaining amount to be recorded in the fourth quarter of 2007. As part of the consolidation, we expect a workforce reduction of approximately 300 full-time
21
equivalent employees.
$5 to $6 million in other costs, mainly restoration costs, under the new Edison lease, of which approximately $2 million was recorded as of September 30, 2007. The remainder will be recognized through the end of the second quarter of 2008.
Capital expenditures for the plant consolidation are estimated to be $135 to $147 million, a significant portion of which will be made in 2007. We expect to save $30 million annually due to lower operating costs and have avoided the need for approximately $50 million in capital investment at the Edison facility over the next ten years.
FOURTH QUARTER 2007 EXPECTATIONS
Expectations regarding key financial measures for the fourth quarter of 2007 are discussed in the table below.
Item |
|
Fourth Quarter 2007 Expectation |
Staff reduction costs |
|
$14 to $16 million |
Depreciation & amortization |
|
$48 to $50 million(a) |
Income from joint ventures |
|
Loss of $3 to $5 million |
Interest expense |
|
$11 to $13 million |
Income tax rate |
|
Approximately 41% |
Capital expenditures |
|
$50 to $80 million |
(a) Includes $6 to $7 million of accelerated depreciation expense associated with the plant consolidation project, mainly presses. Depreciation for our new headquarters building in New York City is expected to be approximately $7 to $8 million per quarter.
In addition, we believe that we can achieve a reduction in costs from our year-end 2007 cost base of approximately $230 million in 2008 and 2009, excluding the effects of inflation and certain one-time costs. About $130 million of these savings are expected in 2008.
22
RESULTS OF OPERATIONS
The following table presents our consolidated financial results.
|
|
For the Quarters Ended |
|
For the Nine Months Ended |
|
||||||||||||
(In thousands) |
|
September 30, |
|
September 24, |
|
% Change |
|
September 30, |
|
September 24, |
|
% Change |
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Revenues |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Advertising |
|
$ |
465,043 |
|
$ |
465,476 |
|
(0.1 |
) |
$ |
1,478,425 |
|
$ |
1,527,604 |
|
(3.2 |
) |
Circulation |
|
223,420 |
|
215,007 |
|
3.9 |
|
664,538 |
|
654,993 |
|
1.5 |
|
||||
Other |
|
65,896 |
|
59,103 |
|
11.5 |
|
186,359 |
|
175,822 |
|
6.0 |
|
||||
Total revenues |
|
754,359 |
|
739,586 |
|
2.0 |
|
2,329,322 |
|
2,358,419 |
|
(1.2 |
) |
||||
Operating costs |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Production costs |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Raw materials |
|
58,643 |
|
75,178 |
|
(22.0 |
) |
196,678 |
|
241,593 |
|
(18.6 |
) |
||||
Wages and benefits |
|
163,367 |
|
162,908 |
|
0.3 |
|
487,810 |
|
490,701 |
|
(0.6 |
) |
||||
Other |
|
109,952 |
|
106,012 |
|
3.7 |
|
318,421 |
|
322,879 |
|
(1.4 |
) |
||||
Total production costs |
|
331,962 |
|
344,098 |
|
(3.5 |
) |
1,002,909 |
|
1,055,173 |
|
(5.0 |
) |
||||
Selling, general and administrative costs |
|
342,503 |
|
340,927 |
|
0.5 |
|
1,029,045 |
|
1,030,941 |
|
(0.2 |
) |
||||
Depreciation and amortization |
|
51,789 |
|
36,676 |
|
41.2 |
|
142,871 |
|
107,712 |
|
32.6 |
|
||||
Total operating costs |
|
726,254 |
|
721,701 |
|
0.6 |
|
2,174,825 |
|
2,193,826 |
|
(0.9 |
) |
||||
Net loss on sale of assets |
|
|
|
|
|
N/A |
|
68,156 |
|
|
|
N/A |
|
||||
Gain on sale of WQEW- AM |
|
|
|
|
|
N/A |
|
39,578 |
|
|
|
N/A |
|
||||
Operating profit |
|
28,105 |
|
17,885 |
|
57.1 |
|
125,919 |
|
164,593 |
|
(23.5 |
) |
||||
Net income from joint ventures |
|
5,412 |
|
7,348 |
|
(26.3 |
) |
8,004 |
|
18,085 |
|
(55.7 |
) |
||||
Interest expense, net |
|
10,470 |
|
13,267 |
|
(21.1 |
) |
28,924 |
|
39,025 |
|
(25.9 |
) |
||||
Income from continuing operations before income taxes and minority interest |
|
23,047 |
|
11,966 |
|
92.6 |
|
104,999 |
|
143,653 |
|
(26.9 |
) |
||||
Income taxes |
|
8,991 |
|
3,926 |
|
* |
|
48,741 |
|
51,557 |
|
(5.5 |
) |
||||
Minority interest in net loss of subsidiaries |
|
54 |
|
267 |
|
(79.8 |
) |
39 |
|
604 |
|
(93.5 |
) |
||||
Income from continuing operations |
|
14,110 |
|
8,307 |
|
69.9 |
|
56,297 |
|
92,700 |
|
(39.3 |
) |
||||
Discontinued operations, Broadcast Media Group: |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Income from discontinued operations, net of income taxes |
|
|
|
4,290 |
|
(100.0 |
) |
5,753 |
|
11,890 |
|
(51.6 |
) |
||||
Gain/(loss) on sale, net of income taxes |
|
(671 |
) |
|
|
N/A |
|
93,659 |
|
|
|
N/A |
|
||||
Discontinued operations, net of income taxes |
|
(671 |
) |
4,290 |
|
* |
|
99,412 |
|
11,890 |
|
* |
|
||||
Net income |
|
$ |
13,439 |
|
$ |
12,597 |
|
6.7 |
|
$ |
155,709 |
|
$ |
104,590 |
|
48.9 |
|
* Represents an increase or decrease in excess of 100%.
Revenues
Revenues by reportable segment and for the Company as a whole were as follows:
|
|
For the Quarters Ended |
|
For the Nine Months Ended |
|
||||||||||||
(In thousands) |
|
September 30, |
|
September 24, |
|
% Change |
|
September 30, |
|
September 24, |
|
% Change |
|
||||
Revenues: |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
News Media Group |
|
$ |
729,635 |
|
$ |
721,260 |
|
1.2 |
|
$ |
2,257,350 |
|
$ |
2,302,441 |
|
(2.0 |
) |
About Group |
|
24,724 |
|
18,326 |
|
34.9 |
|
71,972 |
|
55,978 |
|
28.6 |
|
||||
Total revenues |
|
$ |
754,359 |
|
$ |
739,586 |
|
2.0 |
|
$ |
2,329,322 |
|
$ |
2,358,419 |
|
(1.2 |
) |
23
News Media Group
Advertising, circulation and other revenues by operating segment of the News Media Group and for the Group as a whole were as follows:
|
|
For the Quarters Ended |
|
For the Nine Months Ended |
|
||||||||||||
(In thousands) |
|
September 30, |
|
September 24, |
|
% Change |
|
September 30, |
|
September 24, |
|
% Change |
|
||||
The New York Times Media Group |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Advertising |
|
$ |
271,234 |
|
$ |
261,653 |
|
3.7 |
|
$ |
867,774 |
|
$ |
885,509 |
|
(2.0 |
) |
Circulation |
|
162,896 |
|
153,739 |
|
6.0 |
|
481,446 |
|
467,858 |
|
2.9 |
|
||||
Other |
|
47,388 |
|
41,516 |
|
14.1 |
|
133,607 |
|
123,337 |
|
8.3 |
|
||||
Total |
|
$ |
481,518 |
|
$ |
456,908 |
|
5.4 |
|
$ |
1,482,827 |
|
$ |
1,476,704 |
|
0.4 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
New England Media Group |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Advertising |
|
$ |
91,838 |
|
$ |
97,424 |
|
(5.7 |
) |
$ |
289,414 |
|
$ |
307,569 |
|
(5.9 |
) |
Circulation |
|
39,755 |
|
40,483 |
|
(1.8 |
) |
117,537 |
|
121,055 |
|
(2.9 |
) |
||||
Other |
|
11,498 |
|
11,146 |
|
3.2 |
|
31,548 |
|
32,173 |
|
(1.9 |
) |
||||
Total |
|
$ |
143,091 |
|
$ |
149,053 |
|
(4.0 |
) |
$ |
438,499 |
|
$ |
460,797 |
|
(4.8 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Regional Media Group |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Advertising |
|
$ |
78,609 |
|
$ |
88,938 |
|
(11.6 |
) |
$ |
253,020 |
|
$ |
281,330 |
|
(10.1 |
) |
Circulation |
|
20,769 |
|
20,785 |
|
(0.1 |
) |
65,555 |
|
66,080 |
|
(0.8 |
) |
||||
Other |
|
5,648 |
|
5,576 |
|
1.3 |
|
17,449 |
|
17,530 |
|
(0.5 |
) |
||||
Total |
|
$ |
105,026 |
|
$ |
115,299 |
|
(8.9 |
) |
$ |
336,024 |
|
$ |
364,940 |
|
(7.9 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total News Media Group |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Advertising |
|
$ |
441,681 |
|
$ |
448,015 |
|
(1.4 |
) |
$ |
1,410,208 |
|
$ |
1,474,408 |
|
(4.4 |
) |
Circulation |
|
223,420 |
|
215,007 |
|
3.9 |
|
664,538 |
|
654,993 |
|
1.5 |
|
||||
Other |
|