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| NYT > SEC Filings for NYT > Form 10-Q on 7-May-2009 | All Recent SEC Filings |
7-May-2009
Quarterly Report
We are a diversified media company that currently includes newspapers, Internet businesses, a radio station, investments in paper mills and other investments. 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"), the International Herald Tribune, NYTimes.com, global.nytimes.com, WQXR-FM and related businesses; the New England Media Group, which principally includes The Boston Globe (the "Globe"), Boston.com, the Worcester Telegram & Gazette, Telegram.com and related businesses; and the Regional Media Group, which includes 14 daily newspapers, other print publications and related businesses). 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 news services/syndication, commercial printing, digital archives, rental income and direct mail advertising services. In 2008, other revenues also included revenues from the delivery of third-party publications by City & Suburban Delivery Systems, Inc. ("City & Suburban"), which was closed in early January 2009. The News Media Group's 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 Caloriecount.about.com). The About Group principally generates revenues from cost-per-click advertising (sponsored links for which the About Group is paid when a user clicks on the ad), display advertising that is relevant to its adjacent content, and e-commerce (including sales lead generation). Almost all of its revenues (95% in the first quarter of 2009) are derived from the sale of advertisements (cost-per-click and display advertising). Cost-per-click advertising accounts for 61% of the About Group's total advertising revenues. The About Group's 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 ("Metro Boston"), which publishes a free daily newspaper 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,
† a 25% interest in quadrantONE LLC, an online advertising network that sells bundled premium, targeted display advertising onto local newspaper and other Web sites, and
† a 17.75% interest in New England Sports Ventures ("NESV"), which owns the Boston Red Sox, Fenway Park and adjacent real estate, approximately 80% of the New England Sports Network (the regional cable sports network that televises the Red Sox games) and 50% of Roush Fenway Racing, a leading NASCAR team. In January 2009, we announced that we were exploring the sale of our interest in NESV.
Like many companies across America and in our industry, the challenges we face intensified in the first quarter. The effect of the global economic downturn, coupled with the secular changes affecting newspapers, resulted in significant declines in revenues as advertisers pulled back on print placements in all categories - national, retail and especially classified. Digital revenues also declined, although modestly, as a result of the weakening economy. Total advertising revenues declined 27.0% in the first quarter of 2009. Although we believe the rate of decline in advertising revenues in the second quarter will generally be similar to that of the first, it is early in the quarter and visibility in this economic environment is limited. As the advertising marketplace, particularly in print, changes, we continue to explore payment models as well as other approaches to generate revenues from our online content and to evaluate our circulation pricing models. See "- Results of Operations" for a further discussion of our first-quarter performance.
In light of deteriorating economic conditions, we have taken decisive steps in the first quarter of 2009 to reduce costs and improve our liquidity. These liquidity efforts are further described below and include the execution of a sale-leaseback financing for a portion of the space we own and occupy in our New York City headquarters and the issuance of senior unsecured notes and warrants. The proceeds from these transactions were used to repay existing debt. Nearly three-quarters of our debt now matures in 2015 or later.
RECENT DEVELOPMENTS
Sale-Leaseback Financing
In March 2009, one of our affiliates entered into an agreement to sell and simultaneously lease back a portion of our leasehold condominium interest in our headquarters building located at 620 Eighth Avenue in New York City ("Condo Interest"). The sale price for the Condo Interest was $225.0 million. We have an option, exercisable during the 10th year of the lease term, to repurchase the Condo Interest for $250.0 million. The lease term is 15 years, and we have three renewal options that could extend the term for an additional 20 years.
The transaction is accounted for as a financing transaction. As such, we will continue to depreciate the Condo Interest and account for the rental payments as interest expense. The difference between the purchase option price of $250.0 million and the net sale proceeds of approximately $214 million will be amortized over a 10-year period through interest expense. The effective interest rate on this transaction was approximately 13%. The net proceeds are included in "Long-term debt" in our Condensed Consolidated Balance Sheet as of March 29, 2009.
Redemption of Debt
On March 9, 2009, we called for redemption all $250.0 million aggregate principal amount of our 4.5% notes due March 15, 2010. The redemption price is equal to the present value of the principal and unpaid interest, plus accrued interest to the redemption settlement date. Also on March 9, 2009, we paid an estimated redemption price of $260.0 million, which was held in escrow until the settlement of the redemption. The redemption was settled on April 8, 2009, and therefore the carrying value of the notes of approximately $250 million and the estimated redemption price of $260.0 million held in escrow were included in "Current portion of long-term debt
and capital lease obligations" and "Cash held in escrow", respectively, in our Condensed Consolidated Balance Sheet as of March 29, 2009.
Medium-Term Notes
In February 2009, we repurchased all $49.5 million aggregate principal amount of our 10-year 7.125% Series I medium-term notes, maturing November 2009, for $49.4 million, or 99.875% of par (including commission).
In February and March 2009, we repurchased a total of $5.0 million aggregate principal amount of our 10-year 6.950% medium-term notes, maturing November 2009. The remaining aggregate principal amount of these medium-term notes was $44.5 million, which is included in "Current portion of long-term debt and capital lease obligations" in our Condensed Consolidated Balance Sheet as of March 29, 2009.
Senior Unsecured Obligations
In January 2009, pursuant to a securities purchase agreement with Inmobiliaria Carso, S.A. de C.V. and Banco Inbursa S.A., Institución de Banca Múltiple, Grupo Financiero Inbursa (each an "Investor" and collectively the "Investors"), we issued, for an aggregate purchase price of $250.0 million, (1) $250.0 million aggregate principal amount of 14.053% senior unsecured notes due January 15, 2015, and (2) detachable warrants to purchase 15.9 million shares of our Class A Common Stock at a price of $6.3572 per share. The warrants are exercisable at the holder's option at any time and from time to time, in whole or in part, until January 15, 2015. Each Investor is an affiliate of Carlos Slim Helú, the beneficial owner of approximately 7% of our Class A Common Stock (excluding the warrants). Each Investor purchased an equal number of notes and warrants.
We received proceeds of approximately $242 million (purchase price of $250.0 million, net of a $4.5 million investor funding fee and transaction costs), of which approximately $221 million was allocated to the notes and included in "Long-term debt" and approximately $21 million was allocated to the warrants and included in "Additional paid-in-capital" in our Condensed Consolidated Balance Sheet as of March 29, 2009. The difference between the purchase price of $250.0 million and the $221 million allocated to the notes, or approximately $29 million, will be amortized over a six-year period through interest expense. The effective interest rate on this transaction was approximately 17%.
The senior unsecured notes contain certain covenants that, among other things, limit (subject to certain exceptions) our ability and the ability of our subsidiaries to:
† incur or guarantee additional debt (other than certain refinancings
of existing debt, borrowings available under existing credit agreements and
certain other debt, in each case subject to the provisions of the securities
purchase agreement), unless (1) the debt is incurred after March 31, 2010, and
(2) immediately after the incurrence of the debt, our fixed charge coverage
ratio for the most recent four full fiscal quarters is at least 2.75:1. For
this purpose, the fixed charge coverage ratio for any period is defined as the
ratio of consolidated EBITDA for such period
(defined as consolidated net income in accordance with GAAP, plus interest, taxes, depreciation and amortization, non-cash items, including, without limitation, stock-based compensation expenses, and non-recurring expenses that reduce net income but that do not represent a cash item, minus tax credits and non-cash items increasing net income) to consolidated fixed charges for such period (defined as consolidated interest expense in accordance with GAAP, including the interest component of capital leases, plus, if applicable, dividends on any preferred stock or certain redeemable capital stock);
† create or incur liens with respect to any of our properties (subject to exceptions for customary permitted liens and liens securing debt in an amount less than 25% of adjusted stockholders' equity, based on a formula set forth in the securities purchase agreement, which does not include accumulated other comprehensive loss and excludes the impact of certain one-time non-cash charges, including non-cash impairment charges, minus the amount of guarantees of third-party debt); or
† transfer or sell assets, except for transfers or sales in the ordinary course of business, unless within 360 days of any such transfer or sale of assets, we use the net proceeds of such transfer or sale to repay outstanding senior debt or invest in a similar business, acquire properties or make capital expenditures. Any net proceeds from a transfer or asset sale not invested as described above will be deemed "excess proceeds." When the amount of the "excess proceeds" exceeds $10 million, we are required to make an offer to all holders of the senior unsecured notes to purchase the maximum aggregate principal amount of the senior unsecured notes that may be purchased with the "excess proceeds" at an offer price equal to 100% of such outstanding principal amount of the senior unsecured notes, plus accrued and unpaid interest, if any.
Sale of TimesDaily
On March 31, 2009, we sold the TimesDaily, a daily newspaper located in Florence, Ala., for $11.5 million. We expect to record a nominal gain on the sale in the second quarter of 2009.
Dividend Suspension
On February 19, 2009, our Board of Directors suspended the quarterly dividend on our Class A and Class B Common Stock.
City & Suburban Closure
In January 2009, we closed our subsidiary, City & Suburban, which operated a wholesale distribution business that delivered The Times and other newspapers and magazines to newsstands and retail outlets in the New York metropolitan area. With this change, we moved to a distribution model similar to that of The Times's national edition. As a result, The Times is currently delivered to newsstands and retail outlets in the New York metropolitan area through a combination of third-party wholesalers and our own drivers. In other markets in the
United States and Canada, The Times is delivered through agreements with other newspapers and third-party delivery agents.
In the first quarter of 2009, we recorded costs of $18.3 million due to the closure of City & Suburban. The costs include a $16.4 million estimated loss for the present value of remaining rental payments under leases, for property previously occupied by City & Suburban, in excess of estimated rental income under potential subleases. The estimated loss will be finalized when we enter into subleases or other transactions to utilize or exit the vacant properties.
As of March 29, 2009, total costs recorded to close City & Suburban were approximately $51 million, of which approximately $33 million was recorded in 2008 (principally consisting of $29 million in severance costs) and approximately $18 million was recorded in the first quarter of 2009 (principally the estimated loss on abandoned leases). While the majority of costs to close City & Suburban have been recognized as of March 29, 2009, additional costs could be incurred for the final loss on abandoned leases and a potential funding payment, triggered by the withdrawal of City & Suburban employees, under a multi-employer pension plan. The final amount of the funding payment, if any, is dependent on the final valuation of the funded status of the multi-employer pension plan, which is expected to be completed in the second quarter of 2009.
The effect of the closure on our first-quarter 2009 results was a decrease in other revenues (from the elimination of the delivery of third-party publications) of approximately $17 million, circulation revenues (from the sale of The Times to wholesale distributors rather than retailers) of approximately $2 million and operating costs of approximately $28 million.
Plant Closing - Billerica, Mass.
In September 2008, we announced that we will consolidate the Globe's printing facility in Billerica, Mass., into our Boston, Mass., facility. The consolidation is expected to be completed by the end of the first half of 2009. The costs to close the Billerica facility and consolidate printing facilities are estimated to be approximately $31 million, principally consisting of severance costs of approximately $13 million, accelerated depreciation charges of approximately $10 million and moving costs of approximately $8 million.
As of March 29, 2009, total costs recorded to close the Billerica facility were approximately $24 million, of which approximately $4 million was recorded in 2008 (for accelerated depreciation) and approximately $20 million was recorded in the first quarter of 2009 (approximately $13 million in severance, approximately $4 million in accelerated depreciation and approximately $3 million in moving costs). We expect to incur additional costs of approximately $7 million for moving costs and accelerated depreciation through the completion of the consolidation.
Capital expenditures to consolidate printing operations into one printing plant are estimated to be approximately $6 million, of which the majority is expected to be incurred in 2009.
Severance Costs
We recognized severance costs of $25.0 million in the first quarter of 2009 and $11.2 million in the first quarter of 2008. In the first quarter of 2009, most of the costs were recognized at the New England Media Group, which is part of the News Media Group. These costs are primarily recorded in "Selling, general and administrative costs" in our Condensed Consolidated Statements of Operations.
2009 EXPECTATIONS
For 2009, we expect depreciation and amortization to be $140 to $150 million, which includes accelerated depreciation of approximately $5 million related to the consolidation of the Globe's printing plants. We updated our projected capital expenditures to be approximately $75 million, including about $20 million for the Globe's plant consolidation and a systems project at the News Media Group. In 2009, we expect to save more than $330 million in operating costs.
Quarterly interest expense for the remainder of the year is expected to be higher than it was in the first quarter of 2009 because the sale-leaseback occurred at the end of March. For the year, we expect interest expense to be approximately $90 million.
The New England Media Group, which includes the Globe, the Worcester Telegram & Gazette and their Web sites, has been dramatically affected by secular and cyclical forces affecting the media industry. We have responded by consolidating printing facilities, raising circulation prices and reducing headcount and have also recently engaged in extensive negotiations with the Globe's unions on various cost-cutting measures. These negotiations have been concluded and the proposed changes to the Globe's union agreements will now be presented to union members for ratification. In total, the annual savings from the proposed changes are expected to be approximately $20 million. Before savings from changes to the union agreements or other cost-cutting initiatives or the effects of any revenue initiatives, we projected that 2009 operating losses at the Globe and Boston.com would be approximately $85 million.
We currently expect that our severance costs in 2009 will not exceed the amount we recorded in 2008, or approximately $81 million. However, given the economic outlook, we will continue to evaluate additional cost-reduction opportunities, including further staff reductions.
RESULTS OF OPERATIONS
The following table presents our consolidated financial results.
For the Quarters Ended
(In thousands) March 29, 2009 March 30, 2008 % Change
Revenues
Advertising $ 334,661 $ 458,339 (27.0 )
Circulation 228,914 226,629 1.0
Other 45,447 62,887 (27.7 )
Total revenues 609,022 747,855 (18.6 )
Operating costs
Production costs:
Raw materials 55,930 59,076 (5.3 )
Wages and benefits 145,461 169,907 (14.4 )
Other 89,308 111,581 (20.0 )
Total production costs 290,699 340,564 (14.6 )
Selling, general and administrative
costs 326,820 340,854 (4.1 )
Depreciation and amortization 36,774 41,931 (12.3 )
Total operating costs 654,293 723,349 (9.5 )
Loss on abandoned leases 16,363 - N/A
Impairment of assets - 18,291 N/A
Operating (loss)/profit (61,634 ) 6,215 *
Net income/(loss) from joint ventures 4,403 (1,793 ) *
Interest expense, net 18,146 11,745 54.5
Loss from continuing operations before
income taxes (75,377 ) (7,323 ) *
Income tax benefit (1,148 ) (7,692 ) (85.1 )
(Loss)/income from continuing operations (74,229 ) 369 *
Discontinued operations, net of income
taxes - Broadcast Media Group - (600 ) N/A
Net loss (74,229 ) (231 ) *
Net income attributable to the
noncontrolling interest (239 ) (104 ) *
Net loss attributable to The New York
Times Company common stockholders $ (74,468 ) $ (335 ) *
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Revenues
Revenues by reportable segment and for the Company as a whole were as follows:
For the Quarters Ended
(In thousands) March 29, 2009 March 30, 2008 % Change
Revenues:
News Media Group $ 582,182 $ 719,685 (19.1 )
About Group 26,840 28,170 (4.7 )
Total revenues $ 609,022 $ 747,855 (18.6 )
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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
(In thousands) March 29, 2009 March 30, 2008 % Change
The New York Times Media Group
Advertising $ 201,162 $ 276,700 (27.3 )
Circulation 166,876 165,785 0.7
Other 28,153 43,281 (35.0 )
Total $ 396,191 $ 485,766 (18.4 )
New England Media Group
Advertising $ 55,694 $ 81,378 (31.6 )
Circulation 38,140 37,675 1.2
Other 10,651 12,594 (15.4 )
Total $ 104,485 $ 131,647 (20.6 )
Regional Media Group
Advertising $ 52,367 $ 74,081 (29.3 )
Circulation 23,898 23,169 3.1
Other 5,241 5,022 4.4
Total $ 81,506 $ 102,272 (20.3 )
Total News Media Group
Advertising $ 309,223 $ 432,159 (28.4 )
Circulation 228,914 226,629 1.0
Other 44,045 60,897 (27.7 )
Total $ 582,182 $ 719,685 (19.1 )
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Advertising Revenues
Advertising revenue is primarily determined by the volume, rate and mix of advertisements. The effect of the global economic downturn, coupled with the secular changes affecting newspapers, resulted in significant declines in revenues in the first quarter of 2009. Advertisers pulled back on print placements in all categories - national, retail and especially classified. Total News Media Group advertising revenues decreased in the first quarter of 2009 primarily due to lower print and online volume. Print advertising revenues, which represented approximately 86% of total advertising revenues for the News Media Group, declined 30.9% and online advertising revenues declined 8.0% in the first quarter of 2009, mainly driven by classified advertising declines.
Advertising revenues (print and online) by category for the News Media Group were as follows:
For the Quarters Ended
(In thousands) March 29, 2009 March 30, 2008 % Change
National $ 169,078 $ 216,441 (21.9 )
Retail 71,601 95,427 (25.0 )
Classified 57,802 105,319 (45.1 )
Other 10,742 14,972 (28.3 )
Total $ 309,223 $ 432,159 (28.4 )
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Below is a percentage breakdown of first quarter 2009 advertising revenues (print and online) by division.
Retail Classified Other
and Help Real Total Advertising
National Preprint Wanted Estate Auto Other Classified Revenue Total
The New York Times
Media Group 74 % 12 % 3 % 6 % 1 % 3 % 13 % 1 % 100 %
New England Media Group 33 % 30 % 5 % 7 % 9 % 8 % 29 % 8 % 100 %
Regional Media Group 5 % 59 % 5 % 10 % 7 % 8 % 30 % 6 % 100 %
Total News Media Group 55 % 23 % 4 % 7 % 4 % 4 % 19 % 3 % 100 %
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The New York Times Media Group
Total advertising revenues declined in the first quarter of 2009 compared with the first quarter of 2008 primarily due to lower print advertising, particularly in the national category, and lower online revenues, principally in classified advertising.
National advertising decreased in the first quarter of 2009 compared with the same period in 2008 mainly because of lower print advertising offset in part by higher online revenues. National print advertising has been negatively affected by the slowdown in the economy, with significant categories such as studio entertainment, international fashion and live entertainment, experiencing declines. Online national advertising continues to grow as a result of secular shifts to online alternatives.
Classified advertising decreased in the first quarter of 2009 compared with the same period in 2008 due to declines in all print and online categories. The weakening economic conditions contributed to the declines in classified advertising, with print declines exacerbated by secular shifts to online alternatives, particularly in the real estate category.
Retail advertising declined in the first quarter of 2009 compared with the same period in 2008 because of lower volume in various print and online advertising categories. Weakening economic conditions contributed to shifts in marketing strategies and budget cuts of major advertisers, which have negatively affected retail advertising.
New England Media Group
The New England Media Group continues to see significant advertising revenue declines as a result of secular changes, business consolidations and exits from the market. Total advertising revenues declined in the first quarter of 2009 . . .
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