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NYT > SEC Filings for NYT > Form 10-Q on 6-Aug-2009All Recent SEC Filings

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Form 10-Q for NEW YORK TIMES CO


6-Aug-2009

Quarterly Report


Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

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 advertising in print, online and on the radio through WQXR-FM, which we have agreed to sell as discussed below, 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 six months 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.

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Like many companies across America and in our industry, we have continued to face a challenging business environment. The effect of the global economic downturn, coupled with the secular changes affecting newspapers, resulted in significant revenue declines in the first six months of 2009 as advertisers pulled back on print placements in all categories, although the rate of decline lessened throughout the second quarter. Digital revenues also decreased as a result of the weakening economy. Total advertising revenues declined 30.2% in the second quarter of 2009 and 28.6% in the first half of 2009 compared with the respective periods in 2008. Although we believe the rate of decline in advertising revenues will moderate slightly in the third quarter of 2009 from what we experienced in the second quarter, 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. In addition, we have continued our efforts to reduce expenses. In the second quarter of 2009, our operating costs declined 20% compared with the second quarter of 2008, with reductions in nearly all major expense categories. See "- Results of Operations" for a further discussion of our second-quarter and six-month performance.

In light of difficult economic conditions, we have also taken steps in the first six months of 2009 to improve our liquidity. These liquidity efforts are further described in the "Liquidity and Capital Resources" section 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 of WQXR-FM

On July 14, 2009, we entered into an agreement with subsidiaries of Univision Radio Inc. and with WNYC Radio for the sale of WQXR-FM, our New York City radio station, for a total of $45 million. Univision Radio will pay us $33.5 million to exchange the FCC 105.9 FM broadcast license and transmitting equipment for our license, equipment and stronger signal at 96.3 FM. At the same time, WNYC Radio will purchase the FCC license for 105.9 FM, all related transmitting equipment and WQXR's call letters and Web site from us for $11.5 million. Univision Radio will retain the WCAA call letters. The transaction is expected to close in the second half of the year after FCC approval has been granted. We plan to use the proceeds from the sale to pay outstanding debt.

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New England Media Group

The New England Media Group, which includes the Globe, the Worcester Telegram & Gazette and their Web sites, has been affected by secular and cyclical forces affecting the media industry. We have responded by developing a strategic plan that includes consolidating printing facilities, raising circulation prices and reducing compensation and headcount. In addition, we have retained Goldman, Sachs & Co. to explore a potential sale of the New England Media Group.

As part of our restructuring efforts, we have recently engaged in extensive negotiations with the Globe's unions on various cost-cutting measures. In the second and third quarters of 2009, employees of the Globe represented by various unions ratified amendments to their collective bargaining agreements, which we project will save $20 million in annual operating costs.

Amendments to two union agreements ratified in the second quarter included the elimination of certain non-qualified retirement benefits, which resulted in a curtailment. In connection with the curtailment, we remeasured the projected benefit obligation, resulting in a decrease in the pension liability and an increase in comprehensive income (before taxes) of approximately $5 million.

In addition, amendments to various collective bargaining agreements allow us to cease contributions to, and thus withdraw from, various multi-employer pension plans. These withdrawals are expected to result in withdrawal obligations to these respective plans for our proportionate share of any unfunded vested benefits. While a liability with respect to these various plans is likely, an estimate cannot be determined at this time, and therefore no amount has been recorded as of June 28, 2009. We will recognize a pension withdrawal obligation for each plan in the period in which an estimate is calculable. While the period over which the payment of these liabilities would be made has not yet been determined, a withdrawal liability is generally paid over a period of time that could extend up to 20 years (or beyond in the case of a mass withdrawal).

The amendments to the collective bargaining agreement ratified by the Boston Newspaper Guild of the Globe in the third quarter include freezing benefits under a Company-sponsored defined benefit pension plan. This will result in a curtailment and require us to remeasure the plan, which we expect will decrease the pension obligation for this plan.

Loan Issuance

In April 2009, we made a one-year secured term loan of approximately $13 million to a third-party that provides home-delivery services for The Times and the Globe and circulation customer services for The Times. We had previously guaranteed the payments under the circulation service provider's credit facility for approximately $20 million to enable it to obtain more favorable financing terms. However, the credit facility, which expired in April 2009, and our guarantee were replaced by our loan. The circulation service provider has agreed to pay us interest at an annual rate of 13% and has granted a security interest in all of its assets to secure the payment of the loan.

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Redemption of Debt

On April 8, 2009, we settled the redemption of all $250.0 million outstanding aggregate principal amount of our 4.5% notes due March 15, 2010, that had been called for redemption on March 9, 2009. The redemption price of approximately $260 million included a $9.3 million premium and was computed under the terms of the notes as the present value of the scheduled payments of principal and unpaid interest, plus accrued interest to the redemption settlement date.

Sale of TimesDaily

On March 31, 2009, we sold the TimesDaily, a daily newspaper located in Florence, Ala., for $11.5 million. We recorded a gain on the sale of $0.3 million in the second quarter of 2009.

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.

As of June 28, 2009, total costs recorded to close City & Suburban were approximately $59 million, of which approximately $26 million was recorded in the first six months of 2009 and approximately $33 million was recorded in 2008 (principally consisting of $29 million in severance costs). In the first six months of 2009, the costs included 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, recorded in the first quarter of 2009, and a $6.6 million estimated charge for a pension withdrawal obligation under a multi-employer pension plan recorded in the second quarter of 2009. While the majority of costs to close City & Suburban have been recognized as of June 28, 2009, the loss on abandoned leases may be adjusted as we enter into subleases or other transactions to utilize or exit the vacant properties, and the pension charge may be adjusted when we receive a final assessment regarding the actual pension withdrawal obligation to be paid.

The effect of the closure on our second-quarter 2009 results was a decrease in other revenues (from the elimination of the delivery of third-party publications) of approximately $18 million, circulation revenues (from the sale of The Times to wholesale distributors rather than retailers) of approximately $3 million and operating costs of approximately $29 million.

The effect of the closure on our six-month 2009 results was a decrease in other revenues of approximately $35 million, circulation revenues of approximately $5 million and operating costs of approximately $57 million.

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Plant Closing - Billerica, Mass.

In the second quarter of 2009, we completed the consolidation of the Globe's printing facility in Billerica, Mass., into our Boston, Mass., facility. The costs to close the Billerica facility and consolidate printing facilities are estimated to be approximately $30 million.

As of June 28, 2009, total costs recorded to close the Billerica facility were approximately $29 million, of which approximately $25 million was recorded in the first half of 2009 (approximately $13 million in severance, approximately $6 million in accelerated depreciation and approximately $6 million in moving costs) and approximately $4 million was recorded in 2008 (for accelerated depreciation). Additional moving costs of approximately $1 million are expected to be incurred in the second half of 2009.

Capital expenditures to consolidate printing operations into one printing plant were approximately $4 million, of which the majority was incurred in the first half of 2009.

Severance Costs

We recognized severance costs of $1.7 million in the second quarter of 2009 and $26.7 million in the first six months of 2009. In the second quarter and first six months of 2008, we recognized severance costs of $27.6 million and $38.8 million, respectively. In the first six months of 2009, most of the costs were recognized at the New England Media Group, which is part of the News Media Group, primarily as part of the consolidation of the Globe's printing facility in Billerica, Mass., into our Boston, Mass., facility. 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 $135 to $145 million (including $6 million of accelerated depreciation for the consolidation of the Globe's printing plants),

• Capital expenditures to be $70 million,

• Interest expense to be $85 million and

• Severance costs to be $30 million.

We expect operating costs to decrease approximately $450 million as a result of reductions in nearly all major expense categories. This includes year-over-year savings for:

• Closure of City & Suburban: $117 million,

• Newsprint: $65 million,

• Severance: $50 million,

• Benefit plan changes for nonunion employees: $18 million,

• Boston labor agreements: $10 million in the second half of 2009 and $20 million annually in 2010 and

• Boston plant consolidation: $9 million in the second half of 2009 and $18 million annually in 2010.

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RESULTS OF OPERATIONS

The following table presents our consolidated financial results.



                                                        For the Quarters Ended                                 For the Six Months Ended
(In thousands)                             June 28, 2009        June 29, 2008       % Change       June 28, 2009        June 29, 2008       % Change
Revenues
Advertising                               $       317,267      $       454,377         (30.2 )    $       651,928      $       912,716         (28.6 )
Circulation                                       227,476              224,168           1.5              456,390              450,797           1.2
Other                                              39,742               63,360         (37.3 )             85,189              126,247         (32.5 )

Total revenues                                    584,485              741,905         (21.2 )          1,193,507            1,489,760         (19.9 )
Operating costs
Production costs:
Raw materials                                      42,518               60,285         (29.5 )             98,448              119,361         (17.5 )
Wages and benefits                                130,491              155,605         (16.1 )            275,952              325,512         (15.2 )
Other                                              81,135              108,509         (25.2 )            170,443              220,090         (22.6 )

Total production costs                            254,144              324,399         (21.7 )            544,843              664,963         (18.1 )
Selling, general and administrative
costs                                             272,586              344,609         (20.9 )            599,406              685,463         (12.6 )
Depreciation and amortization                      34,424               32,642           5.5               71,198               74,573          (4.5 )

Total operating costs                             561,154              701,650         (20.0 )          1,215,447            1,424,999         (14.7 )
Loss on leases                                         -                    -            N/A               16,363                   -            N/A
Impairment of assets                                   -                    -            N/A                   -                18,291           N/A

Operating profit/(loss)                            23,331               40,255         (42.0 )            (38,303 )             46,470             *
Net income from joint ventures                      8,434               10,165         (17.0 )             12,837                8,372          53.3
Interest expense, net                              21,656               12,104          78.9               39,802               23,849          66.9
Premium on debt redemption                          9,250                   -            N/A                9,250                   -            N/A

Income/(loss) from continuing
operations before income taxes                        859               38,316         (97.8 )            (74,518 )             30,993             *
Income tax (benefit)/expense                      (38,265 )             17,251             *              (39,413 )              9,559             *

Income/(loss) from continuing
operations                                         39,124               21,065          85.7              (35,105 )             21,434             *
Discontinued operations, net of income
taxes- Broadcast Media Group                           -                   289           N/A                   -                  (311 )         N/A

Net income/(loss)                                  39,124               21,354          83.2              (35,105 )             21,123             *
Net income attributable to the
noncontrolling interest                               (60 )               (213 )       (71.8 )               (299 )               (317 )        (5.7 )

Net income/(loss) attributable to The
New York Times Company common
stockholders                              $        39,064      $        21,141          84.8      $       (35,404 )    $        20,806             *

* 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 Six Months Ended
(In thousands)                         June 28, 2009     June 29, 2008    % Change       June 28, 2009     June 29, 2008    % Change
Revenues:
News Media Group                      $       557,340   $       713,293      (21.9 )    $     1,139,522   $     1,432,978      (20.5 )
About Group                                    27,145            28,612       (5.1 )             53,985            56,782       (4.9 )

Total revenues                        $       584,485   $       741,905      (21.2 )    $     1,193,507   $     1,489,760      (19.9 )

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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                           For the Six Months Ended
(In thousands)                         June 28, 2009     June 29, 2008    % Change       June 28, 2009     June 29, 2008    % Change
The New York Times Media Group
Advertising                           $       185,049   $       270,906      (31.7 )    $       386,211   $       547,606      (29.5 )
Circulation                                   166,389           165,088        0.8              333,265           330,873        0.7
Other                                          23,395            43,506      (46.2 )             51,548            86,787      (40.6 )

Total                                 $       374,833   $       479,500      (21.8 )    $       771,024   $       965,266      (20.1 )


New England Media Group
Advertising                           $        58,678   $        85,153      (31.1 )    $       114,372   $       166,531      (31.3 )
Circulation                                    40,392            37,588        7.5               78,532            75,263        4.3
Other                                          10,346            12,752      (18.9 )             20,997            25,346      (17.2 )

Total                                 $       109,416   $       135,493      (19.2 )    $       213,901   $       267,140      (19.9 )


Regional Media Group
Advertising                           $        47,645   $        71,584      (33.4 )    $       100,012   $       145,665      (31.3 )
Circulation                                    20,695            21,492       (3.7 )             44,593            44,661       (0.2 )
Other                                           4,751             5,224       (9.1 )              9,992            10,246       (2.5 )

Total                                 $        73,091   $        98,300      (25.6 )    $       154,597   $       200,572      (22.9 )


Total News Media Group
Advertising                           $       291,372   $       427,643      (31.9 )    $       600,595   $       859,802      (30.1 )
Circulation                                   227,476           224,168        1.5              456,390           450,797        1.2
Other                                          38,492            61,482      (37.4 )             82,537           122,379      (32.6 )

Total                                 $       557,340   $       713,293      (21.9 )    $     1,139,522   $     1,432,978      (20.5 )

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 revenue declines in the second quarter and first six months of 2009. Advertisers pulled back on print placements in all categories - national, classified and retail. Total News Media Group advertising revenues decreased in the second quarter and first six months of 2009 compared with the same periods in the prior year, 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 33.3% for the second quarter and 32.1% for the first six months of 2009. Online advertising revenues declined 21.6% in the second quarter of 2009 and 15.3% for the first six months of 2009, mainly due to classified advertising declines.

Advertising revenues (print and online) by category for the News Media Group were as follows:

                            For the Quarters Ended                           For the Six Months Ended
(In thousands)    June 28, 2009     June 29, 2008    % Change       June 28, 2009     June 29, 2008    % Change
National         $       150,395   $       211,368      (28.8 )    $       319,473   $       427,809      (25.3 )
Retail                    74,345            99,254      (25.1 )            145,946           194,681      (25.0 )
Classified                55,455           101,633      (45.4 )            113,257           206,952      (45.3 )
Other                     11,177            15,388      (27.4 )             21,919            30,360      (27.8 )

Total            $       291,372   $       427,643      (31.9 )    $       600,595   $       859,802      (30.1 )

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Below is a percentage breakdown of advertising revenues in the first six months of 2009 (print and online) by division.

                                                                                                 Classified
                                                                   Retail                                                                             Other
                                                                    and         Help-        Real                                    Total         Advertising
                                                    National      Preprint      Wanted      Estate      Automotive      Other      Classified        Revenue        Total
The New York Times Media Group                            72 %          13 %         3 %         6 %             1 %        3 %            13 %              2 %      100 %
New England Media Group                                   31 %          33 %         5 %         8 %             8 %        6 %            27 %              9 %      100 %
Regional Media Group                                       5 %          59 %         5 %         9 %             7 %        9 %            30 %              6 %      100 %
Total News Media Group                                    53 %          24 %         4 %         7 %             4 %        4 %            19 %              4 %      100 %

The New York Times Media Group

Total advertising revenues declined in the second quarter and first six months of 2009 compared with the same periods last year primarily due to lower print advertising, particularly in the national category. Online advertising revenues also declined, principally in the national category in the second quarter of 2009, and principally in classified advertising in the first six months of 2009 compared with the same periods last year.

National advertising revenues decreased in the second quarter and first six months of 2009 compared with the same period in 2008 mainly because of lower print advertising. National print advertising has been negatively affected by the slowdown in the economy, with significant categories such as studio entertainment, live entertainment and financial services experiencing declines. Online national advertising also experienced volume declines in the second quarter and first six months of 2009 compared with the same periods last year.

Classified advertising revenues decreased in the second quarter and first six months of 2009 compared with the same periods in 2008 due to declines in all print and online categories (mainly real estate, help-wanted, and automotive). The weakening economic conditions contributed to the declines in classified advertising, with print declines exacerbated by secular shifts to online alternatives.

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