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 July 1, 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)

Registrant’s 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 registrant’s common stock outstanding as of August 3, 2007 (exclusive of treasury shares):

Class A Common Stock

 

 

143,089,491 shares

 

Class B Common Stock

 

 

832,572 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 Six Months Ended

 

 

 

July 1, 2007

 

June 25, 2006

 

July 1, 2007

 

June 25, 2006

 

 

 

(13 weeks)

 

(26 weeks)

 

Revenues

 

 

 

 

 

 

 

 

 

Advertising

 

$

508,467

 

$

539,443

 

$

1,013,382

 

$

1,062,128

 

Circulation

 

218,664

 

219,705

 

441,118

 

439,986

 

Other

 

61,812

 

60,488

 

120,463

 

116,719

 

Total revenues

 

788,943

 

819,636

 

1,574,963

 

1,618,833

 

 

 

 

 

 

 

 

 

 

 

Operating Costs

 

 

 

 

 

 

 

 

 

Production costs

 

 

 

 

 

 

 

 

 

Raw materials

 

63,139

 

84,478

 

138,035

 

166,415

 

Wages and benefits

 

158,883

 

161,412

 

324,443

 

327,793

 

Other

 

103,900

 

108,439

 

208,469

 

216,867

 

Total production costs

 

325,922

 

354,329

 

670,947

 

711,075

 

Selling, general and administrative costs

 

344,481

 

343,504

 

686,542

 

690,014

 

Depreciation and amortization

 

46,645

 

35,560

 

91,082

 

71,036

 

Total operating costs

 

717,048

 

733,393

 

1,448,571

 

1,472,125

 

 

 

 

 

 

 

 

 

 

 

Net loss on sale of assets

 

68,156

 

 

68,156

 

 

Gain on sale of WQEW-AM

 

39,578

 

 

39,578

 

 

Operating profit

 

43,317

 

86,243

 

97,814

 

146,708

 

 

 

 

 

 

 

 

 

 

 

Net income from joint ventures

 

4,745

 

8,770

 

2,592

 

10,737

 

Interest expense, net

 

7,126

 

13,234

 

18,454

 

25,758

 

Income from continuing operations before income taxes and minority interest

 

40,936

 

81,779

 

81,952

 

131,687

 

Income taxes

 

18,851

 

28,156

 

39,750

 

47,631

 

Minority interest in net (income)/loss of subsidiaries

 

(24

)

244

 

(15

)

337

 

Income from continuing operations

 

22,061

 

53,867

 

42,187

 

84,393

 

 

 

 

 

 

 

 

 

 

 

Discontinued operations, Broadcast Media Group:

Income from discontinued operations, net of income taxes

 

1,977

 

5,714

 

5,753

 

7,600

 

Gain on sale, net of income taxes

 

94,330

 

 

94,330

 

 

Discontinued operations, net of income taxes

 

96,307

 

5,714

 

100,083

 

7,600

 

Net income

 

$

118,368

 

$

59,581

 

$

142,270

 

$

91,993

 

 

 

 

 

 

 

 

 

 

 

Average number of common shares outstanding

 

 

 

 

 

 

 

 

 

Basic

 

143,906

 

144,792

 

143,901

 

144,978

 

Diluted

 

144,114

 

144,943

 

144,114

 

145,166

 

 

 

 

 

 

 

 

 

 

 

Basic earnings per share:

 

 

 

 

 

 

 

 

 

Income from continuing operations

 

$

0.15

 

$

0.37

 

$

0.29

 

$

0.58

 

Discontinued operations, net of income taxes

 

0.67

 

0.04

 

0.70

 

0.05

 

Net income

 

$

0.82

 

$

0.41

 

$

0.99

 

$

0.63

 

 

 

 

 

 

 

 

 

 

 

Diluted earnings per share:

 

 

 

 

 

 

 

 

 

Income from continuing operations

 

$

0.15

 

$

0.37

 

$

0.29

 

$

0.58

 

Discontinued operations, net of income taxes

 

0.67

 

0.04

 

0.70

 

0.05

 

Net income

 

$

0.82

 

$

0.41

 

$

0.99

 

$

0.63

 

 

 

 

 

 

 

 

 

 

 

Dividends per share

 

$

0.230

 

$

0.175

 

$

0.405

 

$

0.340

 

 

See Notes to Condensed Consolidated Financial Statements.

2




 

THE NEW YORK TIMES COMPANY

CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands)

 

 


July 1, 2007

 


December 31, 2006

 

ASSETS

 

(Unaudited)

 

 

 

 

 

 

 

 

 

Current Assets

 

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

57,644

 

$

72,360

 

Accounts receivable-net

 

344,892

 

402,639

 

Inventories

 

 

 

 

 

Newsprint and other paper

 

23,523

 

32,594

 

Work-in-process and other

 

4,559

 

4,102

 

Total inventories

 

28,082

 

36,696

 

 

 

 

 

 

 

Deferred income taxes

 

92,563

 

73,729

 

Assets held for sale

 

 

357,028

 

Other current assets

 

87,377

 

242,591

 

 

 

 

 

 

 

Total current assets

 

610,558

 

1,185,043

 

 

 

 

 

 

 

Other Assets

 

 

 

 

 

 

 

 

 

 

 

Investments in joint ventures

 

147,176

 

145,125

 

Property, plant and equipment (less accumulated depreciation and amortization of $1,152,454 in 2007 and $1,297,546 in 2006)

 

1,400,477

 

1,375,365

 

 

 

 

 

 

 

Intangible assets acquired

 

 

 

 

 

Goodwill

 

676,944

 

650,920

 

Other intangible assets acquired (less accumulated amortization of $224,734 in 2007 and $217,972 in 2006)

 

138,215

 

133,448

 

Deferred income taxes

 

197,924

 

125,681

 

Miscellaneous assets

 

260,531

 

240,346

 

 

 

 

 

 

 

TOTAL ASSETS

 

$

3,431,825

 

$

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)

 

 

 

July 1, 2007

 

December 31, 2006

 

LIABILITIES AND STOCKHOLDERS’ EQUITY

 

(Unaudited)

 

 

 

 

 

 

 

 

 

Current Liabilities

 

 

 

 

 

 

 

 

 

 

 

Commercial paper outstanding

 

$

237,500

 

$

422,025

 

Accounts payable

 

213,765

 

242,528

 

Accrued payroll and other related liabilities

 

102,868

 

121,240

 

Accrued expenses

 

210,221

 

200,030

 

Unexpired subscriptions

 

83,773

 

83,298

 

Current portion of long-term debt and capital lease obligations

 

75

 

104,168

 

Construction loan

 

 

124,705

 

 

 

 

 

 

 

Total current liabilities

 

848,202

 

1,297,994

 

 

 

 

 

 

 

Other Liabilities

 

 

 

 

 

 

 

 

 

 

 

Long-term debt

 

721,126

 

720,790

 

Capital lease obligations

 

6,699

 

74,240

 

Pension benefits obligation

 

349,387

 

384,277

 

Postretirement benefits obligation

 

244,258

 

256,740

 

Other

 

379,807

 

296,078

 

 

 

 

 

 

 

Total other liabilities

 

1,701,277

 

1,732,125

 

 

 

 

 

 

 

Minority Interest

 

5,981

 

5,967

 

 

 

 

 

 

 

Stockholders’ Equity

 

 

 

 

 

 

 

 

 

 

 

Common stock of $.10 par value:

 

 

 

 

 

Class A — authorized 300,000,000 shares; issued: 2007 — 148,050,220; 2006 —148,026,952 (including treasury shares: 2007 — 4,978,076; 2006 — 5,000,000)

 

14,805

 

14,804

 

Class B — convertible — authorized and issued shares: 2007 - 832,572; 2006 — 832,592

 

83

 

82

 

Additional paid-in capital

 

7,844

 

 

Retained earnings

 

1,137,249

 

1,111,006

 

Common stock held in treasury, at cost

 

(158,389)

 

(158,886)

 

Accumulated other comprehensive loss, net of income taxes

 

(125,227)

 

(147,164)

 

 

 

 

 

 

 

Total stockholders’ equity

 

876,365

 

819,842

 

 

 

 

 

 

 

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY

 

$

3,431,825

 

$

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)

 

 

Six Months Ended

 

 

 

July 1, 2007

 

June 25, 2006

 

 

 

(26 weeks)

 

OPERATING ACTIVITIES

 

 

 

 

 

Net cash (used in)/provided by operating activities

 

$

(11,745

)

$

166,056

 

 

 

 

 

 

 

INVESTING ACTIVITIES

 

 

 

 

 

Capital expenditures

 

(225,652

)

(137,296

)

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 plant

 

(139,961

)

 

Acquisitions, net of cash acquired of $1,190

 

(27,632

)

 

Other investing (payments)/proceeds—net

 

(7,453

)

620

 

 

 

 

 

 

 

Net cash provided by/(used in) investing activities

 

305,409

 

(136,676

)

 

 

 

 

 

 

FINANCING ACTIVITIES

 

 

 

 

 

Commercial paper (repayments)/borrowings-net

 

(184,525

)

7,525

 

Construction loan borrowings

 

 

24,446

 

Long-term obligations:

 

 

 

 

 

Reductions

 

(102,412

)

(801

)

Capital shares:

 

 

 

 

 

Issuances

 

529

 

4,398

 

Repurchases

 

(816

)

(20,943

)

Excess tax benefits from stock-based awards

 

43

 

745

 

Dividends paid to stockholders

 

(58,574

)

(49,475

)

Other financing proceeds—net

 

37,221

 

993

 

 

 

 

 

 

 

Net cash used in financing activities

 

(308,534

)

(33,112

)

 

 

 

 

 

 

Decrease in cash and cash equivalents

 

(14,870

)

(3,732

)

 

 

 

 

 

 

Effect of exchange rate changes on cash and cash equivalents

 

154

 

242

 

 

 

 

 

 

 

Cash and cash equivalents at the beginning of the year

 

72,360

 

44,927

 

Cash and cash equivalents at the end of the quarter

 

$

57,644

 

$

41,437

 

 

SUPPLEMENTAL DATA

 

Acquisitions

·                  In May 2007, the Company acquired ConsumerSearch, Inc. for approximately $33 million, including $5 million in net liabilities assumed.

·                  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 Company’s real estate development partner for repayment of the Company’s loan receivable.

Non-Cash

·                  As of December 31, 2006, approximately $125 million was outstanding under the Company’s real estate development partner’s 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 Company’s Condensed Consolidated Balance Sheet as of July 1, 2007.  See Note 12 for additional information related to the Company’s new headquarters.

·                  As part of the purchase and sale of the Company's 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 Company’s (the “Company”) management, the Condensed Consolidated Financial Statements present fairly the financial position of the Company as of July 1, 2007, and December 31, 2006, and the results of operations and cash flows of the Company for the periods ended July 1, 2007 and June 25, 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 Company’s Condensed Consolidated Financial Statements and related Notes should be read in conjunction with the Consolidated Financial Statements and related Notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2006.  Due to the seasonal nature of the Company’s business, operating results for the interim periods are not necessarily indicative of a full year’s operations.

As of July 1, 2007, the Company’s significant accounting policies, which are detailed in the Company’s 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 July 1, 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 second-quarter periods and 26 weeks for the six-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 and postretirement aspects of endorsement split-dollar life insurance arrangements.  EITF 06-4 was issued to

6




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 Opinion—1967 (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 $191.2 million ($94.3 million after-tax).

In accordance with the provisions of FAS No. 144, Accounting for Costs Associated with Exit or Disposal Activities, the Broadcast Media Group’s 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.

 

 

For the Quarters Ended

 

For the Six Months Ended

 

(In thousands)

 

July 1, 2007

 

June 25, 2006

 

July 1, 2007

 

June 25, 2006

 

Revenues

 

$

13,798

 

$

39,112

 

$

46,702

 

$

71,066

 

Total operating costs

 

10,451

 

29,427

 

36,854

 

58,184

 

Pre-tax income

 

3,347

 

9,685

 

9,848

 

12,882

 

Income taxes

 

1,370

 

3,971

 

4,095

 

5,282

 

Income from discontinued operations, net of income taxes

 

1,977

 

5,714

 

5,753

 

7,600

 

Gain on sale, net of income taxes of $96,911

 

94,330

 

 

94,330

 

 

Discontinued operations, net of income taxes

 

$

96,307

 

$

5,714

 

$

100,083

 

$

7,600

 

 

(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.

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

7




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 certain 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
Group

 

About
Group

 

Total

 

Balance as of December 31, 2006

 

$

306,564

 

$

344,356

 

$

650,920

 

Goodwill acquired during year

 

 

26,343

 

26,343

 

Goodwill adjusted during the year

 

(2,009

)

 

(2,009

)

Foreign currency translation

 

1,690

 

 

1,690

 

Balance as of July 1, 2007

 

$

306,245

 

$

370,699

 

$

676,944

 

On May 4, 2007, the Company acquired ConsumerSearch, Inc., a leading online aggregator and publisher of consumer product reviews, for approximately $33 million, including $5 million in net liabilities assumed.  ConsumerSearch 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 Group’s 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 assets acquired of $24.8 million to goodwill and $8.2 million to other intangible assets for ConsumerSearch and $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, content and proprietary technology.  The intangible assets of UCompareHealthCare.com consist of content and proprietary technology.

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 Company’s Condensed Consolidated Balance Sheet as of July 1, 2007; however, the changes are not expected to have a material effect on the Company’s Condensed Consolidated Financial Statements.

8




Other intangible assets acquired were as follows:

 

 

July 1, 2007

 

December 31, 2006

 

(In thousands)

 

Gross Carrying
Amount

 

Accumulated
Amortization

 

Net

 

Gross Carrying
Amount

 

Accumulated
Amortization

 

Net

 

Amortized other intangible assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

Customer lists

 

$

222,216

 

$

(198,095

)

$

24,121

 

$

220,935

 

$

(196,268

)

$

24,667

 

Other

 

64,714

 

(26,639

)

38,075

 

63,777

 

(21,704

)

42,073

 

Total

 

286,930

 

(224,734

)

62,196

 

284,712

 

(217,972

)

66,740

 

Unamortized other intangible assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

Trade names

 

8,880

 

 

8,880

 

 

 

 

Newspaper mastheads

 

67,139

 

 

67,139

 

66,708

 

 

66,708

 

Total

 

76,019

 

 

76,019

 

66,708

 

 

66,708

 

Total other intangible assets acquired

 

$

362,949

 

$

(224,734

)

$

138,215

 

$

351,420

 

$

(217,972

)

$

133,448

 

 

As of July 1, 2007, the remaining weighted-average amortization period is eight years for customer lists and seven 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 $7 million in the first half 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

 

$

10,800

 

2009

 

8,900

 

2010

 

8,700

 

2011

 

8,400

 

2012

 

7,100

 

 

NOTE 4.                         DEBT OBLIGATIONS

The Company’s total debt, including commercial paper and capital lease obligations, was $965.4 million as of July 1, 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 is being 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 Company’s release as a co-borrower, the receivable and the construction loan were reversed and are not included in the Company’s Condensed Consolidated Balance Sheet as of July 1, 2007.  See Note 12 for additional information related to the Company’s new headquarters.

The Company’s $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 $237.5 million in commercial paper outstanding as of July 1, 2007, with an annual weighted-average interest rate of 5.5% and an average of 12 days to maturity from original issuance.  Commercial

9




paper decreased during the second quarter of 2007 because the proceeds from the sales of the Broadcast Media Group and WQEW-AM (“WQEW”) were used to repay the Company’s outstanding commercial paper.

The primary purpose of the Company’s $800.0 million revolving credit agreements is to support its commercial paper program.  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.  The remaining balance of approximately $776 million supports the Company’s commercial paper program.  There were no borrowings outstanding under the revolving credit agreements as of July 1, 2007, and December 31, 2006.

Any borrowings under the revolving credit agreements bear interest at specified margins based on the Company’s 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 July 1, 2007, the amount of stockholders’ equity in excess of the required levels was approximately $652 million.

The Company’s 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 Company's 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 Company’s Condensed Consolidated Statements of Income was as follows:

 

For the Quarters Ended

 

For the Six Months Ended

 

(In thousands)

 

July 1, 2007

 

June 25, 2006

 

July 1, 2007

 

June 25, 2006

 

Interest expense

 

$

14,005

 

$

18,661

 

$

32,309

 

$

35,979

 

Interest income

 

(678

)

(2,247

)

(1,732

)

(4,203

)

Capitalized interest

 

(6,201

)

(3,180

)

(12,123

)

(6,018

)

Interest expense, net

 

$

7,126

 

$

13,234

 

$

18,454

 

$

25,758

 

 

NOTE 5.                         INCOME TAXES

The Company’s effective income tax rate increased to 46.0% in the second quarter and 48.5% in the first half of 2007 compared with 34.4% in the second quarter and 36.2% in the first half of 2006.  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 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:

10




 

(In thousands)

 

 

 

Balance at January 1, 2007

 

$

108,474

 

Additions based on tax positions related to the current year

 

18,559

 

Additions for tax positions of prior years

 

 

Reductions for tax positions of prior years

 

(7,965

)

Settlements

 

 

Balance at July 1, 2007

 

$

119,068

 

 

The total amount of unrecognized tax benefits that would, if recognized, affect the effective income tax rate was approximately $64 million as of July 1, 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 $30 million as of July 1, 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 impact on uncertain tax benefits is not practicable.  On the basis of present information, it is the opinion of the Company’s management that any assessments resulting from the current audits will not have a material effect on the Company’s consolidated financial statements.

NOTE 6.                         COMMON STOCK

During the first half of 2007, the Company repurchased 29,300 shares of its Class A Common Stock under its stock repurchase program at a cost of approximately $0.7 million.  The average price of these repurchases was $24.42 per share.  As of July 1, 2007, approximately $93 million remained from the Company’s current share repurchase authorization.

On June 21, 2007, the Board declared a dividend of $.23 per share on the Company’s Class A and B Common Stock.  The dividend is payable on September 12, 2007, to shareholders of record on September 4, 2007.  The estimated dividend payable of approximately $33 million is included in “Accounts payable” in the Company’s Condensed Consolidated Balance Sheet as of July 1, 2007.

11




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 others, in connection with collective bargaining agreements, that are considered multi-employer pension plans.  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 Company’s 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 of $40.4 million 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

 

 

 

July 1, 2007

 

June 25, 2006

 

(In thousands)

 

Qualified
Plans

 

Non-
Qualified
Plans

 

All Plans

 

Qualified
Plans

 

Non-
Qualified
Plans

 

All Plans

 

Service cost

 

$

10,899

 

$

519

 

$

11,418

 

$

12,888

 

$

588

 

$

13,476

 

Interest cost

 

23,515

 

3,574

 

27,089

 

22,261

 

3,015

 

25,276

 

Expected return on plan assets

 

(30,712

)

 

(30,712

)

(28,162

)

 

(28,162

)

Amortization of prior service cost

 

363

 

18

 

381

 

361

 

17

 

378

 

Recognized actuarial loss

 

1,070

 

1,983

 

3,053

 

5,887

 

1,664

 

7,551

 

Effect of curtailment

 

15

 

 

15

 

512

 

 

512

 

Special termination benefits

 

 

908

 

908

 

 

 

 

Net periodic pension cost

 

$

5,150

 

$

7,002

 

$

12,152

 

$

13,747

 

$

5,284

 

$

19,031

 

 

 

 

For the Six Months Ended

 

 

 

July 1, 2007

 

June 25, 2006

 

(In thousands)

 


Qualified
Plans

 

Non-
Qualified
Plans

 

All Plans

 


Qualified
Plans

 

Non-
Qualified
Plans

 

All Plans

 

Service cost

 

$

22,807

 

$

1,038

 

$

23,845

 

$

26,019

 

$

1,176

 

$

27,195

 

Interest cost

 

47,001

 

7,148

 

54,149

 

44,493

 

6,030

 

50,523

 

Expected return on plan assets

 

(60,671

)

 

(60,671

)

(56,283

)

 

(56,283

)

Amortization of prior service cost

 

722

 

35

 

757

 

734

 

34

 

768

 

Recognized actuarial loss

 

3,144

 

3,965

 

7,109

 

12,035

 

3,328

 

15,363

 

Effect of curtailment

 

15

 

 

15

 

512

 

 

512

 

Special termination benefits

 

 

908

 

908

 

 

 

 

Net periodic pension cost

 

$

13,018

 

$

13,094

 

$

26,112

 

$

27,510

 

$

10,568

 

$

38,078

 

 

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 $7 million was made in the first half of 2007) for The New York Times Newspaper Guild pension plan.  The Company may elect to make additional contributions to its other pension plans.  The amount of these contributions, if any, would be based on

12




the results of the January 1, 2007, valuation, market performance and interest rates in 2007 as well as other factors.

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 Company’s 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 Company’s 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.

The components of net periodic postretirement benefit cost were as follows:

 

 

For the Quarters Ended

 

For the Six Months Ended

 

(In thousands)

 

July 1, 2007

 

June 25, 2006

 

July 1, 2007

 

June 25, 2006

 

Service cost

 

$

1,853

 

$

2,376

 

$

4,044

 

$

4,752

 

Interest cost

 

3,547

 

3,667

 

7,498

 

7,334

 

Expected return on plan assets

 

 

(10

)

 

(20

)

Amortization of prior service credit

 

(1,892

)

(1,794

)

(3,966

)

(3,588

)

Recognized actuarial loss

 

674

 

744

 

1,569

 

1,488

 

Effect of curtailment

 

(4,717

)

 

(4,717

)

 

Special termination benefits

 

703

 

 

703

 

 

Net periodic postretirement cost

 

$

168

 

$

4,983

 

$

5,131

 

$

9,966

 

 

NOTE 8.                         OTHER

Staff Reductions

The Company recognized staff reduction charges of $5.0 million in the second quarter of 2007 and $12.8 million in the first half of 2007.  In the second quarter and first half of 2006, the Company recognized staff reduction charges of $9.1 million and $18.4 million, respectively.  Most of the charges in 2007 and 2006 were recognized at the News Media Group.  These charges are recorded in “Selling, general and administrative costs” in the Company’s Condensed Consolidated Statements of Income.  As of July 1, 2007, the Company had a staff reduction liability of $10.6 million included in “Accrued expenses” in the Company’s 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, Queens.  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

13




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 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 Company’s 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 $18 to $22 million for staff reduction costs.  The Company plans to facilitate the reductions through a variety of severance and buyout packages.  The exact amount of the charge will depend on the final composition and seniority of the affected employees, and the timing of the recognition and expenditures will depend on the timing of the implementation of the staff reductions.

Sale of WQEW

On April 26, 2007, the Company sold WQEW to Radio Disney, LLC (which provided substantially all of WQEW 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 Six Months Ended

 

(In thousands, except per share data)

 

July 1, 2007

 

June 25, 2006

 

July 1, 2007

 

June 25, 2006

 

Basic earnings per share computation:

 

 

 

 

 

 

 

 

 

Numerator

 

 

 

 

 

 

 

 

 

Income from continuing operations

 

$

22,061

 

$

53,867

 

$

42,187

 

$

84,393

 

Discontinued operations, net of income taxes — Broadcast Media Group

 

96,307

 

5,714

 

100,083

 

7,600

 

Net income

 

$

118,368

 

$

59,581

 

$

142,270

 

$

91,993

 

Denominator

 

 

 

 

 

 

 

 

 

Average number of common shares outstanding

 

143,906

 

144,792

 

143,901

 

144,978

 

Income from continuing operations

 

$

.15

 

$

.37

 

$

.29

 

$

.58

 

Discontinued operations, net of income taxes — Broadcast Media Group

 

.67

 

.04

 

.70

 

.05

 

Basic earnings per share

 

$

.82

 

$

.41

 

$

.99

 

$

.63

 

Diluted earnings per share computation:

 

 

 

 

 

 

 

 

 

Numerator

 

 

 

 

 

 

 

 

 

Income from continuing operations

 

$

22,061

 

$

53,867

 

$

42,187

 

$

84,393

 

Discontinued operations, net of income taxes — Broadcast Media Group

 

96,307

 

5,714

 

100,083

 

7,600

 

Net income

 

$

118,368

 

$

59,581

 

$

142,270

 

$

91,993

 

Denominator

 

 

 

 

 

 

 

 

 

Average number of common shares outstanding

 

143,906

 

144,792

 

143,901

 

144,978

 

Incremental shares for assumed exercise of securities

 

208

 

151

 

213

 

188

 

Total shares

 

144,114

 

144,943

 

144,114

 

145,166

 

Income from continuing operations

 

$

.15

 

$

.37

 

$

.29

 

$

.58

 

Discontinued operations, net of income taxes — Broadcast Media Group

 

.67

 

.04

 

.70

 

.05

 

Diluted earnings per share

 

$

.82

 

$

.41

 

$

. 99

 

$

.63

 

 

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 Company’s 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 $23.83 to $48.54 were excluded from the computation in the second quarter and first six months of 2007.  Approximately 30 million stock options with exercise prices ranging from $25.05 to $48.54 were excluded from the computation in the second quarter and first six months of 2006.

14




NOTE 10.                  COMPREHENSIVE INCOME

Comprehensive income was as follows:

 

 

For the Quarters Ended

 

For the Six Months Ended

 

(In thousands)

 

July 1, 2007

 

June 25, 2006

 

July 1, 2007

 

June 25, 2006

 

Net income

 

$

118,368

 

$

59,581

 

$

142,270

 

$

91,993

 

Foreign currency translation adjustments

 

2,719

 

4,253

 

3,602

 

5,102

 

Unrealized derivative gains on cash-flow hedges

 

 

2,556

 

 

2,932

 

Unrealized (loss)/gain on marketable securities

 

 

(24

)

 

36

 

Reclassification adjustment for realized loss included in net income

 

 

468

 

 

468

 

Adjustments to pension and postretirement obligations

 

56,711

 

 

56,711

 

 

Amortization of unrecognized amounts included in pension and postretirement obligations

 

(2,486

)

 

767

 

 

Income tax charge

 

(34,493

)

(1,255

)

(39,143

)

(1,438

)

Comprehensive income

 

$

140,819

 

$

65,579

 

$

164,207

 

$

99,093

 

 

The “Accumulated other comprehensive loss, net of income taxes” in the Company’s Condensed Consolidated Balance Sheets was net of a deferred income tax benefit of approximately $113 million as of July 1, 2007, and approximately $152 million as of December 31, 2006.

NOTE 11.                  SEGMENT STATEMENTS OF INCOME

The Company’s 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 Company’s 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.com 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).

15




 

 

 

For the Quarters Ended

 

For the Six Months Ended

 

(In thousands)

 

July 1, 2007

 

June 25, 2006

 

July 1, 2007

 

June 25, 2006

 

 

 

 

 

 

 

 

 

 

 

REVENUES

 

 

 

 

 

 

 

 

 

News Media Group

 

$

764,238

 

$

800,190

 

$

1,527,715

 

$

1,581,181

 

About Group

 

24,705

 

19,446

 

47,248

 

37,652

 

Total

 

$

788,943

 

$

819,636

 

$

1,574,963

 

$

1,618,833

 

 

 

 

 

 

 

 

 

 

 

OPERATING PROFIT (LOSS)

 

 

 

 

 

 

 

 

 

News Media Group

 

$

46,653

 

$

90,933

 

$

106,282

 

$

155,188

 

About Group

 

8,511

 

7,309

 

16,841

 

14,252

 

Corporate

 

(11,847

)

(11,999

)

(25,309

)

(22,732

)

Total

 

$

43,317

 

$

86,243

 

$

97,814

 

$

146,708

 

 

 

 

 

 

 

 

 

 

 

Net income from joint ventures

 

4,745

 

8,770

 

2,592

 

10,737

 

Interest expense, net

 

7,126

 

13,234

 

18,454

 

25,758

 

Income from continuing operations before income taxes and minority interest

 

40,936

 

81,779

 

81,952

 

131,687

 

Income taxes

 

18,851

 

28,156

 

39,750

 

47,631

 

Minority interest in net (income)/ loss of subsidiaries

 

(24

)

244

 

(15

)

337

 

Income from continuing operations

 

22,061

 

53,867

 

42,187

 

84,393

 

Discontinued operations, Broadcast Media Group:

 

 

 

 

 

 

 

 

 

Income from discontinued operations, net of income taxes

 

1,977

 

5,714

 

5,753

 

7,600

 

Gain on sale, net of income taxes

 

94,330

 

 

94,330

 

 

Discontinued operations, net of income taxes

 

96,307

 

5,714

 

100,083

 

7,600

 

Net income

 

$

118,368

 

$

59,581

 

$

142,270

 

$

91,993

 

 

NOTE 12.                  CONTINGENT LIABILITIES

New Headquarters Building

The Company is in the process of completing construction on its new headquarters building in New York City (the “Building”), which the Company began to occupy in the second quarter of 2007.  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 NYT’s 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 Company’s 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 table below.

16




Capital Expenditures
(In millions)

 

NYT

 

2001–2006

 

$

434

 

2007

 

$

170–$190

 

Total

 

$

604–$624

 

Less: net sale proceeds(a)

 

$

106

 

Total, net of sale proceeds(b)

 

$

498–$518

 


(a)          Represents cash proceeds from the sale of the Company’s previous headquarters, net of income taxes and transaction costs.

(b)          Includes estimated capitalized interest and salaries of approximately $48 million.

See the Company’s 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.

Third-Party Guarantees

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 Times’s National Edition (the “National Edition printers”).  In accordance with GAAP, the contingent obligations related to these guarantees are not reflected in the Company’s Condensed Consolidated Balance Sheets as of July 1, 2007, and December 31, 2006.

The Company has guaranteed the payments under the circulation servicer’s credit facility and any miscellaneous costs related to any default thereunder (the “credit facility guarantee”).  As of July 1, 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 July 1, 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 July 1, 2007.  The 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 July 1, 2007.  The debt guarantee, which expires in May 2012, was

17




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 Company’s workers’ compensation liability.  The workers’ compensation liability is included in the Company’s Condensed Consolidated Balance Sheet as of July 1, 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 Company’s Condensed Consolidated Financial Statements.

18




Item 2. Management’s 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, subscription Web services and commercial printing.  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 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 half of 2007) are derived from the sale of advertisements (display and cost-per-click advertising).  Cost-per-click advertising accounts for 48% 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, 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

19




developing and integrating our print and growing digital resources.  We recognized a pre-tax gain of $191.2 million ($94.3 million after-tax) in the second quarter 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, Queens.  The plant consolidation is part of our cost-saving 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:

·                  $76 to $79 million for accelerated depreciation expense, of which approximately $45 million has been recognized. The remainder will be recognized through the end of the first quarter of 2008 ($14 to $15 million in the third quarter 2007; $10 to $11 million in the fourth quarter of 2007; and $7 to $8 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.

20




·                  $18 to $22 million for staff reduction costs. As part of the consolidation, we expect a workforce reduction of approximately 300 full-time equivalent employees. We plan to facilitate the reductions through a variety of severance and buyout packages. The exact amount of the charge will depend on the final composition and seniority of the affected employees, and the timing of the recognition and expenditures will depend on the timing of the implementation of the staff reductions.

·                  $5 to $6 million in other costs, mainly restoration costs, under the new Edison lease.

Capital expenditures for the plant consolidation are estimated to be approximately $135 million, a significant portion of which will be made in 2007.  We expect to save $30 million annually due to lower operating costs and will avoid the need for approximately $50 million in capital investment at the Edison facility over the next ten years.

2007 EXPECTATIONS

Expectations regarding key financial measures are discussed in the table below.

Item

 

2007 Expectation

Cost savings and productivity gains

 

$65 to $75 million(a)

Newsprint cost per ton

 

Decline expected to be about 9% to 10%

Depreciation & amortization

 

$185 to $195 million(b)

Net income from joint ventures

 

$5 to $10 million

Interest expense

 

$41 to $44 million

Tax rate

 

41%(c)

Capital expenditures

 

$340 to $370 million(d)


(a)          Excludes the effect of inflation and certain one-time costs.

(b)          Includes $48 to $52 million ($14 to $15 million in the third quarter and $10 to $11 million in the fourth quarter) of accelerated depreciation expense associated with the plant consolidation project, mainly presses. Total depreciation and amortization includes approximately $15 to $17 million for our new headquarters, primarily in the second half of 2007.

(c)           Represents the tax rate excluding discrete items such as the first-quarter tax adjustment and second-quarter asset dispositions.

(d)          Includes $170 to $190 million for our new headquarters and $75 million for the plant consolidation.

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.

21




RESULTS OF OPERATIONS

The following table presents our consolidated financial results.

 

 

For the Quarters Ended

 

For the Six Months Ended

 

(In thousands)

 

July 1,
2007

 

June 25,
2006

 

% Change

 

July 1,
2007

 

June 25,
2006

 

% Change

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenues

 

 

 

 

 

 

 

 

 

 

 

 

 

Advertising

 

$

508,467

 

$

539,443

 

(5.7

)

$

1,013,382

 

$

1,062,128

 

(4.6

)

Circulation

 

218,664

 

219,705

 

(0.5

)

441,118

 

439,986

 

0.3

 

Other

 

61,812

 

60,488

 

2.2

 

120,463

 

116,719

 

3.2

 

Total revenues

 

788,943

 

819,636

 

(3.7

)

1,574,963

 

1,618,833

 

(2.7

)

Operating costs

 

 

 

 

 

 

 

 

 

 

 

 

 

Production costs

 

 

 

 

 

 

 

 

 

 

 

 

 

Raw materials

 

63,139

 

84,478

 

(25.3

)

138,035

 

166,415

 

(17.1

)

Wages and benefits

 

158,883

 

161,412

 

(1.6

)

324,443

 

327,793

 

(1.0

)

Other

 

103,900

 

108,439

 

(4.2

)

208,469

 

216,867

 

(3.9

)

Total production costs

 

325,922

 

354,329

 

(8.0

)

670,947

 

711,075

 

(5.6

)

Selling, general and administrative costs

 

344,481

 

343,504

 

0.3

 

686,542

 

690,014

 

(0.5

)

Depreciation and amortization

 

46,645

 

35,560

 

31.2

 

91,082

 

71,036

 

28.2

 

Total operating costs

 

717,048

 

733,393

 

(2.2

)

1,448,571

 

1,472,125

 

(1.6

)

Net loss on sale of assets

 

68,156

 

 

N/A

 

68,156

 

 

N/A

 

Gain on sale of WQEW-AM

 

39,578

 

 

N/A

 

39,578

 

 

N/A

 

Operating profit

 

43,317

 

86,243

 

(49.8

)

97,814

 

146,708

 

(33.3

)

Net income from joint ventures

 

4,745

 

8,770

 

(45.9

)

2,592

 

10,737

 

(75.9

)

Interest expense, net

 

7,126

 

13,234

 

(46.2

)

18,454

 

25,758

 

(28.4

)

Income from continuing operations before income taxes and minority interest

 

40,936

 

81,779

 

(49.9

)

81,952

 

131,687

 

(37.8

)

Income taxes

 

18,851

 

28,156

 

(33.0

)

39,750

 

47,631

 

(16.5

)

Minority interest in net (income)/loss of subsidiaries

 

(24

)

244

 

*

 

(15

)

337

 

*

 

Income from continuing operations

 

22,061

 

53,867

 

(59.0

)

42,187

 

84,393

 

(50.0

)

Discontinued operations, Broadcast Media Group:

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income

 

1,977

 

5,714

 

(65.4

)

5,753

 

7,600

 

(24.3

)

Gain on sale, net of income taxes

 

94,330

 

 

N/A

 

94,330

 

 

N/A

 

Discontinued operations, net of income taxes

 

96,307

 

5,714

 

*

 

100,083

 

7,600

 

*

 

Net income

 

$

118,368

 

$

59,581

 

98.7

 

$

142,270

 

$

91,993

 

54.7

 


*                    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)

 

July 1,
2007

 

June 25,
2006

 

% Change

 

July 1,
2007

 

June 25,
2006

 

% Change

 

Revenues:

 

 

 

 

 

 

 

 

 

 

 

 

 

News Media Group

 

$

764,238

 

$

800,190

 

(4.5

)

$

1,527,715

 

$

1,581,181

 

(3.4

)

About Group

 

24,705

 

19,446

 

27.0

 

47,248

 

37,652

 

25.5

 

Total revenues

 

$

788,943

 

$

819,636

 

(3.7

)

$

1,574,963

 

$

1,618,833

 

(2.7

)

 

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:

22




 

 

 

For the Quarters Ended

 

For the Six Months Ended

 

(In thousands)

 

July 1,
2007

 

June 25,
2006

 

% Change

 

July 1,
2007

 

June 25,
2006

 

% Change

 

The New York Times Media Group

 

 

 

 

 

 

 

 

 

 

 

 

 

Advertising

 

$

299,394

 

$

316,045

 

(5.3

)

$

596,540

 

$

623,856

 

(4.4

)

Circulation

 

157,888

 

157,646

 

0.2

 

318,550

 

314,119

 

1.4

 

Other

 

44,143

 

41,788

 

5.6

 

86,219

 

81,821

 

5.4

 

Total

 

$

501,425

 

$

515,479

 

(2.7

)

$

1,001,309

 

$

1,019,796

 

(1.8

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

New England Media Group

 

 

 

 

 

 

 

 

 

 

 

 

 

Advertising

 

$

100,334

 

$

108,608

 

(7.6

)

$

197,576

 

$

210,145

 

(6.0

)

Circulation

 

39,297

 

40,276

 

(2.4

)

77,782

 

80,572

 

(3.5

)

Other

 

10,657

 

11,622

 

(8.3

)

20,050

 

21,027

 

(4.6

)

Total

 

$

150,288

 

$

160,506

 

(6.4

)

$

295,408

 

$

311,744

 

(5.2

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Regional Media Group

 

 

 

 

 

 

 

 

 

 

 

 

 

Advertising

 

$

85,205

 

$

96,343

 

(11.6

)

$

174,411

 

$

192,392

 

(9.3

)

Circulation

 

21,479

 

21,783

 

(1.4

)

44,786

 

45,295

 

(1.1

)

Other

 

5,841

 

6,079

 

(3.9

)

11,801

 

11,954

 

(1.3

)

Total

 

$

112,525

 

$

124,205

 

(9.4

)

$

230,998

 

$

249,641

 

(7.5

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total News Media Group

 

 

 

 

 

 

 

 

 

 

 

 

 

Advertising

 

$

484,933

 

$

520,996

 

(6.9

)

$

968,527

 

$

1,026,393

 

(5.6

)

Circulation

 

218,664

 

219,705

 

(0.5

)

441,118

 

439,986

 

0.3

 

Other

 

60,641

 

59,489

 

1.9

 

118,070

 

114,802

 

2.8

 

Total

 

$

764,238

 

$

800,190

 

(4.5

)

$

1,527,715

 

$

1,581,181

 

(3.4

)

 

Advertising Revenues

Advertising revenue is primarily determined by the volume, rate and mix of advertisements.  Total News Media Group advertising revenues decreased in the second quarter and the first half of 2007.  Print advertising revenues declined 8.9% and 7.5% in the second quarter and first half of 2007, while online advertising revenues increased 19.5% and 19.8% in the same periods.

During the last few years, our results have been adversely affected by a weak print advertising environment.  Print advertising volume for the News Media Group was as follows:

 

 

For the Quarters Ended

 

For the Six Months Ended

 

(Inches in thousands, preprints
in thousands of copies)

 

July 1,
2007

 

June 25,
2006

 

% Change

 

July 1,
2007

 

June 25,
2006

 

% Change

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

National

 

525.4

 

584.3

 

(10.1

)

1,072.6

 

1,166.0

 

(8.0

)

Retail

 

1,441.4

 

1,590.1

 

(9.4

)

2,888.6

 

3,097.1

 

(6.7

)

Classified

 

2,185.1

 

2,483.4

 

(12.0

)

4,331.8

 

4,859.9

 

(10.9

)

Part Run/Zoned

 

457.8

 

555.4

 

(17.6

)

864.0

 

1,015.8

 

(14.9

)

Total

 

4,609.7

 

5,213.2

 

(11.6

)

9,157.0

 

10,138.8

 

(9.7

)

Preprints

 

663,855

 

716,905

 

(7.4

)

1,353,398

 

1,403,055

 

(3.5

)

 

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)

 

July 1,
2007

 

June 25,
2006

 

% Change

 

July 1,
2007

 

June 25,
2006

 

% Change

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

National

 

$

224,244

 

$

227,200

 

(1.3

)

$

449,146

 

$

452,658

 

(0.8

)

Retail

 

109,640

 

121,658

 

(9.9

)

216,989

 

232,578

 

(6.7

)

Classified

 

134,471

 

155,331

 

(13.4

)

270,578

 

309,338

 

(12.5

)

Part Run/Zoned

 

16,578

 

16,807

 

(1.4

)

31,814

 

31,819

 

0.0

 

Total

 

$

484,933

 

$

520,996

 

(6.9

)

$

968,527

 

$

1,026,393

 

(5.6

)

 

23




The New York Times Media Group

Advertising revenues decreased in the second quarter and first half of 2007 primarily due to lower print advertising revenue, partially offset by higher online advertising.  Lower print volume more than offset higher print rates and higher volume in online advertising.  Print advertising revenues declined 7.4% and 6.3% in the second quarter and first half of 2007, while online advertising revenues increased 21.9% and 20.1% in the same periods.

National advertising, which represented approximately 65% of the Group’s advertising revenues in the second quarter and first half of 2007, declined due to decreases in a variety of categories, particularly telecommunications and national automotive, mainly as a result of reduced spending by wireless carriers and domestic automakers.

 Classified advertising, which represented approximately 21% of the Group’s advertising revenues in the second quarter and first half of 2007, decreased due to declines in the print real estate category, reflecting the slowdown in the local and national housing markets and a shift in advertising to online alternatives, and in the automotive category.

Retail advertising, which represented approximately 13% of the Group’s advertising revenues in the second quarter and first half of 2007, decreased principally because of softness in home furnishing store, mass market and department store advertising for the second quarter and most of the first half of 2007.

New England Media Group

Advertising revenues were lower in the second quarter and for the first half of 2007 primarily due to lower print volume in the classified and retail advertising categories.

Classified advertising, which represented approximately 37% of the Group’s advertising revenues in the second quarter and first half of 2007, decreased, principally because of declines in real estate advertising, which was negatively affected by a sluggish real estate market in the Northeast, and softness in the automotive and help-wanted categories.

Retail advertising, which represented approximately 29% of the Group’s advertising revenues in the second quarter and first half of 2007, also decreased.  Advertising revenues in the second quarter decreased due to declines in a number of categories, while weakness in the first half was principally due to reduced spending in department store advertising as a result of the consolidation of two large retailers.

National advertising, which represented approximately 28% of the Group’s advertising revenues in the second quarter and first half of 2007, increased mainly because of growth in online advertising.

Regional Media Group

Advertising revenues decreased in the second quarter and the first half of 2007, primarily due to weakness in print classified and retail advertising, which was partially offset by growth in online advertising.

Retail advertising, which represented approximately 49% of the Group’s advertising revenues in the second quarter and first half of 2007, decreased mainly due to reduced spending in home furnishings and banking advertising.

Classified advertising, which represented approximately 42% of the Group’s advertising revenues in the second quarter

24




and first half of 2007, decreased mainly due to lower levels of real estate, help-wanted and automotive advertising.  In the second quarter and for most of the first half of 2007, much of this was related to the downturn in the Florida and California housing markets, which continues to affect not only real estate but help-wanted and retail advertising as well.

Circulation Revenues

Circulation revenue is based on the number of copies sold and the rate charged to customers.  Recently, at The Times and our other newspapers, we have sought to reduce our other-paid circulation and to focus promotional spending on individually paid circulation, which is generally more valued by advertisers.  While we expect this strategy to result in copy declines, we believe it will result in reduced costs.  Circulation revenues in the second quarter of 2007 decreased 0.5% compared with the second quarter of 2006 mainly because of fewer copies sold, partially offset by higher prices for The Times.  In the fourth quarter of 2006, The Times raised the newsstand price of the Northeast edition of the Sunday Times and increased home-delivery prices.  At the New England Media Group and Regional Media Group, circulation revenues declined primarily due to lower volume.

In the first half of 2007, circulation revenues increased 0.3% compared with the same prior-year period mainly because of higher prices for The New York Times, partially offset by fewer copies sold.  At the New England Media Group and Regional Media Group, circulation revenues declined primarily due to lower volume.

In the second quarter of 2007, we announced circulation price increases effective in July for The Times home-delivery and newsstand copies that together are expected to add $7 to $8 million in incremental revenue in 2007.

Other Revenues

Other revenues increased in the second quarter and first half of 2007 primarily because of revenues from wholesale delivery operations and Baseline StudioSystems.  Baseline, which was acquired in August 2006, is a leading online database and research subscription service for information on the film and television industries.  The increase in other revenues for the first half of 2007 was also due to the growth in subscriptions to TimesSelect, a product offering subscribers exclusive online access to the columnists of The Times.

About Group

About Group revenues increased 27.0% to $24.7 million in the second quarter of 2007 from $19.4 million in the second quarter of 2006 and 25.5% to $47.2 million in the first half of 2007 compared with $37.7 million in the same period last year.  The increase is primarily due to higher display and cost-per-click advertising, and e-commerce revenues as well as revenues associated with the acquisition of ConsumerSearch, Inc.

25




Operating Costs

Operating costs were as follows:

 

 

For the Quarters Ended

 

For the Six Months Ended

 

(In thousands)

 

July 1,
2007

 

June 25,
2006

 

% Change

 

July 1,
2007

 

June 25,
2006

 

% Change

 

Operating costs:

 

 

 

 

 

 

 

 

 

 

 

 

 

Production costs:

 

 

 

 

 

 

 

 

 

 

 

 

 

Raw materials

 

$

63,139

 

$

84,478

 

(25.3

)

$

138,035

 

$

166,415

 

(17.1

)

Wages and benefits

 

158,883

 

161,412

 

(1.6

)

324,443

 

327,793

 

(1.0

)

Other

 

103,900

 

108,439

 

(4.2

)

208,469

 

216,867

 

(3.9

)

Total production costs

 

325,922

 

354,329

 

(8.0

)

670,947

 

711,075

 

(5.6

)

Selling, general and administrative costs

 

344,481

 

343,504

 

0.3

 

686,542

 

690,014

 

(0.5

)

Depreciation and amortization

 

46,645

 

35,560

 

31.2

 

91,082

 

71,036

 

28.2

 

Total operating costs

 

$

717,048

 

$

733,393

 

(2.2

)

$

1,448,571

 

$

1,472,125

 

(1.6

)

 

Production Costs

Total production costs decreased 8.0% ($28.4 million) in the second quarter of 2007 and 5.6% ($40.1 million) in the first half of 2007, mainly due to lower raw materials, primarily newsprint ($16.9 million in the second quarter and $22.9 million in the first half of 2007) and outside printing costs ($5.6 million in the second quarter and $8.7 million in the first half of 2007).  Newsprint expense declined 22.9% in the second quarter and 15.9% in the first half of 2007 due to a combination of lower consumption and prices.  Outside printing decreased principally as a result of lower volume of copies printed by third parties and cost-saving initiatives.

Selling, General and Administrative Costs

Total selling, general and administrative costs increased 0.3% ($1.0 million) in the second quarter of 2007 primarily because of higher professional fees ($6.0 million) related to cost-saving initiatives and costs related to the move into our new headquarters ($5.7 million).  These increases were principally offset by reduced benefits expense ($5.7 million), in part due to lower workers’ compensation expense, and lower promotion costs ($4.5 million) due to the timing of promotion campaigns and elimination of certain programs compared to the prior year.

Total selling, general and administrative costs decreased 0.5% ($3.5 million) in the first half of 2007 primarily because of lower promotion costs ($9.8 million) due to the timing of promotion campaigns and elimination of certain programs, and lower benefits expense ($8.8 million), in part due to lower workers’ compensation expense.  These decreases were partially offset by higher professional fees ($10.0 million) associated with cost-saving efforts and costs ($5.7 million) related to the move into our new headquarters.

In addition, staff reduction costs decreased to $5.0 million and $12.8 million in the second quarter and first half of 2007 compared with $9.1 million and $18.4 million in the comparable prior-year periods.

Depreciation and Amortization

Total depreciation and amortization, by reportable segment, Corporate and for the Company as a whole, was as follows:

 

 

For the Quarters Ended

 

For the Six Months Ended

 

(In thousands)

 

July 1,
2007

 

June 25,
2006

 

% Change

 

July 1,
2007

 

June 25,
2006

 

% Change

 

Depreciation and amortization:

 

 

 

 

 

 

 

 

 

 

 

 

 

News Media Group

 

$

41,439

 

$

31,098

 

33.3

 

$

81,162

 

$

62,047

 

30.8

 

About Group

 

3,418

 

2,946

 

16.0

 

6,551

 

5,905

 

10.9

 

Corporate

 

1,788

 

1,516

 

17.9

 

3,369

 

3,084

 

9.2

 

Total depreciation and amortization

 

$

46,645

 

$

35,560

 

31.2

 

$

91,082

 

$

71,036

 

28.2

 

 

In the second quarter and first half of 2007, depreciation and amortization increased primarily because we recognized $13.1 million and $24.7 million, respectively, in accelerated depreciation expense for assets at the

26




Edison, N.J., printing plant, which we are closing.  This increase was partially offset by lower amortization expense in the second quarter and first half of 2007 compared with the same periods last year because of the write-down of certain intangible assets of the New England Media Group in the fourth quarter of 2006.

The following table sets forth consolidated operating costs by reportable segment, Corporate and the Company as a whole.

 

 

For the Quarters Ended

 

For the Six Months Ended

 

(In thousands)

 

July 1,
2007

 

June 25,
2006

 

% Change

 

July 1,
2007

 

June 25,
2006

 

% Change

 

Operating costs:

 

 

 

 

 

 

 

 

 

 

 

 

 

News Media Group

 

$

689,007

 

$

709,257

 

(2.9

)

$

1,392,855

 

$

1,425,993

 

(2.3

)

About Group

 

16,194

 

12,137

 

33.4

 

30,407

 

23,400

 

29.9

 

Corporate

 

11,847

 

11,999

 

(1.3

)

25,309

 

22,732

 

11.3

 

Total operating costs

 

$

717,048

 

$

733,393

 

(2.2

)

$

1,448,571

 

$

1,472,125

 

(1.6

)

 

News Media Group

In the second quarter of 2007, total operating costs decreased 2.9% ($20.3 million) primarily due to lower raw materials, primarily newsprint ($16.9 million), outside printing costs ($6.2 million), promotion costs ($4.5 million) and staff reductions ($4.1 million), which were partially offset by higher depreciation expense ($13.1 million) from the accelerated depreciation of assets at the Edison, N.J., printing plant.

In the first half of 2007, total operating costs decreased 2.3% ($33.1 million) primarily due to lower raw materials, primarily newsprint ($22.9 million), benefits expense ($16.4 million), promotion costs ($10.0 million) and outside printing costs ($9.5 million), which were partially offset by higher depreciation expense ($26.5 million) primarily from the accelerated depreciation of assets at the Edison, N.J., printing plant.

About Group

Total operating costs for About Group increased 33.4% ($4.1 million) in the second quarter and 29.9% ($7.0 million) in the first half of 2007 primarily due to higher compensation costs ($2.2 million in the second quarter and $4.0 million in the first half of 2007), due in part to acquisitions of ConsumerSearch, Inc. and UCompareHealthCare.com and investments in new initiatives, and higher editorial costs ($1.0 million for the second quarter and first half of 2007).

Corporate

Total operating costs for Corporate decreased 1.3% ($0.2 million) in the second quarter of 2007 compared with the same period last year.  For the first half of 2007, total operating costs increased 11.3% ($2.6 million) due to higher compensation costs and professional fees associated with cost-saving efforts.

27




Operating Profit

Consolidated operating profit, by reportable segment, Corporate and for the Company as a whole, were as follows:

 

 

For the Quarters Ended

 

For the Six Months Ended

 

(In thousands)

 

July 1,
2007

 

June 25,
2006

 

% Change

 

July 1,
2007

 

June 25,
2006

 

% Change

 

Operating profit (loss):

 

 

 

 

 

 

 

 

 

 

 

 

 

News Media Group

 

$

46,653

 

$

90,933

 

(48.7

)

$

106,282

 

$

155,188

 

(31.5

)

About Group

 

8,511

 

7,309

 

16.4

 

16,841

 

14,252

 

18.2

 

Corporate

 

(11,847

)

(11,999

)

(1.3

)

(25,309

)

(22,732

)

11.3

 

Total operating profit

 

$

43,317

 

$

86,243

 

(49.8

)

$

97,814

 

$

146,708

 

(33.3

)

 

The reasons underlying the period-to-period changes in each segment’s and Corporate’s operating profit (loss) are previously discussed under “Revenues,” “Operating Costs,”  “Recent Developments - Sale of WQEW-AM” and “Plant Consolidation.”

Non-Operating Items

Joint Ventures

Net income from joint ventures totaled $4.7 million in the second quarter of 2007 compared with $8.8 million in the second quarter of 2006 and $2.6 million in the first half of 2007 compared with $10.7 million in the first half of 2006.  Lower earnings resulted from weaker performance at the paper mills and the sale of our interest in the Discovery Times Channel in October 2006.

Interest Expense, Net

“Interest expense, net” in our Condensed Consolidated Statements of Income was as follows:

 

For the Quarters Ended

 

For the Six Months Ended

 

(In thousands)

 

July 1,
2007

 

June 25,
2006

 

July 1,
2007

 

June 25,
2006

 

Interest expense

 

$

14,005

 

$

18,661

 

$

32,309

 

$

35,979

 

Interest income

 

(678

)

(2,247

)

(1,732

)

(4,203

)

Capitalized interest

 

(6,201

)

(3,180

)

(12,123

)

(6,018

)

Interest expense, net

 

$

7,126

 

$

13,234

 

$

18,454

 

$

25,758

 

 

Interest expense, net decreased in the second quarter and first half of 2007 mainly due to the repayment of outstanding commercial paper with the proceeds from the sales of the Broadcast Media Group and WQEW.

Income Taxes

The effective income tax rate increased to 46.0% in the second quarter and 48.5% in the first half of 2007 compared with 34.4% in the second quarter and 36.2% in the first half of 2006.  The increases were primarily due to the income taxes associated with asset sales in the second quarter of 2007 (see Notes 2 and 8 of the Notes to the Condensed Consolidated Financial Statements) 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.

Discontinued Operations

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.  The results of operations presented as discontinued operations through May 7, 2007, are summarized below.

28




 

 

For the Quarters Ended

 

For the Six Months Ended

 

(In thousands)

 

July 1, 2007

 

June 25, 2006

 

July 1, 2007

 

June 25, 2006

 

Revenues

 

$

13,798

 

$

39,112

 

$

46,702

 

$

71,066

 

Total operating costs

 

10,451

 

29,427

 

36,854

 

58,184

 

Pre-tax income

 

3,347

 

9,685

 

9,848

 

12,882

 

Income taxes

 

1,370

 

3,971

 

4,095

 

5,282

 

Income from discontinued operations, net of income taxes

 

1,977

 

5,714

 

5,753

 

7,600

 

Gain on sale, net of income taxes of $96,911

 

94,330

 

 

94,330

 

 

Discontinued operations, net of income taxes

 

$

96,307

 

$

5,714

 

$

100,083

 

$

7,600

 

 

LIQUIDITY AND CAPITAL RESOURCES

We expect our cash balance, cash provided from operations and available third-party financing, described below, to be sufficient to meet our normal operating commitments and debt service requirements, to fund planned capital expenditures and to pay dividends to our stockholders.

We expect dividends to increase to approximately $125 million in 2007 from approximately $100 million in 2006.  On March 22, 2007, our Board of Directors authorized a $.23 per share quarterly dividend on our 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.  On June 21, 2007, the Board declared a dividend of $.23 per share on our Class A and B Common Stock.  The dividend is payable on September 12, 2007, to shareholders of record on September 4, 2007.

We repurchase Class A Common Stock under our stock repurchase program from time to time either in the open market or through private transactions, and these repurchases may be suspended from time to time or discontinued.  During the first half of 2007, we repurchased 29,300 shares of Class A Common Stock at a cost of approximately $0.7 million.  The average price of these repurchases was $24.42 per share.  As of July 1, 2007, approximately $93 million remained from our current share repurchase authorization.

New Headquarters Building

We are in the process of completing construction of  our new headquarters building in New York City (the “Building”), which we began to occupy in the second quarter of 2007.  In December 2001, one of our wholly owned subsidiaries (“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 their 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.  See Note 12 of the Notes to the Condensed Consolidated Financial Statements for additional information regarding the Building.

29




 

Our actual and anticipated capital expenditures in connection with the Building, net of proceeds from the sale of our previous headquarters, including core and shell and interior construction costs, are detailed in the table below. 

Capital Expenditures

 

 

 

(In millions)

 

NYT

 

2001-2006

 

$

434

 

2007

 

$

170-$190

 

Total

 

$

604-$624

 

Less: net sale proceeds(a)

 

$

106

 

Total, net of sale proceeds(b)

 

$

498-$518

 


(a)          Represents cash proceeds from the sale of our previous headquarters, net of income taxes and transaction costs.

(b)          Includes estimated capitalized interest and salaries of approximately $48 million.

During the first quarter of 2007, we leased five floors in our portion of the Building under a 15-year non-cancelable agreement.  Revenue from this lease is included in other revenues beginning in the second quarter of 2007.  After substantial completion of the Building, which we expect will be in the third quarter of 2007, we may consider whether to enter into financing arrangements for our condominium interest, such as mortgage financing.  The decision of whether or not to do so will depend upon our capital requirements, market conditions and other factors.

Capital Resources

Sources and Uses of Cash

Cash flows by category were as follows:

 

For the Six Months Ended

 

(In thousands)

 

July 1, 2007

 

June 25, 2006

 

Operating Activities

 

$

(11,745

)

$

166,056

 

Investing Activities

 

$

305,409

 

$

(136,676

)

Financing Activities

 

$

(308,534

)

$

(33,112

)

 

Operating Activities

The primary source of our liquidity is cash flows from operating activities.  The key component of operating cash inflow is cash receipts from advertising customers.  Advertising has provided approximately 64% to 66% of total revenues over the past three years.  Operating cash inflows also include cash receipts from circulation sales and other revenue transactions such as wholesale delivery operations, news services/syndication, digital archives, subscription Web services and commercial printing.  Operating cash outflows include payments to vendors for raw materials, services and supplies, payments to employees, and payments of interest and income taxes.

Net cash provided by operating activities decreased approximately $178 million in the first half of 2007 compared with the first half of 2006.  Operating cash flows decreased in the first half of 2007 due to higher working capital requirements primarily driven by income taxes paid on the gains on the sales of the Broadcast Media Group and WQEW.

30




 

Investing Activities

Cash from investing activities generally include proceeds from the sale of assets or a business.  Cash used in investing activities generally include payments for the acquisition of new businesses, equity investments and capital expenditures, including property, plant and equipment.

Net cash provided by investing activities of $305.4 million in the first half of 2007 was due to proceeds from the sales of the Broadcast Media Group, WQEW and Edison, N.J., assets partially offset by payments to acquire the Edison printing facility, acquisitions of ConsumerSearch, Inc. and UCompareHealthCare.com and additional capital expenditures related to the construction of the Building.  See Note 12 of the Notes to the Condensed Consolidated Financial Statements for additional information regarding the Building.

Financing Activities

Cash from financing activities generally includes borrowings under our commercial paper program, the issuance of long-term debt and funds from stock option exercises.  Cash used in financing activities generally includes the repayment of commercial paper and long-term debt, the payment of dividends and the repurchase of our Class A Common Stock.

Net cash used in financing activities increased approximately $275 million in the first half of 2007 because of repayments of commercial paper and medium-term notes that matured during the second quarter of 2007 partially offset by cash received from our real estate development partner for the repayment of our loan receivable.

See our Condensed Consolidated Statements of Cash Flows for additional information on our sources and uses of cash.

Third-Party Financing

We have the following financing sources available to supplement cash flows from operations:

·                          a commercial paper facility,

·                          revolving credit agreements and

·                          medium-term notes.

Our total debt, including commercial paper and capital lease obligations, was $965.4 million as of July 1, 2007, and total debt, including these items and a construction loan (see below), was $1.4 billion as of December 31, 2006.

Our short- and long-term debt is rated investment grade by the major rating agencies.  In July 2007, Standard and Poor’s lowered its investment rating on our long-term debt to BBB from A- and lowered its rating on our short-term debt to A-3 from A-2.  We have no liabilities subject to accelerated payment upon a ratings downgrade and do not expect the downgrades of our long-term and short-term debt ratings to have any material impact on our ability to borrow.  However, as a result of these downgrades, we may incur higher borrowing costs for any future long-term and short-term issuances or borrowings under our revolving credit agreements.  We do not currently expect these to be significant.

31




 

Commercial Paper

Our $725.0 million commercial paper program is supported by the revolving credit agreements described below.  Commercial paper that we issue is unsecured and can have maturities of up to 270 days.  We had $237.5 million in commercial paper outstanding as of July 1, 2007, with an annual weighted-average interest rate of 5.5% and an average of 12 days to maturity from original issuance.  We used the cash proceeds from the sales of the Broadcast Media Group and WQEW to repay our outstanding commercial paper.

Revolving Credit Agreements

The primary purpose of our $800.0 million revolving credit agreements is to support our commercial paper program.  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), we have issued letters of credit of approximately $24 million.  The remaining balance of approximately $776 million supports our commercial paper program.  There were no borrowings outstanding under the revolving credit agreements as of July 1, 2007, and December 31, 2006.

Any borrowings under the revolving credit agreements bear interest at specified margins based on our credit rating, over various floating rates selected by us.

The revolving credit agreements each contain a covenant that requires a specified level of stockholders’ equity (as defined in the agreements).  As of July 1, 2007, the amount of stockholders’ equity in excess of the required levels was approximately $652 million.

Medium-Term Notes

Our liquidity requirements may also be funded through the public offer and sale of notes under our $300.0 million medium-term note program.  As of July 1, 2007, we had issued $75.0 million of medium-term notes under this program.  An additional $225.0 million of medium-term notes may be issued from time to time pursuant to our currently effective shelf registration statement.

Our five-year 5.350% notes aggregating $50.0 million matured on April 16, 2007, and our 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, we made principal repayments totaling $102.0 million.

Construction Loan

Until January 2007, we were a co-borrower under a $320 million non-recourse construction loan in connection with the construction of our new headquarters.  We did not draw down on the construction loan, which is being used by our development partner.  However, as a co-borrower, we were required to record the amount outstanding of the construction loan on our financial statements.  We also recorded a receivable, due from our development partner, for the same amount outstanding under the construction loan.  As of December 31, 2006,

32




 

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 our release as a co-borrower, the receivable and the construction loan were reversed and are not included in our Condensed Consolidated Balance Sheet as of July 1, 2007.  See Note 12 of the Notes to the Condensed Consolidated Financial Statements for additional information related to our new headquarters.

RECENT ACCOUNTING PRONOUNCEMENTS

In February 2007, the Financial Accounting Standards Board (“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.  We are currently evaluating the impact of adopting FAS 159 on our 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, 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.  We are currently evaluating the impact of adopting FAS 157 on our 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 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 Opinion—1967 (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.  We are currently evaluating the impact of adopting EITF 06-4 on our financial statements.

CRITICAL ACCOUNTING POLICIES

Our critical accounting policies are detailed in our Annual Report on Form 10-K for the year ended December 31, 2006.  As of July 1, 2007, our critical accounting policies have not changed materially from December 31, 2006, except for the adoption of FASB Interpretation No. 48, Accounting for Uncertainty in Income Taxes — an interpretation of FASB Statement No.109 (“FIN 48”).  See Note 5 of the Notes to the Condensed Consolidated Financial Statements.

33




 

CONTRACTUAL OBLIGATIONS & OFF-BALANCE SHEET ARRANGEMENTS

Our contractual obligations and off-balance sheet arrangements are detailed in our Annual Report on Form 10-K for the year ended December 31, 2006.  As of July 1, 2007, our contractual obligations and off-balance sheet arrangements have not materially changed from December 31, 2006.

With the adoption of FIN 48, our liability for unrecognized tax benefits was approximately $149 million, including approximately $30 million of accrued interest and penalties.  Until formal resolutions are reached between us and the tax authorities, the timing and amount of a possible audit settlement for uncertain tax benefits is not practicable.  Therefore, we do not include this obligation in the table of contractual obligations.

FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q, including the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” contains forward-looking statements that relate to future events or our future financial performance.  We may also make written and oral forward-looking statements in our Securities and Exchange Commission (“SEC”) filings and otherwise.  We have tried, where possible, to identify such statements by using words such as “believe,” “expect,” “intend,” “estimate,” “anticipate,” “will,” “project,” “plan” and similar expressions in connection with any discussion of future operating or financial performance.  Any forward-looking statements are and will be based upon our then-current expectations, estimates and assumptions regarding future events and are applicable only as of the dates of such statements.  We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

By their nature, forward-looking statements involve risks and uncertainties that could cause actual results to differ materially from those anticipated in any forward-looking statements.  Such factors include those described in “Item 1A-Risk Factors” of our Annual Report on Form 10-K for the year ended December 31, 2006, as well as other risks and factors identified from time to time in our SEC filings.

34




 

Item 3. Quantitative and Qualitative Disclosures About Market Risk

The Company’s Annual Report on Form 10-K for the year ended December 31, 2006, details our disclosures about market risk.  As of July 1, 2007, there were no material changes in the Company’s market risk from December 31, 2006.

Item 4. Controls and Procedures 

Evaluation of Disclosure Controls and Procedures

Janet L. Robinson, our Chief Executive Officer, and James M. Follo, our Chief Financial Officer, have evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934) as of July 1, 2007.  Based on such evaluation, Ms. Robinson and Mr. Follo concluded that our disclosure controls and procedures were effective to ensure that the information required to be disclosed by us in the reports that we file or submit under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

Changes in Internal Control Over Financial Reporting

There have been no changes in our internal control over financial reporting during the period covered by this report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

 

35




PART II. OTHER INFORMATION

Item 1A. Risk Factors

        There have been no material changes to the Company’s risk factors as set forth in “Item 1A-Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2006.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

        (c) Issuer Purchases of Equity Securities(1)

 

 

 

 

 

 

 

 

(d)

 

 

 

 

 

 

 

(c)

 

Maximum Number (or

 

 

 

(a)

 

(b)

 

Total Number

 

Approximate Dollar

 

 

 

Total Number

 

Average

 

of Shares

 

Value) of Shares of

 

 

 

of Shares of

 

Price Paid

 

of Class A Common

 

Class A Common

 

 

 

Class A

 

Per Share

 

Stock Purchased as

 

Stock that

 

 

 

Common

 

of Class A

 

Part

 

May Yet Be

 

 

 

Stock

 

Common

 

of Publicly Announced

 

Purchased Under the

 

Period

 

Purchased

 

Stock

 

Plans or Programs

 

Plans or Programs

 

April 2, 2007 – May 6, 2007

 

584

 

$

23.55

 

 

$

92,976,000

 

May 7, 2007 – June 3, 2007

 

1,776

 

$

24.84

 

 

$

92,976,000

 

June 4, 2007 – July 1, 2007

 

530

 

$

25.21

 

 

$

92,976,000

 

Total for the second
quarter of 2007(2)

 

2,890

 

$

24.65

 

 

$

92,976,000

 

 

 

 

 

 

 

 

 

 


(1) On April 13, 2004, our Board of Directors authorized repurchases in an amount up to $400.0 million.  Except as otherwise noted, all purchases were made pursuant to the Company’s publicly announced share repurchase program.  As of August 3, 2007, we had authorization from the Board to repurchase an amount of up to approximately $93 million of our Class A Common Stock.  The Board has authorized us to purchase shares from time to time as market conditions permit.  There is no expiration date with respect to this authorization.

(2) Consists of 2,890 shares (584 shares in fiscal April, 1,776 shares in fiscal May and 530 shares in fiscal June) withheld from employees to satisfy tax withholding obligations upon the vesting of restricted shares awarded under the Company’s 1991 Executive Stock Incentive Plan.  The shares were purchased pursuant to the terms of the plan and not pursuant to our publicly announced share repurchase program.

36




 

Item 4. Submission of Matters to a Vote of Security Holders

(a) The Company’s annual meeting of stockholders was held on April 24, 2007.

(b) Not applicable.

(c) The following matters were voted on at the annual meeting:

1. The stockholders (with Class A and Class B stockholders voting separately) elected all of management’s nominees for election as directors. The results of the vote taken were as follows:

Directors:

 

For

 

Withheld

 

(Vote Results of Class A Stockholders)

 

 

 

 

 

Raul E. Cesan

 

71,758,576

 

52,445,370

 

William E. Kennard

 

71,769,943

 

52,434,003

 

James M. Kilts

 

71,728,203

 

52,475,743

 

Doreen A. Toben

 

71,740,240

 

52,463,706

 

(Vote Results of Class B Stockholders)

 

 

 

 

 

Brenda C. Barnes

 

766,098

 

0

 

Daniel H. Cohen

 

766,098

 

0

 

Lynn G. Dolnick

 

766,098

 

0

 

Michael Golden

 

766,098

 

0

 

David E. Liddle

 

766,098

 

0

 

Ellen R. Marram

 

766,098

 

0

 

Thomas Middelhoff

 

766,098

 

0

 

Janet L. Robinson

 

766,098

 

0

 

Arthur Sulzberger, Jr.

 

766,098

 

0

 

 

2. The stockholders (with Class A and Class B stockholders voting together) ratified the selection, by the Audit Committee of the Board of Directors, of Ernst & Young LLP, independent certified public accountants, as auditors of the Company for the year ending December 30, 2007.  The results of the vote taken were as follows:

For:

 

123,630,886

 

Against:

 

430,753

 

Abstain:

 

908,405

*

 

(d) Not applicable.


* An abstention had the same effect as a vote against this proposal.

37




 

Item 5.  Other Information

On August 6, 2007, the Board of Directors approved an amendment to the Company’s By-laws that, as permitted by Section 602(d) of the New York Business Corporation Law, added provisions specifying the procedures for stockholder nominations of directors and the making of other proposals at the Company’s annual meeting.  The amendments became effective upon the Board’s approval and will first apply to the Company’s 2008 annual meeting.  A copy of the By-laws, as amended, is filed as an exhibit to this report.

As amended, the By-laws provide that the nomination of persons for election to the Board and the proposal of business to be considered by stockholders may be made at the annual meeting as set out in the Company’s notice of such meeting, by or at the direction of the Board or by any stockholder who is entitled to vote at the meeting on such nomination or other proposal, and who, in the case of a holder of Class A common stock, complies with certain notice procedures.  Any holder of Class A common stock proposing to nominate an individual for election to the Board by the Class A holders or proposing business to be considered by the Class A holders at an annual meeting must give written notice to the Secretary of the Company generally not less than 90 days nor more than 120 days before the first anniversary of the preceding year’s annual meeting.

The Company has included the foregoing information in this Quarterly Report on Form 10-Q under Item 5 in lieu of filing a report on Form 8-K under Item 5.03.

Item 6. Exhibits  

3.1

 

Certificate of Incorporation as amended and restated to reflect amendments effective July 1, 2007

3.2

 

By-laws as amended through August 6, 2007

12

 

Ratio of Earnings to Fixed Charges

31.1

 

Rule 13a-14(a)/15d — 14(a) Certification

31.2

 

Rule 13a-14(a)/15d — 14(a) Certification

32.1

 

Certification Pursuant to 18 U.S.C. Section 1350, as Added by Section 906 of the Sarbanes-Oxley Act of 2002

32.2

 

Certification Pursuant to 18 U.S.C. Section 1350, as Added by Section 906 of the Sarbanes-Oxley Act of 2002

 

38




SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

THE NEW YORK TIMES COMPANY

 

 

(Registrant)

 

 

 

 

 

 

 

Date: August 9, 2007

/s/ JAMES M. FOLLO

 

 

James M. Follo

 

 

Senior Vice President and

 

 

Chief Financial Officer

 

 

(Principal Financial Officer)

 

 




Exhibit Index to Quarterly Report on Form 10-Q
For the Quarter Ended July 1, 2007

 

Exhibit No.

 

 

3.1

 

Certificate of Incorporation as amended and restated to reflect amendments effective July 1, 2007

 

 

 

3.2

 

By-laws as amended through August 6, 2007

 

 

 

12

 

Ratio of Earnings to Fixed Charges

 

 

 

31.1

 

Rule 13a-14(a)/15d — 14(a) Certification

 

 

 

31.2

 

Rule 13a-14(a)/15d — 14(a) Certification

 

 

 

32.1

 

Certification Pursuant to 18 U.S.C. Section 1350, as Added by Section 906 of the Sarbanes-Oxley Act of 2002

 

 

 

32.2

 

Certification Pursuant to 18 U.S.C. Section 1350, as Added by Section 906 of the Sarbanes-Oxley Act of 2002