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NEW YORK TIMES CO - Quarter Report: 2013 June (Form 10-Q)



 
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 June 30, 2013
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
incorporation or organization)
 
(I.R.S. Employer
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 has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes   x     No  o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer  x
 
Accelerated filer  o
 
Non-accelerated filer  o 
 
Smaller reporting company  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 2, 2013 (exclusive of treasury shares): 
Class A Common Stock
  
 
148,633,764

  shares
Class B Common Stock
  
 
818,061

  shares
 






THE NEW YORK TIMES COMPANY
INDEX

 
 
ITEM NO.
 
 
 
 
 
Financial Information
 
Item
 
Financial Statements
 
 
 
 
Condensed Consolidated Balance Sheets as of June 30, 2013 (unaudited) and December 30, 2012
 
 
 
 
Condensed Consolidated Statements of Operations (unaudited) for the quarter and six months ended June 30, 2013 and June 24, 2012
 
 
 
 
Consolidated Statements of Comprehensive Income/(Loss) (unaudited) for the quarter and six months ended June 30, 2013 and June 24, 2012
 
 
 
 
Consolidated Statements of Cash Flows (unaudited) for the six months ended June 30, 2013 and June 24, 2012
 
 
 
 
Notes to the Condensed Consolidated Financial Statements
 
Item
 
Management’s Discussion and Analysis of Financial Condition and Results of Operations
 
Item
 
Quantitative and Qualitative Disclosures about Market Risk
 
Item
 
Controls and Procedures
 
 
 
 
 
 
Other Information
 
Item
1A
 
Risk Factors
 
Item
2
 
Unregistered Sales of Equity Securities and Use of Proceeds
 
Item
6
 
Exhibits
 





PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
THE NEW YORK TIMES COMPANY
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands, except share and per share data)
 
June 30,
2013
 
December 30,
2012
 
(Unaudited)
 
 
Assets
 
 
 
Current assets
 
 
 
Cash and cash equivalents
$
358,601

 
$
820,489

Short-term marketable securities
388,370

 
134,820

Accounts receivable (net of allowances of $14,369 in 2013 and $17,390 in 2012)
191,869

 
237,932

Inventories:
 
 
 
Newsprint and magazine paper
7,434

 
8,038

Other inventory
1,931

 
2,376

Total inventories
9,365

 
10,414

Deferred income taxes
58,214

 
58,214

Other current assets
47,088

 
46,539

Total current assets
1,053,507

 
1,308,408

Other assets
 
 
 
Long-term marketable securities
170,990

 
4,444

Investments in joint ventures
39,243

 
42,702

Property, plant and equipment (less accumulated depreciation and amortization of $984,190 in 2013 and $941,728 in 2012)
822,414

 
860,385

Goodwill (less accumulated impairment losses of $805,218 in 2013 and 2012)
121,433

 
122,691

Deferred income taxes
276,253

 
280,523

Miscellaneous assets
163,781

 
166,627

Total assets
$
2,647,621

 
$
2,785,780

See Notes to Condensed Consolidated Financial Statements.


1



THE NEW YORK TIMES COMPANY
CONDENSED CONSOLIDATED BALANCE SHEETS-(Continued)
(In thousands, except share and per share data)
 
June 30,
2013
 
December 30,
2012
 
(Unaudited)
 
 
Liabilities and stockholders’ equity
 
 
 
Current liabilities
 
 
 
Accounts payable
$
79,944

 
$
96,962

Accrued payroll and other related liabilities
73,119

 
95,180

Unexpired subscriptions
67,280

 
66,850

Accrued expenses and other
119,403

 
124,653

Accrued income taxes
13,355

 
38,932

Total current liabilities
353,101

 
422,577

Other liabilities
 
 
 
Long-term debt and capital lease obligations
694,158

 
696,914

Pension benefits obligation
642,276

 
737,889

Postretirement benefits obligation
108,089

 
110,347

Other
145,258

 
152,418

Total other liabilities
1,589,781

 
1,697,568

Stockholders’ equity
 
 
 
Common stock of $.10 par value:
 
 
 
Class A – authorized 300,000,000 shares; issued: 2013 – 150,472,065; 2012 – 150,270,975 (including treasury shares: 2013 – 2,305,554; 2012 – 2,483,537)
15,047

 
15,027

Class B – convertible – authorized and issued shares: 2013 – 818,061; 2012 – 818,385 (including treasury shares: 2013 – none; 2012 – none)
82

 
82

Additional paid-in capital
27,818

 
25,610

Retained earnings
1,254,155

 
1,230,450

Common stock held in treasury, at cost
(90,391
)
 
(96,278
)
Accumulated other comprehensive loss, net of income taxes:
 
 
 
Foreign currency translation adjustments
10,091

 
11,327

Unrealized loss on available-for-sale security
(498
)
 
(431
)
Funded status of benefit plans
(514,633
)
 
(523,463
)
Total accumulated other comprehensive loss, net of income taxes
(505,040
)
 
(512,567
)
Total New York Times Company stockholders’ equity
701,671

 
662,324

Noncontrolling interest
3,068

 
3,311

Total stockholders’ equity
704,739

 
665,635

Total liabilities and stockholders’ equity
$
2,647,621

 
$
2,785,780

See Notes to Condensed Consolidated Financial Statements.


2



THE NEW YORK TIMES COMPANY
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
(In thousands, except per share data)
 
 
For the Quarters Ended
 
For the Six Months Ended
 
 
June 30,
2013
 
June 24,
2012
 
June 30,
2013
 
June 24,
2012
 
 
(13 weeks)
 
(26 weeks)
Revenues
 
 
 
 
 
 
 
 
Circulation
 
$
245,132

 
$
233,291

 
$
486,921

 
$
460,285

Advertising
 
207,454

 
220,228

 
398,621

 
435,462

Other
 
32,777

 
36,283

 
65,754

 
69,487

Total revenues
 
485,363

 
489,802

 
951,296

 
965,234

Operating costs
 
 
 
 
 
 
 
 
Production costs:
 
 
 
 
 
 
 
 
Raw materials
 
28,854

 
33,596

 
58,947

 
66,959

Wages and benefits
 
106,090

 
107,153

 
215,219

 
215,786

Other
 
57,452

 
61,829

 
114,496

 
122,540

Total production costs
 
192,396

 
202,578

 
388,662

 
405,285

Selling, general and administrative costs
 
217,928

 
220,236

 
442,131

 
449,360

Depreciation and amortization
 
21,608

 
22,920

 
43,408

 
53,036

Total operating costs
 
431,932

 
445,734

 
874,201

 
907,681

Operating profit
 
53,431

 
44,068

 
77,095

 
57,553

Gain on sale of investment
 

 
37,797

 

 
55,645

Impairment of investments
 

 

 

 
4,900

(Loss)/income from joint ventures
 
(459
)
 
1,079

 
(3,399
)
 
1,050

Interest expense, net
 
14,646

 
15,464

 
28,720

 
30,916

Income from continuing operations before income taxes
 
38,326

 
67,480

 
44,976

 
78,432

Income tax expense
 
18,189

 
29,440

 
21,516

 
31,233

Income from continuing operations
 
20,137

 
38,040

 
23,460

 
47,199

Loss from discontinued operations, net of income taxes
 

 
(125,689
)
 

 
(92,298
)
Net income/(loss)
 
20,137

 
(87,649
)
 
23,460

 
(45,099
)
Net (income)/loss attributable to the noncontrolling interest
 
(6
)
 
27

 
243

 
80

Net income/(loss) attributable to The New York Times Company common stockholders
 
$
20,131

 
$
(87,622
)
 
$
23,703


$
(45,019
)
Amounts attributable to The New York Times Company common stockholders:
 
 
 
 
 
 
 
 
Income from continuing operations
 
$
20,131

 
$
38,067

 
$
23,703

 
$
47,279

Loss from discontinued operations, net of income taxes
 

 
(125,689
)
 

 
(92,298
)
Net income/(loss)
 
$
20,131

 
$
(87,622
)
 
$
23,703

 
$
(45,019
)
Average number of common shares outstanding:
 
 
 
 
 
 
 
 
Basic
 
148,797

 
148,005

 
148,754

 
147,936

Diluted
 
156,511

 
149,799

 
156,101

 
150,669

Basic earnings/(loss) per share attributable to The New York Times Company common stockholders:
 
 
 
 
 
 
 
 
Income from continuing operations
 
$
0.14

 
$
0.26

 
$
0.16

 
$
0.32

Loss from discontinued operations, net of income taxes
 

 
(0.85
)
 

 
(0.62
)
Net income/(loss)
 
$
0.14

 
$
(0.59
)
 
$
0.16

 
$
(0.30
)
Diluted earnings/(loss) per share attributable to The New York Times Company common stockholders:
 
 
 
 
 
 
 
 
Income from continuing operations
 
$
0.13

 
$
0.25

 
$
0.15

 
$
0.31

Loss from discontinued operations, net of income taxes
 

 
(0.83
)
 

 
(0.61
)
Net income/(loss)
 
$
0.13

 
$
(0.58
)
 
$
0.15

 
$
(0.30
)
See Notes to Condensed Consolidated Financial Statements.

3



THE NEW YORK TIMES COMPANY
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME/(LOSS)
(Unaudited)
(In thousands)
 
 
For the Quarters Ended
 
For the Six Months Ended
 
 
June 30,
2013
 
June 24,
2012
 
June 30,
2013
 
June 24,
2012
 
 
(13 weeks)
 
(26 weeks)
Net income/(loss)
 
$
20,137

 
$
(87,649
)
 
$
23,460

 
$
(45,099
)
Other comprehensive income/(loss), before tax:
 
 
 
 
 
 
 
 
Foreign currency translation adjustments
 
713

 
(6,712
)
 
(1,764
)
 
(4,399
)
Unrealized derivative gain on cash-flow hedge of equity method investment
 

 

 

 
1,143

Unrealized gain/(loss) on available-for-sale security
 
1,260

 
(3,425
)
 
(114
)
 
3,589

Pension and postretirement benefits obligation
 
6,598

 
5,817

 
14,857

 
(4,461
)
Other comprehensive income/(loss), before tax
 
8,571

 
(4,320
)
 
12,979

 
(4,128
)
Income tax expense/(benefit)
 
3,672

 
(1,647
)
 
5,452

 
(1,807
)
Other comprehensive income/(loss), net of tax
 
4,899

 
(2,673
)
 
7,527

 
(2,321
)
Comprehensive income/(loss)
 
25,036

 
(90,322
)
 
30,987

 
(47,420
)
Comprehensive (income)/loss attributable to the noncontrolling interest
 
(6
)
 
27

 
243

 
80

Comprehensive income/(loss) attributable to The New York Times Company common stockholders
 
$
25,030

 
$
(90,295
)
 
$
31,230

 
$
(47,340
)
See Notes to Condensed Consolidated Financial Statements.


4



THE NEW YORK TIMES COMPANY
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(In thousands)
 
For the Six Months Ended
 
June 30,
2013
 
June 24,
2012
 
(26 weeks)
Cash flows from operating activities
 
 

Net income/(loss)
$
23,460

 
$
(45,099
)
Adjustments to reconcile net income/(loss) to net cash (used in)/provided by operating activities:
 
 
 
Impairment of assets

 
194,732

Gain on sale of investment

 
(55,645
)
Impairment of investments

 
4,900

Loss on sale of Regional Media Group

 
4,717

Depreciation and amortization
43,408

 
57,811

Stock-based compensation expense
5,201

 
4,144

Undistributed loss of equity method investments
3,399

 
4,769

Long-term retirement benefit obligations
(82,503
)
 
(21,925
)
Other–net
9,581

 
4,934

Changes in operating assets and liabilities–net of dispositions:
 
 
 
Accounts receivable–net
46,063

 
35,954

Inventories
1,049

 
814

Other current assets
2,079

 
(3,085
)
Accounts payable and other liabilities
(78,729
)
 
(116,028
)
Unexpired subscriptions
430

 
2,878

Net cash (used in)/provided by operating activities
(26,562
)
 
73,871

Cash flows from investing activities
 
 
 
Purchases of marketable securities
(584,600
)
 
(284,856
)
Maturities of marketable securities
160,262

 
109,844

Capital expenditures
(6,983
)
 
(19,215
)
Change in restricted cash
2,000

 
3,287

(Purchase of)/proceeds from investments–net
(541
)
 
92,525

Proceeds from sale of Regional Media Group

 
140,044

Net cash (used in)/provided by investing activities
(429,862
)
 
41,629

Cash flows from financing activities
 
 
 
Long-term obligations:
 
 
 
Repayment of debt and capital lease obligations
(5,925
)
 
(280
)
Capital shares:
 
 
 
Issuances from stock option exercises
611

 
207

Net cash used in financing activities
(5,314
)
 
(73
)
(Decrease)/increase in cash and cash equivalents
(461,738
)
 
115,427

Effect of exchange rate changes on cash and cash equivalents
(150
)
 
(286
)
Cash and cash equivalents at the beginning of the year
820,489

 
175,151

Cash and cash equivalents at the end of the quarter
$
358,601

 
$
290,292

See Notes to Condensed Consolidated Financial Statements.

5

THE NEW YORK TIMES COMPANY
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)


NOTE 1. BASIS OF PRESENTATION

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 June 30, 2013 and December 30, 2012, and the results of operations and cash flows of the Company for the periods ended June 30, 2013 and June 24, 2012. The Company and its consolidated subsidiaries are referred to collectively as “we,” “us” or “our.” 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 financial statements were prepared in accordance with the requirements of the Securities and Exchange Commission (“SEC”) for interim reporting. As permitted under those rules, certain notes or other financial information that are normally required by accounting principles generally accepted in the United States of America have been condensed or omitted from these interim financial statements. These financial statements, therefore, should be read in conjunction with the Consolidated Financial Statements and related Notes included in our Annual Report on Form 10-K for the year ended December 30, 2012. Due to the seasonal nature of our business, operating results for the interim periods are not necessarily indicative of a full year’s operations. The fiscal periods included herein comprise 13 weeks for the second-quarter periods and 26 weeks for the full six-month periods.

For comparability, certain prior-year amounts have been reclassified to conform with the current period presentation.

See Note 3 for information regarding adjustments to prior period financial statements.

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

As of June 30, 2013, our significant accounting policies, which are detailed in our Annual Report on Form 10-K for the year ended December 30, 2012, have not changed. In the first quarter of 2013, we added a significant accounting policy related to our investments in marketable securities.

Marketable securities

We have investments in marketable debt and equity securities. We determine the appropriate classification of our investments at the date of purchase and reevaluate the classifications at the balance sheet date. Marketable debt securities with maturities of 12 months or less are classified as short-term. Marketable debt securities with maturities greater than 12 months are classified as long-term. We have the intent and ability to hold our marketable debt securities until maturity; therefore they are accounted for as held-to-maturity and stated at amortized cost. Our marketable equity security is accounted for as available-for-sale and stated at fair value. Changes in the fair value of our available-for-sale security are recognized as unrealized gains or losses, net of taxes, as a component of accumulated other comprehensive income/(loss) (“AOCI”).

Recently adopted accounting pronouncements

At the beginning of our 2013 fiscal year, we adopted new guidance for the presentation of amounts reclassified from AOCI. The guidance specifically required, either on the face of the financial statements or in the notes, presentation of significant amounts reclassified from AOCI by component for the respective line items of net income. We adopted the new guidance and present the reclassifications in the notes to the financial statements. See Note 14 for additional information regarding amounts reclassified from AOCI.

NOTE 3. PRIOR PERIOD ADJUSTMENTS

During the second quarter of 2013, we determined that due to an error in the actuarial valuation of accrued benefits for approximately 800 participants primarily in The New York Times Companies Pension Plan, our pension benefit obligation was overstated by approximately $50.4 million as of December 31, 2012 and $50.9 million as of March 31, 2013. The New York Times Companies Pension Plan (which was frozen as of December 31, 2009) provides for certain offsetting credits for plan participants who are also entitled to benefits under another qualified pension plan to which we contribute, primarily from The New York Times Newspaper Guild Pension Plan or the Boston Globe Retirement Plan for employees represented by the Boston Newspaper Guild. We determined that those offsetting credits were not properly recorded in prior interim and annual periods, on our balance sheet from December 30, 2007 through March 31, 2013 and on our income statement from the fiscal year ended December 28, 2008 through the quarter ended March 31, 2013.

6

THE NEW YORK TIMES COMPANY
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-(Continued)
(Unaudited)

In accordance with the provisions of SEC Staff Accounting Bulletin No. 108, we assessed the impact of these adjustments on prior period financial statements and concluded that these errors were not material individually or in the aggregate to any of the prior reporting periods from an income statement and balance sheet perspective. However, the correction of the error in the current period would be considered material and would impact comparisons to prior periods.
Accordingly, we have adjusted our consolidated financial statements for the periods ended December 25, 2011 through March 31, 2013 to correct the errors and will make adjustments for future Form 10-Q and 10-K filings that include financial statements for the periods affected. The adjustment primarily resulted in a reduction in pension expense, other comprehensive income and pension liability in each of the periods presented.
The cumulative effect, net of tax, on the opening retained earnings and opening accumulated comprehensive income as of December 27, 2010 were $6.0 million and $14.5 million, respectively. There was no impact on cash flows for the periods indicated. The following tables show the adjusted financial statements for those periods indicated:

7

THE NEW YORK TIMES COMPANY
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-(Continued)
(Unaudited)

(In thousands)
 
March 31, 2013
 
2012 by quarter
 
December 25,
2011
 
 
December 30,
2012

September 23,
2012

June 24,
2012

March 25,
2012
 
 As previously reported:
 
 
 
 
 
 
 
 
 
 
 
 
Condensed Consolidated Balance Sheets
 
 
 
 
 
 
 
 
 
 
 
 
Assets
 
 
 
 
 
 
 
 
 
 
 
 
Current assets
 
 
 
 
 
 
 
 
 
 
 
 
Cash and cash equivalents
 
$
308,014

 
$
820,489

 
$
334,374

 
$
290,292

 
$
206,468

 
$
175,151

Short-term marketable securities
 
366,805

 
134,820

 
279,740

 
279,858

 
224,878

 
104,846

Accounts receivable (net of allowances)
 
190,813

 
237,932

 
195,489

 
227,932

 
230,042

 
247,436

Inventories:
 
 
 
 
 
 
 
 
 
 
 
 
Newsprint and magazine paper
 
9,235

 
8,038

 
11,536

 
13,589

 
16,643

 
14,567

Other inventory
 
2,213

 
2,376

 
2,373

 
2,817

 
3,144

 
3,213

Total inventories
 
11,448

 
10,414

 
13,909

 
16,406

 
19,787

 
17,780

Deferred income taxes
 
58,214

 
58,214

 
73,055

 
73,055

 
73,055

 
73,055

Other current assets
 
56,038

 
46,539

 
49,883

 
50,556

 
66,743

 
55,665

Assets held for sale
 

 

 
223,887

 

 

 
590,002

Total current assets
 
991,332

 
1,308,408

 
1,170,337

 
938,099

 
820,973

 
1,263,935

Other assets
 
 
 
 
 
 
 
 
 
 
 
 
Long-term marketable securities
 
190,841

 
4,444

 

 

 

 

Investments in joint ventures
 
40,169

 
42,702

 
43,151

 
43,541

 
45,138

 
82,019

Property, plant and equipment (less accumulated depreciation and amortization)
 
842,383

 
860,385

 
877,883

 
896,093

 
912,338

 
937,140

Goodwill (less accumulated impairment losses)
 
120,275

 
122,691

 
121,251

 
306,087

 
506,160

 
121,618

Deferred income taxes
 
300,364

 
301,078

 
344,062

 
348,101

 
295,373

 
280,283

Miscellaneous assets
 
165,613

 
166,627

 
168,881

 
184,885

 
237,798

 
198,455

Total assets
 
$
2,650,977

 
$
2,806,335

 
$
2,725,565

 
$
2,716,806

 
$
2,817,780

 
$
2,883,450

 
 
 
 
 
 
 
 
 
 
 
 
 
Liabilities and stockholders’ equity
 
 
 
 
 
 
 
 
 
 
 
 
Current liabilities
 
 
 
 
 
 
 
 
 
 
 
 
Accounts payable
 
$
88,513

 
$
96,962

 
$
94,315

 
$
90,616

 
$
93,126

 
$
98,385

Accrued payroll and other related liabilities
 
60,959

 
95,180

 
97,401

 
81,920

 
80,945

 
112,024

Unexpired subscriptions
 
69,114

 
66,850

 
66,537

 
65,776

 
67,863

 
63,103

Accrued expenses and other
 
119,405

 
124,653

 
204,847

 
205,414

 
205,993

 
240,464

Accrued income taxes
 

 
38,932

 

 

 

 

Total current liabilities
 
337,991

 
422,577

 
463,100

 
443,726

 
447,927

 
513,976

Other liabilities
 
 
 
 
 
 
 
 
 
 
 
 
Long-term debt and capital lease obligations
 
698,071

 
696,914

 
701,678

 
700,820

 
699,349

 
698,220

Pension benefits obligation
 
714,505

 
788,268

 
830,868

 
848,669

 
860,836

 
880,504

Postretirement benefits obligation
 
109,500

 
110,347

 
100,248

 
101,397

 
102,689

 
104,192

Other
 
144,576

 
152,418

 
154,537

 
155,353

 
151,048

 
177,049

Total other liabilities
 
1,666,652

 
1,747,947

 
1,787,331

 
1,806,239

 
1,813,922

 
1,859,965

Stockholders’ equity
 
 
 
 
 
 
 
 
 
 
 
 
Common stock of $.10 par value:
 
 
 
 
 
 
 
 
 
 
 
 
Class A
 
15,045

 
15,027

 
15,023

 
15,009

 
15,005

 
15,001

Class B
 
82

 
82

 
82

 
82

 
82

 
82

Additional paid-in capital
 
27,656

 
25,610

 
31,181

 
34,278

 
35,820

 
32,024

Retained earnings
 
1,222,936

 
1,219,798

 
1,042,888

 
1,040,606

 
1,128,755

 
1,086,625

Common stock held in treasury, at cost
 
(93,506
)
 
(96,278
)
 
(102,690
)
 
(107,572
)
 
(110,827
)
 
(110,974
)
Accumulated other comprehensive loss, net of income taxes:
 
 
 
 
 
 
 
 
 
 
 
 
Foreign currency translation adjustments
 
9,858

 
11,327

 
10,418

 
8,286

 
12,382

 
10,928

Unrealized (loss)/gain on available-for-sale security
 
(1,242
)
 
(431
)
 
732

 
2,102

 
4,109

 
(652
)
Funded status of benefit plans
 
(537,557
)
 
(542,635
)
 
(525,548
)
 
(529,019
)
 
(532,491
)
 
(526,674
)
Total accumulated other comprehensive loss, net of income taxes
 
(528,941
)
 
(531,739
)
 
(514,398
)
 
(518,631
)
 
(516,000
)
 
(516,398
)
Total New York Times Company stockholders’ equity
 
643,272

 
632,500

 
472,086

 
463,772

 
552,835

 
506,360

Noncontrolling interest
 
3,062

 
3,311

 
3,048

 
3,069

 
3,096

 
3,149

Total stockholders’ equity
 
646,334

 
635,811

 
475,134

 
466,841

 
555,931

 
509,509

Total liabilities and stockholders’ equity
 
$
2,650,977

 
$
2,806,335

 
$
2,725,565

 
$
2,716,806

 
$
2,817,780

 
$
2,883,450



8

THE NEW YORK TIMES COMPANY
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-(Continued)
(Unaudited)

(In thousands)
 
March 31, 2013
 
2012 by quarter
 
December 25,
2011
 
 
December 30,
2012
 
September 23,
2012
 
June 24,
2012
 
March 25,
2012
 
Adjustments:
 
 
 
 
 
 
 
 
 
 
 
 
Condensed Consolidated Balance Sheets
 
 
 
 
 
 
 
 
 
 
 
 
Assets
 
 
 
 
 
 
 
 
 
 
 
 
Current assets
 
 
 
 
 
 
 
 
 
 
 
 
Cash and cash equivalents
 
$

 
$

 
$

 
$

 
$

 
$

Short-term marketable securities
 

 

 

 

 

 

Accounts receivable (net of allowances)
 

 

 

 

 

 

Inventories:
 
 
 
 
 
 
 
 
 
 
 
 
Newsprint and magazine paper
 

 

 

 

 

 

Other inventory
 

 

 

 

 

 

Total inventories
 

 

 

 

 

 

Deferred income taxes
 

 

 

 

 

 

Other current assets
 

 

 

 

 

 

Assets held for sale
 

 

 

 

 

 

Total current assets
 

 

 

 

 

 

Other assets
 
 
 
 
 
 
 
 
 
 
 
 
Long-term marketable securities
 

 

 

 

 

 

Investments in joint ventures
 

 

 

 

 

 

Property, plant and equipment (less accumulated depreciation and amortization)
 

 

 

 

 

 

Goodwill (less accumulated impairment losses)
 

 

 

 

 

 

Deferred income taxes
 
(20,438
)
 
(20,555
)
 
(19,862
)
 
(19,493
)
 
(19,185
)
 
(18,820
)
Miscellaneous assets
 

 

 

 

 

 

Total assets
 
$
(20,438
)
 
$
(20,555
)
 
$
(19,862
)
 
$
(19,493
)
 
$
(19,185
)
 
$
(18,820
)
 
 
 
 
 
 
 
 
 
 
 
 
 
Liabilities and stockholders’ equity
 
 
 
 
 
 
 
 
 
 
 
 
Current liabilities
 
 
 
 
 
 
 
 
 
 
 
 
Accounts payable
 
$

 
$

 
$

 
$

 
$

 
$

Accrued payroll and other related liabilities
 

 

 

 

 

 

Unexpired subscriptions
 

 

 

 

 

 

Accrued expenses and other
 

 

 

 

 

 

Accrued income taxes
 
360

 

 

 

 

 

Total current liabilities
 
360

 

 

 

 

 

Other liabilities
 
 
 
 
 
 
 
 
 
 
 
 
Long-term debt and capital lease obligations
 

 

 

 

 

 

Pension benefits obligation
 
(50,888
)
 
(50,379
)
 
(48,515
)
 
(47,723
)
 
(46,931
)
 
(46,138
)
Postretirement benefits obligation
 

 

 

 

 

 

Other
 

 

 

 

 

 

Total other liabilities
 
(50,888
)
 
(50,379
)
 
(48,515
)
 
(47,723
)
 
(46,931
)
 
(46,138
)
Stockholders’ equity
 
 
 
 
 
 
 
 
 
 
 
 
Common stock of $.10 par value:
 
 
 
 
 
 
 
 
 
 
 
 
Class A
 

 

 

 

 

 

Class B
 

 

 

 

 

 

Additional paid-in capital
 

 

 

 

 

 

Retained earnings
 
11,087

 
10,652

 
9,439

 
8,974

 
8,448

 
7,978

Common stock held in treasury, at cost
 

 

 

 

 

 

Accumulated other comprehensive gain, net of income taxes:
 
 
 
 
 
 
 
 
 
 
 
 
Foreign currency translation adjustments
 

 

 

 

 

 

Unrealized (loss)/gain on available-for-sale security
 

 

 

 

 

 

Funded status of benefit plans
 
19,003

 
19,172

 
19,214

 
19,256

 
19,298

 
19,340

Total accumulated other comprehensive gain, net of income taxes
 
19,003

 
19,172

 
19,214

 
19,256

 
19,298

 
19,340

Total New York Times Company stockholders’ equity
 
30,090

 
29,824

 
28,653

 
28,230

 
27,746

 
27,318

Noncontrolling interest
 

 

 

 

 

 

Total stockholders’ equity
 
30,090

 
29,824

 
28,653

 
28,230

 
27,746

 
27,318

Total liabilities and stockholders’ equity
 
$
(20,438
)
 
$
(20,555
)
 
$
(19,862
)
 
$
(19,493
)
 
$
(19,185
)
 
$
(18,820
)

9

THE NEW YORK TIMES COMPANY
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-(Continued)
(Unaudited)

(In thousands)
 
March 31, 2013
 
2012 by quarter
 
December 25,
2011
 
 
December 30,
2012
 
September 23,
2012
 
June 24,
2012
 
March 25,
2012
 
As adjusted:
 
 
 
 
 
 
 
 
 
 
 
 
Condensed Consolidated Balance Sheets
 
 
 
 
 
 
 
 
 
 
 
 
Assets
 
 
 
 
 
 
 
 
 
 
 
 
Current assets
 
 
 
 
 
 
 
 
 
 
 
 
Cash and cash equivalents
 
$
308,014

 
$
820,489

 
$
334,374

 
$
290,292

 
$
206,468

 
$
175,151

Short-term marketable securities
 
366,805

 
134,820

 
279,740

 
279,858

 
224,878

 
104,846

Accounts receivable (net of allowances)
 
190,813

 
237,932

 
195,489

 
227,932

 
230,042

 
247,436

Inventories:
 
 
 
 
 
 
 
 
 
 
 
 
Newsprint and magazine paper
 
9,235

 
8,038

 
11,536

 
13,589

 
16,643

 
14,567

Other inventory
 
2,213

 
2,376

 
2,373

 
2,817

 
3,144

 
3,213

Total inventories
 
11,448

 
10,414

 
13,909

 
16,406

 
19,787

 
17,780

Deferred income taxes
 
58,214

 
58,214

 
73,055

 
73,055

 
73,055

 
73,055

Other current assets
 
56,038

 
46,539

 
49,883

 
50,556

 
66,743

 
55,665

Assets held for sale
 

 

 
223,887

 

 

 
590,002

Total current assets
 
991,332

 
1,308,408

 
1,170,337

 
938,099

 
820,973

 
1,263,935

Other assets
 
 
 
 
 
 
 
 
 
 
 
 
Long-term marketable securities
 
190,841

 
4,444

 

 

 

 

Investments in joint ventures
 
40,169

 
42,702

 
43,151

 
43,541

 
45,138

 
82,019

Property, plant and equipment (less accumulated depreciation and amortization)
 
842,383

 
860,385

 
877,883

 
896,093

 
912,338

 
937,140

Goodwill (less accumulated impairment losses)
 
120,275

 
122,691

 
121,251

 
306,087

 
506,160

 
121,618

Deferred income taxes
 
279,926

 
280,523

 
324,200

 
328,608

 
276,188

 
261,463

Miscellaneous assets
 
165,613

 
166,627

 
168,881

 
184,885

 
237,798

 
198,455

Total assets
 
$
2,630,539

 
$
2,785,780

 
$
2,705,703

 
$
2,697,313

 
$
2,798,595

 
$
2,864,630

 
 
 
 
 
 
 
 
 
 
 
 
 
Liabilities and stockholders’ equity
 
 
 
 
 
 
 
 
 
 
 
 
Current liabilities
 
 
 
 
 
 
 
 
 
 
 
 
Accounts payable
 
$
88,513

 
$
96,962

 
$
94,315

 
$
90,616

 
$
93,126

 
$
98,385

Accrued payroll and other related liabilities
 
60,959

 
95,180

 
97,401

 
81,920

 
80,945

 
112,024

Unexpired subscriptions
 
69,114

 
66,850

 
66,537

 
65,776

 
67,863

 
63,103

Accrued expenses and other
 
119,405

 
124,653

 
204,847

 
205,414

 
205,993

 
240,464

Accrued income taxes
 
360

 
38,932

 

 

 

 

Total current liabilities
 
338,351

 
422,577

 
463,100

 
443,726

 
447,927

 
513,976

Other liabilities
 
 
 
 
 
 
 
 
 
 
 
 
Long-term debt and capital lease obligations
 
698,071

 
696,914

 
701,678

 
700,820

 
699,349

 
698,220

Pension benefits obligation
 
663,617

 
737,889

 
782,353

 
800,946

 
813,905

 
834,366

Postretirement benefits obligation
 
109,500

 
110,347

 
100,248

 
101,397

 
102,689

 
104,192

Other
 
144,576

 
152,418

 
154,537

 
155,353

 
151,048

 
177,049

Total other liabilities
 
1,615,764

 
1,697,568

 
1,738,816

 
1,758,516

 
1,766,991

 
1,813,827

Stockholders’ equity
 
 
 
 
 
 
 
 
 
 
 
 
Common stock of $.10 par value:
 
 
 
 
 
 
 
 
 
 
 
 
Class A
 
15,045

 
15,027

 
15,023

 
15,009

 
15,005

 
15,001

Class B
 
82

 
82

 
82

 
82

 
82

 
82

Additional paid-in capital
 
27,656

 
25,610

 
31,181

 
34,278

 
35,820

 
32,024

Retained earnings
 
1,234,023

 
1,230,450

 
1,052,327

 
1,049,580

 
1,137,203

 
1,094,603

Common stock held in treasury, at cost
 
(93,506
)
 
(96,278
)
 
(102,690
)
 
(107,572
)
 
(110,827
)
 
(110,974
)
Accumulated other comprehensive loss, net of income taxes:
 
 
 
 
 
 
 
 
 
 
 
 
Foreign currency translation adjustments
 
9,858

 
11,327

 
10,418

 
8,286

 
12,382

 
10,928

Unrealized (loss)/gain on available-for-sale security
 
(1,242
)
 
(431
)
 
732

 
2,102

 
4,109

 
(652
)
Funded status of benefit plans
 
(518,554
)
 
(523,463
)
 
(506,334
)
 
(509,763
)
 
(513,193
)
 
(507,334
)
Total accumulated other comprehensive loss, net of income taxes
 
(509,938
)
 
(512,567
)
 
(495,184
)
 
(499,375
)
 
(496,702
)
 
(497,058
)
Total New York Times Company stockholders’ equity
 
673,362

 
662,324

 
500,739

 
492,002

 
580,581

 
533,678

Noncontrolling interest
 
3,062

 
3,311

 
3,048

 
3,069

 
3,096

 
3,149

Total stockholders’ equity
 
676,424

 
665,635

 
503,787

 
495,071

 
583,677

 
536,827

Total liabilities and stockholders’ equity
 
$
2,630,539

 
$
2,785,780

 
$
2,705,703

 
$
2,697,313

 
$
2,798,595

 
$
2,864,630


10

THE NEW YORK TIMES COMPANY
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-(Continued)
(Unaudited)

(In thousands, except per share data)
 
March 31, 2013
 
Full Year 2012
 
2012 by quarter
 
Full Year 2011
 
 
 
December 30,
2012

September 23,
2012

June 24,
2012

March 25,
2012
 
 As previously reported:
 
 












Condensed Consolidated Statements of Operations
 
 
 
 
 
 
 
 
 
 
 
 
Revenues

$
465,933


$
1,990,080


$
575,818


$
449,028


$
489,802


$
475,432


$
1,952,630

Operating costs

 
 
 
 
 
 
 
 
 
 
 
 
 
Production costs

196,874


832,228


224,110


201,577


203,206


203,335


810,569

Selling, general and administrative costs

224,389


901,405


235,114


216,457


220,473


229,361


886,232

Depreciation and amortization

21,800


96,758


21,237


22,485


22,920


30,116


94,224

Total operating costs

443,063


1,830,391


480,461


440,519


446,599


462,812


1,791,025

Pension settlement expense
 

 
48,729

 
48,729

 

 

 

 

Other expense
 

 
2,620

 
2,620

 

 

 

 
4,500

Impairment of assets
 

 

 

 

 

 

 
9,225

Pension withdrawal expense
 

 

 

 

 

 

 
4,228

Operating profit

22,870


108,340


44,008


8,509


43,203


12,620


143,652

Gain on sale of investment



220,275


164,630




37,797


17,848


71,171

Impairment of investments



5,500




600




4,900



(Loss)/income from joint ventures

(2,940
)

3,004


927


1,027


1,079


(29
)

28

Premium on debt redemption
 

 

 

 

 

 

 
46,381

Interest expense, net

14,074


62,815


16,402


15,497


15,464


15,452


85,243

Income/(loss) from continuing operations before income taxes

5,856


263,304


193,163


(6,561
)

66,615


10,087


83,227

Income tax expense/(benefit)

2,967


103,482


75,775


(2,796
)

29,102


1,401


31,932

Income/(loss) from continuing operations

2,889


159,822


117,388


(3,765
)

37,513


8,686


51,295

(Loss)/income from discontinued operations, net of income taxes



(26,483
)

59,789


6,026


(125,689
)

33,391


(91,519
)
Net income/(loss)

2,889


133,339


177,177


2,261


(88,176
)

42,077


(40,224
)
Net loss/(income) attributable to the noncontrolling interest

249


(166
)

(267
)

21


27


53


555

Net income/(loss) attributable to The New York Times Company common stockholders

$
3,138


$
133,173


$
176,910


$
2,282


$
(88,149
)

$
42,130


$
(39,669
)
Amounts attributable to The New York Times Company common stockholders:

 
 
 
 
 
 
 
 
 
 
 
 
 
Income/(loss) from continuing operations

$
3,138


$
159,656


$
117,121


$
(3,744
)

$
37,540


$
8,739


$
51,850

(Loss)/income from discontinued operations, net of income taxes



(26,483
)

59,789


6,026


(125,689
)

33,391


(91,519
)
Net income/(loss)

$
3,138


$
133,173


$
176,910


$
2,282


$
(88,149
)

$
42,130


$
(39,669
)
Average number of common shares outstanding:

 
 
 
 
 
 
 
 
 
 
 
 
 
Basic

148,710


148,147


148,461


148,254


148,005


147,867


147,190

Diluted

155,270


152,693


154,685


148,254


149,799


151,468


152,007

Basic earnings per share attributable to The New York Times Company common stockholders:

 
 
 
 
 
 
 
 
 
 
 
 
 
Income/(loss) from continuing operations

$
0.02


$
1.08


$
0.79


$
(0.02
)

$
0.25


$
0.06


$
0.35

(Loss)/income from discontinued operations, net of income taxes



(0.18
)

0.40


0.04


(0.85
)

0.22


(0.62
)
Net income/(loss)

$
0.02


$
0.90


$
1.19


$
0.02


$
(0.60
)

$
0.28


$
(0.27
)
Diluted earnings per share attributable to The New York Times Company common stockholders:

 
 
 
 
 
 
 
 
 
 
 
 
 
Income/(loss) from continuing operations

$
0.02


$
1.04


$
0.76


$
(0.02
)

$
0.25


$
0.06


$
0.34

(Loss)/income from discontinued operations, net of income taxes



(0.17
)

0.38


0.04


(0.84
)

0.22


(0.60
)
Net income/(loss)

$
0.02


$
0.87


$
1.14


$
0.02


$
(0.59
)

$
0.28


$
(0.26
)

11

THE NEW YORK TIMES COMPANY
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-(Continued)
(Unaudited)

(In thousands, except per share data)
 
March 31, 2013

Full Year 2012

2012 by quarter

Full Year 2011
 


December 30,
2012

September 23,
2012

June 24,
2012

March 25,
2012

Adjustments:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Condensed Consolidated Statements of Operations
 
 
 
 
 
 
 
 
 
 
 
 
Revenues
 
$

 
$

 
$

 
$

 
$

 
$

 
$

Operating costs
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Production costs
 
(607
)
 
(2,565
)
 
(676
)
 
(633
)
 
(628
)
 
(628
)
 
(2,113
)
Selling, general and administrative costs
 
(188
)
 
(889
)
 
(185
)
 
(230
)
 
(237
)
 
(237
)
 
(786
)
Depreciation and amortization
 

 

 

 

 

 

 

Total operating costs
 
(795
)
 
(3,454
)
 
(861
)
 
(863
)
 
(865
)
 
(865
)
 
(2,899
)
Pension settlement expense
 

 
(1,072
)
 
(1,072
)
 

 

 

 

Other expense
 

 

 

 

 

 

 

Impairment of assets
 

 

 

 

 

 

 

Pension withdrawal expense
 

 

 

 

 

 

 

Operating profit
 
795

 
4,526

 
1,933

 
863

 
865

 
865

 
2,899

Gain on sale of investment
 

 

 

 

 

 

 

Impairment of investments
 

 

 

 

 

 

 

(Loss)/income from joint ventures
 

 

 

 

 

 

 

Premium on debt redemption
 

 

 

 

 

 

 

Interest expense, net
 

 

 

 

 

 

 

Income from continuing operations before income taxes
 
795

 
4,526

 
1,933

 
863

 
865

 
865

 
2,899

Income tax expense
 
361

 
1,852

 
722

 
400

 
338

 
392

 
878

Income from continuing operations
 
434

 
2,674

 
1,211

 
463

 
527

 
473

 
2,021

(Loss)/income from discontinued operations, net of income taxes
 

 

 

 

 

 

 

Net income
 
434

 
2,674

 
1,211

 
463

 
527

 
473

 
2,021

Net loss/(income) attributable to the noncontrolling interest
 

 

 

 

 

 

 

Net income attributable to The New York Times Company common stockholders
 
$
434

 
$
2,674

 
$
1,211

 
$
463

 
$
527

 
$
473

 
$
2,021

Amounts attributable to The New York Times Company common stockholders:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Income from continuing operations
 
$
434

 
$
2,674

 
$
1,211

 
$
463

 
$
527

 
$
473

 
$
2,021

(Loss)/income from discontinued operations, net of income taxes
 

 

 

 

 

 

 

Net income
 
$
434

 
$
2,674

 
$
1,211

 
$
463

 
$
527

 
$
473

 
$
2,021

Average number of common shares outstanding:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Basic
 
148,710

 
148,147

 
148,461

 
148,254

 
148,005

 
147,867

 
147,190

Diluted
 
155,270

 
152,693

 
154,685

 
148,254

 
149,799

 
151,468

 
152,007

Basic earnings per share attributable to The New York Times Company common stockholders:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Income from continuing operations
 
$

 
$
0.02

 
$
0.01

 
$

 
$
0.01

 
$

 
$
0.01

(Loss)/income from discontinued operations, net of income taxes
 

 

 

 


 

 

 

Net income
 
$

 
$
0.02

 
$
0.01

 
$

 
$
0.01

 
$

 
$
0.01

Diluted earnings per share attributable to The New York Times Company common stockholders:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Income from continuing operations
 
$

 
$
0.02

 
$

 
$

 
$

 
$

 
$
0.01

(Loss)/income from discontinued operations, net of income taxes
 

 

 

 

 

 

 

Net income
 
$

 
$
0.02

 
$

 
$

 
$

 
$

 
$
0.01



12

THE NEW YORK TIMES COMPANY
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-(Continued)
(Unaudited)

(In thousands, except per share data)
 
March 31, 2013
 
Full Year 2012
 
2012 by quarter
 
Full Year 2011
 
 
 
December 30,
2012
 
September 23,
2012
 
June 24,
2012
 
March 25,
2012
 
As adjusted:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Condensed Consolidated Statements of Operations
 
 
 
 
 
 
 
 
 
 
 
 
Revenues
 
$
465,933

 
$
1,990,080

 
$
575,818

 
$
449,028

 
$
489,802

 
$
475,432

 
$
1,952,630

Operating costs
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Production costs
 
196,267

 
829,663

 
223,434

 
200,944

 
202,578

 
202,707

 
808,456

Selling, general and administrative costs
 
224,201

 
900,516

 
234,929

 
216,227

 
220,236

 
229,124

 
885,446

Depreciation and amortization
 
21,800

 
96,758

 
21,237

 
22,485

 
22,920

 
30,116

 
94,224

Total operating costs
 
442,268

 
1,826,937

 
479,600

 
439,656

 
445,734

 
461,947

 
1,788,126

Pension settlement expense
 

 
47,657

 
47,657

 

 

 

 

Other expense
 

 
2,620

 
2,620

 

 

 

 
4,500

Impairment of assets
 

 

 

 

 

 

 
9,225

Pension withdrawal expense
 

 

 

 

 

 

 
4,228

Operating profit
 
23,665

 
112,866

 
45,941

 
9,372

 
44,068

 
13,485

 
146,551

Gain on sale of investment
 

 
220,275

 
164,630

 

 
37,797

 
17,848

 
71,171

Impairment of investments
 

 
5,500

 

 
600

 

 
4,900

 

(Loss)/income from joint ventures
 
(2,940
)
 
3,004

 
927

 
1,027

 
1,079

 
(29
)
 
28

Premium on debt redemption
 

 

 

 

 

 

 
46,381

Interest expense, net
 
14,074

 
62,815

 
16,402

 
15,497

 
15,464

 
15,452

 
85,243

Income/(loss) from continuing operations before income taxes
 
6,651

 
267,830

 
195,096

 
(5,698
)
 
67,480

 
10,952

 
86,126

Income tax expense/(benefit)
 
3,328

 
105,334

 
76,497

 
(2,396
)
 
29,440

 
1,793

 
32,810

Income/(loss) from continuing operations
 
3,323

 
162,496

 
118,599

 
(3,302
)
 
38,040

 
9,159

 
53,316

(Loss)/income from discontinued operations, net of income taxes
 

 
(26,483
)
 
59,789

 
6,026

 
(125,689
)
 
33,391

 
(91,519
)
Net income/(loss)
 
3,323

 
136,013

 
178,388

 
2,724

 
(87,649
)
 
42,550

 
(38,203
)
Net loss/(income) attributable to the noncontrolling interest
 
249

 
(166
)
 
(267
)
 
21

 
27

 
53

 
555

Net income/(loss) attributable to The New York Times Company common stockholders
 
$
3,572

 
$
135,847

 
$
178,121

 
$
2,745

 
$
(87,622
)
 
$
42,603

 
$
(37,648
)
Amounts attributable to The New York Times Company common stockholders:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Income/(loss) from continuing operations
 
$
3,572

 
$
162,330

 
$
118,332

 
$
(3,281
)
 
$
38,067

 
$
9,212

 
$
53,871

(Loss)/income from discontinued operations, net of income taxes
 

 
(26,483
)
 
59,789

 
6,026

 
(125,689
)
 
33,391

 
(91,519
)
Net income/(loss)
 
$
3,572

 
$
135,847

 
$
178,121

 
$
2,745

 
$
(87,622
)
 
$
42,603

 
$
(37,648
)
Average number of common shares outstanding:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Basic
 
148,710

 
148,147

 
148,461

 
148,254

 
148,005

 
147,867

 
147,190

Diluted
 
155,270

 
152,693

 
154,685

 
148,254

 
149,799

 
151,468

 
152,007

Basic earnings per share attributable to The New York Times Company common stockholders:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Income/(loss) from continuing operations
 
$
0.02

 
$
1.10

 
$
0.80

 
$
(0.02
)
 
$
0.26

 
$
0.06

 
$
0.36

(Loss)/income from discontinued operations, net of income taxes
 

 
(0.18
)
 
0.40

 
0.04

 
(0.85
)
 
0.23

 
(0.62
)
Net income/(loss)
 
$
0.02

 
$
0.92

 
$
1.20

 
$
0.02

 
$
(0.59
)
 
$
0.29

 
$
(0.26
)
Diluted earnings per share attributable to The New York Times Company common stockholders:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Income/(loss) from continuing operations
 
$
0.02

 
$
1.06

 
$
0.76

 
$
(0.02
)
 
$
0.25

 
$
0.06

 
$
0.35

(Loss)/income from discontinued operations, net of income taxes
 

 
(0.17
)
 
0.39

 
0.04

 
(0.83
)
 
0.22

 
(0.60
)
Net income/(loss)
 
$
0.02

 
$
0.89

 
$
1.15

 
$
0.02

 
$
(0.58
)
 
$
0.28

 
$
(0.25
)




13

THE NEW YORK TIMES COMPANY
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-(Continued)
(Unaudited)

 
 
 
 
 

2012 by quarter

 
(In thousands)
 
March 31, 2013
 
Full Year 2012

December 30,
2012

September 23,
2012

June 24,
2012

March 25,
2012

Full Year 2011
As previously reported:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Condensed Consolidated Statements of Comprehensive Income/(Loss)
 
 
 
 
 
 
 
 
Net income/(loss)
 
$
2,889

 
$
133,339

 
$
177,177

 
$
2,261

 
$
(88,176
)
 
$
42,077

 
$
(40,224
)
Other comprehensive income/(loss), before tax:
 
 
 
 
 
 
 
 
 
 
 
 
Foreign currency translation adjustments
 
(2,477
)
 
536

 
1,684

 
3,251

 
(6,712
)
 
2,313

 
(523
)
Unrealized derivative gain on cash-flow hedge of equity method investment
 

 
1,143

 

 

 

 
1,143

 
839

Unrealized (loss)/gain on available-for-sale security
 
(1,374
)
 
(729
)
 
(1,980
)
 
(2,338
)
 
(3,425
)
 
7,014

 

Pension and postretirement benefits obligation
 
8,546

 
(26,938
)
 
(28,507
)
 
5,888

 
5,888

 
(10,207
)
 
(219,590
)
Other comprehensive income/(loss), before tax
 
4,695

 
(25,988
)
 
(28,803
)
 
6,801

 
(4,249
)
 
263

 
(219,274
)
Income tax expense/(benefit)
 
1,897

 
(10,643
)
 
(11,458
)
 
2,568

 
(1,618
)
 
(135
)
 
(89,502
)
Other comprehensive income/(loss), net of tax
 
2,798

 
(15,345
)
 
(17,345
)
 
4,233

 
(2,631
)
 
398

 
(129,772
)
Comprehensive income/(loss)
 
5,687

 
117,994

 
159,832

 
6,494

 
(90,807
)
 
42,475

 
(169,996
)
Comprehensive loss/(income) attributable to the noncontrolling interest
 
249

 
(162
)
 
(263
)
 
21

 
27

 
53

 
1,000

Comprehensive income/(loss) attributable to The New York Times Company common stockholders
 
$
5,936

 
$
117,832

 
$
159,569

 
$
6,515

 
$
(90,780
)
 
$
42,528

 
$
(168,996
)
 
 
 
 
 
 
2012 by quarter
 
 
(In thousands)
 
March 31, 2013
 
Full Year 2012
 
December 30,
2012
 
September 23,
2012
 
June 24,
2012
 
March 25,
2012
 
Full Year 2011
Adjustments:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Condensed Consolidated Statements of Comprehensive Income/(Loss)
 
 
 
 
 
 
 
 
 
 
Net income
 
$
434

 
$
2,674

 
$
1,211

 
$
463

 
$
527

 
$
473

 
$
2,021

Other comprehensive income, before tax:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Foreign currency translation adjustments
 

 

 

 

 

 

 

Unrealized derivative gain on cash-flow hedge of equity method investment
 

 

 

 

 

 

 

Unrealized (loss)/gain on available-for-sale security
 

 

 

 

 

 

 

Pension and postretirement benefits obligation
 
(287
)
 
(284
)
 
(71
)
 
(71
)
 
(71
)
 
(71
)
 
8,301

Other comprehensive (loss)/income, before tax
 
(287
)
 
(284
)
 
(71
)
 
(71
)
 
(71
)
 
(71
)
 
8,301

Income tax expense/(benefit)
 
(117
)
 
(117
)
 
(34
)
 
(29
)
 
(29
)
 
(25
)
 
3,437

Other comprehensive (loss)/income, net of tax
 
(170
)
 
(167
)
 
(37
)
 
(42
)
 
(42
)
 
(46
)
 
4,864

Comprehensive income
 
264

 
2,507

 
1,174

 
421

 
485

 
427

 
6,885

Comprehensive loss/(income) attributable to the noncontrolling interest
 

 

 

 

 

 

 

Comprehensive income attributable to The New York Times Company common stockholders
 
$
264

 
$
2,507

 
$
1,174

 
$
421

 
$
485

 
$
427

 
$
6,885

 
 
 
 
 
 
2012 by quarter
 
 
(In thousands)
 
March 31, 2013
 
Full Year 2012
 
December 30,
2012
 
September 23,
2012
 
June 24,
2012
 
March 25,
2012
 
Full Year 2011
As adjusted:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Condensed Consolidated Statements of Comprehensive Income/(Loss)
 
 
 
 
 
 
 
 
 
 
Net income/(loss)
 
$
3,323

 
$
136,013

 
$
178,388

 
$
2,724

 
$
(87,649
)
 
$
42,550

 
$
(38,203
)
Other comprehensive income/(loss), before tax:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Foreign currency translation adjustments
 
(2,477
)
 
536

 
1,684

 
3,251

 
(6,712
)
 
2,313

 
(523
)
Unrealized derivative gain on cash-flow hedge of equity method investment
 

 
1,143

 

 

 

 
1,143

 
839

Unrealized (loss)/gain on available-for-sale security
 
(1,374
)
 
(729
)
 
(1,980
)
 
(2,338
)
 
(3,425
)
 
7,014

 

Pension and postretirement benefits obligation
 
8,259

 
(27,222
)
 
(28,578
)
 
5,817

 
5,817

 
(10,278
)
 
(211,289
)
Other comprehensive income/(loss), before tax
 
4,408

 
(26,272
)
 
(28,874
)
 
6,730

 
(4,320
)
 
192

 
(210,973
)
Income tax expense/(benefit)
 
1,780

 
(10,760
)
 
(11,492
)
 
2,539

 
(1,647
)
 
(160
)
 
(86,065
)
Other comprehensive income/(loss), net of tax
 
2,628

 
(15,512
)
 
(17,382
)
 
4,191

 
(2,673
)
 
352

 
(124,908
)
Comprehensive income/(loss)
 
5,951

 
120,501

 
161,006

 
6,915

 
(90,322
)
 
42,902

 
(163,111
)
Comprehensive loss/(income) attributable to the noncontrolling interest
 
249

 
(162
)
 
(263
)
 
21

 
27

 
53

 
1,000

Comprehensive income/(loss) attributable to The New York Times Company common stockholders
 
$
6,200

 
$
120,339

 
$
160,743

 
$
6,936

 
$
(90,295
)
 
$
42,955

 
$
(162,111
)

14

THE NEW YORK TIMES COMPANY
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-(Continued)
(Unaudited)

NOTE 4. MARKETABLE SECURITIES
  
Our marketable debt and equity securities consisted of the following:

(In thousands)
 
June 30,
2013
 
December 30,
2012
Short-term marketable securities
 
 
 
 
Marketable debt securities
 
 
 
 
U.S Treasury securities
 
$
172,988

 
$
124,831

Corporate debt securities
 
76,840

 

U.S. agency securities
 
57,302

 

Municipal securities
 
30,650

 

Certificates of deposit
 
27,067

 

Commercial paper
 
23,523

 
9,989

Total short-term marketable securities
 
$
388,370

 
$
134,820

Long-term marketable securities
 
 
 
 
Marketable debt securities
 
 
 
 
Corporate debt securities
 
$
100,140

 
$

U.S. agency securities
 
53,497

 

Municipal securities
 
13,023

 

Total
 
166,660

 

Marketable equity security
 
 
 
 
Available-for-sale security
 
4,330

 
4,444

Total long-term marketable securities
 
$
170,990

 
$
4,444


Marketable debt securities

As of June 30, 2013, our marketable debt securities had remaining maturities of about 1 month to 36 months.

Marketable equity security

Our investment in the common stock of Brightcove, Inc. is accounted for as available-for-sale and stated at fair value. Changes in the fair value of our available-for-sale security are recognized as unrealized gains or losses within “Long-term marketable securities” and “Accumulated other comprehensive loss, net of income taxes” in our Condensed Consolidated Balance Sheets and “Unrealized gain/(loss) on available-for-sale security” in our Condensed Consolidated Statements of Comprehensive Income. During the quarter ended June 30, 2013, we recognized an unrealized gain of $1.3 million ($0.7 million after-tax).

See Note 9 for additional information regarding the fair value of our marketable securities.

15

THE NEW YORK TIMES COMPANY
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-(Continued)
(Unaudited)

NOTE 5. GOODWILL

The following table displays the carrying amount of goodwill as of June 30, 2013, and December 30, 2012:
(In thousands)
 
Total Company
Balance as of December 30, 2012:
 
 
Goodwill
 
$
927,909

Accumulated impairment losses
 
(805,218
)
Balance as of December 30, 2012
 
122,691

Foreign currency translation
 
(1,258
)
Balance as of June 30, 2013:
 
 
Goodwill
 
926,651

Accumulated impairment losses
 
(805,218
)
Balance as of June 30, 2013
 
$
121,433


The foreign currency translation line item reflects changes in goodwill resulting from fluctuating exchange rates related to the consolidation of the International Herald Tribune (the “IHT”).
NOTE 6. INVESTMENTS

Equity Method Investments/Joint Ventures

As of June 30, 2013, our investments in joint ventures consisted of equity ownership interests in the following entities:

Company
 
Approximate %
Ownership
Metro Boston LLC (“Metro Boston”)
 
49
%
Donohue Malbaie Inc.
 
49
%
Madison Paper Industries
 
40
%

In the first quarter of 2013, we recorded a nominal charge for the impairment of our investment in quadrantONE LLC as a result of its February 2013 announcement of the wind down of its operations.

See Note 17 for further information on our equity ownership interest in Metro Boston.

Cost Method Investments
Gain on Sale of Investment

In the first quarter of 2012, we sold 100 of our units in Fenway Sports Group for an aggregate price of $30.0 million (pre-tax gain of $17.8 million) and in the second quarter of 2012, we completed the sale of our remaining 210 units for an aggregate price of $63.0 million (pre-tax gain of $37.8 million). These sales resulted in a pre-tax gain of $55.6 million in the first six months of 2012. Effective with the first quarter 2012 sale, given our reduced ownership level and lack of influence on the operations of Fenway Sports Group, we changed the accounting for this investment from the equity method to the cost method. Therefore, starting in the first quarter of 2012, we no longer recognized our proportionate share of the operating results of Fenway Sports Group in joint venture results in our Condensed Consolidated Statements of Operations.
Impairment of Investments
In the first quarter of 2012, we recorded a non-cash impairment charge of $4.9 million to reduce the carrying value of certain investments to fair value. The impairment charges were primarily related to our investment in Ongo Inc., a consumer service for reading and sharing digital news and information from multiple publishers.

16

THE NEW YORK TIMES COMPANY
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-(Continued)
(Unaudited)

NOTE 7. DEBT OBLIGATIONS
As of June 30, 2013, our current indebtedness included senior notes and the repurchase option related to a sale-leaseback of a portion of our New York headquarters. Our total debt and capital lease obligations consisted of the following:
(In thousands)
 
Coupon Rate
 
June 30,
2013
 
December 30,
2012
Senior notes due 2015
 
5.0
%
 
$
244,040

 
$
244,022

Senior notes due 2016
 
6.625
%
 
216,900

 
221,523

Option to repurchase ownership interest in headquarters building in 2019
 
 
 
226,372

 
224,510

Total debt
 
 
 
687,312

 
690,055

Short-term capital lease obligations(1)
 
 
 
115

 
164

Long-term capital lease obligations
 
 
 
6,846

 
6,859

Total capital lease obligations
 
 
 
6,961

 
7,023

Total debt and capital lease obligations
 
 
 
$
694,273

 
$
697,078

(1) Included in “Accrued expenses and other” in our Condensed Consolidated Balance Sheets.
See Note 9 for information regarding the fair value of our long-term debt.
During the second quarter of 2013, we repurchased approximately $5.0 million principal amount of our 6.625% senior unsecured notes due December 15, 2016 (“6.625% Notes”) and recorded a $0.6 million pre-tax charge in connection with the repurchase.
“Interest expense, net” in our Condensed Consolidated Statements of Operations was as follows:
 
 
For the Quarters Ended
 
For the Six Months Ended
(In thousands)
 
June 30,
2013
 
June 24,
2012
 
June 30,
2013
 
June 24,
2012
Cash interest expense
 
$
13,892

 
$
14,434

 
$
27,145

 
$
28,796

Non-cash amortization of discount on debt
 
1,103

 
1,098

 
2,267

 
2,257

Capitalized interest
 

 
(7
)
 

 
(14
)
Interest income
 
(349
)
 
(61
)
 
(692
)
 
(123
)
Total interest expense, net
 
$
14,646

 
$
15,464

 
$
28,720

 
$
30,916


NOTE 8. OTHER

Severance Costs

We recognized severance costs of $2.7 million in the second quarter of 2013 and $7.7 million in the first six months of 2013. These costs are recorded in “Selling, general and administrative costs” in our Condensed Consolidated Statements of Operations. As of June 30, 2013, we had a severance liability of approximately $13.2 million included in “Accrued expenses and other” in our Condensed Consolidated Balance Sheets.

Accelerated Depreciation

In the first quarter of 2012, we recorded a $6.7 million charge for accelerated depreciation for certain assets at the Worcester Telegram & Gazette’s (the “T&G”) facility in Millbury, Mass., associated with the consolidation of most of the T&G’s printing into The Boston Globe’s (the “Globe”) facility in Boston, which was completed early in the second quarter of 2012.


17

THE NEW YORK TIMES COMPANY
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-(Continued)
(Unaudited)

NOTE 9. FAIR VALUE MEASUREMENTS
Fair value is the price that would be received upon the sale of an asset or paid upon transfer of a liability in an orderly transaction between market participants at the measurement date. The transaction would be in the principal or most advantageous market for the asset or liability, based on assumptions that a market participant would use in pricing the asset or liability.
The fair value hierarchy consists of three levels:
Level 1 – quoted prices in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date;
Level 2 – inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly; and
Level 3 – unobservable inputs for the asset or liability.
Assets/Liabilities Measured and Recorded at Fair Value on a Recurring Basis
The following tables summarize our financial assets and liabilities measured at fair value on a recurring basis as of June 30, 2013, and December 30, 2012:
(In thousands)
 
June 30, 2013
 
Total
 
Level 1
 
Level 2

Level 3
Assets
 
 
 
 
 
 
 
 
Available-for-sale security
 
$
4,330

 
$
4,330

 
$

 
$

Liabilities
 
 
 
 
 
 
 
 
Deferred compensation
 
$
45,775

 
$
45,775

 
$

 
$

(In thousands)
 
December 30, 2012
 
Total
 
Level 1
 
Level 2
 
Level 3
Assets
 
 
 
 
 
 
 
 
Available-for-sale security
 
$
4,444

 
$
4,444

 
$

 
$

Liabilities
 
 
 
 
 
 
 
 
Deferred compensation
 
$
52,882

 
$
52,882

 
$

 
$

The available-for-sale security, included in “Long-term marketable securities” in our Condensed Consolidated Balance Sheets, consists of our investment in the common stock of Brightcove, Inc. (see Note 4). The fair value is based on quoted prices in active markets for identical assets.
The deferred compensation liability, included in “Other liabilities – other” in our Condensed Consolidated Balance Sheets, consists of deferrals under our deferred executive compensation plan, which enables certain eligible executives to elect to defer a portion of their compensation on a pre-tax basis. The deferred amounts are invested at the executives’ option in various mutual funds. The fair value of deferred compensation is based on the mutual fund investments elected by the executives, which are based on quoted prices in active markets for identical assets.
Financial Instruments Disclosed, But Not Recorded, at Fair Value
Our marketable debt securities, which include U.S. Treasury securities, corporate debt securities, U.S. government agency securities, municipal securities, certificates of deposit and commercial paper, are recorded at amortized cost (see Note 4). As of June 30, 2013 and December 30, 2012, the amortized cost approximated fair value. We classified these investments as Level 2 since the fair value estimates are based on market observable inputs for investments with similar terms and maturities.
The carrying value of our long-term debt was approximately $687 million as of June 30, 2013 and $690 million as of December 30, 2012. The fair value of our long-term debt was approximately $819 million as of June 30, 2013 and $840 million as of December 30, 2012. We estimate the fair value of our debt utilizing market quotations for debt that have quoted prices in

18

THE NEW YORK TIMES COMPANY
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-(Continued)
(Unaudited)

active markets. Since our debt does not trade on a daily basis in an active market, the fair value estimates are based on market observable inputs based on borrowing rates currently available for debt with similar terms and average maturities (Level 2).
NOTE 10. PENSION AND OTHER POSTRETIREMENT BENEFITS

Pension

We sponsor several single-employer defined benefit pensions, the majority of which have been frozen; and participate in joint Company and Guild-sponsored plans covering employees of The New York Times Newspaper Guild, including The New York Times Newspaper Guild pension plan, which was frozen, and a new defined benefit pension plan, subject to the approval of the Internal Revenue Service. The components of net periodic pension (income)/cost were as follows:
 
 
For the Quarters Ended
 
 
June 30, 2013
 
June 24, 2012
(In thousands)
 
Qualified
Plans
 
Non-
Qualified
Plans
 
All Plans
 
Qualified
Plans
 
Non-
Qualified
Plans
 
All Plans
Service cost
 
$
2,323

 
$
256

 
$
2,579

 
$
2,894

 
$
377

 
$
3,271

Interest cost
 
19,284

 
2,643

 
21,927

 
23,592

 
3,122

 
26,714

Expected return on plan assets
 
(31,063
)
 

 
(31,063
)
 
(29,614
)
 

 
(29,614
)
Amortization of prior service (credit)/cost
 
(486
)
 

 
(486
)
 
201

 

 
201

Recognized actuarial loss
 
8,442

 
1,312

 
9,754

 
7,229

 
1,122

 
8,351

Net periodic pension (income)/cost
 
$
(1,500
)
 
$
4,211

 
$
2,711

 
$
4,302

 
$
4,621

 
$
8,923


 
 
For the Six Months Ended
 
 
June 30, 2013
 
June 24, 2012
(In thousands)
 
Qualified
Plans
 
Non-
Qualified
Plans
 
All Plans
 
Qualified
Plans
 
Non-
Qualified
Plans
 
All Plans
Service cost
 
$
4,645

 
$
512

 
$
5,157

 
$
5,901

 
$
754

 
$
6,655

Interest cost
 
38,568

 
5,286

 
43,854

 
47,241

 
6,244

 
53,485

Expected return on plan assets
 
(62,125
)
 

 
(62,125
)
 
(59,191
)
 

 
(59,191
)
Amortization of prior service (credit)/cost
 
(972
)
 

 
(972
)
 
402

 

 
402

Recognized actuarial loss
 
16,884

 
2,623

 
19,507

 
14,452

 
2,245

 
16,697

Net periodic pension (income)/cost
 
$
(3,000
)
 
$
8,421

 
$
5,421

 
$
8,805

 
$
9,243

 
$
18,048


In the first six months of 2013, we made pension contributions of approximately $68 million to certain qualified pension plans. Approximately $65 million of our year-to-date 2013 contributions was made to The New York Times Newspaper Guild pension plan, of which $28 million was estimated to be necessary to satisfy minimum funding requirements in 2013 or contractually required. Including the first six months of contributions, we expect to make total contributions of approximately $75 million in 2013 to our qualified pension plans.

See Note 3 for additional information regarding pension-related prior period adjustments.

19

THE NEW YORK TIMES COMPANY
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-(Continued)
(Unaudited)

Other Postretirement Benefits

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

 
 
For the Quarters Ended
 
For the Six Months Ended
(In thousands)
 
June 30,
2013
 
June 24,
2012
 
June 30,
2013
 
June 24,
2012
Service cost
 
$
285

 
$
239

 
$
570

 
$
478

Interest cost
 
1,009

 
1,246

 
2,018

 
2,492

Amortization of prior service credit
 
(3,693
)
 
(3,778
)
 
(7,385
)
 
(7,556
)
Recognized actuarial loss
 
1,022

 
832

 
2,044

 
1,664

Curtailment gain
 

 

 

 
(27,213
)
Net periodic postretirement benefit income
 
$
(1,377
)
 
$
(1,461
)
 
$
(2,753
)
 
$
(30,135
)

In the first quarter of 2012, we sold the Regional Media Group (see Note 12). The sale significantly reduced the expected years of future service for current employees, resulting in a remeasurement and curtailment of a postretirement benefit plan. We recognized a curtailment gain of $27.2 million in the first quarter of 2012. The curtailment gain is included in the gain on the sale within “Income from discontinued operations, net of income taxes” in the Condensed Consolidated Statements of Operations.

NOTE 11. INCOME TAXES

We had an income tax expense of $18.2 million and $21.5 million in the second quarter and first six months of 2013 compared to $29.4 million and $31.2 million, respectively, for the second quarter and first six months of 2012. Our effective tax rate was 47.4% and 47.8% for the second quarter and first six months ended June 30, 2013 compared to 43.6% and 39.8%, respectively, for second quarter and first six months ended June 24, 2012. Changes in reserves for uncertain tax positions and various permanent differences relative to our pre-tax income from continuing operations had an unfavorable impact on the effective tax rate for the second quarter and first six months ended June 30, 2013.

NOTE 12. DISCONTINUED OPERATIONS

About Group

On September 24, 2012, we completed the sale of the About Group, consisting of About.com, ConsumerSearch.com, CalorieCount.com and related businesses, to IAC/InterActiveCorp for $300.0 million in cash, plus a net working capital adjustment of approximately $17 million. In 2012, the sale resulted in a pre-tax gain of $96.7 million ($61.9 million after-tax).

The results of operations of the About Group, which had previously been presented as a reportable segment, have been classified as discontinued operations for all periods presented in 2012.

Regional Media Group

On January 6, 2012, we completed the sale of the Regional Media Group, consisting of 16 regional newspapers, other print publications and related businesses, to Halifax Media Holdings LLC for approximately $140 million in cash. The net after-tax proceeds from the sale, including a tax benefit, were approximately $150 million. In 2012, the sale resulted in an after-tax gain of $23.6 million (including post-closing adjustments recorded in the second and fourth quarters of 2012 totaling $6.6 million).

The results of operations for the Regional Media Group, which had previously been included in the News Media Group reportable segment, have been classified as discontinued operations for all periods presented in 2012.
    
The 2012 results of operations for the About Group and the Regional Media Group presented as discontinued operations are summarized below.

20

THE NEW YORK TIMES COMPANY
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-(Continued)
(Unaudited)

 
 
For the Quarter Ended
 
For the Six Months Ended
 
 
June 24, 2012
 
June 24, 2012
(In thousands)
 
About Group
 
Regional Media Group
 
Total
 
About Group
 
Regional Media Group
 
Total
Revenues
 
$
25,410

 
$

 
$
25,410

 
$
49,354

 
$
6,115

 
$
55,469

Total operating costs
 
17,505

 

 
17,505

 
34,453

 
8,017

 
42,470

Impairment of goodwill
 
194,732

 

 
194,732

 
194,732

 

 
194,732

Pre-tax loss
 
(186,827
)
 

 
(186,827
)
 
(179,831
)
 
(1,902
)
 
(181,733
)
Income tax benefit
 
(65,643
)
 

 
(65,643
)
 
(62,968
)
 
(736
)
 
(63,704
)
Loss from discontinued operations, net of income taxes
 
(121,184
)
 

 
(121,184
)
 
(116,863
)
 
(1,166
)
 
(118,029
)
(Loss)/gain on sale, net of income taxes
 
 
 
 
 
 
 
 
 
 
 
 
Loss on sale
 

 
(7,026
)
 
(7,026
)
 

 
(4,717
)
 
(4,717
)
Income tax benefit(1)
 

 
2,521

 
2,521

 

 
30,448

 
30,448

(Loss)/gain on sale, net of income taxes
 

 
(4,505
)
 
(4,505
)
 

 
25,731

 
25,731

(Loss)/income from discontinued operations, net of income taxes
 
$
(121,184
)
 
$
(4,505
)
 
$
(125,689
)
 
$
(116,863
)
 
$
24,565

 
$
(92,298
)
(1)
The income tax benefit for the Regional Media Group included a tax deduction for goodwill, which was previously non-deductible, triggered upon the sale of the Regional Media Group.
Goodwill is not amortized but tested for impairment annually or in an interim period if certain circumstances indicate a possible impairment may exist. Our policy is to perform our annual goodwill impairment test in the fourth quarter of our fiscal year. However, due to certain impairment indicators at the About Group, we performed an interim impairment test as of June 24, 2012. The interim impairment test resulted in a $194.7 million non-cash charge in the second quarter of 2012 for the impairment of goodwill at the About Group. The impairment charge reduced the carrying value of goodwill to its fair value.

NOTE 13. EARNINGS/(LOSS) PER SHARE

Basic and diluted earnings/(loss) per share have been computed as follows:
 
 
For the Quarters Ended
 
For the Six Months Ended
(In thousands, except per share data)
 
June 30,
2013
 
June 24,
2012
 
June 30,
2013
 
June 24,
2012
Amounts attributable to The New York Times Company common stockholders:
 
 
 
 
 
 
 
 
Income from continuing operations
 
$
20,131

 
$
38,067

 
$
23,703

 
$
47,279

Loss from discontinued operations, net of income taxes
 

 
(125,689
)
 

 
(92,298
)
Net income/(loss)
 
$
20,131

 
$
(87,622
)
 
$
23,703

 
$
(45,019
)
Average number of common shares outstanding–Basic
 
148,797

 
148,005

 
148,754

 
147,936

Incremental shares for assumed exercise of securities
 
7,714

 
1,794

 
7,347

 
2,733

Average number of common shares outstanding–Diluted
 
156,511

 
149,799

 
156,101

 
150,669

Basic earnings/(loss) per share attributable to The New York Times Company common stockholders:
 
 
 
 
 
 
 
 
Income from continuing operations
 
$
0.14

 
$
0.26

 
$
0.16

 
$
0.32

Loss from discontinued operations, net of income taxes
 

 
(0.85
)
 

 
(0.62
)
Net income/(loss)–Basic
 
$
0.14

 
$
(0.59
)
 
$
0.16

 
$
(0.30
)
Diluted earnings/(loss) per share attributable to The New York Times Company common stockholders:
 
 
 
 
 
 
 
 
Income from continuing operations
 
$
0.13

 
$
0.25

 
$
0.15

 
$
0.31

Loss from discontinued operations, net of income taxes
 

 
(0.83
)
 

 
(0.61
)
Net income/(loss)–Diluted
 
$
0.13

 
$
(0.58
)
 
$
0.15

 
$
(0.30
)

21

THE NEW YORK TIMES COMPANY
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-(Continued)
(Unaudited)

The difference between basic and diluted shares is that diluted shares include the dilutive effect of the assumed exercise of outstanding securities. Our warrants, restricted stock units and stock options could have the most significant impact on diluted shares.
Securities that could potentially be dilutive are excluded from the computation of diluted earnings per share when a loss from continuing operations exists or when the exercise price exceeds the market value of our Class A Common Stock, because their inclusion would have an anti-dilutive effect on per share amounts.
The number of stock options that were excluded from the computation of diluted earnings per share, because they were anti-dilutive, were approximately 11 million in the second quarter of 2013 and first six months of 2013 and approximately 16 million in the second quarter of 2012 and first six months of 2012.
NOTE 14. SUPPLEMENTAL STOCKHOLDERS’ EQUITY INFORMATION

Stockholders’ equity is summarized as follows:
 
(In thousands)
 
Total New York Times Company Stockholders’ Equity
 
Noncontrolling Interest
 
Total Stockholders’ Equity
Balance as of December 30, 2012
 
$
662,324

 
$
3,311

 
$
665,635

Net income/(loss)
 
23,703

 
(243
)
 
23,460

Other comprehensive income, net of tax
 
7,527

 

 
7,527

Effect of issuance of shares
 
2,307

 

 
2,307

Stock-based compensation
 
5,810

 

 
5,810

Balance as of June 30, 2013
 
$
701,671

 
$
3,068

 
$
704,739

 
(In thousands)
 
Total New York Times Company Stockholders’ Equity
 
Noncontrolling Interest
 
Total Stockholders’ Equity
Balance as of December 25, 2011
 
$
533,678

 
$
3,149

 
$
536,827

Net income/(loss)
 
(45,019
)
 
(80
)
 
(45,099
)
Other comprehensive income, net of tax
 
(2,321
)
 

 
(2,321
)
Effect of issuance of shares
 
1,057

 

 
1,057

Stock-based compensation
 
4,607

 

 
4,607

Balance as of June 24, 2012
 
$
492,002

 
$
3,069

 
$
495,071


The following table summarizes the changes in AOCI by component as of June 30, 2013:

(In thousands)
 
Foreign Currency Translation Adjustments
 
Unrealized Loss on Available-For-Sale Security
 
Funded Status of Benefit Plans
 
Total Accumulated Other Comprehensive Loss
Balance as of December 30, 2012
 
$
11,327

 
$
(431
)
 
$
(523,463
)
 
$
(512,567
)
Other comprehensive (loss)/income before reclassifications, before tax
 
(1,764
)
 
(114
)
 
1,662

 
(216
)
Amounts reclassified from accumulated other comprehensive loss, before tax
 

 

 
13,195

 
13,195

Income tax (benefit)/expense
 
(528
)
 
(47
)
 
6,027

 
5,452

Net current-period other comprehensive (loss)/income, net of tax
 
(1,236
)
 
(67
)
 
8,830

 
7,527

Balance as of June 30, 2013
 
$
10,091

 
$
(498
)
 
$
(514,633
)
 
$
(505,040
)


22

THE NEW YORK TIMES COMPANY
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-(Continued)
(Unaudited)

The following table summarizes the reclassifications from AOCI for the periods ended June 30, 2013:

 
 
For the Quarter Ended June 30, 2013
 
For the Six Months Ended June 30, 2013
(In thousands)
 
Amounts reclassified from accumulated other comprehensive loss
Detail about accumulated other comprehensive loss components
 
Funded status of benefit plans:
 
 
 
 
Amortization of prior service credit(1)
 
$
(4,178
)
 
(8,358
)
Recognized actuarial loss(1)
 
10,776

 
21,553

Total reclassification, before tax
 
6,598

 
13,195

Income tax expense
 
3,672

 
5,452

Total reclassification, net of tax
 
$
2,926

 
$
7,743

(1)
These items are included in the components of net periodic benefit cost for pension and other retirement benefits. See Note 10 for additional information.
NOTE 15. SEGMENT INFORMATION

We have one reportable segment. Therefore, all required segment information can be found in the condensed consolidated financial statements.
We currently have two operating segments: The New York Times Media Group, which includes The New York Times, the IHT, NYTimes.com, and related businesses; and the New England Media Group, which includes the Globe, BostonGlobe.com, Boston.com, the T&G, Telegram.com, and related businesses. The economic characteristics, products, services, production processes, customer types and distribution methods for these operating segments are substantially similar and therefore have been aggregated into one reportable segment. These operating segments generate revenues principally from circulation and advertising. Other revenues primarily consist of revenues from news services/syndication, commercial printing and distribution, rental income, digital archives and direct mail advertising services.
See Note 17 for further information on the New England Media Group.
NOTE 16. CONTINGENT LIABILITIES

Restricted Cash

We were required to maintain $22.3 million of restricted cash as of June 30, 2013, and $24.3 million as of December 30, 2012, subject to certain collateral requirements, primarily for obligations under our workers’ compensation programs. Restricted cash is included in “Miscellaneous assets” in our Condensed Consolidated Balance Sheets.

Other

There are various legal actions that have arisen in the ordinary course of business and are now pending against us. 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 our legal counsel that the ultimate liability that might result from these actions would not have a material adverse effect on our Condensed Consolidated Financial Statements.

23

THE NEW YORK TIMES COMPANY
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-(Continued)
(Unaudited)


NOTE 17. SUBSEQUENT EVENT

On August 3, 2013, we entered into an agreement to sell the New England Media Group and our 49% interest in Metro Boston to an acquisition company owned by John W. Henry for $70 million in cash, subject to customary adjustments. We expect the transaction to close in 30 to 60 days. Upon completion of the sale, we expect to record an after-tax loss in the range of $15 to $25 million on the sale. We estimate that the net after-tax proceeds from the sale including a tax benefit will be approximately $70 to $80 million, which we plan to use for general corporate purposes.

We will retain the pension assets and liabilities and postretirement obligations related to employees of the New England Media Group. The transaction will trigger two adjustments in the accounting for these obligations. First, we will record an estimated pre-tax $50 million gain resulting from a remeasurement and curtailment of postretirement benefits, primarily retiree medical obligations. This gain is primarily related to an acceleration of prior service credits from plan amendments announced in prior years, and is due to a reduction in the expected years of future Company service for employees at the New England Media Group. Second, we expect to withdraw from several multi-employer pension plans, which we expect will trigger withdrawal liabilities that we estimate will result in a charge of approximately $10 to $20 million on a pre-tax basis. The actual liability will not be known until each plan completes a final assessment of the withdrawal liability and issues a demand to the Company.
The accounting requirements to report the net assets of the New England Media Group as held for sale and its operating results as a discontinued operation were not met as of June 30, 2013. Therefore, the operating results of the New England Media Group are reported within continuing operations for the periods ending June 30, 2013, and all prior periods presented.

The estimated carrying amounts of the major classes of assets and liabilities included as part of the sale are summarized below:

(In thousands)
 
June 30,
2013
 
December 30,
2012
Cash and cash equivalents
 
$
5,585

 
$
11,068

Accounts receivable, net
 
35,105

 
40,343

Inventories
 
2,258

 
3,078

Property, plant, and equipment, net
 
82,479

 
86,917

Other assets
 
5,731

 
4,470

Investments
 
2,129

 
2,241

Total assets
 
133,287

 
148,117

Total liabilities
 
35,371

 
37,387

Net assets
 
$
97,916

 
$
110,730




24



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

We are a leading global, multimedia news and information company that currently includes newspapers, digital businesses, investments in paper mills and other investments.
We currently have two divisions: The New York Times Media Group, which includes The New York Times (“The Times”), the International Herald Tribune (the “IHT”), NYTimes.com, and related businesses; and the New England Media Group, which includes The Boston Globe (the “Globe”), BostonGlobe.com, Boston.com, the Worcester Telegram & Gazette (the “T&G”), Telegram.com, and related businesses. These divisions generate revenues principally from circulation and advertising. Other revenues primarily consist of revenues from news services/syndication, commercial printing and distribution, rental income, digital archives and direct mail advertising services. Our main operating costs primarily consist of employee-related costs and raw materials, primarily newsprint.
Joint Ventures Our investments accounted for under the equity method are currently as follows:
a 49% interest in Metro Boston LLC (“Metro Boston”), which publishes a free daily newspaper in the greater Boston area;
a 49% interest in a Canadian newsprint company, Donohue Malbaie Inc.; and
a 40% interest in a partnership, Madison Paper Industries, operating a supercalendered paper mill in Maine.

During the second quarter and first six months of 2013, total revenues decreased 0.9% and 1.4%, respectively, compared with the same prior-year periods, driven primarily by declines in advertising revenues, partially offset by growth in circulation revenues.
Compared with the prior-year periods, circulation revenues increased 5.1% in the second quarter and 5.8% in the first six months of 2013, mainly as digital subscription initiatives and the increase in print circulation prices at The Times and the Globe in 2013 offset a decline in print copies sold. Revenues from our digital-only subscription packages, e-readers and replica editions increased 44.1% in the second quarter of 2013 and 51.7% in the first six months of 2013 compared with prior-year periods.
Paid subscribers to digital-only subscription packages, e-readers and replica editions of The Times and the IHT totaled approximately 699,000 as of the end of the second quarter of 2013, an increase of approximately 23,000 subscribers from the end of the first quarter of 2013 and an increase of more than 35% year-over-year from the end of the second quarter of 2012. Paid digital subscribers to BostonGlobe.com and the Globe’s e-readers and replica editions totaled approximately 39,000 as of the end of the second quarter of 2013, an increase of approximately 7,000 subscribers from the end of the first quarter of 2013 and an increase of nearly 70% year-over-year from the end of the second quarter of 2012. While the growth in the number of net new digital-only subscribers moderated in the second quarter of 2013, in total, paid subscribers to our digital products across our Company were approximately 738,000 as of the end of the second quarter of 2013, an increase of nearly 40% year-over-year.
Compared with the prior-year period, total advertising revenues decreased 5.8% in the second quarter of 2013, as print and digital advertising revenues declined 6.8% and 2.7%, respectively. In the first six months of 2013, advertising revenues decreased 8.5% compared with the same prior-year period, as print and digital advertising revenues declined 10.0% and 3.3%, respectively. While the decline in advertising revenues moderated in the second quarter relative to the first quarter of 2013, the advertising marketplace remained challenging. Advertising revenues continue to be affected by ongoing secular trends, economic factors and an increasingly complex and fragmented digital advertising marketplace, particularly as the abundance of available inventory and a shift toward advertising networks and exchanges, real-time bidding and other programmatic buying channels to buy audience at scale have led to downward pricing pressure.
Operating costs decreased 3.1% in the second quarter of 2013 compared with the same period in 2012 primarily due to lower compensation and benefits costs and raw materials expense. Operating costs decreased 3.7% in the first six months of 2013 compared with the same prior-year period primarily due to lower compensation and benefits costs, depreciation and amortization expense and raw materials expense. We will continue to be diligent in reducing expenses and managing legacy costs going forward, but will also remain prepared to invest where appropriate, especially in light of our strategic initiatives.
As of June 30, 2013, we had cash, cash equivalents and short- and long-term marketable securities of approximately $918 million and total debt and capital lease obligations of approximately $694 million. Accordingly, our cash, cash equivalents and marketable securities exceeded total debt and capital lease obligations by approximately $224 million. Our cash, cash equivalents and marketable securities decreased since the end of 2012, due in part to contributions of approximately $68 million to certain qualified pension plans and income tax payments of approximately $50 million during the first six

25



months of 2013, offset by cash from our current operations. We expect our cash position to improve with the proceeds from the sale of the New England Media Group and our equity interest in Metro Boston. See “Recent Developments” below.
Taking into account an adjustment that reduced our pension benefit obligation, related to an error in the actuarial valuation of accrued benefits, as described below, as well as the recent developments in the interest rate environment, year-to-date asset performance and the pension contributions we made earlier in 2013, we believe that our underfunded status for the qualified plans has improved from the end of 2012 and, as of June 30, 2013, we estimate it to be approximately $150 million on a pre-tax basis. As a result, we do not plan to make any further contributions in 2013 beyond mandatory requirements. Including the $68 million in contributions we made during the first six months of 2013, we expect to make contributions of approximately $75 million in total to our qualified pension plans in 2013.
Our main priorities in 2013 in evaluating our uses of cash will be investing to grow our business, returning to sustainable growth in revenue and profitability and finding opportunities to further de-leverage our balance sheet. Until we have made progress in these areas, we believe it is in the best interests of the Company to maintain a conservative balance sheet and, therefore, we do not believe that this is the appropriate time to restore a dividend.
RECENT DEVELOPMENTS
Strategic Initiatives
In April 2013, we announced plans for certain strategic initiatives, including the next phase in The Times’s digital subscription and paid products strategy, The Times’s international expansion under a new unified brand, and a renewed emphasis on both video production and brand extensions, which we will roll out in the fourth quarter of 2013 into 2014. We estimate operating profit will be negatively affected by $20 to $25 million in 2013 as a result of these initiatives with a modest contribution to revenues while we make significant investments in the growth initiatives. Investments will largely be for product development and subscriber acquisitions, along with new capabilities in product management, customer management and distribution. We expect that the contribution to operating profit connected to these initiatives will become positive in late 2014 and for the full-year 2015.
Prior Period Adjustments
During the second quarter of 2013, we determined that due to an error in the actuarial valuation of accrued benefits for approximately 800 participants primarily in The New York Times Companies Pension Plan, our pension benefit obligation was overstated by approximately $50.4 million as of December 31, 2012 and $50.9 million as of March 31, 2013. The New York Times Companies Pension Plan (which was frozen as of December 31, 2009) provides for certain offsetting credits for plan participants who are also entitled to benefits under another qualified pension plan to which we contribute, primarily from The New York Times Newspaper Guild Pension Plan or the Boston Globe Retirement Plan for employees represented by the Boston Newspaper Guild. We determined that those offsetting credits were not properly recorded in prior interim and annual periods, on our balance sheet from December 30, 2007 through March 31, 2013 and on our income statement from the fiscal year ended December 28, 2008 through the quarter ended March 31, 2013.
In accordance with the provisions of SEC Staff Accounting Bulletin No. 108, we assessed the impact of these adjustments on prior period financial statements and concluded that these errors were not material individually or in the aggregate to any of the prior reporting periods from an income statement and balance sheet perspective. However, the correction of the error in the current period would be considered material and would impact comparisons to prior periods.
Accordingly, we have adjusted our consolidated financial statements for the periods ended December 25, 2011 through March 31, 2013 to correct the errors and will make adjustments for future Form 10-Q and 10-K filings that include financial statements for the periods affected. The adjustment primarily resulted in a reduction in pension expense, other comprehensive income and pension liability in each of the periods presented.
New England Media Group and Our Equity Interest in Metro Boston
On August 3, 2013, we entered into an agreement to sell the New England Media Group and our 49% interest in Metro Boston to an acquisition company owned by John W. Henry for $70 million in cash, subject to customary adjustments. We expect the transaction to close in 30 to 60 days. Upon completion of the sale, we expect to record an after-tax loss in the range of $15 to $25 million on the sale. We estimate that the net after-tax proceeds from the sale including a tax benefit will be approximately $70 to $80 million, which we plan to use for general corporate purposes.


26



We will retain the pension assets and liabilities and postretirement obligations related to employees of the New England Media Group. The transaction will trigger two adjustments in the accounting for these obligations. First, we will record an estimated pre-tax $50 million gain resulting from a remeasurement and curtailment of postretirement benefits, primarily retiree medical obligations. This gain is primarily related to an acceleration of prior service credits from plan amendments announced in prior years, and is due to a reduction in the expected years of future Company service for employees at the New England Media Group. Second, we expect to withdraw from several multi-employer pension plans, which we expect will trigger withdrawal liabilities that we estimate will result in a charge of approximately $10 to $20 million on a pre-tax basis. The actual liability will not be known until each plan completes a final assessment of the withdrawal liability and issues a demand to the Company.

As a result of the pending sale of the New England Media Group and our equity interest in Metro Boston, we are not updating our third-quarter and full year 2013 guidance.

        

27



RESULTS OF OPERATIONS

The following table presents our consolidated financial results.
 
 
 
For the Quarters Ended
 
For the Six Months Ended
(In thousands)
 
June 30, 2013
 
June 24, 2012
 
% Change
 
June 30, 2013
 
June 24, 2012
 
% Change
Revenues
 
 
 
 
 
 
 
 
 
 
 
 
Circulation
 
$
245,132

 
$
233,291

 
5.1

 
486,921

 
460,285

 
5.8

Advertising
 
207,454

 
220,228

 
(5.8
)
 
$
398,621

 
$
435,462

 
(8.5
)
Other
 
32,777

 
36,283

 
(9.7
)
 
65,754

 
69,487

 
(5.4
)
Total revenues
 
485,363

 
489,802

 
(0.9
)
 
951,296

 
965,234

 
(1.4
)
Operating costs
 
 
 
 
 
 
 
 
 
 
 
 
Production costs:
 
 
 
 
 
 
 
 
 
 
 
 
Raw materials
 
28,854

 
33,596

 
(14.1
)
 
58,947

 
66,959

 
(12.0
)
Wages and benefits
 
106,090

 
107,153

 
(1.0
)
 
215,219

 
215,786

 
(0.3
)
Other
 
57,452

 
61,829

 
(7.1
)
 
114,496

 
122,540

 
(6.6
)
Total production costs
 
192,396

 
202,578

 
(5.0
)
 
388,662

 
405,285

 
(4.1
)
Selling, general and administrative costs
 
217,928

 
220,236

 
(1.0
)
 
442,131

 
449,360

 
(1.6
)
Depreciation and amortization
 
21,608

 
22,920

 
(5.7
)
 
43,408

 
53,036

 
(18.2
)
Total operating costs
 
431,932

 
445,734

 
(3.1
)
 
874,201

 
907,681

 
(3.7
)
Operating profit
 
53,431

 
44,068

 
21.2

 
77,095

 
57,553

 
34.0

Gain on sale of investment
 

 
37,797

 
N/A

 

 
55,645

 
N/A

Impairment of investments
 

 

 
N/A

 

 
4,900

 
N/A

(Loss)/income from joint ventures
 
(459
)
 
1,079

 
*

 
(3,399
)
 
1,050

 
*

Interest expense, net
 
14,646

 
15,464

 
(5.3
)
 
28,720

 
30,916

 
(7.1
)
Income from continuing operations before income taxes
 
38,326

 
67,480

 
(43.2
)
 
44,976

 
78,432

 
(42.7
)
Income tax expense
 
18,189

 
29,440

 
(38.2
)
 
21,516

 
31,233

 
(31.1
)
Income from continuing operations
 
20,137

 
38,040

 
(47.1
)
 
23,460

 
47,199

 
(50.3
)
Loss from discontinued operations, net of income taxes
 

 
(125,689
)
 
N/A

 

 
(92,298
)
 
N/A

Net income/(loss)
 
20,137

 
(87,649
)
 
*

 
23,460

 
(45,099
)
 
*

Net (income)/loss attributable to the noncontrolling interest
 
(6
)
 
27

 
*

 
243

 
80

 
*

Net income/(loss) attributable to The New York Times Company common stockholders
 
$
20,131

 
$
(87,622
)
 
*

 
$
23,703

 
$
(45,019
)
 
*

* Represents an increase or decrease in excess of 100%.
 
 
 
 
 
 
 
 
 
 


28



Revenues

Circulation, advertising and other revenues were as follows:

 
 
For the Quarters Ended
 
For the Six Months Ended
(In thousands)
 
June 30,
2013
 
June 24,
2012
 
% Change
 
June 30,
2013
 
June 24,
2012
 
% Change
The New York Times Media Group
 
 
 
 
 
 
 
 
 
 
 
 
Circulation
 
$
206,965

 
$
194,208

 
6.6

 
$
412,447

 
$
384,175

 
7.4

Advertising
 
163,040

 
171,129

 
(4.7
)
 
316,578

 
344,488

 
(8.1
)
Other
 
20,953

 
22,503

 
(6.9
)
 
42,608

 
43,226

 
(1.4
)
Total
 
$
390,958

 
$
387,840

 
0.8

 
$
771,633

 
$
771,889

 

New England Media Group
 
 
 
 
 
 
 

 

 
 
Circulation
 
$
38,167

 
$
39,083

 
(2.3
)
 
$
74,474

 
$
76,110

 
(2.1
)
Advertising
 
44,414

 
49,099

 
(9.5
)
 
82,043

 
90,974

 
(9.8
)
Other
 
11,824

 
13,780

 
(14.2
)
 
23,146

 
26,261

 
(11.9
)
Total
 
$
94,405

 
$
101,962

 
(7.4
)
 
$
179,663

 
$
193,345

 
(7.1
)
Total Company
 
 
 
 
 
 
 
 
 
 
 
 
Circulation
 
$
245,132

 
$
233,291

 
5.1

 
$
486,921

 
$
460,285

 
5.8

Advertising
 
207,454

 
220,228

 
(5.8
)
 
398,621

 
435,462

 
(8.5
)
Other
 
32,777

 
36,283

 
(9.7
)
 
65,754

 
69,487

 
(5.4
)
Total
 
$
485,363

 
$
489,802

 
(0.9
)
 
$
951,296

 
$
965,234

 
(1.4
)

Circulation Revenues

Circulation revenues are based on the number of copies of the printed newspaper (through home-delivery subscriptions and single-copy and bulk sales) and digital subscriptions sold and the rates charged to the respective customers. Total circulation revenues consist of revenues from our print and digital products, including digital subscription packages on NYTimes.com and across other digital platforms, BostonGlobe.com and digital subscriptions packages at the IHT.

Circulation revenues increased in the second quarter and first six months of 2013 compared with the same prior-year periods mainly due to digital subscription initiatives and the increase in print circulation prices at the Times and the Globe in 2013, offset by a decline in print copies sold. Revenues from our digital-only subscription packages, e-readers and replica editions were $38.3 million in the second quarter of 2013 and $75.1 million in the first six months of 2013, an increase of 44.1% and 51.7%, respectively, compared with prior-year periods.

Advertising Revenues
Advertising revenues are primarily determined by the volume, rate and mix of advertisements. During the second quarter and first six months of 2013, advertising revenues remained under pressure due to ongoing secular trends and economic factors. In addition, the increasingly complex and fragmented digital advertising marketplace contributed to declines in digital advertising revenues. The market for standard Web-based digital display advertising continues to experience challenges due to the abundance of available advertising inventory and a shift toward digital advertising networks and exchanges, real-time bidding and other programmatic buying channels that allow advertisers to buy audience at scale, causing downward pricing pressure.
Total advertising revenues decreased 5.8% in the second quarter of 2013 and 8.5% in the first six months of 2013 compared with the same prior-year periods due to lower print and digital advertising revenues across most advertising categories. Print advertising revenues, which represented approximately 75% of total advertising revenues, declined 6.8% in the second quarter of 2013 and 10.0% in the first six months of 2013, mainly due to lower national and retail advertising revenues, compared with the same prior-year periods. Digital advertising revenues declined 2.7% in the second quarter of 2013 and 3.3% in the first six months of 2013, primarily due to declines in the real estate and help-wanted classified advertising categories and in national, compared with the same prior-year periods. During the second quarter of 2013, total

29



advertising revenues decreased 2.3% in April, 12.0% in May and 3.5% in June compared with the same prior-year periods in 2012.
Advertising revenues (print and digital) by category were as follows:
 
 
For the Quarters Ended
 
For the Six Months Ended
(In thousands)
 
June 30,
2013
 
June 24,
2012
 
% Change
 
June 30,
2013
 
June 24,
2012
 
% Change
National
 
$
142,284

 
$
147,486

 
(3.5
)
 
$
272,389

 
$
292,883

 
(7.0
)
Retail
 
31,332

 
35,971

 
(12.9
)
 
60,494

 
70,272

 
(13.9
)
Classified
 
27,869

 
30,484

 
(8.6
)
 
54,870

 
60,777

 
(9.7
)
Other
 
5,969

 
6,287

 
(5.1
)
 
10,868

 
11,530

 
(5.7
)
Total Company
 
$
207,454

 
$
220,228

 
(5.8
)
 
$
398,621

 
$
435,462

 
(8.5
)

Below is a percentage breakdown of advertising revenues in the first six months of 2013 (print and digital) by division.
 
 
 
 
 
 
Classified
 
 
 
 
 
 
 
 
National
 
Retail
and
Preprint
 
Help-
Wanted
 
Real
Estate
 
Auto-
motive
 
Other
 
Total
Classified
 
Other
Advertising
Revenues
 
Total
The New York Times Media Group
 
78
%
 
12
%
 
2
%
 
4
%
 
%
 
3
%
 
9
%
 
1
%
 
100
%
New England Media Group
 
32
%
 
28
%
 
6
%
 
5
%
 
12
%
 
7
%
 
30
%
 
10
%
 
100
%
Total Company
 
68
%
 
15
%
 
3
%
 
4
%
 
3
%
 
4
%
 
14
%
 
3
%
 
100
%

The New York Times Media Group

Total advertising revenues decreased in the second quarter and the first six months of 2013 compared with the same periods in 2012 due to lower print and digital advertising revenues. Print advertising revenues were affected by declines in advertiser spending in several advertising categories, reflecting the secular transformation of our industry and the uncertain economic environment. These market factors, in addition to an increasingly competitive landscape, also contributed to reduced spending on digital platforms and pricing pressure in digital advertising. Digital advertising revenues declined primarily in the real estate and help-wanted classified advertising categories, offset in part by higher national display advertising revenues during the second quarter of 2013.

During the second quarter and first six months of 2013, advertising revenues were affected by declines in total national, retail and classified advertising revenues. In the second quarter of 2013, total national advertising revenues decreased mainly driven by declines in the corporate, advocacy and studio entertainment categories, partly offset by growth in the luxury category. During the first six months of 2013, national advertising revenues decreased mainly driven by declines in studio entertainment, financial services and hotels, partly offset by growth in the luxury category. The uncertain national and local economic conditions continued to negatively affect total retail advertising revenues, as retailers cut spending mainly in the department stores category. Secular changes in our industry coupled with the uncertain economic environment contributed to declines in total classified advertising revenues, primarily in the real estate and help-wanted categories.

New England Media Group

Total advertising revenues declined in the second quarter and first six months of 2013 compared with the same periods in 2012 due to declines in both print and digital advertising revenues. The decline in print advertising revenues was driven by lower advertising in most categories, reflecting secular forces in our industry and the uncertain national and local economic environment. The decrease in digital advertising revenues was mainly due to reduced spending in the national, retail and real estate classified advertising revenues, partially offset by higher automotive classified advertising revenues.
    
During the second quarter and the first six months of 2013, total advertising revenues declined primarily due to lower national, retail and classified advertising revenues. Total national advertising revenues decreased primarily due to declines in the corporate and travel categories. The uncertain national and local economic conditions continued to

30



negatively affect total retail advertising revenues, as retailers cut spending mainly in the department stores category. Secular changes in our industry, coupled with the uncertain economic environment, contributed to declines in total classified advertising revenues, primarily in the real estate and other categories.

Other Revenues

Other revenues primarily consist of revenues from news services/syndication, commercial printing and distribution, rental income, digital archives and direct mail advertising services. Other revenues decreased in the second quarter and first six months of 2013 compared with the same periods in 2012 mainly due to our exit from the education business at the end of 2012 and decreases in commercial printing and distribution revenues.

Operating Costs

Operating costs were as follows:
 
 
For the Quarters Ended
 
For the Six Months Ended
(In thousands)
 
June 30,
2013
 
June 24,
2012
 
% Change
 
June 30,
2013
 
June 24,
2012
 
% Change
Production costs:
 
 
 
 
 
 
 
 
 
 
 
 
Raw materials
 
$
28,854

 
$
33,596

 
(14.1
)
 
$
58,947

 
$
66,959

 
(12.0
)
Wages and benefits
 
106,090

 
107,153

 
(1.0
)
 
215,219

 
215,786

 
(0.3
)
Other
 
57,452

 
61,829

 
(7.1
)
 
114,496

 
122,540

 
(6.6
)
Total production costs
 
192,396

 
202,578

 
(5.0
)
 
388,662

 
405,285

 
(4.1
)
Selling, general and administrative costs
 
217,928

 
220,236

 
(1.0
)
 
442,131

 
449,360

 
(1.6
)
Depreciation and amortization
 
21,608

 
22,920

 
(5.7
)
 
43,408

 
53,036

 
(18.2
)
Total operating costs
 
$
431,932

 
$
445,734

 
(3.1
)
 
$
874,201

 
$
907,681

 
(3.7
)

Production Costs

Production costs decreased in the second quarter of 2013 compared with the same period in 2012 mainly due to lower raw materials expense (approximately $5 million), primarily newsprint, benefits expense (approximately $2 million)and outside printing costs (approximately $2 million). Newsprint expense declined 14.9% in the second quarter of 2013 compared with the same period in 2012, with 9.9% from lower consumption and 5.1% from lower pricing. Benefits expense was lower mainly due to a decline in pension costs. Cost-savings from contract negotiations primarily contributed to the decline in outside printing costs.

Production costs decreased in the first six months of 2013 compared with the same period in 2012 primarily due to lower raw materials expense (approximately $8 million), primarily newsprint, benefits expense (approximately $4 million), outside printing costs (approximately $4 million) and various other costs, offset in part by higher compensation costs (approximately $3 million) due to new hires and annual salary increases. Newsprint expense declined 13.1% in the first six months of 2013 compared with the same period in 2012, with 8.7% from lower consumption and 4.4% from lower pricing. Benefits expense was lower mainly due to a decline in pension costs. Cost-savings from contract negotiations primarily contributed to the decline in outside printing costs.

Selling, General and Administrative Costs
Selling, general and administrative costs decreased in the second quarter of 2013 compared with the same period in 2012 primarily due to lower benefits expense (approximately $5 million) and compensation costs (approximately $3 million), offset in part by higher professional fees (approximately $2 million), from an increased use of consulting services, and various other costs. Benefits expense was lower mainly due to a decline in pension costs. Compensation costs decreased mainly due to lower salary and staffing levels.

Selling, general and administrative costs decreased in the first six months of 2013 compared with the same prior-year period primarily due to lower compensation costs (approximately $9 million), benefits expense (approximately $6 million) and distribution costs (approximately $3 million) offset in part by higher professional fees (approximately $5 million), from an increased use of consulting services, and various other costs. Compensation costs decreased mainly due

31



to lower salary and staffing levels. Benefits expense was lower mainly due to a decline in pension costs. Lower distribution costs mainly resulted from a decline in print copies sold.

Depreciation and Amortization

Depreciation and amortization expense decreased in the first six months of 2013 compared with the first six months of 2012 primarily due to the $6.7 million of accelerated depreciation expense recognized in the first quarter of 2012 for certain assets at the T&G’s facility in Millbury, Mass., associated with the consolidation of most of the T&G’s printing into the Globe’s facility in Boston, which was completed early in the second quarter of 2012.

Non-Operating Items

Joint Ventures

Loss from joint ventures was $0.5 million in the second quarter of 2013 compared with income from joint ventures of $1.1 million in the second quarter of 2012 primarily due to lower results for the paper mills in which we have an investment.

Loss from joint ventures was $3.4 million in the first six months of 2013 compared with income from joint ventures of $1.1 million in the same period of 2012 primarily due to lower results for the paper mills in which we have an investment.

Gain on Sale of Investment

In the second quarter of 2012, we sold our 210 units in Fenway Sports Group, resulting in a pre-tax gain of $37.8 million. In the first quarter of 2012, we sold 100 of our units in Fenway Sports Group, resulting in a pre-tax gain of $17.8 million. The sales resulted in a pre-tax gain of $55.6 million in the first six months of 2012.

Impairment of Investments

In the first quarter of 2012, we recorded a non-cash impairment charge of $4.9 million to reduce the carrying value of certain investments to fair value. The impairment charge was primarily related to our investment in Ongo Inc., a consumer service for reading and sharing digital news and information from multiple publishers.

Interest Expense, Net

“Interest expense, net” in our Condensed Consolidated Statements of Operations was as follows:
 
 
For the Quarters Ended
 
For the Six Months Ended
(In thousands)
 
June 30,
2013
 
June 24,
2012
 
June 30,
2013
 
June 24,
2012
Cash interest expense
 
$
13,892

 
$
14,434

 
$
27,145

 
$
28,796

Non-cash amortization of discount on debt
 
1,103

 
1,098

 
2,267

 
2,257

Capitalized interest
 

 
(7
)
 

 
(14
)
Interest income
 
(349
)
 
(61
)
 
(692
)
 
(123
)
Total interest expense, net
 
$
14,646

 
$
15,464

 
$
28,720

 
$
30,916


“Interest expense, net” decreased in the second quarter and first six months of 2013 compared with the same prior-year periods mainly due to the payment at maturity on September 26, 2012, of all $75.0 million outstanding aggregate principal amount of our 4.610% senior notes.

Income Taxes
We had an income tax expense of $18.2 million and $21.5 million in the second quarter and first six months of 2013 compared to $29.4 million and $31.2 million, respectively, for the second quarter and first six months of 2012. Our effective tax rate was 47.4% and 47.8% for the second quarter and first six months ended June 30, 2013 compared to 43.6% and 39.8%, respectively, for the second quarter and first six months ended June 24, 2012. Changes in reserves for

32



uncertain tax positions and various permanent differences relative to our pre-tax income from continuing operations had an unfavorable impact on the effective tax rate for the second quarter and first six months ended June 30, 2013.

Discontinued Operations
About Group

On September 24, 2012, we completed the sale of the About Group, consisting of About.com, ConsumerSearch.com, CalorieCount.com and related businesses, to IAC/InterActiveCorp for $300.0 million in cash, plus a net working capital adjustment of approximately $17 million. The sale resulted in a pre-tax gain of $96.7 million ($61.9 million after-tax). The net after-tax proceeds from the sale were approximately $291 million.

The results of operations of the About Group, which had previously been presented as a reportable segment, have been classified as discontinued operations for all periods presented in 2012.

Regional Media Group

On January 6, 2012, we completed the sale of the Regional Media Group, consisting of 16 regional newspapers, other print publications and related businesses, to Halifax Media Holdings LLC for approximately $140 million in cash. The net after-tax proceeds from the sale, including a tax benefit, were approximately $150 million. The sale resulted in an after-tax gain of $23.6 million (including post-closing adjustments recorded in the second and fourth quarters of 2012 totaling $6.6 million).

The results of operations for the Regional Media Group, which had previously been included in the News Media Group reportable segment, have been classified as discontinued operations for all periods presented in 2012.

The 2012 results of operations for the About Group and the Regional Media Group presented as discontinued operations are summarized below.
 
 
For the Quarter Ended
 
For the Six Months Ended
 
 
June 24, 2012
 
June 24, 2012
(In thousands)
 
About Group
 
Regional Media Group
 
Total
 
About Group
 
Regional Media Group
 
Total
Revenues
 
$
25,410

 
$

 
$
25,410

 
$
49,354

 
$
6,115

 
$
55,469

Total operating costs
 
17,505

 

 
17,505

 
34,453

 
8,017

 
42,470

Impairment of goodwill
 
194,732

 

 
194,732

 
194,732

 

 
194,732

Pre-tax loss
 
(186,827
)
 

 
(186,827
)
 
(179,831
)
 
(1,902
)
 
(181,733
)
Income tax benefit
 
(65,643
)
 

 
(65,643
)
 
(62,968
)
 
(736
)
 
(63,704
)
Loss from discontinued operations, net of income taxes
 
(121,184
)
 

 
(121,184
)
 
(116,863
)
 
(1,166
)
 
(118,029
)
(Loss)/gain on sale, net of income taxes
 
 
 
 
 
 
 
 
 
 
 
 
Loss on sale
 

 
(7,026
)
 
(7,026
)
 

 
(4,717
)
 
(4,717
)
Income tax benefit(1)
 

 
2,521

 
2,521

 

 
30,448

 
30,448

(Loss)/gain on sale, net of income taxes
 

 
(4,505
)
 
(4,505
)
 

 
25,731

 
25,731

(Loss)/income from discontinued operations, net of income taxes
 
$
(121,184
)
 
$
(4,505
)
 
$
(125,689
)
 
$
(116,863
)
 
$
24,565

 
$
(92,298
)
(1)
The income tax benefit for the Regional Media Group included a tax deduction for goodwill, which was previously non-deductible, triggered upon the sale of the Regional Media Group.
Goodwill is not amortized but tested for impairment annually or in an interim period if certain circumstances indicate a possible impairment may exist. Our policy is to perform our annual goodwill impairment test in the fourth quarter of our fiscal year. However, due to certain impairment indicators at the About Group, we performed an interim impairment test as of June 24, 2012. The interim impairment test resulted in a $194.7 million non-cash charge in the second quarter of 2012 for the impairment of goodwill at the About Group. The impairment charge reduced the carrying value of goodwill to its fair value.

33



LIQUIDITY AND CAPITAL RESOURCES
 
We believe our cash balance and cash provided by operations, in combination with other sources of cash, will be sufficient to meet our financing needs over the next twelve months. As of June 30, 2013, we had cash, cash equivalents and short- and long-term marketable securities of approximately $918 million and total debt and capital lease obligations of approximately $694 million. Accordingly, our cash, cash equivalents and marketable securities exceeded total debt and capital lease obligations by approximately $224 million. Our cash, cash equivalents and marketable securities decreased since the end of 2012, due in part to contributions of approximately $68 million to certain qualified pension plans and income tax payments of approximately $50 million during the first six months of 2013, offset by cash from our current operations. We expect our cash position to improve with the proceeds from the sale of the New England Media Group and our equity interest in Metro Boston.

Approximately $65 million of our contribution for the first six months of 2013 was made to The New York Times Newspaper Guild pension plan, of which $28 million was estimated to be necessary to satisfy minimum funding requirements in 2013 or contractually required. Including the first six months of contributions, we expect to make total contributions of approximately $75 million in 2013 to our qualified pension plans. In addition, during the second quarter of 2013, we purchased $5.0 million principal amount of our 6.625% senior notes due December 15, 2016 (“6.625% Notes”).

Capital Resources

Sources and Uses of Cash

Cash flows (used in)/provided by category were as follows:

 
 
For the Six Months Ended
(In thousands)
 
June 30,
2013
 
June 24,
2012
Operating Activities
 
$
(26,562
)
 
$
73,871

Investing Activities
 
$
(429,862
)
 
$
41,629

Financing Activities
 
$
(5,314
)
 
$
(73
)

Operating Activities

Operating cash inflows include cash receipts from circulation and advertising sales and other revenue transactions. Operating cash outflows include payments for employee compensation, pension and other benefits, raw materials, services and supplies, interest and income taxes.

Net cash used in operating activities increased in the first six months of 2013 compared with the same prior-year period primarily due to higher pension contributions and income tax payments. We made contributions to certain qualified pension plans of approximately $68 million in the first six months of 2013 compared with approximately $24 million in the first six months of 2012. We also made income tax payments of approximately $50 million in the first six months of 2013 compared with approximately $2 million in the first six months of 2012.

Investing Activities

Cash from investing activities generally includes proceeds from marketable securities that have matured and the sale of assets, investments or a business. Cash used in investing activities generally includes purchases of marketable securities, payments for capital projects, restricted cash subject to collateral requirements primarily for obligations under our workers’ compensation programs, acquisitions of new businesses and investments.

In the first six months of 2013, net cash used in investing activities was primarily due to net purchases of marketable securities. In the first six months of 2012, net cash provided by investing activities was mainly due to proceeds from the sale of the Regional Media Group on January 6, 2012, and the sale of 100 of our units in Fenway Sports Group in February 2012 and 210 units in May 2012, offset by net purchases of marketable securities and capital expenditures.


34



Financing Activities

Cash from financing activities generally includes borrowings under third-party financing arrangements, the issuance of long-term debt and funds from stock option exercises. Cash used in financing activities generally includes the repayment of amounts outstanding under third-party financing arrangements, long-term debt and capital lease obligations.

In the first six months of 2013, net cash used in financing activities was primarily due to the repurchase of $5.0 million of our 6.625% Notes and repayments of capital lease obligations, offset by funds from stock option exercises. See our Condensed Consolidated Statements of Cash Flows for additional information on our sources and uses of cash.

Restricted Cash

We were required to maintain $22.3 million of restricted cash as of June 30, 2013, subject to certain collateral requirements, primarily for obligations under our workers’ compensation programs.

Third-Party Financing

As of June 30, 2013, our current indebtedness included senior notes and the repurchase option related to a sale-leaseback of a portion of our New York headquarters. Our total debt and capital lease obligations consisted of the following:
(In thousands)
 
Coupon Rate
 
June 30,
2013
 
December 30,
2012
Senior notes due 2015
 
5.0
%
 
$
244,040

 
$
244,022

Senior notes due 2016
 
6.625
%
 
216,900

 
221,523

Option to repurchase ownership interest in headquarters building in 2019
 
 
 
226,372

 
224,510

Total debt
 
 
 
687,312

 
690,055

Short-term capital lease obligations(1)
 
 
 
115

 
164

Long-term capital lease obligations
 
 
 
6,846

 
6,859

Total capital lease obligations
 
 
 
6,961

 
7,023

Total debt and capital lease obligations
 
 
 
$
694,273

 
$
697,078

(1)
Included in “Accrued expenses and other” in our Condensed Consolidated Balance Sheets.
Based on borrowing rates currently available for debt with similar terms and average maturities, the fair value of our long-term debt was approximately $819 million as of June 30, 2013, and $840 million as of December 30, 2012.

During the second quarter of 2013, we repurchased approximately $5.0 million principal amount of our 6.625% Notes and recorded a $0.6 million pre-tax charge in connection with the repurchase.
We were in compliance with our covenants under our third-party financing arrangements as of June 30, 2013.

35



CRITICAL ACCOUNTING POLICIES

Our critical accounting policies are detailed in our Annual Report on Form 10-K for the year ended December 30, 2012. As of June 30, 2013, our critical accounting policies have not changed from December 30, 2012.

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 30, 2012. Other than as described below, as of June 30, 2013, our contractual obligations and off-balance sheet arrangements have not changed materially from December 30, 2012. Our expected benefit payments, under our pension plans, have been adjusted as a result of the prior period adjustment to correct an error in the actuarial valuation of accrued benefits (See Note 3 of our Condensed Consolidated Financial Statements). As adjusted, our contractual obligations with respect to benefit plans are as follows:

 
 
 
Payment due in
(In thousands)
 
Total

 
2013

 
2014-2015

 
2016-2017

 
Later Years

Benefit plans(1)
 
$
1,239,969

 
$
115,001

 
$
231,886

 
$
243,218

 
$
649,864

(1)
Includes estimated benefit payments under our Company-sponsored pension and other postretirement benefit plans. Payments for these plans have been estimated over a 10-year period; therefore the amounts included in the “Later Years” column only include payments for the period of 2018-2022. While benefit payments under these plans are expected to continue beyond 2022, we believe that an estimate beyond this period is impracticable. Payments under our Company-sponsored qualified pension plans will be made with existing assets of the pension plans and not with Company cash. Benefit plans in the table above also include estimated payments for multiemployer pension plan withdrawal liabilities.

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 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 are subject to risks and uncertainties that could cause actual results to differ materially from those anticipated in any such statements. You should bear this in mind as you consider forward-looking statements. Factors that we think could, individually or in the aggregate, cause our actual results to differ materially from expected and historical results include those described in our Annual Report on Form 10-K for the year ended December 30, 2012, as well as other risks and factors identified from time to time in our SEC filings.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Our Annual Report on Form 10-K for the year ended December 30, 2012, details our disclosures about market risk. As of June 30, 2013, there were no material changes in our market risks from December 30, 2012.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our principal executive officer and our principal financial officer, 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 June 30, 2013. Based on such evaluation, our principal executive officer and our principal financial officer 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 principal executive officer and our principal financial officer, as appropriate to allow timely decisions regarding required disclosure.

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Changes in Internal Control Over Financial Reporting

There were no changes in our internal control over financial reporting during the quarter ended June 30, 2013, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.


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PART II. OTHER INFORMATION

Item 1A. Risk Factors

There have been no material changes to our risk factors as set forth in “Item 1A-Risk Factors” in our Annual Report on Form 10-K for the year ended December 30, 2012.

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

(a) Unregistered Sales of Equity Securities

On April 8, 2013, we issued 324 shares of Class A Common Stock to holders of Class B Common Stock upon the conversion of such Class B shares into Class A shares. The conversion, which was in accordance with our Certificate of Incorporation, did not involve a public offering and was exempt from registration pursuant to Section 3(a)(9) of the Securities Act of 1933, as amended.

(c) Issuer Purchases of Equity Securities(1) 
 
 
 
Total Number of Shares of Class A
Common Stock
Purchased
 
 Average Price Paid Per Share of Class A Common Stock
 
Total Number of Shares of Class A Common Stock Purchased
as Part of
Publicly
Announced Plans or Programs
 
 Maximum Number
(or Approximate Dollar Value)
of Shares of Class A Common Stock
that May Yet Be
Purchased Under the Plans or Programs
Period
 
(a)
 
(b)
 
(c)
 
(d)
April 1, 2013 – May 5, 2013
 

 

 

 
$
91,386,000

May 6, 2013 – June 2, 2013
 

 

 

 
$
91,386,000

June 3, 2013 – June 30, 2013
 

 

 

 
$
91,386,000

Total for the second quarter of 2013
 

 

 

 
$
91,386,000

(1)
On April 13, 2004, our Board of Directors authorized repurchases in an amount up to $400.0 million. During the second quarter of 2013, we did not purchase any shares of Class A Common Stock pursuant to our publicly announced share repurchase program. As of August 2, 2013, we had authorization from our Board of Directors to repurchase an amount of up to approximately $91 million of our Class A Common Stock. Our Board of Directors has authorized us to purchase shares from time to time as market conditions permit. There is no expiration date with respect to this authorization.

Item 6. Exhibits

An exhibit index has been filed as part of this Quarterly Report on Form 10-Q and is incorporated herein by reference.


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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 8, 2013
 
 
/s/ JAMES M. FOLLO        
 
 
 
James M. Follo
Executive Vice President and
Chief Financial Officer
(Principal Financial Officer)



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Exhibit Index to Quarterly Report on Form 10-Q
For the Quarter Ended June 30, 2013
 
Exhibit No.
  
  
 
 
 
10.1
 
Amendment No. 2 to The New York Times Company Savings Restoration Plan, amended effective January 1, 2011.
 
 
 
10.2
 
Amendment No. 3 to The New York Times Company Supplemental Executive Savings Plan, amended effective January 1, 2011.
 
 
 
10.3
 
Amendment Nos. 1 and 2 to The New York Times Companies Supplemental Retirement and Investment Plan, amended effective January 1, 2012 and November 1, 2012, respectively.
 
 
 
10.4
 
Letter agreement, dated as of May 15, 2013, between The New York Times Company and Christopher Mayer.
 
 
 
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 adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
 
 
 
32.2
  
Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
 
 
 
101.INS
  
XBRL Instance Document.
 
 
 
101.SCH
  
XBRL Taxonomy Extension Schema Document.
 
 
 
101.CAL
  
XBRL Taxonomy Extension Calculation Linkbase Document.
 
 
 
101.DEF
  
XBRL Taxonomy Extension Definition Linkbase Document.
 
 
 
101.LAB
  
XBRL Taxonomy Extension Label Linkbase Document.
 
 
 
101.PRE
  
XBRL Taxonomy Extension Presentation Linkbase Document.


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