-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, U+nVu6Dyxu/kGOlw0JsXbxJbtLG/02yd9cXuiQ9n9oqGhp0a6onUV3Q1hh2UOT7n yGwfvYFMUNgQz82K9qnyqA== 0001157523-08-008284.txt : 20081023 0001157523-08-008284.hdr.sgml : 20081023 20081023092820 ACCESSION NUMBER: 0001157523-08-008284 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20081022 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20081023 DATE AS OF CHANGE: 20081023 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NEW YORK TIMES CO CENTRAL INDEX KEY: 0000071691 STANDARD INDUSTRIAL CLASSIFICATION: NEWSPAPERS: PUBLISHING OR PUBLISHING & PRINTING [2711] IRS NUMBER: 131102020 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-05837 FILM NUMBER: 081136362 BUSINESS ADDRESS: STREET 1: 620 EIGHTH AVENUE CITY: NEW YORK STATE: NY ZIP: 10018 BUSINESS PHONE: 2125561234 MAIL ADDRESS: STREET 1: 620 EIGHTH AVENUE CITY: NEW YORK STATE: NY ZIP: 10018 8-K 1 a5809929.htm THE NEW YORK TIMES COMPANY 8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): October 22, 2008

The New York Times Company
(Exact name of registrant as specified in its charter)

New York

1-5837

13-1102020

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification No.)

620 Eighth Avenue, New York, New York

 

10018

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code: (212) 556-1234


Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


Item 2.02     Results of Operations and Financial Condition.

On October 23, 2008, The New York Times Company (the “Company”) issued a press release announcing the Company’s earnings for the quarter ended September 28, 2008.  On October 23, 2008, the Company also issued a press release announcing the Company’s revenues for September 2008.  Copies of these press releases are furnished as exhibits to this Form 8-K.

Item 5.02     Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(e)   On October 22, 2008, the Company adopted amendments to a number of its retirement plans for non-union employees, including:

  (i) a reduction in the benefit accrual formula under The New York Times Companies Pension Plan, a defined benefit pension plan (the “Pension Plan”), effective January 1, 2009,
(ii) increased contributions under The New York Times Companies Supplemental Retirement Investment Plan, a 401(k) plan, also effective January 1, 2009, and
(iii)

the elimination of post-age 65 retiree medical benefits for all employees who terminate employment on or after March 1, 2009, under The New York Times Company Retiree Medical Plan.

The Company expects the pension and retiree medical plan changes to result in net savings of approximately $15 million and to reduce its pension benefits obligation by approximately $70 million and its post-retirement benefits obligation by approximately $20 million.  

Concurrently, the Company amended The New York Times Company Supplemental Executive Retirement Plan (the “SERP”), a non-qualified defined benefit plan that provides enhanced retirement benefits to select members of management.  The amendments reduce annual SERP retirement benefits from 2.5% of final average earnings up to 20 years of service minus benefits under the Pension Plan to (a) 2.5% of final average earnings for each year of service as of December 31, 2008, plus (b) 2.2% of final average earnings for each year of service after December 31, 2008, provided that the aggregate years of service shall not exceed 20 years of service, minus (c) benefits under the Pension Plan.  Participants with at least 20 years of service will be unaffected by the change.  James M. Follo, chief financial officer, is the only named executive officer with less than 20 years of service, and accordingly will accrue future benefits at the reduced rate.   

Technical amendments to the SERP were also made to comply with final regulations issued under Section 409A of the Internal Revenue Code of 1986, as amended.

The foregoing description is qualified in its entirety by reference to the SERP, a copy of which is attached as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.


Forward-Looking Statements

Except for the historical information contained herein, the matters discussed in this current report on Form 8-K are forward-looking statements that involve risks and uncertainties that could cause actual results to differ materially from those predicted by such forward-looking statements.  These risks and uncertainties include national and local conditions, as well as competition, that could influence the levels (rate and volume) of retail, national and classified advertising and circulation generated by our various markets and material increases in newsprint prices.  They also include other risks detailed from time to time in the Company’s publicly filed documents, including the Company’s Annual Report on Form 10-K for the year ended December 30, 2007.  The Company undertakes no obligation to publicly update any forward-looking statement, whether as a result of new information, future events or otherwise.

Item 9.01     Financial Statements and Exhibits.

(d)  Exhibits

Exhibit Number

 

Description

Exhibit 10.1 The New York Times Company Supplemental Executive Retirement Plan, amended effective January 1, 2009
 
Exhibit 99.1

The New York Times Company Earnings Press Release dated October 23, 2008

 
Exhibit 99.2 The New York Times Company September Revenues Press Release dated October 23, 2008


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 hereunto duly authorized.


THE NEW YORK TIMES COMPANY

 

 

Date: October 23, 2008 By:

/s/ Kenneth A. Richieri

Kenneth A. Richieri

Senior Vice President,

General Counsel and Secretary


Exhibit List

Exhibit Number

 

Description

Exhibit 10.1 The New York Times Company Supplemental Executive Retirement Plan, amended effective January 1, 2009
 
Exhibit 99.1

The New York Times Company Earnings Press Release dated October 23, 2008

 
Exhibit 99.2 The New York Times Company September Revenues Press Release dated October 23, 2008

EX-10.1 2 a5809929ex101.htm EXHIBIT 10.1

Exhibit 10.1

THE NEW YORK TIMES COMPANY

SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN







Effective January 1, 1983
Amended and Restated Effective February 19, 1987
Amended May 5, 1989
Amended and Restated Effective January 1, 1993
Amended and Restated Effective January 1, 2004
Amended and Restated Effective January 1, 2008
Amended and Restated Effective January 1, 2009


THE NEW YORK TIMES COMPANY

SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

PURPOSE

The Supplemental Executive Retirement Plan is designed to provide a benefit which, when added to the retirement income provided under other Company plans, will ensure the payment of a competitive level of retirement income to key senior executives of The New York Times Company, thereby providing an additional incentive for assuring orderly management succession.  Eligibility for participation in the Plan shall be limited to executives designated by the SERP Committee.  This Plan became effective on January 1, 1983, and shall be effective as to each Participant on the date he or she is designated as such hereunder.  The Plan, as previously amended, is hereby amended and restated effective as of January 1, 2009 to comply with the applicable requirements of section 409A of the Code, and to reflect a change in the benefit formula for Participants with less than twenty (20) years of Service.

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SECTION I

DEFINITIONS

1.1.      “Basic Plan” means the qualified defined benefit pension plan to which the Company makes or has made contributions on behalf of a designated Participant (including, but not limited to The New York Times Companies Pension Plan, The Guild-Times Pension Plan and The Retirement Annuity Plan for Craft Employees of The New York Times Company (non-contributory portion)).

1.2.      “Basic Plan Benefit” means the amount of benefit payable to a Participant under any Basic Plan, assuming immediate commencement of payments as of the date of Retirement, with benefits payable in the form of a straight life annuity.

1.3       “Code” means the Internal Revenue Code of 1986, as amended.

1.4       “Child” means a natural or legally adopted child of a Participant and his/her Surviving Spouse.

1.5       “Company” means The New York Times Company and its subsidiaries and affiliates.

1.6       “Dependent Child(ren)” means any unmarried Child(ren) who reside with a Participant or a Surviving Spouse at the time of Participant’s or the Surviving Spouse’s death, as applicable.

1.7        “Final Average Earnings” means effective April 1, 2000, the average of the highest consecutive sixty (60) months of Earnings out of the last one hundred twenty (120) months preceding the date on which the Participant retires multiplied by twelve (12).  “Earnings” for any calendar year shall include the Participant’s base salary, annual cash bonuses and sales commissions paid during such year, and shall exclude any other compensation (such as deferred incentive compensation under the Long-Term Incentive Plan, retirement units and performance awards (other than annual cash bonuses) under the Executive Incentive Award Plan, the 1991 Executive Stock Incentive Plan, 1991 Executive Cash Bonus Plan and any successor plans and stock options under the 1974 Incentive Stock Option Plan, the Employee Stock Purchase Plan, the 1991 Executive Stock Incentive Plan  and any successor plans) and any contributions to or benefits under this Plan or any other pension, profit-sharing, stock bonus or other plan of deferred compensation; except that amounts deferred under a non-qualified deferred compensation plan and/or amounts which the Company contributes to a plan on behalf of the Participant pursuant to a salary reduction agreement which are not includible in the Participant’s gross income under sections 125, 402(e)(3), 492(h) or 403(b) of the Code shall be included.

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1.8       “Joint and Survivor Annuity” means a reduced annuity payable for the life of the Participant followed after the Participant’s death by an annuity payable for the life of the Participant’s Surviving Spouse in an amount equal to either 25%, 50%, 75% or 100% (as elected by the Participant prior to Retirement) of the reduced annuity that was payable to the Participant; provided, however, that if no election is made, the amount payable to the Participant’s surviving spouse under the Joint and Survivor Annuity shall be 50% of the reduced annuity that was payable to the Participant. The combined annuities payable to the Participant and the Surviving Spouse under the Joint and Survivor Annuity shall be the actuarial equivalent, using the actuarial factors specified in the Basic Plan, of the annual Retirement benefit determined under Section 3.1.    

1.9       “Key Executive Position” means a position so designated by the SERP Committee.

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1.10      “Participant” means an individual holding a Key Executive Position who has been designated as a Participant by the SERP Committee.  An executive shall become a Participant in the Plan as of the date he or she is individually selected by, and specifically named by the SERP Committee for inclusion in the Plan.  If a Participant is reclassified to a responsibility that is not a Key Executive Position, the Participant’s continuing eligibility will be subject to the approval of the SERP Committee.  No individual shall be designated a Participant by the SERP Committee after December 31, 2008.

1.11      “Plan” means The New York Times Company Supplemental Executive Retirement Plan.

1.12      “Retirement” or “Retire” means a Participant’s “separation from service” from the Company within the meaning of section 409A of the Code and Treasury Regulation section 1.409A-1(h) or subsequent IRS guidance under section 409A of the Code on one of the Retirement Dates specified in Section 2.1.

1.13      “Section 409A Specified Employee” means a “specified employee” within the meaning of section 409A(a)(2)(B)(i) of the Code, as determined by the Compensation Committee of the Company’s Board of Directors or its delegate in accordance with the provisions of sections 409A and 416(i) of the Code and the regulations issued thereunder.

1.14      “SERP Committee” or “Committee” means a committee consisting of the Chairman and the President of The New York Times Company.

1.15      “Service” means the Participant’s service for vesting purposes as defined in the Basic Plan, up to a maximum of twenty (20) years, and shall include any additional service credit in specific situations as may be authorized by the Committee.  Additionally, service shall include any credits for service pursuant to a buyout plan or agreement accepted by a Participant.

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1.16      “Surviving Spouse” means the person to whom a Participant is married on the date on which benefits commence (or at his death, if earlier).

1.17      The masculine gender, where appearing in the Plan, will be deemed to include the feminine gender, and the singular may include the plural, unless the context clearly indicates the contrary.

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SECTION II

ELIGIBILITY FOR BENEFITS

2.1.      Each Participant with ten (10) or more years of Service shall be eligible to Retire and receive a benefit under this Plan beginning on one of the following Retirement Dates:

(a)  “Normal Retirement Date,” which is the first day of the month following the month in which the Participant reaches age sixty-five (65).

(b)  “Early Retirement Date,” which is the first day of any month following (i) the Participant’s sixtieth (60th) birthday, or (ii) if the Committee consents to the Participant’s early retirement, the Participant’s fifty-fifth (55th) birthday.

(c)  “Postponed Retirement Date,” which in the case of a Participant who terminates his employment with the Company after his Normal Retirement Date, is the first day of the month next following the month in which the Participant terminates employment with the Company.

2.2.      For purposes of determining a Participant’s Retirement Date and eligibility to receive Retirement benefits under this Plan, the age of a Participant shall include any age credit pursuant to a buyout plan or agreement accepted by a Participant.  Notwithstanding the foregoing and Section 4.2, in no event shall Retirement benefits payable under this Plan commence prior to the first business day of the month following the Participant’s actual 55th birthday.

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SECTION III

AMOUNT AND FORM OF RETIREMENT BENEFIT

3.1.      The annual Retirement benefit payable to a Participant who Retires on his Normal Retirement Date shall equal the excess, if any, of (a) fifty percent (50%) of the Final Average Earnings (prorated at two and one-half percent (2.5%) times Final Average Earnings times years of Service for Service of less than twenty (20) years) over (b) the sum of the Basic Plan Benefits payable as of the Participant’s Normal Retirement Date.

Notwithstanding the foregoing, with respect to a Participant who Retires after January 1, 2009, and who has less than twenty years of Service as of December 31, 2008, the annual Retirement benefit payable to such Participant on his Normal Retirement Date shall equal the excess, if any, of the sum of (a) two and one-half percent (2.5%) times Final Average Earnings times years of Service as of December 31, 2008; plus (b) two and two-tenths percent (2.2%) times Final Average Earnings times years of Service after December 31, 2008; provided that the aggregate years of Service under subsections (a) and (b) shall not exceed twenty (20) years of Service, over (c) the sum of the Basic Plan Benefits payable as of the Participant’s Normal Retirement Date.

3.2.      The annual Retirement benefit payable to a Participant who Retires on an Early Retirement Date shall equal the benefit determined using the formula in Section 3.1, reduced by four percent (4%) for each year (one-third (1/3) of one percent (1%) for each month) benefits commenced prior to age sixty (60), less the sum of the annual Basic Plan Benefits payable as of the Participant’s Early Retirement Date.

3.3.      The annual Retirement benefit payable to a Participant who Retires on a Postponed Retirement Date shall be equal to the benefit determined in accordance with Section 3.1 based on the Participant’s Service and Final Average Earnings as of the Participant’s Normal Retirement Date.

8

3.4. (a)  Prior to January 1, 2009, Retirement benefits payable under this Plan shall be payable at the same time and in the same manner as benefits under the Basic Plan (except the Level Income options), unless otherwise determined by the Company.  Retirement benefits under this Plan for a Participant who elects a Level Income Option under the Basic Plan shall be paid in the form of an annuity for the life of the Participant.  Once in pay status, a Participant may not change the form of benefit payable under the Plan.

(b)  Effective January 1, 2009, Retirement benefits shall, subject to Section 3.5, be paid in the form of an annuity for the life of the Participant if the Participant is not married on his date of Retirement or a Joint and Survivor Annuity if the Participant is married on his date of Retirement.  

(c)  Participants who have experienced a separation from service (as defined in Section 1.12) prior to January 1, 2009 and have not commenced payment of their benefits as of December 31, 2008, shall make an election by December 31, 2008 as to the timing and form of payment of their benefits.  The Participant may elect to have his benefit (i) commence on the first business day of any month after his attainment of age 55 but not after his attainment of age 65, and (ii) paid in the form of an annuity for the life of the Participant or a Joint and Survivor Annuity.  Payments shall commence within 90 days of the date elected by the Participant.

If a Participant who has attained age 55 as of December 31, 2008, does not make an election by December 31, 2008, his benefit shall be paid in the form of an annuity for the life of the Participant if the Participant is not married on December 31, 2008, or a Joint and 50% Survivor Annuity if the Participant is married on December 31, 2008.  Payments shall commence within 90 days of March 1, 2009.

9

If a Participant who has not attained age 55 as of December 31, 2008, does not make an election by December 31, 2008, his benefit shall be paid in the form of an annuity for the life of the Participant if the Participant is not married on his 55th birthday, or a Joint and 50% Survivor Annuity if the Participant is married on his 55th birthday.  Payments shall commence within 90 days following the Participant’s 55th birthday.  

3.5 Notwithstanding Section 3.4 and subject to Section 4.2(c), if the lump sum value of benefits under this Plan is less than or equal to the applicable dollar amount under section 402(g)(1)(B) of the Code, the Company shall, subject to Section 4.2(c), pay such benefit in a single lump sum to the Participant within 90 days following the Participant’s date of Retirement.

10

SECTION IV

PAYMENT OF RETIREMENT BENEFITS

4.1. (a)     A Participant with ten (10) or more years of Service who is age sixty (60) or older, may Retire under the Plan by giving a minimum of six months’ notice to the Committee (unless such notice is waived by the Committee).

(b) A Participant with ten (10) or more years of Service who is not eligible for early Retirement under Section 4.1(a) may request Retirement under this Plan as of the first of any month between the ages of fifty-five (55) and sixty (60), but such request shall be subject to the approval of the Committee, which may approve or deny the request based on the needs of the Company.  If the request is denied, the Committee and the Participant will defer such Retirement under this Plan for a mutually agreed upon period of time.  This will not preclude the right of the Participant to retire under the Basic Plan, in which case the Participant will not be entitled to any benefit hereunder.

4.2.  (a)  Prior to January 1, 2009, Retirement benefits payable in accordance with Section III will commence on the Participant’s date of Retirement under Section 2.1.  Plan payments must begin immediately upon Retirement and may not be deferred.  Benefits will continue to be paid on the first day of each succeeding month.  The last payment will be on the first day of the month in which the retired Participant dies unless an optional form of benefit was elected in accordance with Section 3.4(a).

(b) Effective January 1, 2009, subject to paragraph (c) of this Section 4.2, Retirement benefits payable under this Plan will commence within 90 days following the Participant’s date of Retirement.

11

(c)  Notwithstanding Section 4.2(b), effective January 1, 2009, in the event that a Participant is a Section 409A Specified Employee as of his date of Retirement, the Company shall withhold and accumulate the first six monthly annuity payments (or in the case of a lump sum cash out payment under Section 3.5, shall withhold the lump sum payment) of the Participant’s Retirement benefit until the first day of the seventh month following the Participant’s date of Retirement (the “Delayed Payment Date”).  The six accumulated annuity payments (or lump sum cash out payment) shall be paid to the Participant in a single lump sum payment on the Delayed Payment Date, with interest for the period of delay, compounded monthly, equal to the prime lending rate in effect as of the date the payment would otherwise have been made.  Payment of the withheld and accumulated annuity payments (with interest as calculated above) shall be treated as made on the Delayed Payment Date if the payment is made on such date or on a later date within the same calendar year as the Delayed Payment Date, or, if later, by the 15th day of the third month following the Delayed Payment Date, provided that the Participant may not, directly or indirectly, designate the year of payment.   Notwithstanding the foregoing, if the Participant dies prior to the Delayed Payment Date, any payments that have been withheld and accumulated in accordance with this paragraph shall be paid to the Participant’s beneficiary under the Basic Plan in a single lump sum payment within 90 days after the Participant’s death, with interest as calculated above.    

4.3 Any benefit payments under the Plan shall be net of any applicable withholding tax under federal or state law.

12

SECTION V

PRE-RETIREMENT DEATH BENEFITS

A Participant with a vested annual benefit under the Basic Plan who dies prior to the date benefits commence under this Plan shall have a pre-Retirement death benefit paid under this Plan to the Participant’s Surviving Spouse, or if there is no Surviving Spouse or if the Surviving Spouse has waived the Pre-Retirement Survivor Annuity under the Basic Plan, to the beneficiary designated under the Basic Plan.  Such pre-Retirement death benefit shall be an annuity equal to 50% of the annual Retirement benefit calculated as of the date of death, reduced in accordance with the reduction factors applicable to the Basic Plan Benefit and offset by the Qualified Pre-Retirement Survivor Annuity (or Pre-Retirement Death Benefit, as the case may be) under the Basic Plan.  The pre-Retirement death benefit shall commence within 90 days after the Participant’s death, provided, however, that the first monthly payment shall include any monthly payments that would have been made had benefits commenced on the first day of the month following the date of the Participant’s death.

13

SECTION VI

FORFEITURE OF BENEFIT

Notwithstanding any other provision of this Plan, if at any time during which a Participant is entitled to receive payments under the Plan, the Participant engages in any business or practice or becomes employed in any position, which the SERP Committee, in its sole discretion, deems to be in competition with the Company or any of its business or interests, or which is deemed by the SERP Committee, in its sole discretion, to be otherwise prejudicial to any of its interests, or such Participant fails to make himself available to the Company for reasonable consultation and other services, the SERP Committee, in its sole discretion, may cause the Participant’s entire interest in benefits otherwise payable under the Plan to be forfeited and discontinued, or may cause the Participant’s payments of benefits under the Plan to be limited or suspended until such Participant is no longer engaging in the conduct above or for such other period the SERP Committee finds advisable under the circumstances, or may take any other action the SERP Committee, in its sole discretion, deems appropriate.  The decision of the SERP Committee shall be final.  The omission or failure of the SERP Committee to exercise this right at any time shall not be deemed a waiver of its right to exercise such right in the future.  The exercise of discretion will not create a precedent in any future cases.

14

SECTION VII

MISCELLANEOUS

7.1       This Plan shall be binding on the Company and its successors and assigns.  In furtherance of the foregoing, the Company may assign its obligations to make payments under this Plan to any successor to all or substantially all of the Company’s business.

7.2.      The SERP Committee may, in its sole discretion, terminate, suspend or amend this Plan at any time or from time to time, in whole or in part.  However, no amendment or suspension of the Plan will affect a retired Participant’s right or the right of a Surviving Spouse or other beneficiary to continue to receive a benefit in accordance with this Plan as in effect on the date such Participant commenced to receive a benefit under this Plan.

7.3.      Nothing contained herein will confer upon any Participant or other employee the right to be retained in the service of the Company nor will it interfere with the right of the Company to discharge or otherwise deal with Participants and other employees without regard to the existence of this Plan.

7.4.      This Plan is intended to meet the Employee Retirement Income Security Act’s definition of “an unfunded plan for management or other highly compensated individuals” and, as such, the Company will make Plan benefit payments solely on a current disbursement basis out of general assets of the Company.

7.5       This Plan is intended to comply with the applicable requirements of section 409A of the Code with respect to the accrual and payment of benefits hereunder.  This Plan shall be interpreted and administered to the extent possible in a manner consistent with the foregoing statement of intent.

15

7.6.      To the maximum extent permitted by law, no benefit under this Plan will be assignable or subject in any manner to alienation, sale, transfer, claims of creditors, pledge, attachment or encumbrances of any kind.

7.7.      The Plan shall be administered by the SERP Committee.  The SERP Committee may adopt rules and regulations to assist it in the administration of the Plan and may appoint and/or employ individuals to assist it in the administration of the Plan and any other agents it seems advisable, including legal and actuarial counsel. In addition, the SERP Committee may, it is discretion, delegate any of its authority, duties and responsibilities hereunder to any other individual or individuals.

7.8.      This Plan is established under and will be construed according to the laws of the State of New York, except to the extent such laws are preempted by ERISA.

7.9.      Claims.  If any Participant, beneficiary or other properly interested party is in disagreement with any determination that has been made under the Plan, a claim may be presented, but only in accordance with the procedures set forth herein.

(a)     Original Claim.  Any Participant, beneficiary or other properly interested party may, if he/she so desires, file with the SERP Committee a written claim for benefits or a determination under the Plan.  Within ninety (90) days after the filing of such a claim, the SERP Committee shall notify the claimant in writing whether the claim is upheld or denied in whole or in part or shall furnish the claimant a written notice describing specific special circumstances requiring a specified amount of additional time (but not more than one hundred eighty (180) days from the date the claim was filed) to reach a decision in the claim.  If the claim is denied in whole or in part, the Committee shall state in writing:

(i)       the reasons for the denial;

16

(ii)      the references to the pertinent provisions of this Plan on which the denial is based;

(iii)     a description of any additional material or information necessary for the claimant to perfect the claim and an explanation of why such material or information is necessary; and

(iv)      an explanation of the claims review procedure set forth in this section.

(b)     Claim Review Procedure.  Within sixty (60) days after receipt of notice that a claim has been denied in whole or in part, the claimant may file with the SERP Committee a written request for a review and may, in conjunction therewith, submit written issues and comments.   Within sixty (60) days after the filing of such a request for review, the SERP Committee shall notify the claimant in writing whether, upon review, the claim was upheld or denied in whole or in part or shall furnish the claimant a written notice describing specific special circumstances requiring a specified amount of additional time (but not more than one hundred twenty (120) days from the date the request for review was filed) to reach a decision on the request for review.

(c)     General Rules.  

(i)       No inquiry or question shall be deemed to be a claim or a request for a review of a denied claim unless made in accordance with the foregoing claims procedure.  The SERP Committee may require that any claim for benefits and any request for a review of denied claim be filed on forms to be furnished by the SERP Committee upon request.

17

(ii)      All decisions on claims and on requests for a review of denied claims shall be made by the SERP Committee.  The decisions of the SERP Committee shall be final, binding and conclusive upon all persons.

(iii)     The decision of the SERP Committee on a claim and on a request for a review of a denied claim shall be served on the claimant in writing.  If a decision or notice is not received by a claimant within the time specified, the claim or request for a review of a denied claim shall be deemed to have been denied.

(iv)      Prior to filing a claim or a request for a review of a denied claim, the claimant or the claimant’s representative shall have a reasonable opportunity to review a copy of this Plan and all other pertinent documents in the possession of the Company and the SERP Committee.

(v)       The individuals serving on the SERP Committee shall, except as prohibited by law, be indemnified and held harmless by the employer from any and all liabilities, costs, and expenses (including legal fees), to the extent not covered by liability insurance arising out of any action taken by any individual of the SERP Committee with respect to this Plan, unless such liability arises from the individual’s claim for such individual’s own benefit, the proven gross negligence, bad faith, or (if the individual had reasonable cause to believe such conduct was unlawful) the criminal conduct of such individual.  This indemnification shall continue as to an individual who has ceased to be a member of the SERP Committee for the employer and shall enure to the benefit of the heirs, executors and administrators of such an individual.

18

APPENDIX I

Everything in this Plan to the contrary notwithstanding, the following Participants shall have benefits under this Plan as provided in their respective agreements with the Company as follows:

1.  Lance R. Primis: as per his agreement with the Company dated December 4, 1996.

EX-99.1 3 a5809929ex991.htm EXHIBIT 99.1

Exhibit 99.1

The New York Times Company Reports Preliminary Third-Quarter Results

NEW YORK--(BUSINESS WIRE)--October 23, 2008--The New York Times Company announced today a preliminary third-quarter loss per share from continuing operations of $.01, including $.07 per share for severance costs, compared with $.10 earnings per share (EPS) in the third quarter last year, which included $.02 per share for severance costs.

Preliminary third-quarter operating profit decreased to $10.0 million from $28.1 million in the third quarter of 2007, while preliminary operating profit excluding depreciation and amortization decreased to $43.9 million from $79.9 million in the third quarter last year.

Preliminary results do not include an anticipated non-cash charge for impairment of goodwill and long-lived assets. Due to the continued softening of business conditions driven by the secular forces affecting the newspaper industry, the Company is testing the assets of its New England Media Group for impairment in the 2008 third quarter. While the results have not yet been finalized, the Company currently estimates a non-cash impairment charge of $100 to $150 million. The Company will record the charge in its financial statements when it files its third-quarter Form 10-Q with the Securities and Exchange Commission. The charge will affect EPS for the third quarter but will not affect the Company’s operating cash flow.

“The impairment charge reflects the decrease in print advertising revenues stemming from the secular changes in the media industry,” said Janet L. Robinson, president and CEO. “It does not, however, affect our cash flow or our long-term strategy of becoming an increasingly digital organization.

“The decline in print advertising revenues this quarter accelerated as the economy slowed. The U.S. presidential election and the turmoil in the world’s financial markets have again demonstrated the need for the high-quality journalism we provide in print and online. The continued strength of our brands is evident in our ability to raise home-delivery and newsstand prices, which resulted in an increase in our circulation revenues. It is also reflected in the strong growth in traffic to our Web sites, which increased 15 percent in September. Online advertising grew 10.2 percent in the quarter, in part due to the introduction of new ad formats. In total, our online revenues now account for 12.4 percent of the Company’s revenues.

“As we continued our drive to reduce expenses, operating costs decreased 6.8 percent compared with the same quarter last year, despite a more than 20 percent increase in the price of newsprint. Given the adverse economic conditions, we will continue our strict cost discipline.


“In this difficult environment, we are reviewing our uses of cash. We have reduced our estimate for capital expenditures in 2008. Next year we expect they will decline from their 2008 level and be approximately $80 million. In addition, our Board of Directors plans to review our dividend policy before the end of this year to determine what is most prudent in light of the overall market conditions.

“As part of our analysis of our uses of cash, we are evaluating future financing arrangements. Based on the conversations we have had with lenders, we expect that we will be able to manage our debt and credit obligations as they mature. Going forward, we plan to continue to explore opportunities to reduce our debt levels.

“As we move into the fourth quarter, our visibility on advertising revenues is limited. To date in October, print advertising revenue declines are similar to those in September but we are seeing slowing in digital advertising revenues, mainly because of less display advertising. We remain committed to executing our strategy of developing new revenue streams for both our print and online products, reducing costs, making full use of our R & D capability and rebalancing our portfolio of businesses.”

Third-Quarter Results

Comparisons

All comparisons are for the third quarter of 2008 to the third quarter of 2007. The results of the Broadcast Media Group, which was sold in the second quarter of 2007, are reported within discontinued operations. Net income from discontinued operations of $8.6 million ($.06 per share) in the third quarter of 2008 was due to a reduction in income taxes on the gain on the sale, and the net loss from discontinued operations of $0.7 million ($.01 per share) in the third quarter of 2007 was due to post-closing adjustments to the gain.

This release includes non-GAAP financial measures, and the exhibits include a discussion of management’s use of these non-GAAP financial measures and reconciliations to the most comparable GAAP financial measures.

Revenues

Total revenues decreased 8.9 percent to $687.0 million from $754.4 million. Advertising revenues decreased 14.4 percent; circulation revenues increased 1.0 percent; and other revenues declined 4.2 percent. Revenues decreased mainly due to lower print advertising.

Operating Costs

Operating costs decreased 6.8 percent to $677.1 million from $726.3 million. Depreciation and amortization decreased 34.6 percent to $33.9 million from $51.8 million last year, when accelerated depreciation totaled $11.7 million ($6.7 million after tax, or $.05 per share) for assets at the Edison, N.J., printing plant, which the Company closed earlier this year. There was no accelerated depreciation in the third quarter of 2008.

Excluding depreciation and amortization and severance costs, operating costs decreased 6.6 percent to $625.1 million from $669.6 million, mainly due to lower compensation costs and benefits expense. Compensation costs declined primarily as a result of lower incentive compensation and a reduced workforce in the third quarter of 2008 compared with the same period last year. Benefits expense decreased due in part to lower workers’ compensation expense and lower pension and other postretirement expense.


Newsprint expense increased 2.1 percent, stemming from a 22.1 percent increase in prices, offset in part by a 20.0 percent decrease in consumption.

Severance costs were $18.1 million ($10.3 million after tax, or $.07 per share), about half of which was for the shutdown of City & Suburban (C & S), the Company’s retail and newsstand distribution subsidiary, which operates in the New York metropolitan area. The closure of C & S is expected to be completed in January 2009, and additional severance costs may be recorded before it is closed. In the third quarter of last year, the Company had $4.9 million ($2.8 million after tax, or $.02 per share) in severance costs.

Third-Quarter Business Segment Results

News Media Group

Total News Media Group revenues decreased 9.8 percent to $658.3 million from $729.6 million.

Advertising revenues decreased 15.9 percent due to weakness in print advertising at all of the Company’s major properties. In particular, classified advertising revenues decreased across the News Media Group.

Circulation revenues increased 1.0 percent, mainly because of higher prices for The New York Times, partially offset by volume declines. In July and August, The New York Times announced newsstand and home-delivery price increases.

Other revenues decreased 5.4 percent to $61.0 million from $64.5 million primarily because of the elimination of subscription revenues for TimesSelect, an online product offering that was discontinued in September 2007.

Total News Media Group operating costs decreased 6.5 percent to $651.2 million from $696.5 million. Excluding depreciation and amortization and severance costs, operating costs decreased 6.5 percent to $604.1 million from $646.0 million, mainly as a result of the items noted in the operating costs section above.

Operating profit for the News Media Group decreased 78.6 percent to $7.1 million from $33.1 million. Excluding depreciation and amortization, operating profit for the News Media Group decreased 53.9 percent to $36.5 million from $79.2 million.

About Group

Total About Group revenues increased 16.1 percent to $28.7 million from $24.7 million due to increased cost-per-click and display advertising.

Total About Group operating costs decreased 2.8 percent to $17.9 million from $18.4 million. Excluding depreciation and amortization, operating costs increased 5.6 percent to $15.3 million from $14.5 million, mainly because of investments in new revenue initiatives that resulted in higher professional fees. Depreciation and amortization was lower, primarily because an asset reached the end of its amortization period in the second quarter of 2008.

Operating profit grew 71.4 percent to $10.8 million from $6.3 million. The operating profit margin improved significantly because of increased advertising as noted above and lower depreciation and amortization. Operating profit before depreciation and amortization rose 31.0 percent to $13.4 million from $10.2 million, mainly due to higher revenues.


Corporate

Corporate costs decreased 30.3 percent to $7.9 million compared with $11.3 million in the prior-year third quarter mainly due to lower professional fees and compensation costs.

Other Financial Data

Internet Revenues

In the third quarter, the Company’s Internet revenues increased 6.7 percent to $85.1 million from $79.7 million in the third quarter of 2007, and Internet advertising revenues grew 10.2 percent to $74.4 million from $67.5 million. Internet businesses include NYTimes.com, About.com, Boston.com and other company Web sites. In total, Internet businesses accounted for 12.4 percent of the Company’s revenues in the third quarter versus 10.6 percent in the 2007 third quarter.

Joint Ventures

Net income from joint ventures was $12.5 million compared with $5.4 million. Higher earnings resulted from stronger performance at most of the properties in which the Company has equity interests.

Interest Expense-net

Interest expense-net increased to $11.7 million from $10.5 million, as a result of less capitalized interest.

Income Taxes

The Company's income tax expense of $12.8 million was larger than pre-tax income of $10.8 million in the third quarter. Income taxes were unfavorably affected by non-deductible losses on investments in corporate-owned life insurance policies and a change in Massachusetts state tax law. The effective income tax rate in the third quarter of last year was 39.0 percent.

Cash and Total Debt

At the end of the quarter, cash and cash equivalents were approximately $46 million and total debt was approximately $1.1 billion. The Company’s current source of short-term funding is its revolving credit agreements under which it had approximately $398 million in borrowings outstanding at the end of the quarter.

Capital Expenditures

In the third quarter, total capital expenditures were approximately $27 million. Year to date, capital expenditures totaled approximately $95 million.


Expectations

Below are updated expectations on key items for 2008 unless otherwise noted.

  • Cost savings and productivity gains – Previously the Company said it believed that it would achieve a reduction in costs from its year-end 2007 cash cost base of a total of more than $230 million in 2008 and 2009, excluding the effects of inflation, severance costs and one-time costs. More than $130 million of these savings were expected in 2008. As a result of the Company’s continuous cost reduction efforts, it now expects to exceed the $130 million and $230 million targets by even larger amounts. Therefore, the Company will stop measuring its cost savings against these targets. The Company continues to explore a wide range of additional cost reduction initiatives, and as they develop, details will be provided.
  • Depreciation and amortization – $145 to $155 million, which includes approximately $5 million of accelerated depreciation expense in the first quarter of 2008 associated with the New York area plant consolidation project. Depreciation for the new headquarters building is expected to be $7 million per quarter.
  • Income from joint ventures – $20 to $25 million.
  • Interest expense – $49 to $53 million.
  • Income tax rate – Previous guidance was 40% to 43%. Due to the significant volatility in the quarter to quarter tax rate, the Company no longer plans to give tax rate guidance.
  • Capital expenditures – $140 to $145 million. Previous guidance was $150 to $165 million, including approximately $35 million for the consolidation of the Company’s New York area plants and about $22 million for its new headquarters. For 2009, the Company expects capital expenditures to be approximately $80 million.
  • Severance – Previous guidance was $40 to $50 million. Year-to-date severance costs are approximately $57 million, which is higher than previous guidance because of the severance costs associated with the closure of C & S. Additional amounts may be recorded for C & S before it is closed. Due to the uncertainty of the amount of possible severance costs, the Company is not providing updated guidance at this time.

Conference Call Information

The Company’s third-quarter earnings conference call will be held on Thursday, October 23, at 11:00 a.m. E.T. To access the call, dial 877-741-4245 (in the U.S.) and 719-325-4830 (international callers). Participants should dial into the conference approximately 10 minutes before the start time. Online listeners can link to the live webcast at www.nytco.com/investors.

An archive of the webcast will be available beginning two hours after the call at www.nytco.com/investors, and a transcript of the call will also be posted. The archive and transcript will be available for one quarter.

An audio replay will be available at 888-203-1112 (in the U.S.) and 719-457-0820 (international callers) beginning approximately two hours after the call until 5 p.m. E.T. on Friday, October 24. The access code is 4044846.


Except for the historical information contained herein, the matters discussed in this press release are forward-looking statements that involve risks and uncertainties that could cause actual results to differ materially from those predicted by such forward-looking statements. These risks and uncertainties include national and local conditions, as well as competition, that could influence the levels (rate and volume) of retail, national and classified advertising and circulation generated by our various markets and material increases in newsprint prices. They also include other risks detailed from time to time in the Company's publicly filed documents, including the Company's Annual Report on Form 10-K for the year ended December 30, 2007. The Company undertakes no obligation to publicly update any forward-looking statement, whether as a result of new information, future events or otherwise.

The New York Times Company (NYSE: NYT), a leading media company with 2007 revenues of $3.2 billion, includes The New York Times, the International Herald Tribune, The Boston Globe, 16 other daily newspapers, WQXR-FM and more than 50 Web sites, including NYTimes.com, Boston.com and About.com. The Company’s core purpose is to enhance society by creating, collecting and distributing high-quality news, information and entertainment.

   
Exhibits: Preliminary Condensed Consolidated Statements of Income
Preliminary Segment Information
News Media Group Revenues by Operating Segment
Footnotes
Preliminary Reconciliation of Non-GAAP Information
 

This press release can be downloaded from www.nytco.com


 
THE NEW YORK TIMES COMPANY
(a) PRELIMINARY CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(Dollars and shares in thousands, except per share data)
                                   
    Third Quarter     Nine Months
2008   2007   % Change 2008   2007   % Change
Revenues
Advertising $ 398,196 $ 465,043 -14.4 % $ 1,310,912 $ 1,478,425 -11.3 %
Circulation 225,689 223,420 1.0 % 676,486 664,538 1.8 %
Other (b)   63,157     65,896   -4.2 %   189,404     186,359 1.6 %
Total 687,042 754,359 -8.9 % 2,176,802 2,329,322 -6.5 %
 
Operating costs
Production costs 331,447 331,962 -0.2 % 996,410 1,002,909 -0.6 %
Selling, general and administrative costs 311,728 342,503 -9.0 % 997,191 1,029,045 -3.1 %
Depreciation and amortization   33,881     51,789   -34.6 %   108,454     142,871 -24.1 %
Total 677,056 726,254 -6.8 % 2,102,055 2,174,825 -3.3 %
 
Write-down of assets (c) - - N/A 18,291 - N/A
 
Net loss on sale of assets (d) - - N/A - 68,156 N/A
 
Gain on sale of WQEW-AM   -     -   N/A   -     39,578 N/A
 
Operating profit 9,986 28,105 -64.5 % 56,456 125,919 -55.2 %
 
Net income from joint ventures 12,492 5,412 * 20,864 8,004 *
 
Interest expense - net   11,658     10,470   11.3 %   35,507     28,924 22.8 %
 

Income from continuing operations before income taxes and minority interest

10,820 23,047 -53.1 % 41,813 104,999 -60.2 %
 
Income tax expense 12,848 8,991 42.9 % 22,407 48,741 -54.0 %
 

Minority interest in net (income)/loss of subsidiaries

  (54 )   54   *   (371 )   39 *
 
(Loss)/income from continuing operations (2,082 ) 14,110 * 19,035 56,297 -66.2 %
 
Discontinued operations, Broadcast Media Group: (e)
Income from discontinued operations,
net of income taxes - - N/A - 5,753 N/A

Gain/(loss) on sale,

net of income taxes

  8,611     (671 ) *   8,300     93,659 -91.1 %

Discontinued operations,

net of income taxes

  8,611     (671 ) *   8,300     99,412 -91.7 %
 
Net income $ 6,529   $ 13,439   -51.4 % $ 27,335   $ 155,709 -82.4 %
 
Average Number of Common Shares Outstanding:
Basic 143,782 143,902 -0.1 % 143,773 143,901 -0.1 %
Diluted 143,782 144,112 -0.2 % 144,146 144,057 0.1 %
 
Basic Earnings Per Share:
(Loss)/income from continuing operations $ (0.01 ) $ 0.10 * $ 0.13 $ 0.39 -66.7 %
Discontinued operations, net of income taxes   0.06     (0.01 ) *   0.06     0.69 -91.3 %
Net income $ 0.05   $ 0.09   -44.4 % $ 0.19   $ 1.08 -82.4 %
 
Diluted Earnings Per Share:
(Loss)/income from continuing operations $ (0.01 ) $ 0.10 * $ 0.13 $ 0.39 -66.7 %
Discontinued operations, net of income taxes   0.06     (0.01 ) *   0.06     0.69 -91.3 %
Net income $ 0.05   $ 0.09   -44.4 % $ 0.19   $ 1.08 -82.4 %
 
Dividends Per Share $ 0.230 $ 0.230 0.0 % $ 0.690 $ 0.635 8.7 %
 
* Represents an increase or decrease in excess of 100%.
 
 
See footnotes page for additional information.

 
THE NEW YORK TIMES COMPANY
(a) PRELIMINARY SEGMENT INFORMATION
(Dollars in thousands)
                                 
  Third Quarter Nine Months
2008   2007   % Change 2008 2007 % Change
 

Revenues

News Media Group $ 658,336 $ 729,635 -9.8 % $ 2,091,314 $ 2,257,350 -7.4 %
About Group   28,706     24,724   16.1 %   85,488     71,972   18.8 %
Total $ 687,042   $ 754,359   -8.9 % $ 2,176,802   $ 2,329,322   -6.5 %
 

Operating Profit(Loss)

News Media Group $ 7,090 $ 33,136 -78.6 % $ 64,847 $ 139,418 -53.5 %
About Group 10,784 6,291 71.4 % 29,421 23,132 27.2 %
Corporate   (7,888 )   (11,322 ) -30.3 %   (37,812 )   (36,631 ) 3.2 %
Total $ 9,986   $ 28,105   -64.5 % $ 56,456   $ 125,919   -55.2 %
 

Operating Profit(Loss) Before Depreciation & Amortization and Special Items(f)

News Media Group $ 36,549 $ 79,223 -53.9 % $ 177,020 $ 295,245 -40.0 %
About Group 13,420 10,247 31.0 % 38,459 33,639 14.3 %
Corporate   (6,102 )   (9,576 ) -36.3 %   (32,278 )   (31,516 ) 2.4 %
Total $ 43,867   $ 79,894   -45.1 % $ 183,201   $ 297,368   -38.4 %
 
 
 
 
See footnotes page for additional information.

 

THE NEW YORK TIMES COMPANY
NEWS MEDIA GROUP REVENUES BY OPERATING SEGMENT
(Dollars in thousands)
                     
  2008
Third Quarter   % Change vs.

2007

    Nine Months   % Change vs.

2007

 
The New York Times Media Group
Advertising $ 234,001 -13.7 % $ 781,607 -9.9 %
Circulation 165,993 1.9 % 496,866 3.2 %
Other   43,800 -7.6 %   130,587 -2.3 %
Total $ 443,794 -7.8 % $ 1,409,060 -5.0 %
 
New England Media Group
Advertising $ 74,060 -19.4 % $ 240,591 -16.9 %
Circulation 38,797 -2.4 % 114,060 -3.0 %
Other   12,683 10.3 %   38,029 20.5 %
Total $ 125,540 -12.3 % $ 392,680 -10.4 %
 
Regional Media Group
Advertising $ 63,547 -19.2 % $ 209,212 -17.3 %
Circulation 20,899 0.6 % 65,560 0.0 %
Other   4,556 -19.3 %   14,802 -15.2 %
Total $ 89,002 -15.3 % $ 289,574 -13.8 %
 
Total News Media Group
Advertising $ 371,608 -15.9 % $ 1,231,410 -12.7 %
Circulation 225,689 1.0 % 676,486 1.8 %
Other (b)   61,039 -5.4 %   183,418 0.4 %
Total $ 658,336 -9.8 % $ 2,091,314 -7.4 %
 
                     
 
 
See footnotes page for additional information.

 

         
THE NEW YORK TIMES COMPANY
FOOTNOTES
(Dollars in thousands)
 
(a)

Preliminary results do not include an anticipated non-cash charge for impairment of goodwill and long-lived assets. Due to the continued softening of business conditions driven by the secular forces affecting the newspaper industry, the Company is testing the assets of its New England Media Group for impairment in the 2008 third quarter. While the results have not yet been finalized, the Company currently estimates a non-cash impairment charge of $100 to $150 million. The Company will record the charge in its financial statements when it files its third-quarter Form 10-Q with the Securities and Exchange Commission. The charge will affect EPS for the third quarter but will not affect the Company’s operating cash flow.

 

(b)

Other revenues consist primarily of revenues from wholesale delivery operations, news services/syndication, commercial printing, digital archives, direct mail advertising services and rental income.

 

(c)

Represents a non-cash charge for the write-down of assets for a systems project. To decrease capital spending, the Company reduced the scope of a major advertising and circulation project, which resulted in the write-down of previously capitalized costs in the first quarter of 2008.

 

(d)

In 2006 the Company announced plans to consolidate the printing operations of a facility it leased in Edison, N.J., into its newest facility in College Point, Queens. As part of the consolidation, the Company originally planned to sublease the Edison facility through 2018, the end of the then-existing lease term. After evaluating the options with respect to the lease, the Company decided it was financially prudent to purchase the Edison facility and sell it, with two adjacent properties it already owned, to a third party. The purchase and sale of the Edison facility closed in the second quarter of 2007, relieving the Company of rental terms that were above market as well as restoration obligations under the original lease. As a result of the sale, the Company recognized a pre-tax loss of $68.2 million in the second quarter of 2007.

 

(e)

On May 7, 2007, the Company sold the Broadcast Media Group, consisting of nine network-affiliated television stations, their related Web sites and the digital operating center, for $575 million. Under Statement of Financial Accounting Standards No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets, the Broadcast Media Group is treated as a discontinued operation. The Company has made reclassifications in all periods presented to reflect this change.

 

Results for the Broadcast Media Group, included within discontinued operations, for the third quarter and first nine months of 2008 and 2007 are below. Net income from discontinued operations of $8.6 million in the third quarter of 2008 was due to a reduction in income taxes on the gain on the sale, and the net loss from discontinued operations of $0.7 million in the third quarter of 2007 was due to post-closing adjustments to the gain. The first nine months of 2008 also included post-closing adjustments to the gain on the sale.

 

                   
  Third Quarter   Nine Months
 
2008 2007 2008 2007
 
Revenues $ - $ - $   - $ 46,702
 
Pre-tax income $ - $ - $ - $ 9,848
 
Income tax expense   -   -       -   (4,095 )
 

Income from discontinued operations, net of income taxes - Broadcast Media Group

- - - 5,753
 

Gain/(loss) on sale of Broadcast Media Group, net of income taxes

  8,611   (671 )     8,300   93,659  
 
Net income/(loss) $ 8,611 $ (671 ) $

8,300

$ 99,412  
 
 
(f)

See "Preliminary Reconciliation of Non-GAAP Information" for reconciliations of operating profit(loss) to operating profit(loss) before depreciation & amortization and excluding special items. There were no such special items in the third quarters of 2008 and 2007; there were special items in the first nine months of 2008 and 2007.


 
THE NEW YORK TIMES COMPANY
PRELIMINARY RECONCILIATION OF NON-GAAP INFORMATION
(Dollars in thousands, except per share data)
 

In this release, the Company has included non-GAAP financial information with respect to preliminary operating profit(loss) before depreciation and amortization and excluding special items and operating costs before depreciation and amortization, severance and raw materials. The Company has included these non-GAAP financial measures because management reviews them on a regular basis and uses them to evaluate and manage the performance of the operations. Management believes that, for the reasons outlined below, these non-GAAP financial measures provide useful information to investors as a supplement to reported operating profit(loss) and operating costs. However, these measures should be evaluated only in conjunction with the comparable GAAP financial measures and should not be viewed as alternative or superior measures of GAAP results.

 

Operating profit(loss) before depreciation and amortization and excluding special items is useful in evaluating the Company’s ongoing cash-generating ability as it excludes the significant non-cash impact of depreciation and amortization as well as items, if any, not indicative of ongoing operating activities. Total operating costs include depreciation and amortization, severance and raw materials. Total operating costs excluding depreciation and amortization, severance and raw materials provide investors with helpful supplemental information on the Company’s underlying operating costs that is used by management in its financial and operational decision-making.

 

Reconciliations of these non-GAAP financial measures from, respectively, preliminary operating profit(loss) and operating costs, the most directly comparable GAAP items, are set out in the tables below.

 

Reconciliation of preliminary operating profit(loss) before depreciation & amortization

                     
Third Quarter 2008
News Media   About     Total
Group Group Corporate Company
 
Operating profit(loss) $ 7,090 $ 10,784 $ (7,888 ) $ 9,986
 
Add:
Depreciation & amortization   29,459     2,636     1,786     33,881  
 

Operating profit(loss) before depreciation & amortization

$ 36,549   $ 13,420   $ (6,102 ) $ 43,867  
       

 

           
  Third Quarter 2007
News Media About Total
Group Group Corporate Company
 
Operating profit(loss) $ 33,136 $ 6,291 $ (11,322 ) $ 28,105
 
Add:
 
Depreciation & amortization   46,087     3,956     1,746     51,789  
 

Operating profit(loss) before depreciation & amortization

$ 79,223   $ 10,247   $ (9,576 ) $ 79,894  
                     
  % Change
News Media About Total
Group Group Corporate Company
 
Operating profit(loss) -78.6 % 71.4 % -30.3 % -64.5 %
 
Add:
 
Depreciation & amortization   -36.1 %   -33.4 %   2.3 %   -34.6 %
 

Operating profit(loss) before depreciation & amortization

  -53.9 %   31.0 %   -36.3 %   -45.1 %

 
THE NEW YORK TIMES COMPANY
PRELIMINARY RECONCILIATION OF NON-GAAP INFORMATION (continued)
(Dollars in thousands)
       
Reconciliation of preliminary operating profit(loss) before depreciation & amortization and special items
                     
  Nine Months 2008
News Media About Total
Group Group Corporate Company
 
Operating profit(loss) $ 64,847 $ 29,421 $ (37,812 ) $ 56,456
 
Add:
 
Depreciation & amortization 93,882 9,038 5,534 108,454
 
Write-down of assets   18,291     -     -     18,291  
 

Operating profit(loss) before depreciation & amortization and special items

$ 177,020   $ 38,459   $ (32,278 ) $ 183,201  
                     
  Nine Months 2007
News Media About Total
Group Group Corporate Company
 
Operating profit(loss) $ 139,418 $ 23,132 $ (36,631 ) $ 125,919
 
Add:
 
Depreciation & amortization 127,249 10,507 5,115 142,871
 
Net loss on sale of assets 68,156 - - 68,156
 
Gain on sale of WQEW-AM   (39,578 )   -     -     (39,578 )
 

Operating profit(loss) before depreciation & amortization and special items

$ 295,245   $ 33,639   $ (31,516 ) $ 297,368  
                     
  % Change  
News Media About Total
Group Group Corporate Company
 
Operating profit(loss) -53.5 % 27.2 % 3.2 % -55.2 %
 
Add:
 
Depreciation & amortization -26.2 % -14.0 % 8.2 % -24.1 %
 
Write-down of assets N/A N/A N/A N/A
 
Net loss on sale of assets N/A N/A N/A N/A
 
Gain on sale of WQEW-AM   N/A     N/A     N/A     N/A  
 

Operating profit(loss) before depreciation & amortization and special items

  -40.0 %   14.3 %   2.4 %   -38.4 %

 
THE NEW YORK TIMES COMPANY
PRELIMINARY RECONCILIATION OF NON-GAAP INFORMATION (continued)
(Dollars in thousands)
         
 
Reconciliation of total Company operating costs before depreciation & amortization, severance and raw materials
       
  Third Quarter   Nine Months
2008 2007 % Change   2008 2007 % Change
 

Total Company

 
Operating costs $ 677,056 $ 726,254 -6.8 % $ 2,102,055 $ 2,174,825 -3.3 %
 
Less:
 
Depreciation & amortization 33,881 51,789 108,454 142,871
 
Severance   18,081   4,869     56,887   17,630  
 

Operating costs before depreciation & amortization and severance

625,094 669,596 -6.6 % 1,936,714 2,014,324 -3.9 %
 
Less:
 
Raw materials   62,645   58,643     182,006   196,678  
 

 

Operating costs before depreciation & amortization, severance and raw materials

$ 562,449 $ 610,953 -7.9 % $ 1,754,708 $ 1,817,646 -3.5 %
Reconciliation of News Media Group operating costs before depreciation & amortization and severance
               
  Third Quarter
2008   2007   % Change
 

News Media Group

 

 
Operating costs $ 651,246 $ 696,499 -6.5 %
 
Less:
Depreciation & amortization 29,459 46,087
 
Severance   17,732   4,367  
 
Operating costs before depreciation &
amortization and severance $ 604,055 $ 646,045 -6.5 %
 
Reconciliation of About Group operating costs before depreciation & amortization
   
  Third Quarter
2008 2007 % Change
 

About Group

 
Operating costs $ 17,922 $ 18,433 -2.8 %
 
Less:
 
Depreciation & amortization   2,636   3,956  
 
Operating costs before depreciation &
amortization $ 15,286 $ 14,477 5.6 %

CONTACT:
The New York Times Company
Catherine J. Mathis, 212-556-1981
mathis@nytimes.com
or
Paula Schwartz, 212-556-5224
paula.schwartz@nytimes.com

EX-99.2 4 a5809929ex992.htm EXHIBIT 99.2

Exhibit 99.2

The New York Times Company Reports September Revenues

NEW YORK--(BUSINESS WIRE)--October 23, 2008--The New York Times Company announced today that in September total Company revenues from continuing operations decreased 8.0% compared with the same month a year ago. Advertising revenues decreased 13.0% and circulation revenues increased 3.0%.

All comparisons are for September 2008 to September 2007 unless otherwise noted:

News Media Group

Advertising revenues for the News Media Group decreased 14.1% because of weakness in print advertising.

 

The New York Times Media Group - Advertising revenues for The New York Times Media Group decreased 11.7% in September 2008 compared with growth of 11.3% in September 2007. National advertising revenues decreased as weakness in the studio entertainment, media, hotel and live entertainment categories offset growth in corporate, financial services, home furnishing manufacturer and healthcare advertising. Retail advertising revenues decreased mainly due to lower preprint advertising. Classified advertising revenues were down because of weakness in help-wanted, real estate and automotive advertising. Home furnishing manufacturer and home furnishing store advertising benefited in the month from a shift in the timing of the fall issue of T: Design, which was published in September this year but appeared in October last year.

 

New England Media Group - Advertising revenues for the New England Media Group decreased 16.6%. National advertising revenues were lower mainly because of decreases in travel, pharmaceutical/packaged goods and hospital/healthcare advertising. Retail advertising revenues decreased primarily due to weakness in the department store, sports/toys, home improvement and furniture/home furnishing categories. Classified advertising revenues decreased mainly due to softness in real estate and help-wanted advertising.

 

Regional Media Group - Advertising revenues for the Regional Media Group decreased 22.1%. Retail advertising revenues were down mainly because of decreases in the home furnishing, home improvement, specialty store, telecommunications and department store categories. Classified advertising revenues decreased due to weakness in real estate, help-wanted and automotive advertising.


Internet advertising revenues included in the News Media Group increased 16.4% as strong growth in display advertising was partially offset by weakness in online recruitment advertising.

Circulation revenues for the News Media Group were up 3.0%. Revenues increased at The New York Times and New England Media Groups, and decreased at the Regional Media Group. In July 2008, The New York Times announced that home-delivery prices would increase an average of 4.5% upon the subscriber’s renewal date and for new subscribers. Effective August 18, the daily newsstand price of The Times increased from $1.25 to $1.50.

About Group

Advertising revenues at the About Group (which includes the Web sites of About.com, ConsumerSearch.com, UCompareHealthCare.com and Calorie-Count.com) rose 10.9% due to growth in both cost-per-click and display advertising.

Other Data

Internet Businesses: Total Internet revenues grew 11.7% and Internet advertising revenues increased 14.5% in September. Internet businesses include NYTimes.com, About.com, Boston.com and other Company Web sites. In total, Internet businesses accounted for 12.0% of total revenues in September versus 9.9% in September 2007.

In addition, The New York Times Company had the 11th largest presence on the Web, with 50.8 million unique visitors in the United States in September 2008 according to Nielsen Online, up approximately 15% from 44.2 million unique visitors in September 2007. Also according to Nielsen Online, NYTimes.com had 20.1 million unique visitors in September versus 14.7 million in September 2007, up about 37%, and was the No. 1 newspaper Web site in the United States, a position it has long held.

The New York Times Company (NYSE: NYT), a leading media company with 2007 revenues of $3.2 billion, includes The New York Times, the International Herald Tribune, The Boston Globe, 16 other daily newspapers, WQXR-FM and more than 50 Web sites, including NYTimes.com, Boston.com and About.com. The Company’s core purpose is to enhance society by creating, collecting and distributing high-quality news, information and entertainment.

This press release can be downloaded from www.nytco.com


THE NEW YORK TIMES COMPANY
2008 TOTAL COMPANY REVENUES (a)
($ 000's)
                         
           
    September   Year to Date
% %
   

2008

 

2007

 

Change

 

2008

 

2007

 

Change

Advertising Revenues
News Media
National $84,935 $94,102 -9.7 $616,475 $662,056 -6.9
Retail 30,817 34,748 -11.3 281,188 314,180 -10.5
Classified 28,689 39,960 -28.2 289,730 387,735 -25.3
Other Ad Revenue 4,977 5,176 -3.8 44,018 46,237 -4.8
Total News Media Group 149,419 173,986 -14.1 1,231,410 1,410,208 -12.7
 

About
Group (b)

8,739 7,878 +10.9 79,502 68,216 +16.5
 
Total Ad Revenues from Continuing Operations 158,158 181,864 -13.0 1,310,912 1,478,425 -11.3
 
Circulation Revenues 72,649 70,554 +3.0 676,486 664,538 +1.8

Other
Revenues (c)

20,969 21,115 -0.7 189,404 186,359 +1.6
 
Total Company Revenues from Continuing Operations $251,775 $273,534 -8.0 $2,176,802 $2,329,322 -6.5
 
Discontinued Operations: Broadcast Media Group (d) 0 0 N/A 0 46,702 N/A
                         
 
(a) Numbers may not add due to rounding.
(b) Includes the Web sites of About.com, ConsumerSearch.com, UCompareHealthCare.com and Calorie-Count.com.
(c) Primarily includes revenues from wholesale delivery operations, news services/syndication, commercial printing, digital archives, direct mail advertising services and rental income.
(d) On May 7, 2007, the Company sold the Broadcast Media Group, consisting of nine network-affiliated television stations, their related Web sites and the digital operating center, for approximately $575 million.

THE NEW YORK TIMES COMPANY
2008 TOTAL COMPANY REVENUES (a)
($ 000's)
             
     
Third Quarter
%

2008

2007

Change

Advertising Revenues
News Media
National $188,666 $212,910 -11.4
Retail 86,507 97,191 -11.0
Classified 82,778 117,157 -29.3
Other Ad Revenue 13,658 14,423 -5.3
Total News Media Group 371,608 441,681 -15.9
 

About Group (b)

26,588 23,362 +13.8
 
Total Ad Revenues from Continuing Operations 398,196 465,043 -14.4
 
Circulation Revenues 225,689 223,420 +1.0

Other Revenues (c)

63,157 65,896 -4.2
 
Total Company Revenues from Continuing Operations $687,042 $754,359 -8.9
 

Discontinued Operations: Broadcast Media Group (d)

0 0 N/A
             
 

(a) Numbers may not add due to rounding.

(b) Includes the Web sites of About.com, ConsumerSearch.com, UCompareHealthCare.com and Calorie-Count.com.

(c) Primarily includes revenues from wholesale delivery operations, news services/syndication, commercial printing, digital archives, direct mail advertising services and rental income.

(d) On May 7, 2007, the Company sold the Broadcast Media Group, consisting of nine network-affiliated television stations, their related Web sites and the digital operating center, for approximately $575 million.


THE NEW YORK TIMES COMPANY

2008 ADVERTISING REVENUES (a)

($ 000's)
                         
           
    September   Year to Date
% %
   

2008

 

2007

 

Change

 

2008

 

2007

 

Change

News Media Group
New York Times Media Group $103,048 $116,753 -11.7 $781,607 $867,774 -9.9
New England Media Group 27,167 32,577 -16.6 240,591 289,414 -16.9
Regional Media Group 19,204 24,657 -22.1 209,212 253,020 -17.3
 
Total News Media Group 149,419 173,986 -14.1 1,231,410 1,410,208 -12.7
 
About Group (b) 8,739 7,878 +10.9 79,502 68,216 +16.5
 
Total Ad Revenues from Continuing Operations $158,158 $181,864 -13.0 $1,310,912 $1,478,425 -11.3
 

Discontinued Operations: Broadcast Media
Group (c)

0 0 N/A 0 45,745 N/A
 
                         
 
(a) Numbers may not add due to rounding.
(b) Includes the Web sites of About.com, ConsumerSearch.com, UCompareHealthCare.com and Calorie-Count.com.
(c) On May 7, 2007, the Company sold the Broadcast Media Group, consisting of nine network-affiliated television stations, their related Web sites and the digital operating center, for approximately $575 million.

THE NEW YORK TIMES COMPANY
2008 ADVERTISING REVENUES (a)
($ 000's)
             
     
Third Quarter
%

2008

2007

Change

News Media Group
New York Times Media Group $234,001 $271,234 -13.7
New England Media Group 74,060 91,838 -19.4
Regional Media Group 63,547 78,609 -19.2
 
Total News Media Group 371,608 441,681 -15.9
 
About Group (b) 26,588 23,362 +13.8
 
Total Ad Revenues from Continuing Operations $398,196 $465,043 -14.4
 
Discontinued Operations: Broadcast Media Group (c) 0 0 N/A
             
 
(a) Numbers may not add due to rounding.
(b) Includes the Web sites of About.com, ConsumerSearch.com, UCompareHealthCare.com and Calorie-Count.com.
(c) On May 7, 2007, the Company sold the Broadcast Media Group, consisting of nine network-affiliated television stations, their related Web sites and the digital operating center, for approximately $575 million.

THE NEW YORK TIMES COMPANY
2008 NEWS MEDIA GROUP AD REVENUE GROWTH
BY CLASSIFIED CATEGORY
   

 

 

 

             
% Change % Change % Change
Sept. '08 Q3 '08 YTD '08

vs. Sept. '07

  vs. Q3 '07   vs. YTD '07
 
Help-Wanted -38.8 -41.2 -36.1
Real Estate -27.0 -29.7 -25.9
Automotive -19.8 -23.4 -20.8
Other -19.7   -13.3   -6.0
Total Classified   -28.2   -29.3   -25.3

CONTACT:
The New York Times Company
Catherine J. Mathis, 212-556-1981
mathis@nytimes.com
or
Paula Schwartz, 212-556-5224
paula.schwartz@nytimes.com

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