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): January 6, 2012

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 2.01 Completion of Acquisition or Disposition of Assets.

On January 6, 2012, The New York Times Company, a New York corporation (the “Company”), and certain of its subsidiaries, completed the sale of the Company’s Regional Media Group, consisting of 16 regional newspapers, other print publications and related businesses (the “Business”), and all real, personal and mixed, tangible and intangible assets, properties and rights owned, leased and used in connection with the operations of the Business (the “Assets”), to Halifax Media Holdings LLC, a Delaware limited liability company (the “Purchaser”), pursuant to an Asset Purchase Agreement (the “Agreement”) entered into on December 27, 2011, by and among the Company, NYT Holdings, Inc., an Alabama corporation, The Houma Courier Newspaper Corporation, a Delaware corporation, Lakeland Ledger Publishing Corporation, a Florida corporation, The Spartanburg Herald-Journal, Inc., a Delaware corporation, Hendersonville Newspaper Corporation, a North Carolina corporation, The Dispatch Publishing Company, Inc., a North Carolina corporation, and NYT Management Services, Inc., a Delaware corporation (collectively, the “Sellers”), and the Purchaser.

The Regional Media Group comprises the following publications:

• Sarasota Herald-Tribune in Sarasota, Fla.;

• The Press Democrat in Santa Rosa, Calif.;

• The Ledger in Lakeland, Fla.;

• Star-News in Wilmington, N.C.;

• Herald-Journal in Spartanburg, S.C.;

• Star-Banner in Ocala, Fla.;

• The Gainesville Sun in Gainesville, Fla.;

• The Tuscaloosa News in Tuscaloosa, Ala.;

• The Gadsden Times in Gadsden, Ala.;

• The Courier in Houma, La.;

• Times-News in Hendersonville, N.C.;

• Daily Comet in Thibodaux, La.;

• The Dispatch in Lexington, N.C.;

• Petaluma Argus-Courier in Petaluma, Calif.;

• News Chief in Winter Haven, Fla.; and

• North Bay Business Journal in Santa Rosa, Calif.

As consideration for the acquisition of the Assets, the Purchaser paid to the Sellers $143 million in cash, subject to certain post-closing working capital and other adjustments, and assumed certain liabilities of the Sellers, including those relating to existing business contracts. The Company retained pension assets and liabilities and post-retirement obligations related to employees of the Business.

The foregoing description of the disposition does not purport to be complete and is qualified in its entirety by reference to the full text of the Agreement filed as Exhibit 2.1 to this Report on Form 8-K and incorporated by reference herein.

The Company will record an after-tax gain on the sale in the first quarter of 2012. The Company will use the net sale proceeds for general corporate purposes. The Company estimates the net after-tax proceeds from the sale will be approximately $150 million.

Except for the historical information contained herein, the matters discussed in this 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 the various markets, material increases in newsprint prices and the development of digital businesses. They also include risk factors detailed from time to time in the Company’s publicly filed documents, including its Annual Report on Form 10-K for the year ended December 26, 2010. The Company undertakes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise.

Item 9.01 Financial Statements and Exhibits.

(b) Pro Forma Financial Information

Attached hereto as Exhibit 99.1 are the following unaudited pro forma condensed financial statements: unaudited pro forma balance sheet as of September 25, 2011 and unaudited pro forma statements of operations for the nine months ended September 25, 2011 and September 26, 2010 and for the fiscal years ended December 26, 2010, December 27, 2009 and December 28, 2008, that reflect the sale of the Regional Media Group as a discontinued operation.

(d) Exhibits

Exhibit 2.1

Asset Purchase Agreement, dated as of December 27, 2011, by and among NYT Holdings, Inc., The Houma Courier Newspaper Corporation, Lakeland Ledger Publishing Corporation, The Spartanburg Herald-Journal, Inc., Hendersonville Newspaper Corporation, The Dispatch Publishing Company, Inc., NYT Management Services, Inc., The New York Times Company and Halifax Media Holdings LLC (filed as an Exhibit to the Company’s Form 8-K filed on December 27, 2011 and incorporated by reference herein).

Exhibit 99.1

Unaudited pro forma financial statement information.

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: January 11, 2012	By:	/s/ Kenneth A. Richieri
		Kenneth A. Richieri
		Senior Vice President and General Counsel

Exhibit List

Exhibit 2.1

Asset Purchase Agreement, dated as of December 27, 2011, by and among NYT Holdings, Inc., The Houma Courier Newspaper Corporation, Lakeland Ledger Publishing Corporation, The Spartanburg Herald-Journal, Inc., Hendersonville Newspaper Corporation, The Dispatch Publishing Company, Inc., NYT Management Services, Inc., The New York Times Company and Halifax Media Holdings LLC (filed as an Exhibit to the Company’s Form 8-K dated December 27, 2011 and incorporated by reference herein).

Exhibit 99.1

Unaudited pro forma financial statement information.

EX-99.1

Exhibit 99.1

THE NEW YORK TIMES COMPANY

UNAUDITED PRO FORMA FINANCIAL STATEMENT INFORMATION

On January 6, 2012, The New York Times Company (the “Company”) and certain of its subsidiaries completed the sale (the “Transaction”) of substantially all of the assets of the Company’s Regional Media Group, consisting of 16 regional newspapers, other print publications and related businesses (the “Business”), and all real, personal and mixed, tangible and intangible assets, properties and rights owned, leased and used in connection with the operation of the Business to Halifax Media Holdings LLC (the “Purchaser”), pursuant to the terms of an Asset Purchase Agreement (the “Agreement”) dated as of December 27, 2011.

The Company received cash consideration in the amount of $143 million, subject to certain working capital and other adjustments pursuant to the Agreement.

The unaudited Pro Forma Condensed Consolidated Balance Sheet as of September 25, 2011 is based on the Company’s balance sheet as of September 25, 2011, after giving effect to the Transaction as if it had occurred as of September 25, 2011. The unaudited Pro Forma Condensed Consolidated Statements of Operations for the 2010, 2009 and 2008 fiscal years and for the nine months ended September 25, 2011 and September 26, 2010, give effect to the Transaction as if it had occurred on December 31, 2007.

The unaudited Pro Forma Condensed Consolidated Statements of Operations for the 2010, 2009 and 2008 fiscal years have been derived from the audited Consolidated Financial Statements of the Company included in its Annual Report on Form 10-K for the fiscal year ended December 26, 2010. The unaudited Pro Forma Condensed Consolidated Statements of Operations for the nine months ended September 25, 2011 and September 26, 2010, and the unaudited Pro Forma Condensed Consolidated Balance Sheet as of September 25, 2011 have been derived from the unaudited Condensed Consolidated Financial Statements of the Company included in its Quarterly Report on Form 10-Q for the quarter ended September 25, 2011. The unaudited pro forma financial statement information is based upon available information and assumptions that the Company believes are reasonable.

The unaudited pro forma financial statement information has been provided for informational purposes only. The pro forma information is not necessarily indicative of what the Company’s financial position or results of operations actually would have been had the Transaction occurred as of the dates indicated. In addition, the unaudited pro forma financial statement information does not purport to project the future financial position or operating results of the Company. The unaudited pro forma financial statement information, including the notes thereto, should be read in conjunction with the historical financial statements of the Company included in its Annual Report on 10-K for the fiscal year ended December 26, 2010 and its Quarterly Report on Form 10-Q for the quarter ended September 25, 2011, that have been filed with the Securities and Exchange Commission.

THE NEW YORK TIMES COMPANY

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET

($ in thousands, except share data)

	As of September 25, 2011
		Historical	(1)		Pro forma   adjustments			Pro forma
Assets
Current assets
Cash and cash equivalents	$	93,685		$	138,112	(2)	$	231,797
Short-term investments		169,764			-			169,764
Restricted cash		28,628			-			28,628
Accounts receivable, net		250,921			(20,779	)(3)		230,142
Inventories:
Newsprint and magazine paper		14,956			(2,403	)(3)		12,553
Other inventory		4,060			(1,036	)(3)		3,024
Total inventories		19,016			(3,439	)		15,577
Deferred income taxes		68,875			-			68,875
Other current assets		49,186			(1,849	)(3)		47,337
Total current assets		680,075			112,045			792,120
Other assets
Investments in joint ventures		85,206			-			85,206
Property, plant and equipment, net		1,099,734			(150,757	)(3)		948,977
Intangible assets acquired:
Goodwill, net		491,944			-			491,944
Other intangible assets acquired, net		22,239			(359	)(3)		21,880
Total intangible assets acquired		514,183			(359	)		513,824
Deferred income taxes		273,946			26,111	(4)		300,057
Miscellaneous assets		181,817			(283	)(3)		181,534
Total assets	$	2,834,961		$	(13,243	)	$	2,821,718
Liabilities and stockholders’ equity
Current liabilities
Accounts payable	$	102,298		$	(5,271	)(3)	$	97,027
Accrued payroll and other related liabilities		104,494			(54	)(3)		104,440
Unexpired subscriptions		75,046			(11,642	)(3)		63,404
Accrued expenses and other		158,484			(12,152	)(3),(4),(5)		146,332
Total current liabilities		440,322			(29,119	)		411,203
Other liabilities
Long-term debt and capital lease obligations		771,991			-			771,991
Pension benefits obligation		707,710			-			707,710
Postretirement benefits obligation		127,812			-			127,812
Other		194,444			(705	)(3)		193,739
Total other liabilities		1,801,957			(705	)		1,801,252
Stockholders’ equity
Common stock of $.10 par value:
Class A – authorized 300,000,000 shares; issued 149,967,099 (including treasury shares 3,340,711)		14,997			-			14,997
Class B – convertible – authorized and issued shares: 818,885 (including treasury shares: none)		82			-			82
Additional paid-in capital		42,029			-			42,029
Retained earnings		1,027,680			26,484	(3),(6)		1,054,164
Common stock held in treasury, at cost		(119,534	)		-			(119,534	)
Accumulated other comprehensive loss, net of income taxes		(376,206	)		(9,903	)(7)		(386,109	)
Total New York Times Company stockholders’ equity		589,048			16,581			605,629
Noncontrolling interest		3,634			-			3,634
Total stockholders’ equity		592,682			16,581			609,263
Total liabilities and stockholders’ equity	$	2,834,961		$	(13,243	)	$	2,821,718

See accompanying notes to unaudited pro forma condensed financial statements.

THE NEW YORK TIMES COMPANY

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

($ in thousands, except share data)

	For the Nine Months Ended September 25, 2011
		Historical	(8)		Pro forma       adjustments	(9)		Pro forma
Revenues
Advertising	$	862,954		$	116,973		$	745,981
Circulation		699,898			58,981			640,917
Other		117,589			14,542			103,047
Total revenues		1,680,441			190,496			1,489,945
Operating costs
Production costs:
Raw materials		118,040			16,943			101,097
Wages and benefits		373,127			47,644			325,483
Other		222,211			17,528			204,683
Total production costs		713,378			82,115			631,263
Selling, general and administrative costs		763,878			85,306			678,572
Depreciation and amortization		87,597			8,822			78,775
Total operating costs		1,564,853			176,243			1,388,610
Impairment of assets		161,318			152,093			9,225
Pension withdrawal expense		4,228			-			4,228
Operating (loss)/profit		(49,958	)		(137,840	)		87,882
Gain on sale of investments		71,171			-			71,171
Loss from joint ventures		(4,026	)		-			(4,026	)
Premium on debt redemption		46,381			-			46,381
Interest expense, net		69,782			-			69,782
(Loss)/income from continuing operations before income taxes		(98,976	)		(137,840	)		38,864
Income tax expense/(benefit)		153			(16,815	)		16,968
(Loss)/income from continuing operations		(99,129	)		(121,025	)		21,896
Net loss attributable to the noncontrolling interest		515			-			515
Net (loss)/income attributable to The New York Times Company common stockholders	$	(98,614	)	$	(121,025	)	$	22,411
Average number of common shares outstanding:
Basic		147,103						147,103
Diluted		147,103						152,424
Basic (loss)/earnings per share	$	(0.67	)				$	0.15
Diluted (loss)/earnings per share	$	(0.67	)				$	0.15

See accompanying notes to unaudited pro forma condensed financial statements.

THE NEW YORK TIMES COMPANY

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

($ in thousands, except share data)

	For the Nine Months Ended September 26, 2010
		Historical	(8)		Pro forma       adjustments	(9)		Pro forma
Revenues
Advertising	$	914,518		$	129,339		$	785,179
Circulation		700,819			60,649			640,170
Other		116,450			14,192			102,258
Total revenues		1,731,787			204,180			1,527,607
Operating costs
Production costs:
Raw materials		114,962			17,197			97,765
Wages and benefits		376,204			49,896			326,308
Other		223,869			19,108			204,761
Total production costs		715,035			86,201			628,834
Selling, general and administrative costs		781,044			89,974			691,070
Depreciation and amortization		90,816			9,526			81,290
Total operating costs		1,586,895			185,701			1,401,194
Impairment of assets		16,148			-			16,148
Pension withdrawal expense		6,268			-			6,268
Operating profit		122,476			18,479			103,997
Gain on sale of investment		9,128			-			9,128
Income from joint ventures		22,271			-			22,271
Interest expense, net		61,825			-			61,825
Income from continuing operations before income taxes		92,050			18,479			73,571
Income tax expense		50,444			7,853			42,591
Income from continuing operations		41,606			10,626			30,980
Net income attributable to the noncontrolling interest		(1,054	)		-			(1,054	)
Net income attributable to The New York Times Company common stockholders	$	40,552		$	10,626		$	29,926
Average number of common shares outstanding:
Basic		145,533						145,533
Diluted		153,092						153,092
Basic earnings per share	$	0.28					$	0.21
Diluted earnings per share	$	0.26					$	0.20

See accompanying notes to unaudited pro forma condensed financial statements.

THE NEW YORK TIMES COMPANY

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

($ in thousands, except share data)

	Year Ended December 26, 2010
		Historical	(10)		Pro forma       adjustments	(9)		Pro forma
Revenues
Advertising	$	1,300,361		$	177,056		$	1,123,305
Circulation		931,493			80,416			851,077
Other		161,609			19,187			142,422
Total revenues		2,393,463			276,659			2,116,804
Operating costs
Production costs:
Raw materials		160,422			23,783			136,639
Wages and benefits		498,270			64,511			433,759
Other		303,086			25,830			277,256
Total production costs		961,778			114,124			847,654
Selling, general and administrative costs		1,054,199			122,575			931,624
Depreciation and amortization		120,950			12,655			108,295
Total operating costs		2,136,927			249,354			1,887,573
Impairment of assets		16,148			-			16,148
Pension withdrawal expense		6,268			-			6,268
Operating profit		234,120			27,305			206,815
Gain on sale of investment		9,128			-			9,128
Income from joint ventures		19,035			-			19,035
Interest expense, net		85,062			-			85,062
Income from continuing operations before income taxes		177,221			27,305			149,916
Income tax expense		68,516			10,783			57,733
Income from continuing operations		108,705			16,522			92,183
Net income attributable to the noncontrolling interest		(1,014	)		-			(1,014	)
Net income attributable to The New York Times Company common stockholders	$	107,691		$	16,522		$	91,169
Average number of common shares outstanding:
Basic		145,636						145,636
Diluted		152,600						152,600
Basic earnings per share	$	0.74					$	0.63
Diluted earnings per share	$	0.71					$	0.60

See accompanying notes to unaudited pro forma condensed financial statements.

THE NEW YORK TIMES COMPANY

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

($ in thousands, except share data)

	Year Ended December 27, 2009
		Historical	(10)		Pro forma       adjustments	(9)		Pro forma
Revenues
Advertising	$	1,336,291		$	192,924		$	1,143,367
Circulation		936,486			85,043			851,443
Other		167,662			18,956			148,706
Total revenues		2,440,439			296,923			2,143,516
Operating costs
Production costs:
Raw materials		166,387			25,126			141,261
Wages and benefits		524,782			70,873			453,909
Other		330,061			29,234			300,827
Total production costs		1,021,230			125,233			895,997
Selling, general and administrative costs		1,152,874			132,477			1,020,397
Depreciation and amortization		133,696			14,893			118,803
Total operating costs		2,307,800			272,603			2,035,197
Impairment of assets		4,179			-			4,179
Pension withdrawal expense		78,931			-			78,931
Net pension curtailment gain		53,965			-			53,965
Loss on leases and other		34,633			-			34,633
Gain on sale of assets		5,198			5,198			-
Operating profit		74,059			29,518			44,541
Income from joint ventures		20,667			-			20,667
Interest expense, net		81,701			-			81,701
Premium on debt redemption		9,250			-			9,250
Income/(loss) from continuing operations before income taxes		3,775			29,518			(25,743	)
Income tax expense/(benefit)		2,206			13,122			(10,916	)
Income/(loss) from continuing operations		1,569			16,396			(14,827	)
Net income attributable to the noncontrolling interest		(10	)		-			(10	)
Net income/(loss) attributable to The New York Times Company common stockholders	$	1,559		$	16,396		$	(14,837	)
Average number of common shares outstanding:
Basic		144,188						144,188
Diluted		146,367						144,188
Basic earnings/(loss) per share	$	0.01					$	(0.10	)
Diluted earnings/(loss) per share	$	0.01					$	(0.10	)

See accompanying notes to unaudited pro forma condensed financial statements.

THE NEW YORK TIMES COMPANY

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

($ in thousands, except share data)

	Year Ended December 28, 2008
		Historical	(10)		Pro forma       adjustments	(9)		Pro forma
Revenues
Advertising	$	1,771,033		$	276,463		$	1,494,570
Circulation		910,154			87,824			822,330
Other		258,577			19,978			238,599
Total revenues		2,939,764			384,265			2,555,499
Operating costs
Production costs:
Raw materials		250,843			37,521			213,322
Wages and benefits		620,573			89,935			530,638
Other		438,927			33,127			405,800
Total production costs		1,310,343			160,583			1,149,760
Selling, general and administrative costs		1,328,432			152,498			1,175,934
Depreciation and amortization		144,301			17,015			127,286
Total operating costs		2,783,076			330,096			2,452,980
Impairment of assets		197,879			-			197,879
Operating (loss)/profit		(41,191	)		54,169			(95,360	)
Income from joint ventures		17,062			-			17,062
Interest expense, net		47,790			-			47,790
(Loss)/income from continuing operations before income taxes		(71,919	)		54,169			(126,088	)
Income tax (benefit)/expense		(5,979	)		20,629			(26,608	)
(Loss)/income from continuing operations		(65,940	)		33,540			(99,480	)
Net income attributable to the noncontrolling interest		(501	)		-			(501	)
Net (loss)/income attributable to The New York Times Company common stockholders	$	(66,441	)	$	33,540		$	(99,981	)
Average number of common shares outstanding:
Basic		143,777						143,777
Diluted		143,777						143,777
Basic loss per share	$	(0.46	)				$	(0.70	)
Diluted loss per share	$	(0.46	)				$	(0.70	)

See accompanying notes to unaudited pro forma condensed financial statements.

THE NEW YORK TIMES COMPANY

NOTES TO UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL

STATEMENTS

(1) Represents balances as reported in the unaudited Condensed Consolidated Balance Sheet included in the Company’s quarterly report on Form 10-Q for the quarter ended September 25, 2011.

(2) To record receipt of cash from the Purchaser of approximately $138 million. See note 6.

(3) To eliminate assets, liabilities and retained earnings related to the Regional Media Group.

(4) To record the income tax benefit of approximately $30 million resulting from the sale. The tax benefit in excess of the loss before income taxes is due to a tax deduction for goodwill.

(5) To record estimated non-recurring sale and separation costs of approximately $2 million, related primarily to severance costs.

(6) Represents the estimated gain on the sale to be recorded in the first quarter of 2012, computed as follows:

($ in thousands)
Purchase price	$	143,000
Closing adjustments		(4,888	)
Cash received	$	138,112
Net assets sold		(156,390	)
Curtailment gain		17,000
Sale and separation costs		(2,280	)
Loss before income taxes		(3,558	)
Income tax benefit		(30,042	)
Estimated net gain	$	26,484

(7) Represents an estimated curtailment gain of approximately $10 million (net of taxes) associated with the Company’s retiree medical plan. The sale resulted in a significant reduction to the expected years of future service from current employees, resulting in the curtailment.

(8) Represents results of operations as reported in the unaudited Condensed Consolidated Statements of Operations in the Company’s quarterly report on Form 10-Q for the quarter ended September 25, 2011.

(9) Represents results of operations of the Regional Media Group. Tax effects have been determined based on the effective tax rates for the Regional Media Group in effect during the periods presented.

(10) Represents results of operations as reported in the audited Consolidated Statements of Operations in the Company’s Annual Report on Form 10-K for the year ended December 26, 2010.