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): September 24, 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 September 24, 2012, The New York Times Company, a New York corporation (the “Company”), completed the sale of the Company’s About Group, consisting of About.com, ConsumerSearch.com, CalorieCount.com and related businesses, to IAC/InterActiveCorp, a Delaware corporation (the “Purchaser”), pursuant to a stock purchase agreement (the “Agreement”) dated as of August 26, 2012, between the Company and the Purchaser.

As consideration for the acquisition of the equity of the About Group, the Purchaser paid to the Company approximately $300 million in cash, plus an adjustment in the amount equal to the net working capital of the About Group at closing.

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

The Company will record an after-tax gain on the sale in the fourth quarter of 2012. The Company estimates the net after-tax proceeds from the sale will be approximately $290 million and plans to use the proceeds for general corporate purposes.

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 risks 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 25, 2011. The Company undertakes no obligations to publicly update or revise any forward looking statements 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 June 24, 2012 and unaudited pro forma statements of operations for the six months ended June 24, 2012 and June 26, 2011 and for the fiscal years ended December 25, 2011, December 26, 2010 and December 27, 2009, that reflect the sale of the About Group as a discontinued operation.

(d) Exhibits

Exhibit Number	Description
Exhibit 2.1	Stock Purchase Agreement, dated as of August 26, 2012, between The New York Times Company and IAC/InterActiveCorp (filed as an Exhibit to the Company’s Form 8-K filed on August 29, 2012 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: September 27, 2012
	By:	/s/ Kenneth A. Richieri
		Kenneth A. Richieri
		Senior Vice President and General Counsel

Exhibit Index

Exhibit Number	Description
Exhibit 2.1	Stock Purchase Agreement, dated as of August 26, 2012, between The New York Times Company and IAC/InterActiveCorp (filed as an Exhibit to the Company’s Form 8-K filed on August 29, 2012 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 September 24, 2012, The New York Times Company, a New York corporation (the “Company”), completed the sale (the “Transaction”) of the Company’s About Group, consisting of About.com, ConsumerSearch.com, CalorieCount.com and related businesses, to IAC/InterActiveCorp, a Delaware corporation (the “Purchaser”), pursuant to a stock purchase agreement (the “Agreement”) dated as of August 26, 2012, between the Company and the Purchaser.

The unaudited Pro Forma Condensed Consolidated Balance Sheet as of June 24, 2012 is based on the Company’s balance sheet as of June 24, 2012, after giving effect to the Transaction as if it had occurred as of June 24, 2012. The unaudited Pro Forma Condensed Consolidated Statements of Operations for the 2011, 2010 and 2009 fiscal years and for the six months ended June 24, 2012 and June 26, 2011, give effect to the Transaction as if it had occurred as of December 29, 2008, the first day of the 2009 fiscal year.

The unaudited Pro Forma Condensed Consolidated Statements of Operations for the 2011, 2010 and 2009 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 25, 2011. The unaudited Pro Forma Condensed Consolidated Statements of Operations for the six months ended June 24, 2012 and June 26, 2011, and the unaudited Pro Forma Condensed Consolidated Balance Sheet as of June 24, 2012 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 June 24, 2012. 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 for the 2011, 2010 and 2009 fiscal years also gives effect to the Company’s January 6, 2012 sale of its Regional Media Group, consisting of 16 regional newspapers, other print publications and related businesses, as if it had occurred as of December 29, 2008. The Company’s results of operations for the six months ended June 24, 2012 and June 26, 2011, as included in the Company’s Quarterly Report on Form 10-Q for the quarter ended June 24, 2012, classified the results for the Regional Media Group as discontinued operations for the periods prior to the sale. The sale of the Regional Media Group was previously reported by the Company on a current report on Form 8-K filed January 11, 2012, and the Form 8-K report contained unaudited pro forma financial statement information giving effect to such transaction.

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 Form 10-K for the fiscal year ended December 25, 2011 and its Quarterly Report on Form 10-Q for the quarter ended June 24, 2012, 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 June 24, 2012
	Historical		(1)	Pro forma adjustments for About Group			Pro forma
Assets
Current assets
Cash and cash equivalents	$	290,292		$	315,042	(2)	$	605,334
Short-term investments		279,858			-			279,858
Restricted cash		24,341			-			24,341
Accounts receivable, net		227,932			(18,157)	(3)		209,775
Inventories:
Newsprint and magazine paper		13,589			-			13,589
Other inventory		2,817			-			2,817
Total inventories		16,406			-			16,406
Deferred income taxes		73,055			-			73,055
Other current assets		50,556			(3,230)	(3)		47,326
Total current assets		962,440			293,655			1,256,095
Other assets
Investments in joint ventures		43,541			-			43,541
Property, plant and equipment, net		896,093			(1,755)	(3)		894,338
Intangible assets acquired:
Goodwill, net		291,294			(172,544)	(3)		118,750
Other intangible assets acquired, net		14,793			(14,718)	(3)		75
Total intangible assets acquired		306,087			(187,262)			118,825
Deferred income taxes		348,101			(13,449)	(4)		334,652
Miscellaneous assets		160,544			(10,594)	(3)		149,950
Total assets	$	2,716,806		$	80,595		$	2,797,401
Liabilities and stockholders’ equity
Current liabilities
Accounts payable	$	90,616		$	(3,930)	(3)	$	86,686
Accrued payroll and other related liabilities		81,920			(1,715)	(3)		80,205
Unexpired subscriptions		65,776			-			65,776
Accrued expenses and other		130,419			18,117	(3),(4),(5)		148,536
Current portion of long-term debt and capital lease obligations		74,995			-			74,995
Total current liabilities		443,726			12,472			456,198
Other liabilities
Long-term debt and capital lease obligations		700,820			-			700,820
Pension benefits obligation		848,669			-			848,669
Postretirement benefits obligation		101,397			-			101,397
Other		155,353			-			155,353
Total other liabilities		1,806,239			-			1,806,239
Stockholders’ equity
Common stock of $.10 par value:
Class A – authorized 300,000,000 shares; issued 150,085,772 (including treasury shares 2,836,305)		15,009			-			15,009
Class B – convertible – authorized and issued shares: 818,385 (including treasury shares: none)		82			-			82
Additional paid-in capital		34,278			-			34,278
Retained earnings		1,040,606			68,123	(3),(6)		1,108,729
Common stock held in treasury, at cost		(107,572)			-			(107,572)
Accumulated other comprehensive loss, net of income taxes		(518,631)			-			(518,631)
Total New York Times Company stockholders’ equity		463,772			68,123			531,895
Noncontrolling interest		3,069			-			3,069
Total stockholders’ equity		466,841			68,123			534,964
Total liabilities and stockholders’ equity	$	2,716,806		$	80,595		$	2,797,401

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 Six Months Ended June 24, 2012
	Historical	(7)	Pro forma adjustments for About Group	(8)	Pro forma
Revenues
Advertising	$     482,127		$       46,665		$	435,462
Circulation	460,285		-			460,285
Other	72,176		2,689			69,487
Total revenues	1,014,588		49,354			965,234
Operating costs
Production costs:
Raw materials	66,959		-			66,959
Wages and benefits	221,990		4,948			217,042
Other	136,941		14,401			122,540
Total production costs	425,890		19,349			406,541
Selling, general and administrative costs	460,501		10,667			449,834
Depreciation and amortization	57,473		4,437			53,036
Total operating costs	943,864		34,453			909,411
Impairment of assets	194,732		194,732			-
Operating (loss)/profit	(124,008)		(179,831)			55,823
Gain on sale of investment	55,645		-			55,645
Impairment of investments	4,900		-			4,900
Income from joint ventures	1,050		-			1,050
Interest expense, net	30,916		-			30,916
(Loss)/income from continuing operations before income taxes	(103,129)		(179,831)			76,702
Income tax benefit/(expense)	32,465		62,968			(30,503)
(Loss)/income from continuing operations	(70,664)		(116,863)			46,199
Net loss attributable to the noncontrolling interest	80		-			80
Net (loss)/income attributable to The New York Times Company common stockholders	$      (70,584)		$    (116,863)		$	46,279
Average number of common shares outstanding:
Basic	147,936					147,936
Diluted	147,936					150,669
Basic (loss)/earnings per share	$          (0.48)				$	0.31
Diluted (loss)/earnings per share	$          (0.48)				$	0.31

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 Six Months Ended June 26, 2011
	Historical	(7)	Pro forma adjustments for About Group	(8)	Pro forma
Revenues
Advertising	$   521,035		$      56,051		$	464,984
Circulation	422,316		-			422,316
Other	69,301		2,935			66,366
Total revenues	1,012,652		58,986			953,666
Operating costs
Production costs:
Raw materials	68,375		-			68,375
Wages and benefits	219,914		5,478			214,436
Other	136,565		13,231			123,334
Total production costs	424,854		18,709			406,145
Selling, general and administrative costs	464,661		9,199			455,462
Depreciation and amortization	52,273		5,456			46,817
Total operating costs	941,788		33,364			908,424
Impairment of assets	9,225		-			9,225
Pension withdrawal expense	4,228		-			4,228
Operating profit	57,411		25,622			31,789
Gain on sale of investment	5,898		-			5,898
Loss from joint ventures	2,958		-			2,958
Interest expense, net	49,743		-			49,743
Income/(loss) from continuing operations before income taxes	10,608		25,622			(15,014)
Income tax expense/(benefit)	909		9,840			(8,931)
Income/(loss) from continuing operations	9,699		15,782			(6,083)
Net loss attributable to the noncontrolling interest	298		-			298
Net income/(loss) attributable to The New York Times Company common stockholders	$       9,997		$      15,782		$	(5,785)
Average number of common shares outstanding:
Basic	146,976					146,976
Diluted	152,945					146,976
Basic earnings/(loss) per share	$         0.07				$	(0.04)
Diluted earnings/(loss) per share	$         0.06				$	(0.04)

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 25, 2011
	Historical	(9)	Pro forma adjustments for Regional Media Group	(10)	Pro forma adjustments for About Group	(8)	Pro forma
Revenues
Advertising	$   1,221,497		$     161,831		$    105,135		$	954,531
Circulation	941,468		78,486		-			862,982
Other	160,436		19,628		5,691			135,117
Total revenues	2,323,401		259,945		110,826			1,952,630
Operating costs
Production costs:
Raw materials	161,691		23,069		-			138,622
Wages and benefits	495,607		62,799		10,608			422,200
Other	300,169		23,518		26,904			249,747
Total production costs	957,467		109,386		37,512			810,569
Selling, general and administrative costs	1,019,611		113,981		19,398			886,232
Depreciation and amortization	116,454		11,665		10,565			94,224
Total operating costs	2,093,532		235,032		67,475			1,791,025
Impairment of assets	164,434		152,093		3,116			9,225
Pension withdrawal expense	4,228		-		-			4,228
Other expenses	4,500		-		-			4,500
Operating profit/(loss)	56,707		(127,180)		40,235			143,652
Gain on sale of investments	71,171		-		-			71,171
Income from joint ventures	28		-		-			28
Premium on debt redemption	46,381		-		-			46,381
Interest expense, net	85,243		-		-			85,243
(Loss)/income from continuing operations before income taxes	(3,718)		(127,180)		40,235			83,227
Income tax expense/(benefit)	36,506		(10,879)		15,453			31,932
(Loss)/income from continuing operations	(40,224)		(116,301)		24,782			51,295
Net loss attributable to the noncontrolling interest	555		-		-			555
Net (loss)/income attributable to The New York Times Company common stockholders	$       (39,669)		$    (116,301)		$      24,782		$	51,850
Average number of common shares outstanding:
Basic	147,190							147,190
Diluted	147,190							152,007
Basic (loss)/earnings per share	$           (0.27)						$	0.35
Diluted (loss)/earnings per share	$           (0.27)						$	0.34

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	(9)	Pro forma adjustments for Regional Media Group	(10)	Pro forma adjustments for About Group	(8)	Pro forma
Revenues
Advertising	$        1,300,361		$        177,056		$        129,161		$	994,144
Circulation	931,493		80,416		-			851,077
Other	161,609		19,187		6,916			135,506
Total revenues	2,393,463		276,659		136,077			1,980,727
Operating costs
Production costs:
Raw materials	160,422		23,783		-			136,639
Wages and benefits	498,270		64,511		12,692			421,067
Other	303,086		25,830		28,488			248,768
Total production costs	961,778		114,124		41,180			806,474
Selling, general and administrative costs	1,054,199		122,575		21,715			909,909
Depreciation and amortization	120,950		12,655		11,675			96,620
Total operating costs	2,136,927		249,354		74,570			1,813,003
Impairment of assets	16,148		-		-			16,148
Pension withdrawal expense	6,268		-		-			6,268
Operating profit	234,120		27,305		61,507			145,308
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		61,507			88,409
Income tax expense	68,516		10,783		24,416			33,317
Income from continuing operations	108,705		16,522		37,091			55,092
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		$          37,091		$	54,078
Average number of common shares outstanding:
Basic	145,636							145,636
Diluted	152,600							152,600
Basic earnings per share	$                 0.74						$	0.37
Diluted earnings per share	$                 0.71						$	0.35

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	(9)	Pro forma adjustments for Regional Media Group	(10)	Pro forma adjustments for About Group	(8)	Pro forma
Revenues
Advertising	$1,336,291		$    192,924		$   115,183		$	1,028,184
Circulation	936,486		85,043		-			851,443
Other	167,662		18,956		5,878			142,828
Total revenues	2,440,439		296,923		121,061			2,022,455
Operating costs
Production costs:
Raw materials	166,387		25,126		-			141,261
Wages and benefits	524,782		70,873		12,266			441,643
Other	330,061		29,234		27,882			272,945
Total production costs	1,021,230		125,233		40,148			855,849
Selling, general and administrative costs	1,152,874		132,477		19,474			1,000,923
Depreciation and amortization	133,696		14,893		11,158			107,645
Total operating costs	2,307,800		272,603		70,780			1,964,417
Pension withdrawal expense	78,931		-		-			78,931
Net pension curtailment gain	53,965		-		-			53,965
Loss on leases and other expenses	34,633		-		-			34,633
Impairment of assets	4,179		-		-			4,179
Gain on sale of assets	5,198		5,198		-			-
Operating profit/(loss)	74,059		29,518		50,281			(5,740)
Income from joint ventures	20,667		-		-			20,667
Premium on debt redemption	9,250		-		-			9,250
Interest expense, net	81,701		-		-			81,701
Income/(loss) from continuing operations before income taxes	3,775		29,518		50,281			(76,024)
Income tax expense/(benefit)	2,206		13,122		18,164			(29,080)
Income/(loss) from continuing operations	1,569		16,396		32,117			(46,944)
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		$     32,117		$	(46,954)
Average number of common shares outstanding:
Basic	144,188							144,188
Diluted	146,367							144,188
Basic earnings/(loss) per share	$         0.01						$	(0.33	)
Diluted earnings/(loss) per share	$         0.01						$	(0.33	)

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 June 24, 2012.

  (2) To record receipt of cash from the Purchaser of approximately $315 million (consisting of the $300 million purchase price and a $15 million net working capital adjustment), after giving effect to the Transaction as if it had occurred as of June 24, 2012. On September 24, 2012, when the closing of the Transaction occurred, the net working capital adjustment was approximately $16 million, subject to customary post-closing review and finalization.

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

  (4) Includes income tax expense of approximately $28 million resulting from the sale.

  (5) Includes estimated non-recurring sale and separation costs of approximately $4 million, related primarily to professional fees.

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

($ in thousands)
Purchase price	$	300,000
Closing adjustments		15,042
Cash received	$	315,042
Net assets sold		(214,652)
Sale and separation costs		(3,832)
Income before income taxes		96,558
Income tax expense		(28,435)
Estimated net gain	$	68,123

  (7) Represents results of operations for the six months ended June 24, 2012 and June 26, 2011 as reported in the unaudited Condensed Consolidated Statements of Operations in the Company's Quarterly Report on Form 10-Q for the quarter ended June 24, 2012. On January 6, 2012, the Company completed the sale of its Regional Media Group, consisting of 16 regional newspapers, other print publications and related businesses. The Company’s results of operations for the six months ended June 24, 2012 and June 26, 2011, as included in such Form 10-Q, classified the results for the Regional Media Group as discontinued operations for the periods prior to the sale.

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

  (9) 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 25, 2011.

(10) Represents results of operations for the fiscal years ended December 25, 2011, December 26, 2010 and December 27, 2009 of the Regional Media Group, which was sold by the Company on January 6, 2012. The sale of the Regional Media Group was previously reported in a current report on Form 8-K filed January 11, 2012, and the Form 8-K report included unaudited pro forma financial statement information giving effect to the sale. Tax effects have been determined based on the effective tax rates for the Regional Media Group in effect during the periods presented.