|
New York
|
|
13-1102020
|
(State or other jurisdiction of
incorporation or organization)
|
|
(I.R.S. Employer
Identification No.)
|
Title of each class
|
|
Trading Symbol(s)
|
|
Name of each exchange on which registered
|
Class A Common Stock
|
|
NYT
|
|
New York Stock Exchange
|
Large accelerated filer
|
☒
|
Accelerated filer
|
☐
|
Non-accelerated filer
|
☐
|
Smaller reporting company
|
☐
|
Emerging growth company
|
☐
|
|
|
Class A Common Stock
|
165,860,725
|
|
shares
|
Class B Common Stock
|
803,404
|
|
shares
|
|
|
|
|
|
|
||
PART I
|
|
|
|
Financial Information
|
|
|
Item
|
1
|
|
Financial Statements
|
|
||
|
|
|
Condensed Consolidated Balance Sheets as of March 29, 2020 (unaudited) and December 29, 2019
|
|
||
|
|
|
Condensed Consolidated Statements of Operations (unaudited) for the quarters ended March 29, 2020 and March 31, 2019
|
|
||
|
|
|
Condensed Consolidated Statements of Comprehensive Income (unaudited) for the quarters ended March 29, 2020 and March 31, 2019
|
|
||
|
|
|
Condensed Consolidated Statements of Changes In Stockholders’ Equity (unaudited) for the quarters ended March 29, 2020 and March 31, 2019
|
|
||
|
|
|
Condensed Consolidated Statements of Cash Flows (unaudited) for the quarters ended March 29, 2020 and March 31, 2019
|
|
||
|
|
|
Notes to the Condensed Consolidated Financial Statements
|
|
||
Item
|
2
|
|
Management’s Discussion and Analysis of Financial Condition and Results of Operations
|
|
||
Item
|
3
|
|
Quantitative and Qualitative Disclosures about Market Risk
|
|
||
Item
|
4
|
|
Controls and Procedures
|
|
||
|
|
|||||
PART II
|
|
|
|
Other Information
|
|
|
Item
|
1
|
|
Legal Proceedings
|
|
||
Item
|
1A
|
|
Risk Factors
|
|
||
Item
|
2
|
|
Unregistered Sales of Equity Securities and Use of Proceeds
|
|
||
Item
|
6
|
|
Exhibits
|
|
|
|
March 29, 2020
|
|
|
December 29, 2019
|
|
||
|
|
(Unaudited)
|
|
|
||||
Assets
|
|
|
|
|
||||
Current assets
|
|
|
|
|
||||
Cash and cash equivalents
|
|
$
|
218,316
|
|
|
$
|
230,431
|
|
Short-term marketable securities
|
|
216,658
|
|
|
201,785
|
|
||
Accounts receivable (net of allowances of $14,617 in 2020 and $14,358 in 2019)
|
|
157,680
|
|
|
213,402
|
|
||
Prepaid expenses
|
|
29,834
|
|
|
29,089
|
|
||
Other current assets
|
|
31,209
|
|
|
42,124
|
|
||
Total current assets
|
|
653,697
|
|
|
716,831
|
|
||
Other assets
|
|
|
|
|
||||
Long-term marketable securities
|
|
251,926
|
|
|
251,696
|
|
||
Property, plant and equipment (less accumulated depreciation and amortization of $963,664 in 2020 and $950,881 in 2019)
|
|
622,113
|
|
|
627,121
|
|
||
Goodwill
|
|
138,450
|
|
|
138,674
|
|
||
Deferred income taxes
|
|
113,480
|
|
|
115,229
|
|
||
Miscellaneous assets
|
|
243,804
|
|
|
239,587
|
|
||
Total assets
|
|
$
|
2,023,470
|
|
|
$
|
2,089,138
|
|
|
|
March 29, 2020
|
|
|
December 29, 2019
|
|
||
|
|
(Unaudited)
|
|
|
||||
Liabilities and stockholders’ equity
|
|
|
|
|
||||
Current liabilities
|
|
|
|
|
||||
Accounts payable
|
|
$
|
99,162
|
|
|
$
|
116,571
|
|
Accrued payroll and other related liabilities
|
|
60,581
|
|
|
108,865
|
|
||
Unexpired subscriptions revenue
|
|
99,116
|
|
|
88,419
|
|
||
Accrued expenses and other
|
|
112,185
|
|
|
123,840
|
|
||
Total current liabilities
|
|
371,044
|
|
|
437,695
|
|
||
Other liabilities
|
|
|
|
|
||||
Pension benefits obligation
|
|
304,251
|
|
|
313,655
|
|
||
Postretirement benefits obligation
|
|
36,497
|
|
|
37,688
|
|
||
Other
|
|
118,104
|
|
|
126,237
|
|
||
Total other liabilities
|
|
458,852
|
|
|
477,580
|
|
||
Stockholders’ equity
|
|
|
|
|
||||
Common stock of $.10 par value:
|
|
|
|
|
||||
Class A – authorized: 300,000,000 shares; issued: 2020 – 174,723,526; 2019 – 174,242,668 (including treasury shares: 2020 – 8,870,801; 2019 – 8,870,801)
|
|
17,472
|
|
|
17,424
|
|
||
Class B – convertible – authorized and issued shares: 2020 – 803,404; 2019 – 803,404
|
|
80
|
|
|
80
|
|
||
Additional paid-in capital
|
|
199,933
|
|
|
208,028
|
|
||
Retained earnings
|
|
1,635,473
|
|
|
1,612,658
|
|
||
Common stock held in treasury, at cost
|
|
(171,211
|
)
|
|
(171,211
|
)
|
||
Accumulated other comprehensive loss, net of income taxes:
|
|
|
|
|
||||
Foreign currency translation adjustments
|
|
3,252
|
|
|
3,438
|
|
||
Funded status of benefit plans
|
|
(494,383
|
)
|
|
(498,986
|
)
|
||
Net unrealized gain on available-for-sale securities
|
|
1,098
|
|
|
572
|
|
||
Total accumulated other comprehensive loss, net of income taxes
|
|
(490,033
|
)
|
|
(494,976
|
)
|
||
Total New York Times Company stockholders’ equity
|
|
1,191,714
|
|
|
1,172,003
|
|
||
Noncontrolling interest
|
|
1,860
|
|
|
1,860
|
|
||
Total stockholders’ equity
|
|
1,193,574
|
|
|
1,173,863
|
|
||
Total liabilities and stockholders’ equity
|
|
$
|
2,023,470
|
|
|
$
|
2,089,138
|
|
|
|
For the Quarters Ended
|
||||||
|
|
March 29, 2020
|
|
|
March 31, 2019
|
|
||
|
|
(13 weeks)
|
||||||
Revenues
|
|
|
|
|
||||
Subscription
|
|
$
|
285,434
|
|
|
$
|
270,810
|
|
Advertising
|
|
106,137
|
|
|
125,088
|
|
||
Other
|
|
52,065
|
|
|
43,164
|
|
||
Total revenues
|
|
443,636
|
|
|
439,062
|
|
||
Operating costs
|
|
|
|
|
||||
Cost of revenue (excluding depreciation and amortization)
|
|
243,672
|
|
|
239,359
|
|
||
Sales and marketing
|
|
73,796
|
|
|
74,820
|
|
||
Product development
|
|
30,802
|
|
|
23,728
|
|
||
General and administrative
|
|
52,861
|
|
|
51,639
|
|
||
Depreciation and amortization
|
|
15,185
|
|
|
14,918
|
|
||
Total operating costs
|
|
416,316
|
|
|
404,464
|
|
||
Operating profit
|
|
27,320
|
|
|
34,598
|
|
||
Other components of net periodic benefit costs
|
|
2,314
|
|
|
1,835
|
|
||
Interest income/(expense) and other, net
|
|
13,854
|
|
|
(1,303
|
)
|
||
Income from continuing operations before income taxes
|
|
38,860
|
|
|
31,460
|
|
||
Income tax expense
|
|
6,006
|
|
|
1,304
|
|
||
Net income
|
|
32,854
|
|
|
30,156
|
|
||
Net income attributable to The New York Times Company common stockholders
|
|
$
|
32,854
|
|
|
$
|
30,156
|
|
Average number of common shares outstanding:
|
|
|
|
|
||||
Basic
|
|
166,549
|
|
|
165,674
|
|
||
Diluted
|
|
167,845
|
|
|
167,129
|
|
||
Basic earnings per share attributable to The New York Times Company common stockholders
|
|
$
|
0.20
|
|
|
$
|
0.18
|
|
Diluted earnings per share attributable to The New York Times Company common stockholders
|
|
$
|
0.20
|
|
|
$
|
0.18
|
|
Dividends declared per share
|
|
$
|
0.06
|
|
|
$
|
0.05
|
|
|
|
For the Quarters Ended
|
||||||
|
|
March 29, 2020
|
|
|
March 31, 2019
|
|
||
|
|
(13 weeks)
|
||||||
Net income
|
|
$
|
32,854
|
|
|
$
|
30,156
|
|
Other comprehensive income, before tax:
|
|
|
|
|
||||
Loss on foreign currency translation adjustments
|
|
(254
|
)
|
|
(1,649
|
)
|
||
Pension and postretirement benefits obligation
|
|
6,397
|
|
|
4,896
|
|
||
Net unrealized gain on available-for-sale securities
|
|
715
|
|
|
2,074
|
|
||
Other comprehensive income, before tax
|
|
6,858
|
|
|
5,321
|
|
||
Income tax expense
|
|
1,915
|
|
|
1,399
|
|
||
Other comprehensive income, net of tax
|
|
4,943
|
|
|
3,922
|
|
||
Comprehensive income attributable to The New York Times Company common stockholders
|
|
$
|
37,797
|
|
|
$
|
34,078
|
|
|
Capital Stock -
Class A
and
Class B Common
|
Additional
Paid-in
Capital
|
Retained
Earnings
|
Common
Stock
Held in
Treasury,
at Cost
|
Accumulated
Other
Comprehensive
Loss, Net of
Income
Taxes
|
Total
New York
Times
Company
Stockholders’
Equity
|
Non-
controlling
Interest
|
Total
Stock-
holders’
Equity
|
|||||||||||||||||
Balance, December 30, 2018
|
$
|
17,396
|
|
$
|
206,316
|
|
$
|
1,506,004
|
|
$
|
(171,211
|
)
|
$
|
(517,724
|
)
|
$
|
1,040,781
|
|
$
|
1,860
|
|
$
|
1,042,641
|
|
|
Net income
|
—
|
|
—
|
|
30,156
|
|
—
|
|
—
|
|
30,156
|
|
—
|
|
30,156
|
|
|||||||||
Dividends
|
—
|
|
—
|
|
(8,301
|
)
|
—
|
|
—
|
|
(8,301
|
)
|
—
|
|
(8,301
|
)
|
|||||||||
Other comprehensive income
|
—
|
|
—
|
|
—
|
|
—
|
|
3,922
|
|
3,922
|
|
—
|
|
3,922
|
|
|||||||||
Issuance of shares:
|
|
|
|
|
|
|
|
|
|||||||||||||||||
Stock options – 279,510 Class A shares
|
28
|
|
2,937
|
|
—
|
|
—
|
|
—
|
|
2,965
|
|
—
|
|
2,965
|
|
|||||||||
Restricted stock units vested – 161,120 Class A shares
|
16
|
|
(3,468
|
)
|
—
|
|
—
|
|
—
|
|
(3,452
|
)
|
—
|
|
(3,452
|
)
|
|||||||||
Performance-based awards – 418,491 Class A shares
|
42
|
|
(11,966
|
)
|
—
|
|
—
|
|
—
|
|
(11,924
|
)
|
—
|
|
(11,924
|
)
|
|||||||||
Stock-based compensation
|
—
|
|
3,807
|
|
—
|
|
—
|
|
—
|
|
3,807
|
|
—
|
|
3,807
|
|
|||||||||
Balance, March 31, 2019
|
$
|
17,482
|
|
$
|
197,626
|
|
$
|
1,527,859
|
|
$
|
(171,211
|
)
|
$
|
(513,802
|
)
|
$
|
1,057,954
|
|
$
|
1,860
|
|
$
|
1,059,814
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
Balance, December 29, 2019
|
$
|
17,504
|
|
$
|
208,028
|
|
$
|
1,612,658
|
|
$
|
(171,211
|
)
|
$
|
(494,976
|
)
|
$
|
1,172,003
|
|
$
|
1,860
|
|
$
|
1,173,863
|
|
|
Net income
|
—
|
|
—
|
|
32,854
|
|
—
|
|
—
|
|
32,854
|
|
—
|
|
32,854
|
|
|||||||||
Dividends
|
—
|
|
—
|
|
(10,039
|
)
|
—
|
|
—
|
|
(10,039
|
)
|
—
|
|
(10,039
|
)
|
|||||||||
Other comprehensive income
|
—
|
|
—
|
|
—
|
|
—
|
|
4,943
|
|
4,943
|
|
—
|
|
4,943
|
|
|||||||||
Issuance of shares:
|
|
|
|
|
|
|
|
|
|||||||||||||||||
Stock options – 88,775 Class A shares
|
9
|
|
922
|
|
—
|
|
—
|
|
—
|
|
931
|
|
—
|
|
931
|
|
|||||||||
Restricted stock units vested – 134,985 Class A shares
|
13
|
|
(3,622
|
)
|
—
|
|
—
|
|
—
|
|
(3,609
|
)
|
—
|
|
(3,609
|
)
|
|||||||||
Performance-based awards – 257,098 Class A shares
|
26
|
|
(7,850
|
)
|
—
|
|
—
|
|
—
|
|
(7,824
|
)
|
—
|
|
(7,824
|
)
|
|||||||||
Stock-based compensation
|
—
|
|
2,455
|
|
—
|
|
—
|
|
—
|
|
2,455
|
|
—
|
|
2,455
|
|
|||||||||
Balance, March 29, 2020
|
$
|
17,552
|
|
$
|
199,933
|
|
$
|
1,635,473
|
|
$
|
(171,211
|
)
|
$
|
(490,033
|
)
|
$
|
1,191,714
|
|
$
|
1,860
|
|
$
|
1,193,574
|
|
|
|
For the Quarters Ended
|
||||||
|
|
March 29, 2020
|
|
|
March 31, 2019
|
|
||
|
|
(13 weeks)
|
||||||
Cash flows from operating activities
|
|
|
|
|
||||
Net income
|
|
$
|
32,854
|
|
|
$
|
30,156
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
||||
Depreciation and amortization
|
|
15,185
|
|
|
14,918
|
|
||
Amortization of right of use asset
|
|
2,347
|
|
|
1,691
|
|
||
Stock-based compensation expense
|
|
2,455
|
|
|
3,827
|
|
||
Gain on non-marketable equity investment
|
|
(10,074
|
)
|
|
(1,886
|
)
|
||
Long-term retirement benefit obligations
|
|
(4,469
|
)
|
|
(5,754
|
)
|
||
Fair market value adjustment on life insurance products
|
|
3,469
|
|
|
(1,428
|
)
|
||
Other-net
|
|
3,064
|
|
|
(7,280
|
)
|
||
Changes in operating assets and liabilities:
|
|
|
|
|
||||
Accounts receivable-net
|
|
55,722
|
|
|
42,409
|
|
||
Other assets
|
|
6,826
|
|
|
(4,329
|
)
|
||
Accounts payable, accrued payroll and other liabilities
|
|
(79,225
|
)
|
|
(55,835
|
)
|
||
Unexpired subscriptions
|
|
10,697
|
|
|
8,695
|
|
||
Net cash provided by operating activities
|
|
38,851
|
|
|
25,184
|
|
||
Cash flows from investing activities
|
|
|
|
|
||||
Purchases of marketable securities
|
|
(142,024
|
)
|
|
(112,029
|
)
|
||
Maturities of marketable securities
|
|
127,291
|
|
|
108,792
|
|
||
Business acquisitions
|
|
(8,055
|
)
|
|
—
|
|
||
Proceeds from sale of investments – net
|
|
2,965
|
|
|
41
|
|
||
Capital expenditures
|
|
(15,217
|
)
|
|
(10,473
|
)
|
||
Other-net
|
|
1,617
|
|
|
689
|
|
||
Net cash used in investing activities
|
|
(33,423
|
)
|
|
(12,980
|
)
|
||
Cash flows from financing activities
|
|
|
|
|
||||
Long-term obligations:
|
|
|
|
|
||||
Repayment of debt and finance lease obligations
|
|
—
|
|
|
(138
|
)
|
||
Dividends paid
|
|
(8,344
|
)
|
|
(6,601
|
)
|
||
Capital shares:
|
|
|
|
|
||||
Proceeds from stock option exercises
|
|
931
|
|
|
2,965
|
|
||
Share-based compensation tax withholding
|
|
(11,432
|
)
|
|
(15,376
|
)
|
||
Net cash used in financing activities
|
|
(18,845
|
)
|
|
(19,150
|
)
|
||
Net decrease in cash, cash equivalents and restricted cash
|
|
(13,417
|
)
|
|
(6,946
|
)
|
||
Effect of exchange rate changes on cash
|
|
32
|
|
|
(338
|
)
|
||
Cash, cash equivalents and restricted cash at the beginning of the period
|
|
247,518
|
|
|
259,799
|
|
||
Cash, cash equivalents and restricted cash at the end of the period
|
|
$
|
234,133
|
|
|
$
|
252,515
|
|
Accounting Standard Update(s)
|
Topic
|
Effective Period
|
Summary
|
2018-15
|
Intangibles—Goodwill and Other—Internal-Use Software
|
Fiscal years beginning after December 15, 2019, and interim periods within those fiscal years. Early adoption is permitted.
|
Clarifies the accounting for implementation costs in cloud computing arrangements. The standard provides that implementation costs be evaluated for capitalization using the same criteria as that used for internal-use software development costs, with amortization expense being recorded in the same income statement expense line as the hosted service costs and over the expected term of the hosting arrangement. The Company adopted this ASU prospectively on December 30, 2019 and will include capitalized implementation costs in Miscellaneous assets in the Company’s Condensed Consolidated Balance Sheet and within Total operating costs in the Condensed Consolidated Statement of Operations. The adoption did not have a material impact on the Company’s consolidated financial statements.
|
2018-13
|
Fair Value Measurement (Topic 820) Disclosure Framework
|
Fiscal years beginning after December 15, 2019, and interim periods within those fiscal years. Early adoption is permitted.
|
Modifies the disclosure requirements on fair value measurements. The amendments of disclosures related to changes in unrealized gains and losses, the range and weighted average of significant unobservable inputs used to develop Level 3 fair value measurements, and the narrative description of measurement uncertainty should be applied prospectively for only the most recent interim or annual period presented in the initial fiscal year of adoption. All other amendments should be applied retrospectively to all periods presented upon their effective date. The Company adopted this ASU on December 30, 2019. The adoption did not have a material impact on the Company’s disclosures.
|
2016-13
2018-19 2019-04 |
Financial Instruments—Credit Losses
|
Fiscal years beginning after December 15, 2019, and interim periods within those fiscal years. Early adoption is permitted for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years.
|
Amends guidance on reporting credit losses for assets, including trade receivables, available-for-sale marketable securities and any other financial assets not excluded from the scope that have the contractual right to receive cash. For trade receivables, ASU 2016-13 eliminates the probable initial recognition threshold in current generally accepted accounting standards, and, instead, requires an entity to reflect its current estimate of all expected credit losses. For available-for-sale marketable securities, credit losses should be measured in a manner similar to current generally accepted accounting standards; however, ASU 2016-13 will require that credit losses be presented as an allowance rather than as a write-down. The Company adopted this ASU on December 30, 2019 using a modified retrospective approach. The adoption did not have a material impact on the Company’s consolidated financial statements.
|
Accounting Standard Update(s)
|
Topic
|
Effective Period
|
Summary
|
2019-12
|
Simplifying the Accounting for Income Taxes (Topic 740)
|
Fiscal years, and interim periods within those fiscal years, beginning after December 15, 2021. Early adoption is permitted.
|
Simplifies the accounting for income taxes by eliminating certain exceptions to the guidance in Accounting Standards Codification (“ASC”) 740 related to the approach for intraperiod tax allocation, the methodology for calculating income taxes in an interim period and the recognition of deferred tax liabilities for outside basis differences. The standard also simplifies aspects of the accounting for franchise taxes and enacted changes in tax laws or rates and clarifies the accounting for transactions that result in a step-up in the tax basis of goodwill. We are currently in the process of evaluating the impact of this guidance on our consolidated financial statements.
|
2018-14
|
Compensation—Retirement Benefits—Defined Benefit Plans—General
|
Fiscal years ending after December 15, 2020. Early adoption is permitted.
|
Modifies the disclosure requirements for employers that sponsor defined benefit pension or other postretirement benefit plans. The guidance removes disclosures, clarifies the specific requirements of disclosures and adds disclosure requirements identified as relevant. We are currently in the process of evaluating the impact on our consolidated financial statements.
|
|
|
For the Quarters Ended
|
||||||
(In thousands)
|
|
March 29, 2020
|
|
|
March 31, 2019
|
|
||
Subscription
|
|
$
|
285,434
|
|
|
$
|
270,810
|
|
Advertising
|
|
106,137
|
|
|
125,088
|
|
||
Other (1)
|
|
52,065
|
|
|
43,164
|
|
||
Total
|
|
$
|
443,636
|
|
|
$
|
439,062
|
|
|
|
For the Quarters Ended
|
||||||||||||||||||||||
|
|
March 29, 2020
|
|
March 31, 2019
|
||||||||||||||||||||
(In thousands)
|
|
Print
|
|
Digital
|
|
Total
|
|
Print
|
|
Digital
|
|
Total
|
||||||||||||
Advertising revenues:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Display
|
|
$
|
48,159
|
|
|
$
|
39,894
|
|
|
$
|
88,053
|
|
|
$
|
62,342
|
|
|
$
|
42,112
|
|
|
$
|
104,454
|
|
Other
|
|
6,820
|
|
|
11,264
|
|
|
18,084
|
|
|
7,203
|
|
|
13,431
|
|
|
20,634
|
|
||||||
Total advertising
|
|
$
|
54,979
|
|
|
$
|
51,158
|
|
|
$
|
106,137
|
|
|
$
|
69,545
|
|
|
$
|
55,543
|
|
|
$
|
125,088
|
|
|
|
March 29, 2020
|
||||||||||||||
(In thousands)
|
|
Amortized Cost
|
|
Gross unrealized gains
|
|
Gross unrealized losses
|
|
Fair Value
|
||||||||
Short-term AFS securities
|
|
|
|
|
|
|
|
|
||||||||
Corporate debt securities
|
|
$
|
90,893
|
|
|
$
|
23
|
|
|
$
|
(570
|
)
|
|
$
|
90,346
|
|
U.S. Treasury securities
|
|
66,792
|
|
|
393
|
|
|
(2
|
)
|
|
67,183
|
|
||||
U.S. governmental agency securities
|
|
29,613
|
|
|
137
|
|
|
(1
|
)
|
|
29,749
|
|
||||
Commercial paper
|
|
18,779
|
|
|
—
|
|
|
—
|
|
|
18,779
|
|
||||
Certificates of deposit
|
|
10,601
|
|
|
—
|
|
|
—
|
|
|
10,601
|
|
||||
Total short-term AFS securities
|
|
$
|
216,678
|
|
|
$
|
553
|
|
|
$
|
(573
|
)
|
|
$
|
216,658
|
|
Long-term AFS securities
|
|
|
|
|
|
|
|
|
||||||||
Corporate debt securities
|
|
$
|
99,044
|
|
|
$
|
141
|
|
|
$
|
(1,740
|
)
|
|
$
|
97,445
|
|
U.S. Treasury securities
|
|
92,720
|
|
|
2,857
|
|
|
—
|
|
|
95,577
|
|
||||
U.S. governmental agency securities
|
|
58,646
|
|
|
261
|
|
|
(3
|
)
|
|
58,904
|
|
||||
Total long-term AFS securities
|
|
$
|
250,410
|
|
|
$
|
3,259
|
|
|
$
|
(1,743
|
)
|
|
$
|
251,926
|
|
|
|
December 29, 2019
|
||||||||||||||
(In thousands)
|
|
Amortized Cost
|
|
Gross unrealized gains
|
|
Gross unrealized losses
|
|
Fair Value
|
||||||||
Short-term AFS securities
|
|
|
|
|
|
|
|
|
||||||||
Corporate debt securities
|
|
$
|
98,864
|
|
|
$
|
271
|
|
|
$
|
(9
|
)
|
|
$
|
99,126
|
|
U.S. Treasury securities
|
|
43,098
|
|
|
8
|
|
|
(11
|
)
|
|
43,095
|
|
||||
U.S. governmental agency securities
|
|
37,471
|
|
|
35
|
|
|
(4
|
)
|
|
37,502
|
|
||||
Commercial paper
|
|
12,561
|
|
|
—
|
|
|
—
|
|
|
12,561
|
|
||||
Certificates of deposit
|
|
9,501
|
|
|
—
|
|
|
—
|
|
|
9,501
|
|
||||
Total short-term AFS securities
|
|
$
|
201,495
|
|
|
$
|
314
|
|
|
$
|
(24
|
)
|
|
$
|
201,785
|
|
Long-term AFS securities
|
|
|
|
|
|
|
|
|
||||||||
Corporate debt securities
|
|
$
|
103,149
|
|
|
$
|
617
|
|
|
$
|
(29
|
)
|
|
$
|
103,737
|
|
U.S. Treasury securities
|
|
101,457
|
|
|
84
|
|
|
(103
|
)
|
|
101,438
|
|
||||
U.S. governmental agency securities
|
|
46,600
|
|
|
5
|
|
|
(84
|
)
|
|
46,521
|
|
||||
Total long-term AFS securities
|
|
$
|
251,206
|
|
|
$
|
706
|
|
|
$
|
(216
|
)
|
|
$
|
251,696
|
|
|
|
March 29, 2020
|
||||||||||||||||||||||
|
|
Less than 12 Months
|
|
12 Months or Greater
|
|
Total
|
||||||||||||||||||
(In thousands)
|
|
Fair Value
|
|
Gross unrealized losses
|
|
Fair Value
|
|
Gross unrealized losses
|
|
Fair Value
|
|
Gross unrealized losses
|
||||||||||||
Short-term AFS securities
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Corporate debt securities
|
|
$
|
76,998
|
|
|
$
|
(570
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
76,998
|
|
|
$
|
(570
|
)
|
U.S. Treasury securities
|
|
—
|
|
|
—
|
|
|
9,501
|
|
|
(2
|
)
|
|
9,501
|
|
|
(2
|
)
|
||||||
U.S. governmental agency securities
|
|
4,999
|
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
4,999
|
|
|
(1
|
)
|
||||||
Total short-term AFS securities
|
|
$
|
81,997
|
|
|
$
|
(571
|
)
|
|
$
|
9,501
|
|
|
$
|
(2
|
)
|
|
$
|
91,498
|
|
|
$
|
(573
|
)
|
Long-term AFS securities
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Corporate debt securities
|
|
$
|
76,311
|
|
|
$
|
(1,740
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
76,311
|
|
|
$
|
(1,740
|
)
|
U.S. governmental agency securities
|
|
8,747
|
|
|
(3
|
)
|
|
—
|
|
|
—
|
|
|
8,747
|
|
|
(3
|
)
|
||||||
Total long-term AFS securities
|
|
$
|
85,058
|
|
|
$
|
(1,743
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
85,058
|
|
|
$
|
(1,743
|
)
|
|
|
December 29, 2019
|
||||||||||||||||||||||
|
|
Less than 12 Months
|
|
12 Months or Greater
|
|
Total
|
||||||||||||||||||
(In thousands)
|
|
Fair Value
|
|
Gross unrealized losses
|
|
Fair Value
|
|
Gross unrealized losses
|
|
Fair Value
|
|
Gross unrealized losses
|
||||||||||||
Short-term AFS securities
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Corporate debt securities
|
|
$
|
20,975
|
|
|
$
|
(6
|
)
|
|
$
|
8,251
|
|
|
$
|
(3
|
)
|
|
$
|
29,226
|
|
|
$
|
(9
|
)
|
U.S. Treasury securities
|
|
13,296
|
|
|
(3
|
)
|
|
11,147
|
|
|
(8
|
)
|
|
24,443
|
|
|
(11
|
)
|
||||||
U.S. governmental agency securities
|
|
—
|
|
|
—
|
|
|
15,000
|
|
|
(4
|
)
|
|
15,000
|
|
|
(4
|
)
|
||||||
Total short-term AFS securities
|
|
$
|
34,271
|
|
|
$
|
(9
|
)
|
|
$
|
34,398
|
|
|
$
|
(15
|
)
|
|
$
|
68,669
|
|
|
$
|
(24
|
)
|
Long-term AFS securities
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Corporate debt securities
|
|
$
|
35,891
|
|
|
$
|
(25
|
)
|
|
$
|
4,502
|
|
|
$
|
(4
|
)
|
|
$
|
40,393
|
|
|
$
|
(29
|
)
|
U.S. Treasury securities
|
|
60,935
|
|
|
(103
|
)
|
|
—
|
|
|
—
|
|
|
60,935
|
|
|
(103
|
)
|
||||||
U.S. governmental agency securities
|
|
34,167
|
|
|
(84
|
)
|
|
—
|
|
|
—
|
|
|
34,167
|
|
|
(84
|
)
|
||||||
Total long-term AFS securities
|
|
$
|
130,993
|
|
|
$
|
(212
|
)
|
|
$
|
4,502
|
|
|
$
|
(4
|
)
|
|
$
|
135,495
|
|
|
$
|
(216
|
)
|
(In thousands)
|
|
Total Company
|
||
Balance as of December 29, 2019
|
|
$
|
138,674
|
|
Foreign currency translation
|
|
(224
|
)
|
|
Balance as of March 29, 2020
|
|
$
|
138,450
|
|
|
|
For the Quarters Ended
|
||||||
(In thousands)
|
|
March 29, 2020
|
|
|
March 31, 2019
|
|
||
Interest expense
|
|
$
|
(185
|
)
|
|
$
|
(7,059
|
)
|
Amortization of debt costs and discount on debt
|
|
—
|
|
|
(893
|
)
|
||
Capitalized interest
|
|
—
|
|
|
44
|
|
||
Interest income and other expense, net (1)
|
|
14,039
|
|
|
6,605
|
|
||
Total interest income/(expense) and other, net
|
|
$
|
13,854
|
|
|
$
|
(1,303
|
)
|
(In thousands)
|
|
March 29, 2020
|
|
|
December 29, 2019
|
|
||
Reconciliation of cash, cash equivalents and restricted cash
|
|
|
|
|
||||
Cash and cash equivalents
|
|
$
|
218,316
|
|
|
$
|
230,431
|
|
Restricted cash included within other current assets
|
|
527
|
|
|
528
|
|
||
Restricted cash included within miscellaneous assets
|
|
15,290
|
|
|
16,559
|
|
||
Total cash, cash equivalents and restricted cash shown in the Condensed Consolidated Statements of Cash Flows
|
|
$
|
234,133
|
|
|
$
|
247,518
|
|
(In thousands)
|
|
March 29, 2020
|
|
December 29, 2019
|
||||||||||||||||||||||||||||
|
Total
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|||||||||||||||||
Assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Short-term AFS securities (1)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Corporate debt securities
|
|
$
|
90,346
|
|
|
$
|
—
|
|
|
$
|
90,346
|
|
|
$
|
—
|
|
|
$
|
99,126
|
|
|
$
|
—
|
|
|
$
|
99,126
|
|
|
$
|
—
|
|
U.S. Treasury securities
|
|
67,183
|
|
|
—
|
|
|
67,183
|
|
|
—
|
|
|
43,095
|
|
|
—
|
|
|
43,095
|
|
|
—
|
|
||||||||
U.S. governmental agency securities
|
|
29,749
|
|
|
—
|
|
|
29,749
|
|
|
—
|
|
|
37,502
|
|
|
—
|
|
|
37,502
|
|
|
—
|
|
||||||||
Commercial paper
|
|
18,779
|
|
|
—
|
|
|
18,779
|
|
|
—
|
|
|
12,561
|
|
|
—
|
|
|
12,561
|
|
|
—
|
|
||||||||
Certificates of deposit
|
|
10,601
|
|
|
—
|
|
|
10,601
|
|
|
—
|
|
|
9,501
|
|
|
—
|
|
|
9,501
|
|
|
—
|
|
||||||||
Total short-term AFS securities
|
|
$
|
216,658
|
|
|
$
|
—
|
|
|
$
|
216,658
|
|
|
$
|
—
|
|
|
$
|
201,785
|
|
|
$
|
—
|
|
|
$
|
201,785
|
|
|
$
|
—
|
|
Long-term AFS securities (1)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Corporate debt securities
|
|
$
|
97,445
|
|
|
$
|
—
|
|
|
$
|
97,445
|
|
|
$
|
—
|
|
|
$
|
103,737
|
|
|
$
|
—
|
|
|
$
|
103,737
|
|
|
$
|
—
|
|
U.S. Treasury securities
|
|
95,577
|
|
|
—
|
|
|
95,577
|
|
|
—
|
|
|
101,438
|
|
|
—
|
|
|
101,438
|
|
|
—
|
|
||||||||
U.S. governmental agency securities
|
|
58,904
|
|
|
—
|
|
|
58,904
|
|
|
—
|
|
|
46,521
|
|
|
—
|
|
|
46,521
|
|
|
—
|
|
||||||||
Total long-term AFS securities
|
|
$
|
251,926
|
|
|
$
|
—
|
|
|
$
|
251,926
|
|
|
$
|
—
|
|
|
$
|
251,696
|
|
|
$
|
—
|
|
|
$
|
251,696
|
|
|
$
|
—
|
|
Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Deferred compensation (2)(3)
|
|
$
|
16,291
|
|
|
$
|
16,291
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
23,702
|
|
|
$
|
23,702
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
For the Quarters Ended
|
||||||||||||||||||||||
|
|
March 29, 2020
|
|
March 31, 2019
|
||||||||||||||||||||
(In thousands)
|
|
Qualified
Plans |
|
Non-
Qualified Plans |
|
All
Plans |
|
Qualified
Plans |
|
Non-
Qualified Plans |
|
All
Plans |
||||||||||||
Service cost
|
|
$
|
2,607
|
|
|
$
|
—
|
|
|
$
|
2,607
|
|
|
$
|
1,278
|
|
|
$
|
—
|
|
|
$
|
1,278
|
|
Interest cost
|
|
11,742
|
|
|
1,648
|
|
|
13,390
|
|
|
14,709
|
|
|
2,088
|
|
|
16,797
|
|
||||||
Expected return on plan assets
|
|
(17,736
|
)
|
|
—
|
|
|
(17,736
|
)
|
|
(20,258
|
)
|
|
—
|
|
|
(20,258
|
)
|
||||||
Amortization of actuarial loss
|
|
5,655
|
|
|
1,521
|
|
|
7,176
|
|
|
4,635
|
|
|
1,094
|
|
|
5,729
|
|
||||||
Amortization of prior service credit
|
|
(486
|
)
|
|
—
|
|
|
(486
|
)
|
|
(486
|
)
|
|
—
|
|
|
(486
|
)
|
||||||
Net periodic pension (income)/cost (1)
|
|
$
|
1,782
|
|
|
$
|
3,169
|
|
|
$
|
4,951
|
|
|
$
|
(122
|
)
|
|
$
|
3,182
|
|
|
$
|
3,060
|
|
|
|
For the Quarters Ended
|
||||||
(In thousands)
|
|
March 29, 2020
|
|
|
March 31, 2019
|
|
||
Service cost
|
|
$
|
7
|
|
|
$
|
7
|
|
Interest cost
|
|
256
|
|
|
400
|
|
||
Amortization of actuarial loss
|
|
763
|
|
|
844
|
|
||
Amortization of prior service credit
|
|
(1,056
|
)
|
|
(1,191
|
)
|
||
Net periodic postretirement benefit cost/(income) (1)
|
|
$
|
(30
|
)
|
|
$
|
60
|
|
(In thousands)
|
|
Foreign Currency Translation Adjustments
|
|
Funded Status of Benefit Plans
|
|
Net Unrealized (Loss)/Gain on Available-For-Sale Securities
|
|
Total Accumulated Other Comprehensive Loss
|
||||||||
Balance as of December 29, 2019
|
|
$
|
3,438
|
|
|
$
|
(498,986
|
)
|
|
$
|
572
|
|
|
$
|
(494,976
|
)
|
Other comprehensive (loss)/income before reclassifications, before tax
|
|
(254
|
)
|
|
—
|
|
|
715
|
|
|
461
|
|
||||
Amounts reclassified from accumulated other comprehensive loss, before tax
|
|
—
|
|
|
6,397
|
|
|
—
|
|
|
6,397
|
|
||||
Income tax (benefit)/expense
|
|
(68
|
)
|
|
1,794
|
|
|
189
|
|
|
1,915
|
|
||||
Net current-period other comprehensive (loss)/income, net of tax
|
|
(186
|
)
|
|
4,603
|
|
|
526
|
|
|
4,943
|
|
||||
Balance as of March 29, 2020
|
|
$
|
3,252
|
|
|
$
|
(494,383
|
)
|
|
$
|
1,098
|
|
|
$
|
(490,033
|
)
|
(In thousands)
Detail about accumulated other comprehensive loss components
|
|
Amounts reclassified from accumulated other comprehensive loss
|
|
Affects line item in the statement where net income is presented
|
||
Funded status of benefit plans:
|
|
|
|
|
||
Amortization of prior service credit(1)
|
|
$
|
(1,542
|
)
|
|
Other components of net periodic benefit costs
|
Amortization of actuarial loss(1)
|
|
7,939
|
|
|
Other components of net periodic benefit costs
|
|
Total reclassification, before tax(2)
|
|
6,397
|
|
|
|
|
Income tax expense
|
|
1,794
|
|
|
Income tax expense
|
|
Total reclassification, net of tax
|
|
$
|
4,603
|
|
|
|
◦
|
Cost of revenue contains all costs related to content creation, subscriber and advertiser servicing, and print production and distribution costs as well as infrastructure costs related to delivering digital content, which include all cloud and cloud related costs as well as compensation for employees that enhance and maintain our platforms. This represents a change from previously disclosed production costs, which did not include distribution or subscriber servicing costs. In addition, certain product development costs previously included in production costs have been reclassified to product development.
|
◦
|
Sales and marketing represents all costs related to the Company’s marketing efforts as well as advertising sales costs.
|
◦
|
Product development represents the Company’s investment into developing and enhancing new and existing product technology including engineering, product development, and data insights.
|
◦
|
General and administrative includes general management, corporate enterprise technology, building operations and unallocated overhead costs.
|
|
|
As Reported March 31, 2019
|
|
Reclassification
|
|
Recast March 31, 2019
|
||||||
Operating costs
|
|
|
|
|
|
|
||||||
Production costs:
|
|
|
|
|
|
|
||||||
Wages and benefits
|
|
$
|
102,908
|
|
|
$
|
(102,908
|
)
|
(1)(2)
|
$
|
—
|
|
Raw materials
|
|
19,838
|
|
|
(19,838
|
)
|
(1)
|
—
|
|
|||
Other production costs
|
|
45,337
|
|
|
(45,337
|
)
|
(1)(2)
|
—
|
|
|||
Total production costs
|
|
168,083
|
|
|
(168,083
|
)
|
(1)(2)
|
—
|
|
|||
Cost of revenue (excluding depreciation and amortization)
|
|
—
|
|
|
239,359
|
|
(1)(3)(4)
|
239,359
|
|
|||
Selling, general and administrative costs
|
|
221,463
|
|
|
(221,463
|
)
|
(3)(4)(5)
|
—
|
|
|||
Sales and marketing
|
|
—
|
|
|
74,820
|
|
(4)(5)
|
74,820
|
|
|||
Product development
|
|
—
|
|
|
23,728
|
|
(2)(4)(5)
|
23,728
|
|
|||
General and administrative
|
|
—
|
|
|
51,639
|
|
(4)(5)
|
51,639
|
|
|||
Depreciation and amortization
|
|
14,918
|
|
|
—
|
|
|
14,918
|
|
|||
Total operating costs
|
|
$
|
404,464
|
|
|
$
|
—
|
|
|
$
|
404,464
|
|
|
|
For the Quarters Ended
|
|
|
|||||||
(In thousands)
|
|
March 29, 2020
|
|
|
March 31, 2019
|
|
|
% Change
|
|
||
Revenues
|
|
|
|
|
|
|
|||||
Subscription
|
|
$
|
285,434
|
|
|
$
|
270,810
|
|
|
5.4
|
%
|
Advertising
|
|
106,137
|
|
|
125,088
|
|
|
(15.2
|
)%
|
||
Other
|
|
52,065
|
|
|
43,164
|
|
|
20.6
|
%
|
||
Total revenues
|
|
443,636
|
|
|
439,062
|
|
|
1.0
|
%
|
||
Operating costs
|
|
|
|
|
|
|
|||||
Cost of revenue (excluding depreciation and amortization)
|
|
243,672
|
|
|
239,359
|
|
|
1.8
|
%
|
||
Sales and marketing
|
|
73,796
|
|
|
74,820
|
|
|
(1.4
|
)%
|
||
Product development
|
|
30,802
|
|
|
23,728
|
|
|
29.8
|
%
|
||
General and administrative
|
|
52,861
|
|
|
51,639
|
|
|
2.4
|
%
|
||
Depreciation and amortization
|
|
15,185
|
|
|
14,918
|
|
|
1.8
|
%
|
||
Total operating costs
|
|
416,316
|
|
|
404,464
|
|
|
2.9
|
%
|
||
Operating profit
|
|
27,320
|
|
|
34,598
|
|
|
(21.0
|
)%
|
||
Other components of net periodic benefit costs
|
|
2,314
|
|
|
1,835
|
|
|
26.1
|
%
|
||
Interest income/(expense) and other, net
|
|
13,854
|
|
|
(1,303
|
)
|
|
*
|
|
||
Income from continuing operations before income taxes
|
|
38,860
|
|
|
31,460
|
|
|
23.5
|
%
|
||
Income tax expense
|
|
6,006
|
|
|
1,304
|
|
|
*
|
|
||
Net income
|
|
32,854
|
|
|
30,156
|
|
|
8.9
|
%
|
||
Net income attributable to The New York Times Company common stockholders
|
|
$
|
32,854
|
|
|
$
|
30,156
|
|
|
8.9
|
%
|
|
|
For the Quarters Ended
|
|
|
|
|
|
|
|||||||||||||||||||||||||
|
|
March 29, 2020
|
|
March 31, 2019
|
|
% Change
|
|||||||||||||||||||||||||||
(In thousands)
|
|
Print
|
|
Digital
|
|
Total
|
|
Print
|
|
Digital
|
|
Total
|
|
Print
|
|
Digital
|
|
Total
|
|||||||||||||||
Advertising revenues:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
Display
|
|
$
|
48,159
|
|
|
$
|
39,894
|
|
|
$
|
88,053
|
|
|
$
|
62,342
|
|
|
$
|
42,112
|
|
|
$
|
104,454
|
|
|
(22.8
|
)%
|
|
(5.3
|
)%
|
|
(15.7
|
)%
|
Other
|
|
6,820
|
|
|
11,264
|
|
|
18,084
|
|
|
7,203
|
|
|
13,431
|
|
|
20,634
|
|
|
(5.3
|
)%
|
|
(16.1
|
)%
|
|
(12.4
|
)%
|
||||||
Total advertising
|
|
$
|
54,979
|
|
|
$
|
51,158
|
|
|
$
|
106,137
|
|
|
$
|
69,545
|
|
|
$
|
55,543
|
|
|
$
|
125,088
|
|
|
(20.9
|
)%
|
|
(7.9
|
)%
|
|
(15.2
|
)%
|
|
|
For the Quarters Ended
|
|
|
|||||||
(In thousands)
|
|
March 29, 2020
|
|
|
March 31, 2019
|
|
|
% Change
|
|
||
Operating costs:
|
|
|
|
|
|
|
|||||
Cost of revenue (excluding depreciation and amortization)
|
|
$
|
243,672
|
|
|
$
|
239,359
|
|
|
1.8
|
%
|
Sales and marketing
|
|
73,796
|
|
|
74,820
|
|
|
(1.4
|
)%
|
||
Product development
|
|
30,802
|
|
|
23,728
|
|
|
29.8
|
%
|
||
General and administrative
|
|
52,861
|
|
|
51,639
|
|
|
2.4
|
%
|
||
Depreciation and amortization
|
|
15,185
|
|
|
14,918
|
|
|
1.8
|
%
|
||
Total operating costs
|
|
$
|
416,316
|
|
|
$
|
404,464
|
|
|
2.9
|
%
|
•
|
diluted earnings per share from continuing operations excluding severance, non-operating retirement costs and the impact of special items (or adjusted diluted earnings per share from continuing operations);
|
•
|
operating profit before depreciation, amortization, severance, multiemployer pension plan withdrawal costs and special items (or adjusted operating profit); and
|
•
|
operating costs before depreciation, amortization, severance and multiemployer pension plan withdrawal costs (or adjusted operating costs).
|
•
|
a $10.1 million gain ($7.4 million after tax or $.06 per share) related to a non-marketable equity investment transaction. The gain is comprised of $2.5 million realized gain due to the partial sale of the investment and an $7.6 million unrealized gain due to the mark to market of the remaining investment, and is included in Interest income/(expense) and other, net in our Condensed Consolidated Statements of Operations.
|
Exhibit No.
|
|
|
|
|
|
10.1
|
|
|
|
|
|
10.2
|
|
|
|
|
|
31.1
|
|
|
|
|
|
31.2
|
|
|
|
|
|
32.1
|
|
|
|
|
|
32.2
|
|
|
|
|
|
101.INS
|
|
XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
|
|
|
|
101.SCH
|
|
Inline XBRL Taxonomy Extension Schema Document.
|
|
|
|
101.CAL
|
|
Inline XBRL Taxonomy Extension Calculation Linkbase Document.
|
|
|
|
101.DEF
|
|
Inline XBRL Taxonomy Extension Definition Linkbase Document.
|
|
|
|
101.LAB
|
|
Inline XBRL Taxonomy Extension Label Linkbase Document.
|
|
|
|
101.PRE
|
|
Inline XBRL Taxonomy Extension Presentation Linkbase Document.
|
|
|
|
104
|
|
Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).
|
|
|
THE NEW YORK TIMES COMPANY
|
|
|
(Registrant)
|
|
|
|
Date:
|
May 7, 2020
|
/s/ Roland A. Caputo
|
|
|
Roland A. Caputo
Executive Vice President and
Chief Financial Officer
(Principal Financial Officer)
|
Rule 13a-14(a)/15d-14(a) Certification
|
||||
|
||||
I, Mark Thompson, certify that:
|
||||
1.
|
I have reviewed this Quarterly Report on Form 10-Q of The New York Times Company;
|
|||
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
|||
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
|||
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
|||
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
||
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
||
|
(c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
||
|
(d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
||
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
|||
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
||
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
/s/ MARK THOMPSON
|
|
Mark Thompson
|
|
Chief Executive Officer
|
Rule 13a-14(a)/15d-14(a) Certification
|
||||
|
||||
I, Roland A. Caputo, certify that:
|
||||
1.
|
I have reviewed this Quarterly Report on Form 10-Q of The New York Times Company;
|
|||
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
|||
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
|||
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
|||
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
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(b)
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Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
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(c)
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Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
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(d)
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Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
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5.
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The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
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(a)
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All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
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(b)
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Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
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/s/ ROLAND A. CAPUTO
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Roland A. Caputo
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Chief Financial Officer
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(1)
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The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
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(2)
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The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
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/s/ MARK THOMPSON
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Mark Thompson
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Chief Executive Officer
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(1)
|
The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
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(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
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/s/ ROLAND A. CAPUTO
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Roland A. Caputo
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Chief Financial Officer
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