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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
☒
QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2023
☐
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from ___ to ___
Commission file number 1-5837
THE NEW YORK TIMES COMPANY
(Exact name of registrant as specified in its
charter)
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New York |
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13-1102020 |
(State or other jurisdiction of incorporation or
organization) |
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(I.R.S. Employer Identification No.) |
620 Eighth Avenue, New York, New York 10018
(Address and zip code of principal executive offices)
Registrant’s telephone number, including area code
212-556-1234
Securities registered pursuant to Section 12(b) of the
Act:
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Title of each class |
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Trading Symbol(s) |
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Name of each exchange on which registered |
Class A Common Stock |
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NYT |
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New York Stock Exchange |
Indicate by check mark whether the registrant (1) has filed
all reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months (or
for such shorter period that the registrant was required to file
such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes x
No
o
Indicate by check mark whether the registrant has submitted
electronically every Interactive Data File required to be submitted
pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter)
during the preceding 12 months (or for such shorter period that the
registrant was required to submit such files).
Yes
x
No o
Indicate by check mark whether the registrant is a large
accelerated filer, an accelerated filer, a non-accelerated filer, a
smaller reporting company, or an emerging growth company. See
definitions of “large accelerated filer,” “accelerated filer,”
“smaller reporting company” and “emerging growth company” in Rule
12b-2 of the Exchange Act.
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Large accelerated filer |
☒ |
Accelerated filer |
☐ |
Non-accelerated filer |
☐ |
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Smaller reporting company |
☐ |
Emerging growth company |
☐ |
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If
an emerging growth company, indicate by the check mark if the
registrant has elected not to use the extended transition period
for complying with any new or revised financial accounting
standards provided pursuant to section 13(a) of the Exchange
Act. ☐
If securities are registered pursuant to Section 12(b) of the Act,
indicate by check mark whether the financial statements of the
registrant included in the filing reflect the correction of an
error to previously issued financial statements.
☐
Indicate by check mark whether any of those error corrections are
restatements that required a recovery analysis of incentive-based
compensation received by any of the registrant's executive officers
during the relevant recovery period pursuant to
§ 240.10D-1(b).
☐
Indicate by check mark whether the registrant is a shell company
(as defined in Rule 12b-2 of the Exchange Act).
Yes
☐
No x
Number of shares of each class of the registrant’s common stock
outstanding as of May 5, 2023 (exclusive of treasury
shares):
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Class A Common Stock |
163,894,533 |
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shares |
Class B Common Stock |
780,724 |
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shares |
THE NEW YORK TIMES COMPANY
INDEX
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PART I |
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Financial Information |
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Item |
1 |
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Financial Statements |
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Condensed Consolidated Balance Sheets as of March 31, 2023
(unaudited) and December 31, 2022
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Condensed Consolidated Statements of Operations (unaudited) for the
quarters ended March 31, 2023 and March 27, 2022 |
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Condensed Consolidated Statements of Comprehensive Income
(unaudited) for the quarters ended March 31, 2023 and March 27,
2022 |
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Condensed Consolidated Statements of Changes In Stockholders’
Equity (unaudited) for the quarters ended March 31, 2023 and March
27, 2022 |
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Condensed Consolidated Statements of Cash Flows (unaudited) for the
quarters ended March 31, 2023 and March 27, 2022 |
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Notes to the Condensed Consolidated Financial
Statements |
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Item |
2 |
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Management’s Discussion and Analysis of Financial Condition and
Results of Operations |
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Item |
3 |
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Quantitative and Qualitative Disclosures About Market
Risk |
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Item |
4 |
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Controls and Procedures |
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PART II |
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Other Information |
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Item |
1 |
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Legal Proceedings |
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Item |
1A |
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Risk Factors |
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Item |
2 |
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Unregistered Sales of Equity Securities and Use of
Proceeds |
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Item |
6 |
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Exhibits |
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PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
THE NEW YORK TIMES COMPANY
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands, except share and per share data)
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March 31, 2023 |
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December 31, 2022 |
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(Unaudited) |
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Assets |
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Current assets |
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Cash and cash equivalents |
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$ |
235,350 |
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$ |
221,385 |
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Short-term marketable securities |
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139,354 |
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125,972 |
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Accounts receivable (net of allowances of $11,190 in 2023 and
$12,260 in 2022)
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165,977 |
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217,533 |
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Prepaid expenses |
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58,357 |
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54,859 |
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Other current assets |
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35,369 |
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35,926 |
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Total current assets |
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634,407 |
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655,675 |
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Other assets |
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Long-term marketable securities |
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99,703 |
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138,917 |
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Property, plant and equipment (less accumulated depreciation and
amortization of $836,579 in 2023 and $823,024 in 2022)
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546,305 |
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553,698 |
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Goodwill |
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415,134 |
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414,046 |
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Intangible assets, net |
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309,983 |
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317,314 |
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Deferred income taxes |
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105,912 |
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96,363 |
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Miscellaneous assets |
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360,843 |
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357,739 |
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Total assets |
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$ |
2,472,287 |
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$ |
2,533,752 |
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See Notes to Condensed Consolidated Financial
Statements.
THE NEW YORK TIMES COMPANY
CONDENSED CONSOLIDATED BALANCE SHEETS-(Continued)
(In thousands, except share and per share data)
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March 31, 2023 |
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December 31, 2022 |
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(Unaudited) |
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Liabilities and stockholders’ equity |
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Current liabilities |
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Accounts payable |
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$ |
122,008 |
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$ |
114,646 |
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Accrued payroll and other related liabilities |
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99,851 |
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164,564 |
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Unexpired subscriptions revenue |
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163,590 |
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155,945 |
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Accrued expenses and other
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155,005 |
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136,055 |
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Total current liabilities |
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540,454 |
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571,210 |
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Other liabilities |
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Pension benefits obligation
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221,933 |
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225,300 |
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Postretirement benefits obligation
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26,717 |
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26,455 |
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Other
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106,393 |
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110,815 |
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Total other liabilities |
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355,043 |
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362,570 |
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Stockholders’ equity |
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Common stock of $.10 par value:
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Class A – authorized: 300,000,000 shares; issued: 2023 –
176,662,108; 2022 – 176,288,596 (including treasury shares: 2023 –
12,808,394; 2022 – 12,004,865)
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17,666 |
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17,629 |
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Class B – convertible – authorized and issued shares: 2022 –
780,724; 2021 – 780,724
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78 |
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78 |
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Additional paid-in capital
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255,361 |
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255,515 |
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Retained earnings
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1,962,805 |
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1,958,859 |
|
Common stock held in treasury, at cost
|
|
(306,987) |
|
|
(276,267) |
|
Accumulated other comprehensive loss, net of income
taxes:
|
|
|
|
|
Foreign currency translation adjustments
|
|
144 |
|
|
(510) |
|
Funded status of benefit plans
|
|
(347,805) |
|
|
(348,947) |
|
Net unrealized loss on available-for-sale securities |
|
(6,477) |
|
|
(8,390) |
|
Total accumulated other comprehensive loss, net of income
taxes
|
|
(354,138) |
|
|
(357,847) |
|
Total New York Times Company stockholders’ equity
|
|
1,574,785 |
|
|
1,597,967 |
|
Noncontrolling interest
|
|
2,005 |
|
|
2,005 |
|
Total stockholders’ equity |
|
1,576,790 |
|
|
1,599,972 |
|
Total liabilities and stockholders’ equity |
|
$ |
2,472,287 |
|
|
$ |
2,533,752 |
|
See Notes to Condensed Consolidated Financial
Statements.
THE NEW YORK TIMES COMPANY
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
(In thousands, except per share data)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Quarters Ended |
|
|
|
|
March 31, 2023 |
|
March 27, 2022 |
|
|
|
|
|
|
|
|
|
Revenues |
|
|
|
|
|
|
|
|
Subscription |
|
$ |
397,542 |
|
|
$ |
371,979 |
|
|
|
|
|
Advertising |
|
106,241 |
|
|
116,270 |
|
|
|
|
|
Other |
|
56,956 |
|
|
49,176 |
|
|
|
|
|
Total revenues
|
|
560,739 |
|
|
537,425 |
|
|
|
|
|
Operating costs |
|
|
|
|
|
|
|
|
Cost of revenue (excluding depreciation and
amortization) |
|
306,852 |
|
|
281,365 |
|
|
|
|
|
Sales and marketing |
|
67,034 |
|
|
77,588 |
|
|
|
|
|
Product development |
|
57,062 |
|
|
47,433 |
|
|
|
|
|
General and administrative |
|
81,051 |
|
|
71,357 |
|
|
|
|
|
Depreciation and amortization |
|
20,840 |
|
|
18,686 |
|
|
|
|
|
Total operating costs |
|
532,839 |
|
|
496,429 |
|
|
|
|
|
Acquisition-related costs |
|
— |
|
|
34,712 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating profit |
|
27,900 |
|
|
6,284 |
|
|
|
|
|
Other components of net periodic benefit (income)/costs |
|
(685) |
|
|
1,522 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest income and other, net |
|
3,173 |
|
|
1,075 |
|
|
|
|
|
Income before income taxes |
|
31,758 |
|
|
5,837 |
|
|
|
|
|
Income tax expense |
|
9,437 |
|
|
1,112 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income |
|
$ |
22,321 |
|
|
$ |
4,725 |
|
|
|
|
|
Average number of common shares outstanding: |
|
|
|
|
|
|
|
|
Basic |
|
164,975 |
|
|
167,866 |
|
|
|
|
|
Diluted |
|
165,398 |
|
|
168,257 |
|
|
|
|
|
Basic earnings per share attributable to common
stockholders |
|
$ |
0.14 |
|
|
$ |
0.03 |
|
|
|
|
|
Diluted earnings per share attributable to common
stockholders |
|
$ |
0.13 |
|
|
$ |
0.03 |
|
|
|
|
|
Dividends declared per share |
|
$ |
0.11 |
|
|
$ |
0.09 |
|
|
|
|
|
See Notes to Condensed Consolidated Financial
Statements.
THE NEW YORK TIMES COMPANY
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE
INCOME/(LOSS)
(Unaudited)
(In thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Quarters Ended |
|
|
|
|
March 31, 2023 |
|
March 27, 2022 |
|
|
|
|
|
|
|
|
|
Net income |
|
$ |
22,321 |
|
|
$ |
4,725 |
|
|
|
|
|
Other comprehensive income/(loss), before tax: |
|
|
|
|
|
|
|
|
Gain/(Loss) on foreign currency translation adjustments |
|
848 |
|
|
(2,209) |
|
|
|
|
|
Pension and postretirement benefits obligation |
|
1,553 |
|
|
5,010 |
|
|
|
|
|
Net unrealized gain/(loss) on available-for-sale
securities |
|
2,602 |
|
|
(7,916) |
|
|
|
|
|
Other comprehensive income/(loss), before tax |
|
5,003 |
|
|
(5,115) |
|
|
|
|
|
Income tax expense/(benefit) |
|
1,294 |
|
|
(1,380) |
|
|
|
|
|
Other comprehensive income/(loss), net of tax |
|
3,709 |
|
|
(3,735) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Comprehensive income attributable to common
stockholders |
|
$ |
26,030 |
|
|
$ |
990 |
|
|
|
|
|
See Notes to Condensed Consolidated Financial
Statements.
THE NEW YORK TIMES COMPANY
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’
EQUITY
For the Quarters Ended March 31, 2023 and March 27,
2022
(Unaudited)
(In thousands, except share data)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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 26, 2021 |
$ |
17,675 |
|
$ |
230,115 |
|
$ |
1,845,343 |
|
$ |
(171,211) |
|
$ |
(383,202) |
|
$ |
1,538,720 |
|
$ |
2,005 |
|
$ |
1,540,725 |
|
Net income |
— |
|
— |
|
4,725 |
|
— |
|
— |
|
4,725 |
|
— |
|
4,725 |
|
Dividends |
— |
|
— |
|
(15,334) |
|
— |
|
— |
|
(15,334) |
|
— |
|
(15,334) |
|
Other comprehensive loss |
|
|
|
|
(3,735) |
|
(3,735) |
|
|
(3,735) |
|
Issuance of stock-based awards, net of withholding
taxes: |
|
|
|
|
|
|
|
|
Stock options – 400 Class A shares
|
— |
|
3 |
|
— |
|
— |
|
— |
|
3 |
|
— |
|
3 |
|
Restricted stock units vested – 127,450 Class A
shares
|
13 |
|
(3,784) |
|
— |
|
— |
|
— |
|
(3,771) |
|
— |
|
(3,771) |
|
Performance-based awards - 163,518 Class A shares
|
16 |
|
(5,573) |
|
— |
|
— |
|
— |
|
(5,557) |
|
— |
|
(5,557) |
|
Share repurchases - 692,800 Class A shares
|
|
|
|
(29,034) |
|
|
(29,034) |
|
|
(29,034) |
|
Stock-based compensation |
— |
|
7,054 |
|
— |
|
— |
|
— |
|
7,054 |
|
— |
|
7,054 |
|
Balance, March 27, 2022 |
$ |
17,704 |
|
$ |
227,815 |
|
$ |
1,834,734 |
|
$ |
(200,245) |
|
$ |
(386,937) |
|
$ |
1,493,071 |
|
$ |
2,005 |
|
$ |
1,495,076 |
|
|
|
|
|
|
|
|
|
|
Balance, December 31, 2022 |
$ |
17,707 |
|
$ |
255,515 |
|
$ |
1,958,859 |
|
$ |
(276,267) |
|
$ |
(357,847) |
|
$ |
1,597,967 |
|
$ |
2,005 |
|
$ |
1,599,972 |
|
Net income |
— |
|
— |
|
22,321 |
|
— |
|
— |
|
22,321 |
|
— |
|
22,321 |
|
Dividends |
— |
|
— |
|
(18,375) |
|
— |
|
— |
|
(18,375) |
|
— |
|
(18,375) |
|
Other comprehensive income |
— |
|
— |
|
— |
|
— |
|
3,709 |
|
3,709 |
|
— |
|
3,709 |
|
Issuance of stock-based awards, net of withholding
taxes: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Restricted stock units vested –267,069 Class A
shares
|
27 |
|
(7,946) |
|
— |
|
— |
|
— |
|
(7,919) |
|
— |
|
(7,919) |
|
Performance-based awards –106,419 Class A shares
|
10 |
|
(3,108) |
|
— |
|
— |
|
— |
|
(3,098) |
|
— |
|
(3,098) |
|
Share repurchases – 803,529 Class A shares
|
|
|
|
(30,720) |
|
|
(30,720) |
|
— |
|
(30,720) |
|
Stock-based compensation |
— |
|
10,900 |
|
— |
|
— |
|
— |
|
10,900 |
|
— |
|
10,900 |
|
Balance, March 31, 2023 |
$ |
17,744 |
|
$ |
255,361 |
|
$ |
1,962,805 |
|
$ |
(306,987) |
|
$ |
(354,138) |
|
$ |
1,574,785 |
|
$ |
2,005 |
|
$ |
1,576,790 |
|
THE NEW YORK TIMES COMPANY
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(In thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Quarters Ended |
|
|
March 31, 2023 |
|
March 27, 2022 |
|
|
|
Cash flows from operating activities |
|
|
|
|
Net income |
|
$ |
22,321 |
|
|
$ |
4,725 |
|
Adjustments to reconcile net income to net cash provided by
operating activities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation and amortization |
|
20,840 |
|
|
18,685 |
|
|
|
|
|
|
Amortization of right of use asset |
|
2,490 |
|
|
5,400 |
|
Stock-based compensation expense |
|
10,900 |
|
|
7,054 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Change in long-term retirement benefit obligations |
|
(6,954) |
|
|
(4,555) |
|
|
|
|
|
|
|
|
|
|
|
Other – net |
|
1,330 |
|
|
(11,684) |
|
Changes in operating assets and liabilities, net of business
acquisitions: |
|
|
|
|
Accounts receivable – net |
|
51,556 |
|
|
40,930 |
|
Other assets |
|
(2,295) |
|
|
(6,646) |
|
Accounts payable, accrued payroll and other liabilities |
|
(57,103) |
|
|
(75,571) |
|
Unexpired subscriptions |
|
7,645 |
|
|
7,003 |
|
Net cash provided by/(used in) operating activities |
|
50,730 |
|
|
(14,659) |
|
Cash flows from investing activities |
|
|
|
|
Purchases of marketable securities |
|
— |
|
|
(2,492) |
|
Maturities of marketable securities |
|
28,160 |
|
|
442,895 |
|
|
|
|
|
|
Business acquisitions, net of cash acquired |
|
— |
|
|
(515,299) |
|
|
|
|
|
|
Capital expenditures |
|
(5,985) |
|
|
(8,580) |
|
Other – net |
|
— |
|
|
(533) |
|
Net cash provided by (used in) investing activities |
|
22,175 |
|
|
(84,009) |
|
Cash flows from financing activities |
|
|
|
|
Long-term obligations: |
|
|
|
|
|
|
|
|
|
Dividends paid |
|
(15,069) |
|
|
(11,839) |
|
Payment of contingent consideration |
|
(1,724) |
|
|
(1,724) |
|
Capital shares: |
|
|
|
|
Proceeds from stock option exercises |
|
— |
|
|
3 |
|
Repurchases |
|
(30,720) |
|
|
(29,034) |
|
Share-based compensation tax withholding |
|
(11,017) |
|
|
(9,328) |
|
Net cash used in financing activities |
|
(58,530) |
|
|
(51,922) |
|
Net increase/(decrease) in cash, cash equivalents and restricted
cash |
|
14,375 |
|
|
(150,590) |
|
Effect of exchange rate changes on cash |
|
(262) |
|
|
(164) |
|
Cash, cash equivalents and restricted cash at the beginning of the
period |
|
235,173 |
|
|
334,306 |
|
Cash, cash equivalents and restricted cash at the end of the
period |
|
$ |
249,286 |
|
|
$ |
183,552 |
|
See Notes to Condensed Consolidated Financial
Statements.
THE NEW YORK TIMES COMPANY
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS
(Unaudited)
NOTE 1. BASIS OF PRESENTATION
In the opinion of management of The New York Times Company (the
“Company”), the Condensed Consolidated Financial Statements present
fairly the financial position of the Company as of March 31,
2023, and December 31, 2022, and the results of operations,
changes in stockholders’ equity and cash flows of the Company for
the periods ended March 31, 2023, and March 27, 2022. The
Company and its consolidated subsidiaries are referred to
collectively as “we,” “us” or “our.” All adjustments necessary for
a fair presentation have been included and are of a normal and
recurring nature. All significant intercompany accounts and
transactions have been eliminated in consolidation. The financial
statements were prepared in accordance with the requirements of the
United States Securities and Exchange Commission (“SEC”) for
interim reporting. As permitted under those rules, certain notes or
other financial information that are normally required by
accounting principles generally accepted in the United States of
America (“GAAP”) have been condensed or omitted from these interim
financial statements. These financial statements, therefore, should
be read in conjunction with the Consolidated Financial Statements
and related Notes included in our Annual Report on Form 10-K for
the year ended December 31, 2022. Due to the seasonal nature
of our business, operating results for the interim periods are not
necessarily indicative of a full year’s operations. First quarter
2022 includes an additional day compared with first quarter 2023 as
a result of the recent change in the Company’s fiscal year to the
calendar year.
The Company has two reportable segments: The New York Times Group
(“NYTG”) and The Athletic.
The preparation of financial statements in conformity with GAAP
requires management to make estimates and assumptions that affect
the amounts reported in our Condensed Consolidated Financial
Statements. Actual results could differ from these
estimates.
NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
As of March 31, 2023, our significant accounting policies,
which are detailed in our Annual Report on Form 10-K for the year
ended December 31, 2022, have not changed.
Recently Issued Accounting Pronouncements
The Company considers the applicability and impact of all recently
issued accounting pronouncements. Recent accounting pronouncements
not specifically identified in our disclosures are either not
applicable to the Company or are not expected to have a material
effect on our financial condition or results of
operations.
NOTE 3. REVENUE
We generate revenues principally from subscriptions and
advertising.
Subscription revenues consist of revenues from subscriptions to our
digital and print products (which include our news product, as well
as The Athletic and our Cooking, Games, Audm and Wirecutter
products), and single-copy and bulk sales of our print products.
Subscription revenues are based on both the number of copies of the
printed newspaper sold and digital-only subscriptions, and the
rates charged to the respective customers.
Advertising revenue is generated principally from advertisers (such
as technology, financial and luxury goods companies) promoting
products, services or brands on digital platforms in the form of
display ads, audio and video, and in print in the form of
column-inch ads. Advertising revenue is generated primarily from
offerings sold directly to marketers by our advertising sales
teams. A smaller proportion of our total advertising revenues is
generated through programmatic auctions run by third-party ad
exchanges. Advertising revenue is primarily determined by the
volume (e.g., impressions), rate and mix of advertisements. Digital
advertising includes our core digital advertising business and
other digital advertising. Our core digital advertising business
includes direct-sold website, mobile application, podcast, email
and video advertisements. Direct-sold display advertising, a
component of core digital advertising, includes offerings on
websites and mobile applications sold directly to marketers by our
advertising sales teams. Other digital advertising includes
open-market programmatic advertising and creative services fees.
Print advertising includes revenue from column-inch ads and
classified advertising as well as preprinted advertising, also
known as freestanding inserts. NYTG has revenue from all categories
discussed above. The Athletic has revenue from direct-sold display
advertising, podcast, email and video advertisements and
open-market programmatic advertising. There is no print advertising
revenue generated from The Athletic.
Other revenues primarily consist of revenues from licensing,
Wirecutter affiliate referrals, commercial printing, the leasing of
floors in the New York headquarters building located at 620 Eighth
Avenue, New York, New York (the “Company Headquarters”), television
and film, retail commerce, our live events business and our student
subscription sponsorship program.
THE NEW YORK TIMES COMPANY
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS
(Unaudited)
Subscription, advertising and other revenues were as
follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Quarters Ended |
|
|
(In thousands) |
|
March 31, 2023 |
|
As % of total |
|
March 27, 2022 |
|
As % of total |
|
|
|
|
|
|
|
|
Subscription |
|
$ |
397,542 |
|
|
70.9 |
% |
|
$ |
371,979 |
|
|
69.2 |
% |
|
|
|
|
|
|
|
|
Advertising |
|
106,241 |
|
|
18.8 |
% |
|
116,270 |
|
|
21.5 |
% |
|
|
|
|
|
|
|
|
Other
(1)
|
|
56,956 |
|
|
10.3 |
% |
|
49,176 |
|
|
9.3 |
% |
|
|
|
|
|
|
|
|
Total
|
|
$ |
560,739 |
|
|
100.0 |
% |
|
$ |
537,425 |
|
|
100.0 |
% |
|
|
|
|
|
|
|
|
(1)
Other revenues include building rental revenue, which is not under
the scope of Revenue from Contracts with Customers (Topic 606).
Building rental revenue was approximately $7 million for the
first quarters of 2023 and 2022, respectively.
The following table summarizes digital and print subscription
revenues, which are components of subscription revenues above, for
the quarters ended March 31, 2023, and March 27,
2022:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Quarters Ended |
|
|
(In thousands) |
|
March 31, 2023 |
|
As % of total |
|
March 27, 2022 |
|
As % of total |
|
|
|
|
|
|
|
|
Digital-only subscription revenues
(1)
|
|
$ |
258,768 |
|
|
65.1 |
% |
|
$ |
226,763 |
|
|
61.0 |
% |
|
|
|
|
|
|
|
|
Print subscription revenues: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Domestic home delivery subscription revenues
(2)
|
|
125,876 |
|
|
31.7 |
% |
|
131,391 |
|
|
35.3 |
% |
|
|
|
|
|
|
|
|
Single-copy, NYT International and Other subscription
revenues
(3)
|
|
12,898 |
|
|
3.2 |
% |
|
13,825 |
|
|
3.7 |
% |
|
|
|
|
|
|
|
|
Subtotal print subscription revenues |
|
138,774 |
|
|
34.9 |
% |
|
145,216 |
|
|
39.0 |
% |
|
|
|
|
|
|
|
|
Total subscription revenues |
|
$ |
397,542 |
|
|
100.0 |
% |
|
$ |
371,979 |
|
|
100.0 |
% |
|
|
|
|
|
|
|
|
(1)
Includes revenue from digital-only bundled and standalone
subscriptions to our news product, as well as The Athletic and our
Cooking, Games, Audm and Wirecutter products.
|
(2)
Domestic home delivery subscriptions include access to our digital
news product, as well as The Athletic and our Cooking, Games and
Wirecutter products.
|
(3)
NYT International is the international edition of our print
newspaper.
|
The following table summarizes digital and print advertising
revenues, which are components of advertising revenues above, for
the quarters ended March 31, 2023, and March 27,
2022:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Quarters Ended |
|
|
(In thousands) |
|
March 31, 2023 |
|
As % of total |
|
March 27, 2022 |
|
As % of total |
|
|
|
|
|
|
|
|
Advertising revenues: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Digital |
|
$ |
61,271 |
|
|
57.7 |
% |
|
$ |
67,014 |
|
|
57.6 |
% |
|
|
|
|
|
|
|
|
Print |
|
44,970 |
|
|
42.3 |
% |
|
49,256 |
|
|
42.4 |
% |
|
|
|
|
|
|
|
|
Total advertising |
|
$ |
106,241 |
|
|
100.0 |
% |
|
$ |
116,270 |
|
|
100.0 |
% |
|
|
|
|
|
|
|
|
Performance Obligations
We have remaining performance obligations related to digital
archive and other licensing and certain advertising contracts. As
of March 31, 2023, the aggregate amount of the transaction
price allocated to the remaining performance obligations for
contracts with a duration greater than one year was approximately
$211 million. The Company will recognize this revenue as
performance obligations are satisfied. We expect that approximately
$56 million, $68 million and $87 million will be recognized in the
remainder of 2023, 2024 and thereafter through 2028,
respectively.
Contract Assets
As of March 31, 2023, and December 31, 2022, the Company
had $3.8 million, respectively, in contract assets recorded in the
Condensed Consolidated Balance Sheets related to digital archiving
licensing revenue. The contract asset is reclassified to
Accounts receivable
when the customer is invoiced based on the contractual billing
schedule.
THE NEW YORK TIMES COMPANY
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS
(Unaudited)
NOTE 4. MARKETABLE SECURITIES
The Company accounts for its marketable securities as available for
sale (“AFS”). The Company recorded $8.8 million and $11.4
million of pre-tax net unrealized losses in
Accumulated other comprehensive income
(“AOCI”) as of March 31, 2023, and December 31, 2022,
respectively.
The following tables present the amortized cost, gross unrealized
gains and losses, and fair market value of our AFS securities as of
March 31, 2023, and December 31, 2022:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
March 31, 2023 |
(In thousands) |
|
Amortized Cost |
|
Gross Unrealized Gains |
|
Gross Unrealized Losses |
|
Fair Value |
|
|
|
|
|
|
|
|
|
Short-term AFS securities |
|
|
|
|
|
|
|
|
Corporate debt securities |
|
$ |
75,861 |
|
|
$ |
— |
|
|
$ |
(2,178) |
|
|
$ |
73,683 |
|
U.S. Treasury securities |
|
32,844 |
|
|
— |
|
|
(615) |
|
|
32,229 |
|
U.S. governmental agency securities |
|
27,805 |
|
|
— |
|
|
(679) |
|
|
27,126 |
|
Municipal securities |
|
6,393 |
|
|
— |
|
|
(77) |
|
|
6,316 |
|
Total short-term AFS securities |
|
$ |
142,903 |
|
|
$ |
— |
|
|
$ |
(3,549) |
|
|
$ |
139,354 |
|
Long-term AFS securities |
|
|
|
|
|
|
|
|
Corporate debt securities |
|
$ |
79,998 |
|
|
$ |
— |
|
|
$ |
(4,010) |
|
|
$ |
75,988 |
|
U.S. Treasury securities |
|
23,981 |
|
|
— |
|
|
(1,211) |
|
|
22,770 |
|
U.S. governmental agency securities |
|
999 |
|
|
— |
|
|
(54) |
|
|
945 |
|
Total long-term AFS securities |
|
$ |
104,978 |
|
|
$ |
— |
|
|
$ |
(5,275) |
|
|
$ |
99,703 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2022 |
(In thousands) |
|
Amortized Cost |
|
Gross Unrealized Gains |
|
Gross Unrealized Losses |
|
Fair Value |
|
|
|
|
|
|
|
|
|
Short-term AFS securities |
|
|
|
|
|
|
|
|
Corporate debt securities |
|
$ |
52,315 |
|
|
$ |
— |
|
|
$ |
(1,286) |
|
|
$ |
51,029 |
|
U.S. Treasury securities |
|
45,096 |
|
|
— |
|
|
(963) |
|
|
44,133 |
|
U.S. governmental agency securities |
|
22,806 |
|
|
— |
|
|
(722) |
|
|
22,084 |
|
Municipal securities |
|
8,903 |
|
|
— |
|
|
(177) |
|
|
8,726 |
|
Total short-term AFS securities |
|
$ |
129,120 |
|
|
$ |
— |
|
|
$ |
(3,148) |
|
|
$ |
125,972 |
|
Long-term AFS securities |
|
|
|
|
|
|
|
|
Corporate debt securities |
|
115,207 |
|
|
$ |
— |
|
|
$ |
(6,377) |
|
|
$ |
108,830 |
|
U.S. Treasury securities |
|
25,990 |
|
|
— |
|
|
(1,576) |
|
|
24,414 |
|
U.S. governmental agency securities |
|
5,999 |
|
|
— |
|
|
(326) |
|
|
5,673 |
|
Total long-term AFS securities |
|
$ |
147,196 |
|
|
$ |
— |
|
|
$ |
(8,279) |
|
|
$ |
138,917 |
|
THE NEW YORK TIMES COMPANY
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS
(Unaudited)
The following tables represent the AFS securities as of
March 31, 2023, and December 31, 2022, that were in an
unrealized loss position for which an allowance for credit losses
has not been recorded, aggregated by investment category and the
length of time that individual securities have been in a continuous
unrealized loss position:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
March 31, 2023 |
|
|
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 |
|
$ |
4,034 |
|
|
$ |
(11) |
|
|
$ |
69,649 |
|
|
$ |
(2,167) |
|
|
$ |
73,683 |
|
|
$ |
(2,178) |
|
U.S. Treasury securities |
|
— |
|
|
— |
|
|
32,229 |
|
|
(615) |
|
|
32,229 |
|
|
(615) |
|
U.S. governmental agency securities |
|
— |
|
|
— |
|
|
27,126 |
|
|
(679) |
|
|
27,126 |
|
|
(679) |
|
Municipal securities |
|
— |
|
|
— |
|
|
6,316 |
|
|
(77) |
|
|
6,316 |
|
|
(77) |
|
Total short-term AFS securities |
|
$ |
4,034 |
|
|
$ |
(11) |
|
|
$ |
135,320 |
|
|
$ |
(3,538) |
|
|
$ |
139,354 |
|
|
$ |
(3,549) |
|
Long-term AFS securities |
|
|
|
|
|
|
|
|
|
|
|
|
Corporate debt securities |
|
$ |
555 |
|
|
$ |
(14) |
|
|
$ |
75,433 |
|
|
$ |
(3,996) |
|
|
$ |
75,988 |
|
|
$ |
(4,010) |
|
U.S. Treasury securities |
|
286 |
|
|
(7) |
|
|
22,484 |
|
|
(1,204) |
|
|
22,770 |
|
|
(1,211) |
|
U.S. governmental agency securities |
|
— |
|
|
— |
|
|
945 |
|
|
(54) |
|
|
945 |
|
|
(54) |
|
Total long-term AFS securities |
|
$ |
841 |
|
|
$ |
(21) |
|
|
$ |
98,862 |
|
|
$ |
(5,254) |
|
|
$ |
99,703 |
|
|
$ |
(5,275) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2022 |
|
|
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 |
|
$ |
3,799 |
|
|
$ |
(11) |
|
|
$ |
47,230 |
|
|
$ |
(1,275) |
|
|
$ |
51,029 |
|
|
$ |
(1,286) |
|
U.S. Treasury securities |
|
— |
|
|
— |
|
|
44,133 |
|
|
(963) |
|
|
44,133 |
|
|
(963) |
|
U.S. governmental agency securities |
|
— |
|
|
— |
|
|
22,084 |
|
|
(722) |
|
|
22,084 |
|
|
(722) |
|
Municipal securities |
|
— |
|
|
— |
|
|
8,726 |
|
|
(177) |
|
|
8,726 |
|
|
(177) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total short-term AFS securities |
|
$ |
3,799 |
|
|
$ |
(11) |
|
|
$ |
122,173 |
|
|
$ |
(3,137) |
|
|
$ |
125,972 |
|
|
$ |
(3,148) |
|
Long-term AFS securities |
|
|
|
|
|
|
|
|
|
|
|
|
Corporate debt securities |
|
$ |
2,004 |
|
|
$ |
(57) |
|
|
$ |
106,826 |
|
|
$ |
(6,320) |
|
|
$ |
108,830 |
|
|
$ |
(6,377) |
|
U.S. Treasury securities |
|
282 |
|
|
(9) |
|
|
24,132 |
|
|
(1,567) |
|
|
24,414 |
|
|
(1,576) |
|
U.S. governmental agency securities |
|
— |
|
|
— |
|
|
5,673 |
|
|
(326) |
|
|
5,673 |
|
|
(326) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total long-term AFS securities |
|
$ |
2,286 |
|
|
$ |
(66) |
|
|
$ |
136,631 |
|
|
$ |
(8,213) |
|
|
$ |
138,917 |
|
|
$ |
(8,279) |
|
We assess AFS securities on a quarterly basis or more often if a
potential loss-triggering event occurs.
As of March 31, 2023,
and December 31, 2022, we did not intend to sell and it was
not likely that we would be required to sell these investments
before recovery of their amortized cost basis, which may be at
maturity. Unrealized losses related to these investments are
primarily due to interest rate fluctuations as opposed to changes
in credit quality. Therefore, as of March 31,
2023,
and December 31, 2022, we have recognized no losses
or allowance for credit losses related to AFS
securities.
THE NEW YORK TIMES COMPANY
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS
(Unaudited)
As of March 31, 2023, our short-term and long-term marketable
securities had remaining maturities of less than one month to 12
months and 13 months to 24 months, respectively. See Note 8 for
more information regarding the fair value of our marketable
securities.
NOTE 5. GOODWILL AND INTANGIBLES
Goodwill and Intangibles
The changes in the carrying amount of goodwill as of March 31,
2023, and since December 26, 2021, were as
follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(In thousands) |
|
NYTG |
|
The Athletic |
|
Total |
Balance as of December 26, 2021 |
|
$ |
166,360 |
|
|
$ |
— |
|
|
$ |
166,360 |
|
Foreign currency translation |
|
(3,674) |
|
|
— |
|
|
(3,674) |
|
Acquisition of The Athletic Media Company |
|
— |
|
|
249,792 |
|
|
249,792 |
|
Measurement period adjustments |
|
— |
|
|
1,568 |
|
|
1,568 |
|
Balance as of December 31, 2022 |
|
162,686 |
|
|
251,360 |
|
|
414,046 |
|
Foreign currency translation |
|
1,088 |
|
|
— |
|
|
1,088 |
|
Balance as of March 31, 2023 |
|
$ |
163,774 |
|
|
$ |
251,360 |
|
|
$ |
415,134 |
|
The foreign currency translation line item reflects changes in
goodwill resulting from fluctuating exchange rates related to the
consolidation of certain international subsidiaries.
As of March 31, 2023, the gross book value and accumulated
amortization of the finite-lived intangible assets were as
follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(In thousands) |
|
Gross book value |
|
Accumulated amortization |
|
Net book value |
|
Remaining Weighted-Average Useful Life (Years) |
Trademark |
|
$ |
162,618 |
|
|
$ |
(10,936) |
|
|
$ |
151,682 |
|
|
19.0 |
Existing subscriber base |
|
136,500 |
|
|
(14,625) |
|
|
121,875 |
|
|
11.0 |
Developed technology |
|
38,401 |
|
|
(9,878) |
|
|
28,523 |
|
|
4.0 |
Content archive |
|
5,751 |
|
|
(2,826) |
|
|
2,925 |
|
|
2.6 |
Total finite-lived intangibles |
|
$ |
343,270 |
|
|
$ |
(38,265) |
|
|
$ |
305,005 |
|
|
14.2 |
Amortization expense for intangible assets included in
Depreciation and amortization
in our Condensed Consolidated Statements of Operations was
$7.3 million and $5.0 million for the first quarters of 2023
and 2022, respectively. The estimated aggregate amortization
expense for the remainder of 2023 and each of the following fiscal
years ending December 31 is presented below:
|
|
|
|
|
|
|
|
|
(In thousands) |
|
|
Remainder of 2023 |
|
$ |
21,985 |
|
2024 |
|
27,487 |
|
2025 |
|
27,213 |
|
2026 |
|
26,960 |
|
2027 |
|
20,171 |
|
Thereafter |
|
181,189 |
|
Total amortization expense |
|
$ |
305,005 |
|
The aggregate carrying amount of intangible assets of $310.0
million, which includes an indefinite-lived intangible of $5.0
million, is included in
Intangible assets, net
in our Condensed Consolidated Balance Sheet as of March 31,
2023.
THE NEW YORK TIMES COMPANY
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS
(Unaudited)
NOTE 6. INVESTMENTS
Non-Marketable Equity Securities
Our non-marketable equity securities are investments in privately
held companies/funds without readily determinable market values.
Gains and losses on non-marketable securities revalued, sold or
impaired are recognized in
Interest income and other, net
in our Condensed Consolidated Statements of
Operations.
As of March 31, 2023, and December 31, 2022,
non-marketable equity securities included in
Miscellaneous assets
in our Condensed Consolidated Balance Sheets had a carrying value
of $29.8 million.
NOTE 7. OTHER
Capitalized Computer Software Costs
Amortization of capitalized computer software costs included
in
Depreciation and amortization
in our Condensed Consolidated Statements of Operations was $1.7
million and $1.9 million for the first quarters of 2023 and 2022,
respectively.
Interest income and other, net
Interest income and other, net,
as shown in the accompanying Condensed Consolidated Statements of
Operations, was as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Quarters Ended |
|
|
(In thousands) |
|
March 31, 2023 |
|
March 27, 2022 |
|
|
|
|
Interest income |
|
$ |
3,421 |
|
|
$ |
1,222 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest expense |
|
(248) |
|
|
(147) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total interest income and other, net |
|
$ |
3,173 |
|
|
$ |
1,075 |
|
|
|
|
|
Restricted Cash
A reconciliation of cash, cash equivalents and restricted cash as
of March 31, 2023, and March 27, 2022, from the Condensed
Consolidated Balance Sheets to the Condensed Consolidated
Statements of Cash Flows is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(In thousands) |
|
March 31, 2023 |
|
March 27, 2022 |
Reconciliation of cash, cash equivalents and restricted
cash |
|
|
|
|
Cash and cash equivalents |
|
$ |
235,350 |
|
|
$ |
169,171 |
|
|
|
|
|
|
Restricted cash included within miscellaneous assets |
|
13,936 |
|
|
14,381 |
|
Total cash, cash equivalents and restricted cash shown in the
Condensed Consolidated Statements of Cash Flows |
|
$ |
249,286 |
|
|
$ |
183,552 |
|
Substantially all of the amount included in restricted cash is set
aside to collateralize workers’ compensation
obligations.
Revolving Credit Facility
On July 27, 2022, the Company entered into an amendment and
restatement of its previous credit facility that, among other
changes, increased the committed amount to $350.0 million and
extended the maturity date to July 27, 2027 (as amended and
restated, the “Credit Facility”). Certain of the Company’s domestic
subsidiaries have guaranteed the Company’s obligations under the
Credit Facility. Borrowings under the Credit Facility bear interest
at specified rates based on our utilization and consolidated
leverage ratio. The Credit Facility contains various customary
affirmative and negative covenants. In addition, the Company is
obligated to pay a quarterly unused commitment fee at an annual
rate of 0.20%.
As of March 31, 2023, and December 31, 2022, there was
approximately $0.6 million in outstanding letters of credit
and the remaining committed amount remains available. As of
March 31, 2023, the Company was in compliance with the
financial covenants contained in the Credit Facility.
Severance Costs
We recognized $3.8 million in severance costs in the first quarter
of 2023 and no severance costs in the first quarter of 2022,
respectively. These costs are recorded in
General and administrative costs
in our Condensed Consolidated Statements of
Operations.
We had a severance liability of $7.0 million and $4.4 million
included in
Accrued expenses and other
in our Condensed Consolidated Balance Sheets as of March 31,
2023, and December 31, 2022, respectively.
THE NEW YORK TIMES COMPANY
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS
(Unaudited)
NOTE 8. FAIR VALUE MEASUREMENTS
Fair value is the price that would be received upon the sale of an
asset or paid upon transfer of a liability in an orderly
transaction between market participants at the measurement date.
The transaction would be in the principal or most advantageous
market for the asset or liability, based on assumptions that a
market participant would use in pricing the asset or liability. The
fair value hierarchy consists of three levels:
Level 1–quoted prices in active markets for identical assets or
liabilities that the reporting entity has the ability to access at
the measurement date;
Level 2–inputs other than quoted prices included within Level 1
that are observable for the asset or liability, either directly or
indirectly; and
Level 3–unobservable inputs for the asset or
liability.
Assets/Liabilities Measured and Recorded at Fair Value on a
Recurring Basis
The following table summarizes our financial assets and liabilities
measured at fair value on a recurring basis as of March 31,
2023, and December 31, 2022:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(In thousands) |
|
March 31, 2023 |
|
December 31, 2022 |
|
Total |
|
Level 1 |
|
Level 2 |
|
Level 3 |
|
Total |
|
Level 1 |
|
Level 2 |
|
Level 3 |
Assets: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Short-term AFS securities
(1)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Corporate debt securities |
|
$ |
73,683 |
|
|
$ |
— |
|
|
$ |
73,683 |
|
|
$ |
— |
|
|
$ |
51,029 |
|
|
$ |
— |
|
|
$ |
51,029 |
|
|
$ |
— |
|
U.S. Treasury securities |
|
32,229 |
|
|
— |
|
|
32,229 |
|
|
— |
|
|
44,133 |
|
|
— |
|
|
44,133 |
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. governmental agency securities |
|
27,126 |
|
|
— |
|
|
27,126 |
|
|
— |
|
|
22,084 |
|
|
— |
|
|
22,084 |
|
|
— |
|
Municipal securities |
|
6,316 |
|
|
— |
|
|
6,316 |
|
|
— |
|
|
8,726 |
|
|
— |
|
|
8,726 |
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total short-term AFS securities |
|
$ |
139,354 |
|
|
$ |
— |
|
|
$ |
139,354 |
|
|
$ |
— |
|
|
$ |
125,972 |
|
|
$ |
— |
|
|
$ |
125,972 |
|
|
$ |
— |
|
Long-term AFS securities
(1)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Corporate debt securities |
|
$ |
75,988 |
|
|
$ |
— |
|
|
$ |
75,988 |
|
|
$ |
— |
|
|
$ |
108,830 |
|
|
$ |
— |
|
|
$ |
108,830 |
|
|
$ |
— |
|
U.S. Treasury securities |
|
22,770 |
|
|
— |
|
|
22,770 |
|
|
— |
|
|
24,414 |
|
|
— |
|
|
24,414 |
|
|
— |
|
U.S. governmental agency securities |
|
945 |
|
|
— |
|
|
945 |
|
|
— |
|
|
5,673 |
|
|
— |
|
|
5,673 |
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total long-term AFS securities |
|
$ |
99,703 |
|
|
$ |
— |
|
|
$ |
99,703 |
|
|
$ |
— |
|
|
$ |
138,917 |
|
|
$ |
— |
|
|
$ |
138,917 |
|
|
$ |
— |
|
Liabilities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Deferred compensation
(2)(3)
|
|
$ |
12,513 |
|
|
$ |
12,513 |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
14,635 |
|
|
$ |
14,635 |
|
|
$ |
— |
|
|
$ |
— |
|
Contingent consideration
(4)
|
|
$ |
4,392 |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
4,392 |
|
|
$ |
5,324 |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
5,324 |
|
(1)
We classified these investments as Level 2 since the fair value is
based on market observable inputs for investments with similar
terms and maturities.
(2)
The deferred compensation liability, included in
Other liabilities—other
in our Condensed Consolidated Balance Sheets, consists of deferrals
under The New York Times Company Deferred Executive Compensation
Plan (the “DEC”), a frozen plan that enabled certain eligible
executives to elect to defer a portion of their compensation on a
pre-tax basis. The deferred amounts are invested at the executives’
option in various mutual funds. The fair value of deferred
compensation is based on the mutual fund investments elected by the
executives and on quoted prices in active markets for identical
assets. Participation in the DEC was frozen effective December 31,
2015.
(3) The
Company invests the assets associated with the deferred
compensation liability in life insurance products. Our investments
in life insurance products are included in
Miscellaneous assets
in our Condensed Consolidated Balance Sheets, and
were $49.8 million as of March 31, 2023,
and $48.4 million as of December 31, 2022. The
fair value of these assets is measured using the net asset value
per share (or its equivalent) and has not been classified in the
fair value hierarchy.
(4)
The remaining contingent consideration balances (as discussed
below) are included in Accrued expenses and other, for the current
portion of the liability, and Other non-current liabilities, for
the long-term portion of the liability, in our Condensed
Consolidated Balance Sheets.
THE NEW YORK TIMES COMPANY
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS
(Unaudited)
Level 3 Liabilities
The contingent consideration liability is related to the 2020
acquisition of substantially all the assets and certain liabilities
of Serial Productions, LLC and represents contingent payments based
on the achievement of certain operational targets, as defined in
the acquisition agreement, over the five years following the
acquisition. The Company estimated the fair value using a
probability-weighted discounted cash flow model. The estimate of
the fair value of contingent consideration requires subjective
assumptions to be made regarding probabilities assigned to
operational targets and the discount rate. As the fair value is
based on significant unobservable inputs, this is a Level 3
liability.
The following table presents changes in the contingent
consideration balances for the quarters ended March 31, 2023,
and March 27, 2022:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Quarters Ended |
|
|
(In thousands) |
|
March 31, 2023 |
|
March 27, 2022 |
|
|
|
|
Balance at the beginning of the period
|
|
$ |
5,324 |
|
|
$ |
7,450 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Payments |
|
(1,724) |
|
|
(1,724) |
|
|
|
|
|
Fair value adjustments
(1)
|
|
792 |
|
|
132 |
|
|
|
|
|
Contingent consideration at the end of the period |
|
$ |
4,392 |
|
|
$ |
5,858 |
|
|
|
|
|
(1)
Fair value adjustments are included in General and administrative
costs in our Condensed Consolidated Statements of
Operations.
|
NOTE 9. PENSION AND OTHER POSTRETIREMENT BENEFITS
Pension
Single-Employer Plans
We maintain The New York Times Companies Pension Plan, a frozen
single-employer defined benefit pension plan. The Company also
jointly sponsors a defined benefit plan with The NewsGuild of New
York known as the Guild-Times Adjustable Pension Plan (the “APP”)
that continues to accrue active benefits.
We also have a foreign-based pension plan for certain employees
(the “foreign plan”). The information for the foreign plan is
combined with the information for U.S. non-qualified plans. The
benefit obligation of the foreign plan is immaterial to our total
benefit obligation.
The components of net periodic pension (income)/cost were as
follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Quarters Ended |
|
|
March 31, 2023 |
|
March 27, 2022 |
(In thousands) |
|
Qualified
Plans |
|
Non-
Qualified
Plans |
|
All
Plans |
|
Qualified
Plans |
|
Non-
Qualified
Plans |
|
All
Plans |
Service cost |
|
$ |
1,417 |
|
|
$ |
— |
|
|
$ |
1,417 |
|
|
$ |
2,882 |
|
|
$ |
— |
|
|
$ |
2,882 |
|
Interest cost |
|
14,198 |
|
|
2,296 |
|
|
16,494 |
|
|
8,837 |
|
|
1,284 |
|
|
10,121 |
|
Expected return on plan assets |
|
(19,122) |
|
|
— |
|
|
(19,122) |
|
|
(13,807) |
|
|
— |
|
|
(13,807) |
|
Amortization of actuarial loss |
|
663 |
|
|
890 |
|
|
1,553 |
|
|
3,266 |
|
|
1,643 |
|
|
4,909 |
|
Amortization of prior service credit |
|
(486) |
|
|
— |
|
|
(486) |
|
|
(486) |
|
|
— |
|
|
(486) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net periodic pension (income)/cost |
|
$ |
(3,330) |
|
|
$ |
3,186 |
|
|
$ |
(144) |
|
|
$ |
692 |
|
|
$ |
2,927 |
|
|
$ |
3,619 |
|
During the first quarters of 2023 and 2022, we made pension
contributions of $2.0 million and $2.3 million, respectively, to
the APP. We expect to make contractual contributions in 2023 of
approximately $10 million, which more than satisfy minimum
funding requirements.
THE NEW YORK TIMES COMPANY
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS
(Unaudited)
Other Postretirement Benefits
The components of net periodic postretirement benefit cost were as
follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Quarters Ended |
|
|
(In thousands) |
|
March 31, 2023 |
|
March 27, 2022 |
|
|
|
|
Service cost |
|
$ |
8 |
|
|
$ |
12 |
|
|
|
|
|
Interest cost |
|
375 |
|
|
183 |
|
|
|
|
|
Amortization of actuarial loss |
|
486 |
|
|
823 |
|
|
|
|
|
Amortization of prior service credit |
|
— |
|
|
(236) |
|
|
|
|
|
Net periodic postretirement benefit cost |
|
$ |
869 |
|
|
$ |
782 |
|
|
|
|
|
NOTE 10. INCOME TAXES
The Company had income tax expense of $9.4 million and $1.1 million
in the first quarters of 2023 and 2022, respectively. The Company’s
effective tax rates were 29.7% and 19.1% for the first quarters of
2023 and 2022, respectively. The increase in income tax expense was
primarily due to higher income in the first quarter of 2023. The
increase in the effective tax rate was primarily due to the effect
of a decline in the stock price on stock-based awards that settled
in the first quarter of 2023.
Beginning in 2022, the Tax Cuts and Jobs Act of 2017 eliminated the
option to deduct research and development expenditures immediately
in the year incurred and instead requires taxpayers to capitalize
and amortize such expenditures over five years. In 2022, our cash
from operations decreased by approximately $60 million and our
net deferred tax assets increased by a similar amount as a result
of this legislation. In 2023, we expect a negative impact on our
cash from operations of approximately $45 million. The actual
impact on fiscal 2023 cash from operations will depend on the
amount of research and development costs we incur, on whether
Congress modifies or repeals this provision, and on whether new
guidance and interpretive rules are issued by the U.S. Treasury,
among other factors.
On August 16, 2022, the President signed the Inflation Reduction
Act of 2022 (the “IRA”) into law. We do not expect the tax-related
provisions of the IRA, which are effective beginning in 2023, to
have a material impact on our consolidated financial
statements.
NOTE 11. EARNINGS PER SHARE
We compute earnings per share based upon the lower of the two-class
method or the treasury stock method. The two-class method is an
earnings allocation method used when a company’s capital structure
includes either two or more classes of common stock or common stock
and participating securities. This method determines earnings per
share based on dividends declared on common stock and participating
securities (i.e., distributed earnings), as well as participation
rights of participating securities in any undistributed
earnings.
Earnings per share is computed using both basic shares and diluted
shares. The difference between basic and diluted shares is that
diluted shares include the dilutive effect of the assumed exercise
of outstanding securities. Our stock-settled long-term performance
awards and restricted stock units could have a significant impact
on diluted shares. The difference between basic and diluted shares
was approximately 0.4 million in each of the first quarters of 2023
and 2022, and resulted primarily from the dilutive effect of our
Stock-Based Awards.
Securities that could potentially be dilutive are excluded from the
computation of diluted earnings per share when a loss from
continuing operations exists or when the exercise price exceeds the
market value of our Class A Common Stock because their inclusion
would result in an anti-dilutive effect on per share
amounts.
There were approximately 1.1 million and 0.2 million
restricted stock units excluded from the computation of diluted
earnings per share in the first quarters of 2023 and 2022,
respectively, because they were anti-dilutive. There were no
anti-dilutive stock-settled long-term performance awards excluded
from the computation of diluted earnings per share in the first
quarters of 2023 and 2022.
NOTE 12. SUPPLEMENTAL STOCKHOLDERS’ EQUITY INFORMATION
Share Repurchases
In February 2022, the Board of Directors approved a
$150 million Class A share repurchase program that replaced
the previous program, which was approved in 2015. In February 2023,
in addition to the remaining 2022 authorization, the Board of
Directors approved a $250 million Class A share repurchase
program. The authorizations provide that shares of Class
A
THE NEW YORK TIMES COMPANY
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS
(Unaudited)
Common Stock may be purchased from time to time as market
conditions warrant, through open-market purchases, privately
negotiated transactions or other means, including Rule 10b5-1
trading plans. We expect to repurchase shares to offset the impact
of dilution from our equity compensation program and to return
capital to our stockholders. There is no expiration date with
respect to these authorizations.
As of March 31, 2023, repurchases under these authorizations
totaled approximately $135.7 million (excluding commissions) and
approximately $264.3 million remained.
Accumulated Other Comprehensive Income
The following table summarizes the changes in AOCI by component as
of March 31, 2023:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(In thousands) |
|
Foreign Currency Translation Adjustments |
|
Funded Status of Benefit Plans |
|
Net Unrealized Loss on Available-For-Sale Securities |
|
Total Accumulated Other Comprehensive Loss |
Balance as of December 31, 2022 |
|
$ |
(510) |
|
|
$ |
(348,947) |
|
|
$ |
(8,390) |
|
|
$ |
(357,847) |
|
Other comprehensive income before reclassifications, before
tax |
|
848 |
|
|
— |
|
|
2,602 |
|
|
3,450 |
|
Amounts reclassified from accumulated other comprehensive loss,
before tax |
|
— |
|
|
1,553 |
|
|
— |
|
|
1,553 |
|
Income tax expense |
|
194 |
|
|
411 |
|
|
689 |
|
|
1,294 |
|
Net current-period other comprehensive income, net of
tax |
|
654 |
|
|
1,142 |
|
|
1,913 |
|
|
3,709 |
|
|
|
|
|
|
|
|
|
|
Balance as of March 31, 2023 |
|
$ |
144 |
|
|
$ |
(347,805) |
|
|
$ |
(6,477) |
|
|
$ |
(354,138) |
|
The following table summarizes the reclassifications from AOCI for
the quarter ended March 31, 2023:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(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)
|
|
$ |
(486) |
|
|
Other components of net periodic benefit (income)/costs |
Amortization of actuarial loss
(1)
|
|
2,039 |
|
|
Other components of net periodic benefit (income)/costs |
|
|
|
|
|
Total reclassification, before tax
(2)
|
|
1,553 |
|
|
|
Income tax expense |
|
411 |
|
|
Income tax expense |
Total reclassification, net of tax |
|
$ |
1,142 |
|
|
|
(1)
These AOCI components are included in the computation of net
periodic benefit (income)/cost for pension and other postretirement
benefits. See Note 9 for more information.
|
(2)
There were no reclassifications relating to noncontrolling interest
for the quarter ended March 31, 2023.
|
Stock-based Compensation Expense
Total stock-based compensation expense included in the Condensed
Consolidated Statements of Operations is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Quarters Ended |
|
|
(In thousands) |
|
March 31, 2023 |
|
March 27, 2022 |
|
|
|
|
Cost of revenue |
|
$ |
2,230 |
|
|
$ |
1,589 |
|
|
|
|
|
Sales and marketing |
|
420 |
|
|
365 |
|
|
|
|
|
Product development |
|
3,884 |
|
|
1,751 |
|
|
|
|
|
General and administrative |
|
4,366 |
|
|
3,349 |
|
|
|
|
|
Total stock-based compensation expense |
|
$ |
10,900 |
|
|
$ |
7,054 |
|
|
|
|
|
THE NEW YORK TIMES COMPANY
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS
(Unaudited)
NOTE 13. SEGMENT INFORMATION
The Company identifies a business as an operating segment if: (i)
it engages in business activities from which it may earn revenues
and incur expenses; (ii) its operating results are regularly
reviewed by the Company’s President and Chief Executive Officer
(who is the Company’s Chief Operating Decision Maker) to make
decisions about resources to be allocated to the segment and assess
its performance; and (iii) it has available discrete financial
information.
Since the acquisition of The Athletic in the first quarter of 2022,
the Company has had two reportable segments: NYTG and The
Athletic. These segments are evaluated regularly by the Company’s
Chief Operating Decision Maker in assessing performance and
allocating resources. Management uses adjusted operating profit
(loss) by segment in assessing performance and allocating
resources. The Company includes in its presentation revenues and
adjusted operating costs to arrive at adjusted operating profit
(loss) by segment. Adjusted operating costs are defined as
operating costs before depreciation and amortization, severance and
multiemployer pension plan withdrawal costs. Adjusted operating
profit is defined as operating profit before depreciation and
amortization, severance, multiemployer pension plan withdrawal
costs and special items. Asset information by segment is not a
measure of performance used by the Company’s Chief Operating
Decision Maker. Accordingly, we have not disclosed asset
information by segment.
Subscription revenue from our multi-product digital subscription
package (or “bundle”) is allocated to NYTG and The Athletic. We
allocate revenue first to our digital news product based on its
list price and then the remaining bundle revenue is allocated to
the other products in the bundle, including The Athletic, based on
their relative list price. The direct variable expenses associated
with the bundle, which include credit card fees, third party fees
and sales taxes, are allocated to NYTG and The Athletic based on a
historical actual percentage of these costs to bundle
revenue.
The results of The Athletic have been included in our Condensed
Consolidated Financial Statements beginning February 1, 2022, the
date of the acquisition. As a result, first quarter 2022 results
include The Athletic for approximately two months while first
quarter 2023 results include the Athletic for the full
quarter.
The following tables present segment information:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Quarters Ended |
|
|
(In thousands) |
|
March 31, 2023 |
|
March 27, 2022 |
|
% Change |
|
|
|
|
|
|
Revenues |
|
|
|
|
|
|
|
|
|
|
|
|
NYTG |
|
$ |
532,092 |
|
|
$ |
525,268 |
|
|
1.3 |
% |
|
|
|
|
|
|
The Athletic |
|
28,647 |
|
|
12,157 |
|
|
* |
|
|
|
|
|
|
Total revenues |
|
$ |
560,739 |
|
|
$ |
537,425 |
|
|
4.3 |
% |
|
|
|
|
|
|
Adjusted operating costs |
|
|
|
|
|
|
|
|
|
|
|
|
NYTG |
|
$ |
470,337 |
|
|
$ |
457,543 |
|
|
2.8 |
% |
|
|
|
|
|
|
The Athletic |
|
36,427 |
|
|
18,979 |
|
|
91.9 |
% |
|
|
|
|
|
|
Total adjusted operating costs |
|
$ |
506,764 |
|
|
$ |
476,522 |
|
|
6.3 |
% |
|
|
|
|
|
|
Adjusted operating profit (loss) |
|
|
|
|
|
|
|
|
|
|
|
|
NYTG |
|
$ |
61,755 |
|
|
$ |
67,725 |
|
|
(8.8) |
% |
|
|
|
|
|
|
The Athletic |
|
(7,780) |
|
|
(6,822) |
|
|
14.0 |
% |
|
|
|
|
|
|
Total adjusted operating profit |
|
$ |
53,975 |
|
|
$ |
60,903 |
|
|
(11.4) |
% |
|
|
|
|
|
|
AOP margin % - NYTG |
|
11.6 |
% |
|
12.9 |
% |
|
(130) bps |
|
|
|
|
|
|
* Represents a change equal to or in excess of 100% or not
meaningful. |
|
|
|
|
|
|
THE NEW YORK TIMES COMPANY
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS
(Unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenues detail by segment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Quarters Ended |
|
|
(In thousands) |
|
March 31, 2023 |
|
March 27, 2022 |
|
% Change |
|
|
|
|
|
|
NYTG |
|
|
|
|
|
|
|
|
|
|
|
|
Subscription |
|
$ |
373,466 |
|
|
$ |
361,602 |
|
|
3.3 |
% |
|
|
|
|
|
|
Advertising |
|
102,090 |
|
|
114,490 |
|
|
(10.8) |
% |
|
|
|
|
|
|
Other |
|
56,536 |
|
|
49,176 |
|
|
15.0 |
% |
|
|
|
|
|
|
Total |
|
$ |
532,092 |
|
|
$ |
525,268 |
|
|
1.3 |
% |
|
|
|
|
|
|
The Athletic |
|
|
|
|
|
|
|
|
|
|
|
|
Subscription |
|
$ |
24,076 |
|
|
$ |
10,377 |
|
|
* |
|
|
|
|
|
|
Advertising |
|
4,151 |
|
|
1,780 |
|
|
* |
|
|
|
|
|
|
Other |
|
420 |
|
|
— |
|
|
* |
|
|
|
|
|
|
Total |
|
$ |
28,647 |
|
|
$ |
12,157 |
|
|
* |
|
|
|
|
|
|
The New York Times Company |
|
|
|
|
|
|
|
|
|
|
|
|
Subscription |
|
$ |
397,542 |
|
|
$ |
371,979 |
|
|
6.9 |
% |
|
|
|
|
|
|
Advertising |
|
106,241 |
|
|
116,270 |
|
|
(8.6) |
% |
|
|
|
|
|
|
Other |
|
56,956 |
|
|
49,176 |
|
|
15.8 |
% |
|
|
|
|
|
|
Total |
|
$ |
560,739 |
|
|
$ |
537,425 |
|
|
4.3 |
% |
|
|
|
|
|
|
* Represents a change equal to or in excess of 100% or not
meaningful. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjusted
operating costs (operating costs before depreciation and
amortization, severance and multiemployer pension plan withdrawal
costs) detail by segment |
|
|
For the Quarters Ended |
|
|
(In thousands) |
|
March 31, 2023 |
|
March 27, 2022 |
|
% Change |
|
|
|
|
|
|
NYTG |
|
|
|
|
|
|
|
|
|
|
|
|
Cost of revenue (excluding depreciation and
amortization) |
|
$ |
284,931 |
|
|
$ |
269,476 |
|
|
5.7 |
% |
|
|
|
|
|
|
Sales and marketing |
|
60,121 |
|
|
74,460 |
|
|
(19.3) |
% |
|
|
|
|
|
|
Product development |
|
51,877 |
|
|
45,179 |
|
|
14.8 |
% |
|
|
|
|
|
|
Adjusted general and administrative
(1)
|
|
73,408 |
|
|
68,428 |
|
|
7.3 |
% |
|
|
|
|
|
|
Total |
|
$ |
470,337 |
|
|
$ |
457,543 |
|
|
2.8 |
% |
|
|
|
|
|
|
The Athletic |
|
|
|
|
|
|
|
|
|
|
|
|
Cost of revenue (excluding depreciation and
amortization) |
|
$ |
21,921 |
|
|
$ |
11,889 |
|
|
84.4 |
% |
|
|
|
|
|
|
Sales and marketing |
|
6,913 |
|
|
3,128 |
|
|
* |
|
|
|
|
|
|
Product development |
|
5,185 |
|
|
2,254 |
|
|
* |
|
|
|
|
|
|
Adjusted general and administrative
(2)
|
|
2,408 |
|
|
1,708 |
|
|
41.0 |
% |
|
|
|
|
|
|
Total |
|
$ |
36,427 |
|
|
$ |
18,979 |
|
|
91.9 |
% |
|
|
|
|
|
|
The New York Times Company |
|
|
|
|
|
|
|
|
|
|
|
|
Cost of revenue (excluding depreciation and
amortization) |
|
$ |
306,852 |
|
|
$ |
281,365 |
|
|
9.1 |
% |
|
|
|
|
|
|
Sales and marketing |
|
67,034 |
|
|
77,588 |
|
|
(13.6) |
% |
|
|
|
|
|
|
Product development |
|
57,062 |
|
|
47,433 |
|
|
20.3 |
% |
|
|
|
|
|
|
Adjusted general and administrative |
|
75,816 |
|
|
70,136 |
|
|
8.1 |
% |
|
|
|
|
|
|
Total |
|
$ |
506,764 |
|
|
$ |
476,522 |
|
|
6.3 |
% |
|
|
|
|
|
|
(1)
Excludes severance of $3.3 million and multiemployer pension
withdrawal costs of $1.5 million for the first quarter of 2023,
respectively. Excludes multiemployer pension withdrawal costs of
$1.2 million first quarter 2022.
|
(2)
Excludes $0.5 million of severance for the first quarter of
2023.
|
* Represents a change equal to or in excess of 100% or not
meaningful. |
|
|
|
|
|
|
THE NEW YORK TIMES COMPANY
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS
(Unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Reconciliation of operating costs before depreciation and
amortization, severance and multiemployer pension plan withdrawal
costs (or adjusted operating costs) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Quarters Ended |
|
|
|
|
|
|
(In thousands) |
|
March 31, 2023 |
|
March 27, 2022 |
|
% Change |
|
|
|
|
|
|
|
|
|
|
Operating costs |
|
$ |
532,839 |
|
|
$ |
496,429 |
|
|
7.3 |
% |
|
|
|
|
|
|
|
|
|
|
Less: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation and amortization |
|
20,840 |
|
|
18,686 |
|
|
11.5 |
% |
|
|
|
|
|
|
|
|
|
|
Severance |
|
3,780 |
|
|
— |
|
|
* |
|
|
|
|
|
|
|
|
|
|
Multiemployer pension plan withdrawal costs |
|
1,455 |
|
|
1,221 |
|
|
19.2 |
% |
|
|
|
|
|
|
|
|
|
|
Adjusted operating costs |
|
$ |
506,764 |
|
|
$ |
476,522 |
|
|
6.3 |
% |
|
|
|
|
|
|
|
|
|
|
* Represents a change equal to or in excess of 100% or not
meaningful. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Reconciliation of operating profit before depreciation and
amortization, severance, multiemployer pension plan withdrawal
costs and special items (or adjusted operating profit) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Quarters Ended |
|
|
|
|
|
|
(In thousands) |
|
March 31, 2023 |
|
March 27, 2022 |
|
% Change |
|
|
|
|
|
|
|
|
|
|
Operating profit |
|
$ |
27,900 |
|
|
$ |
6,284 |
|
|
* |
|
|
|
|
|
|
|
|
|
|
Add: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation and amortization |
|
20,840 |
|
|
18,686 |
|
|
11.5 |
% |
|
|
|
|
|
|
|
|
|
|
Severance |
|
3,780 |
|
|
— |
|
|
* |
|
|
|
|
|
|
|
|
|
|
Multiemployer pension plan withdrawal costs |
|
1,455 |
|
|
1,221 |
|
|
19.2 |
% |
|
|
|
|
|
|
|
|
|
|
Special items: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Acquisition-related costs |
|
— |
|
|
34,712 |
|
|
* |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjusted operating profit |
|
$ |
53,975 |
|
|
$ |
60,903 |
|
|
(11.4) |
% |
|
|
|
|
|
|
|
|
|
|
* Represents a change equal to or in excess of 100% or not
meaningful. |
NOTE 14. CONTINGENT LIABILITIES
Legal Proceedings
We are involved in various legal actions incidental to our business
that are now pending against us. These actions generally have
damage claims that are greatly in excess of the payments, if any,
that we would be required to pay if we lost or settled the cases.
Although the Company cannot predict the outcome of these matters,
it is possible that an unfavorable outcome in one or more matters
could be material to the Company’s consolidated results of
operations or cash flows for an individual reporting period.
However, based on currently available information, management does
not believe that the ultimate resolution of these matters,
individually or in the aggregate, is likely to have a material
effect on the Company’s financial position.
Item 2. Management’s Discussion and Analysis of Financial
Condition and Results of Operations
EXECUTIVE OVERVIEW
We are a global media organization focused on creating, collecting
and distributing high-quality news and information that helps our
audience understand and engage with the world. We believe that our
original, independent and high-quality reporting, storytelling and
journalistic excellence set us apart from other news organizations
and are at the heart of what makes our journalism worth paying
for.
We generate revenues principally from the sale of subscriptions and
advertising. Subscription revenues consist of revenues from
standalone and multi-product bundle subscriptions to our digital
products and subscriptions to and single-copy and bulk sales of our
print products. Advertising revenue is derived from the sale of our
advertising products and services. Other revenues primarily consist
of revenues from licensing, Wirecutter affiliate referrals,
commercial printing, the leasing of floors in our headquarters (the
“Company Headquarters”), television and film, retail commerce, our
live events business and our student subscription sponsorship
program.
Our main operating costs are employee-related costs.
In the accompanying analysis of financial information, we present
certain information derived from our consolidated financial
information but not presented in our financial statements prepared
in accordance with generally accepted accounting principles in the
United States of America (“GAAP”). We are presenting in this report
supplemental non-GAAP financial performance measures that exclude
depreciation, amortization, severance, non-operating retirement
costs, and certain identified special items, as applicable. In
addition, we present our free cash flow, defined as net cash
provided by operating activities less capital expenditures. These
non-GAAP financial measures should not be considered in isolation
from or as a substitute for the related GAAP measures, and should
be read in conjunction with financial information presented on a
GAAP basis. For further information and reconciliations of these
non-GAAP measures to the most directly comparable GAAP measures,
see “— Results of Operations — Non-GAAP Financial
Measures.”
First quarter 2022 includes an additional day compared with first
quarter 2023 as a result of the recent change in the Company’s
fiscal year to the calendar year.
The results of The Athletic have been included in our Condensed
Consolidated Financial Statements beginning February 1, 2022, the
date of the acquisition. As a result, first quarter 2022 results
included The Athletic for approximately two months, while first
quarter 2023 results include The Athletic for the full
quarter.
The Company has two reportable segments: The New York Times Group
(“NYTG”) and The Athletic.
Financial Highlights
•Operating
profit increased to $27.9 million in the first quarter of 2023,
compared with $6.3 million in the first quarter of 2022. Operating
profit before depreciation, amortization, severance, multiemployer
pension plan withdrawal costs and special items discussed below
under “Non-GAAP Financial Measures” (or “adjusted operating
profit,” a non-GAAP measure) decreased 11.4% to $54.0 million in
the first quarter of 2023, compared with $60.9 million in the first
quarter of 2022. The increase in operating profit was primarily
attributable to the impact of acquisition-related charges taken in
the prior year and higher digital subscription and other revenues,
which were partially offset by higher operating costs and lower
advertising revenues. Adjusted operating profit (which among other
adjustments exclude the impact of the acquisition-related charges)
decreased as higher digital subscription and other revenues were
more than offset by higher adjusted operating costs and lower
advertising revenues. Operating profit margin (operating profit
expressed as a percentage of revenues) increased to 5.0% in the
first quarter of 2023, compared with 1.2% in the first quarter of
2022. Adjusted operating profit margin (adjusted operating profit
expressed as a percentage of revenues) decreased to 9.6% in the
first quarter of 2023, compared with 11.3% in the first quarter of
2022.
•Total
revenues increased 4.3% to $560.7 million in the first quarter of
2023 from $537.4 million in the first quarter of 2022.
•Total
subscription revenues increased 6.9% to $397.5 million in the first
quarter of 2023 from $372.0 million in the first quarter of 2022.
Digital-only subscription revenues increased 14.1% to $258.8
million in the first quarter of 2023 from $226.8 million in the
first quarter of 2022. Paid digital-only subscribers totaled
approximately 9.02 million at the end of the first quarter of 2023,
a net increase of 190,000 compared with the end of the fourth
quarter of 2022 and a net increase of 790,000
compared with the end of the first quarter of 2022.
•Total
advertising revenues decreased 8.6% to $106.2 million in the first
quarter of 2023 from $116.3 million in the first quarter of 2022,
due to decreases of approximately $5.7 million and $4.3 million in
digital and print advertising revenues, respectively.
•Operating
costs increased 7.3% to $532.8 million in the first quarter of 2023
from $496.4 million in the first quarter of 2022. Operating costs
before depreciation, amortization, severance and multiemployer
pension plan withdrawal costs (or “adjusted operating costs,” a
non-GAAP measure) increased 6.3% to $506.8 million in the first
quarter of 2023 from $476.5 million in the first quarter of
2022.
•Operating
costs that we refer to as “technology costs,” consisting of product
development costs as well as components of costs of revenues and
general and administrative costs, increased 19.7% to $105.2 million
compared with $87.9 million in the first quarter of
2022.
•Diluted
earnings per share were $0.13 and $0.03 for the first quarters of
2023 and 2022, respectively. The increase in diluted EPS was
primarily driven by the impact from acquisition-related costs in
the first quarter of 2022. Diluted earnings per share excluding
severance, non-operating retirement costs and special items
discussed below under “Non-GAAP Financial Measures” (or “adjusted
diluted earnings per share,” a non-GAAP measure) were $0.19 and
$0.21 for the first quarters of 2023 and 2022,
respectively.
Industry Trends, Economic Conditions, Challenges and
Risks
We operate in a highly competitive environment that is subject to
rapid change. Our competitors include information providers and
distributors, as well as news aggregators, search engines and
social media platforms. Competition among these companies is
robust, and new competitors can quickly emerge. We have designed
our strategy to take advantage of both the challenges and
opportunities presented by this period of transformation in our
industry.
We and the companies with which we do business are subject to risks
and uncertainties caused by factors beyond our control, including
economic, public health and geopolitical conditions. These include
economic weakness, uncertainty and volatility, including the
potential for a recession; a competitive labor market and evolving
workforce expectations (including for unionized employees);
inflation; supply chain disruptions; rising interest rates; and
political and sociopolitical uncertainties and conflicts (including
the war in Ukraine). These factors may result in declines and/or
volatility in our results.
We believe the macroeconomic environment has had and may continue
to have an adverse impact on both digital and print advertising
spend.
We are experiencing a competitive labor market and pressure on
compensation and benefit costs for certain employees, mainly in
technology roles. In addition, although we have not seen a
significant impact from inflation on our recent financial results
to date, if it remains at current levels, or increases, for an
extended period, our employee-related costs are likely to increase.
Our printing and distribution costs also have been impacted and may
be further impacted by inflation and higher costs, including those
associated with raw materials, delivery costs and/or
utilities.
We actively monitor industry trends, economic conditions,
challenges and risks to remain flexible and to optimize and evolve
our business as appropriate; however, the full impact they will
have on our business, operations and financial results is uncertain
and will depend on numerous factors and future developments. The
risks related to our business are further described in the section
titled “Item 1A — Risk Factors” in our Annual Report on Form 10-K
for the year ended December 31, 2022.
RESULTS OF OPERATIONS
The following table presents our consolidated financial
results:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Quarters Ended |
|
|
|
|
|
|
(In thousands) |
|
March 31, 2023 |
|
March 27, 2022 |
|
% Change |
|
|
|
|
|
|
|
|
|
|
|
|
Revenues |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Subscription |
|
$ |
397,542 |
|
|
$ |
371,979 |
|
|
6.9 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
Advertising |
|
106,241 |
|
|
116,270 |
|
|
(8.6) |
% |
|
|
|
|
|
|
|
|
|
|
|
|
Other |
|
56,956 |
|
|
49,176 |
|
|
15.8 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
Total revenues
|
|
560,739 |
|
|
537,425 |
|
|
4.3 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
Operating costs |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost of revenue (excluding depreciation and
amortization) |
|
306,852 |
|
|
281,365 |
|
|
9.1 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
Sales and marketing |
|
67,034 |
|
|
77,588 |
|
|
(13.6) |
% |
|
|
|
|
|
|
|
|
|
|
|
|
Product development |
|
57,062 |
|
|
47,433 |
|
|
20.3 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
General and administrative |
|
81,051 |
|
|
71,357 |
|
|
13.6 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation and amortization |
|
20,840 |
|
|
18,686 |
|
|
11.5 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
Total operating costs
|
|
532,839 |
|
|
496,429 |
|
|
7.3 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
Acquisition-related costs |
|
— |
|
|
34,712 |
|
|
* |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating profit |
|
27,900 |
|
|
6,284 |
|
|
* |
|
|
|
|
|
|
|
|
|
|
|
|
Other components of net periodic benefit (income)/costs |
|
(685) |
|
|
1,522 |
|
|
* |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest income and other, net |
|
3,173 |
|
|
1,075 |
|
|
* |
|
|
|
|
|
|
|
|
|
|
|
|
Income before income taxes |
|
31,758 |
|
|
5,837 |
|
|
* |
|
|
|
|
|
|
|
|
|
|
|
|
Income tax expense |
|
9,437 |
|
|
1,112 |
|
|
* |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income |
|
$ |
22,321 |
|
|
$ |
4,725 |
|
|
* |
|
|
|
|
|
|
|
|
|
|
|
|
* Represents a change equal to or in excess of 100% or not
meaningful.
Revenues
Subscription Revenues
Subscription revenues consist of revenues from subscriptions to our
digital and print products (which include our news product, as well
as The Athletic and our Cooking, Games, Audm and Wirecutter
products), and single-copy and bulk sales of our print products
(which represent less than 5% of these revenues). Subscription
revenues are based on both the number of copies of the printed
newspaper sold and digital-only subscriptions, and the rates
charged to the respective customers.
Subscription revenues increased 6.9% in the first quarter of 2023
compared with the same prior-year period, primarily due to growth
in the number of subscribers to the Company’s digital-only
products, the large number of subscribers whose introductory
promotional subscriptions have graduated to higher prices,
subscribers who have upgraded to our digital subscription bundle
package and higher revenues from The Athletic stand-alone
subscriptions due to the impact from the additional month of The
Athletic in 2023. The increase in digital subscription revenue was
partially offset by a decrease in print subscription revenue. This
decrease was primarily attributable to declines in domestic home
delivery revenue of 4.2% in the first quarter of 2023 due to a
decrease in the number of print subscriptions driven by secular
trends, partially offset by an increase in domestic home delivery
prices. There is no print subscription revenue generated from The
Athletic.
The Company ended the first quarter of 2023 with approximately 9.73
million paid subscribers across its print and digital products. Of
the 9.73 million, approximately 9.02 million were paid digital-only
subscribers.
There was a net increase of 190,000 digital-only subscribers
compared with the end of the fourth quarter of 2022. Compared with
the end of the first quarter of 2022, there was a net increase of
790,000 digital-only subscribers.
Print domestic home delivery subscribers totaled approximately
710,000 at the end of the first quarter of 2023, a net decrease of
20,000 subscribers compared with the end of the fourth quarter of
2022 and a net decrease of 70,000 subscribers compared with the end
of the first quarter of 2022.
The following table summarizes digital and print subscription
revenues for the first quarters of 2023 and 2022:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Quarters Ended |
|
|
|
|
|
|
(In thousands) |
|
March 31, 2023 |
|
March 27, 2022 |
|
% Change |
|
|
|
|
|
|
|
|
|
|
|
|
Digital-only subscription revenues
(1)
|
|
$ |
258,768 |
|
|
$ |
226,763 |
|
|
14.1 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
Print subscription revenues: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Domestic home delivery subscription revenues
(2)
|
|
125,876 |
|
|
131,391 |
|
|
(4.2) |
% |
|
|
|
|
|
|
|
|
|
|
|
|
Single-copy, NYT International and Other subscription
revenues
(3)
|
|
12,898 |
|
|
13,825 |
|
|
(6.7) |
% |
|
|
|
|
|
|
|
|
|
|
|
|
Subtotal print subscription revenues |
|
138,774 |
|
|
145,216 |
|
|
(4.4) |
% |
|
|
|
|
|
|
|
|
|
|
|
|
Total subscription revenues |
|
$ |
397,542 |
|
|
$ |
371,979 |
|
|
6.9 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
(1)
Includes revenue from digital-only bundled and standalone
subscriptions to our news product, as well as The Athletic and our
Cooking, Games, Audm and Wirecutter products.
|
(2)
Domestic home delivery subscriptions include access to our digital
news product, as well as The Athletic and our Cooking, Games and
Wirecutter products.
|
(3)
NYT International is the international edition of our print
newspaper.
|
We offer a digital subscription package (or “bundle”) that includes
access to our digital news product as well as The Athletic and our
Cooking, Games and Wirecutter products. We also offer standalone
digital subscriptions to our digital news product, as well as to
The Athletic, and our Cooking, Games, Audm and Wirecutter products.
The Company has set out below the number of digital-only, print and
total subscribers to the Company’s products as well as certain
additional metrics, including ARPU. A digital-only subscriber is
defined as a subscriber who has subscribed (and provided a valid
method of payment) for the right to access one or more of the
Company’s digital products.
The following table summarizes digital and print subscribers as of
the end of the five most recent fiscal quarters:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Quarters Ended |
(In thousands) |
|
March 31, 2023 |
|
December 31, 2022 |
|
September 25, 2022 |
|
June 26, 2022 |
|
March 27, 2022 |
Digital-only subscribers(1)
|
|
9,020 |
|
|
8,830 |
|
|
8,590 |
|
|
8,410 |
|
|
8,230 |
|
Print subscribers(2)
|
|
710 |
|
|
730 |
|
|
740 |
|
|
760 |
|
|
780 |
|
Total subscribers(3)
|
|
9,730 |
|
|
9,550 |
|
|
9,330 |
|
|
9,170 |
|
|
9,010 |
|
(1)
Subscribers with paid digital-only subscriptions to one or more of
our news product, T |