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2: EX-31.1 Rule 13A-14(A)/15D-14(A) Certification HTML 27K
3: EX-31.2 Rule 13A-14(A)/15D-14(A) Certification HTML 27K
4: EX-32.1 Certification Pursuant to Section 906 of the HTML 23K
Sarbanes-Oxley Act of 2002
5: EX-32.2 Certification Pursuant to Section 906 of the HTML 23K
Sarbanes-Oxley Act of 2002
11: R1 Cover Page HTML 78K
12: R2 Condensed Consolidated Balance Sheets HTML 167K
13: R3 Condensed Consolidated Balance Sheets HTML 37K
(Parenthetical)
14: R4 Condensed Consolidated Statements of Operations HTML 112K
15: R5 Condensed Consolidated Statements of Comprehensive HTML 57K
Income/(Loss)
16: R6 Condensed Consolidated Statements of Changes in HTML 91K
Stockholders' Equity
17: R7 Condensed Consolidated Statements of Changes in HTML 33K
Stockholders' Equity (Parenthetical)
18: R8 Condensed Consolidated Statements of Cash Flows HTML 113K
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22: R12 Marketable Securities HTML 158K
23: R13 Business Combination HTML 84K
24: R14 Investments HTML 25K
25: R15 Other HTML 53K
26: R16 Fair Value Measurements HTML 116K
27: R17 Pension and Other Postretirement Benefits HTML 92K
28: R18 Income Taxes HTML 28K
29: R19 Earnings Per Share HTML 27K
30: R20 Supplemental Stockholders' Equity Information HTML 69K
31: R21 Segment Information HTML 229K
32: R22 Contingent Liabilities HTML 25K
33: R23 Summary of Significant Accounting Policies HTML 27K
(Policies)
34: R24 Summary of Significant Accounting Policies HTML 28K
(Tables)
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38: R28 Other (Tables) HTML 58K
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41: R31 Supplemental Stockholders' Equity Information HTML 69K
(Tables)
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43: R33 Summary of Significant Accounting Policies HTML 33K
(Details)
44: R34 Revenue - Subscription, Advertising, and Other HTML 48K
Revenues (Details)
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46: R36 Revenue - Performance Obligations (Details) HTML 34K
47: R37 Revenue - Contract Assets (Details) HTML 24K
48: R38 Marketable Securities - Narrative (Details) HTML 35K
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(Details)
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Securities - Continuous Loss Position (Details)
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Identified Assets Acquired and Liabilities Assumed
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Balances (Details)
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Intangible Assets (Details)
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Amortization (Details)
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60: R50 Other - Reconciliation of Cash, Cash Equivalents, HTML 31K
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Liabilities Measured at Fair Value (Details)
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Contingent Consideration (Details)
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Pension Benefits - Net Periodic Pension Cost
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Changes in Accumulated Other Comprehensive Income
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(Exact name of registrant as specified in its charter)
iNew York
i13-1102020
(State
or other jurisdiction of incorporation or organization)
(I.R.S. Employer Identification No.)
i620 Eighth Avenue, iNew York, iNew
Yorki10018
(Address and zip code of principal executive offices)
Registrant’s telephone number, including area code i212-i556-1234
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
iClass
A Common Stock
iNYT
iNew 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. iYesx 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). iYesx 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.
iLarge
accelerated filer
☒
Accelerated filer
☐
Non-accelerated filer
☐
Smaller reporting company
i☐
Emerging growth company
i☐
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. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes i☐
No x
Number of shares of each class of the registrant’s common stock outstanding as of October 28, 2022 (exclusive of treasury shares):
Condensed
Consolidated Statements of Changes In Stockholders’ Equity (unaudited) for the quarters and nine months ended September 25, 2022 and September 26, 2021
Adjustments
to reconcile net income to net cash provided by operating activities:
Depreciation and amortization
i61,150
i43,529
Lease
termination charge
i—
i3,831
Amortization
of right of use asset
i7,465
i7,069
Stock-based
compensation expense
i25,299
i14,387
Gain
on pension liability adjustment
(i7,127)
i—
Gain
on the sale of land
(i34,227)
i—
Gain
on non-marketable equity investment
i—
(i27,156)
Change
in long-term retirement benefit obligations
(i19,100)
(i13,440)
Fair
market value adjustment on life insurance products
i1,494
i312
Other
– net
(i1,221)
(i568)
Changes
in operating assets and liabilities, net of business acquisitions:
Accounts receivable – net
i74,869
i19,072
Other
assets
(i25,575)
(i13,192)
Accounts
payable, accrued payroll and other liabilities
(i106,174)
i15,311
Unexpired
subscriptions
i5,052
i10,320
Net
cash provided by operating activities
i85,024
i209,557
Cash
flows from investing activities
Purchases of marketable securities
(i6,650)
(i550,649)
Maturities
of marketable securities
i469,863
i421,679
Business
acquisitions, net of cash acquired
(i515,299)
i—
Sales
of investments – net
(i1,886)
i20,569
Capital
expenditures
(i27,809)
(i23,750)
Other
– net
i2,482
i2,466
Net
cash used in investing activities
(i79,299)
(i129,685)
Cash
flows from financing activities
Long-term obligations:
Dividends paid
(i41,878)
(i33,627)
Payment
of contingent consideration
(i1,724)
(i862)
Capital
shares:
Proceeds from stock option exercises
i3
i2,451
Repurchases
(i79,803)
i—
Share-based
compensation tax withholding
(i9,837)
(i10,916)
Net
cash used in financing activities
(i133,239)
(i42,954)
Net
(decrease)/increase in cash, cash equivalents and restricted cash
(i127,514)
i36,918
Effect
of exchange rate changes on cash
(i3,074)
(i560)
Cash,
cash equivalents and restricted cash at the beginning of the period
i334,306
i301,964
Cash,
cash equivalents and restricted cash at the end of the period
$
i203,718
$
i338,322
See
Notes to Condensed Consolidated Financial Statements.
7
THE NEW YORK TIMES COMPANY
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
NOTE 1. iBASIS
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 September 25, 2022, and December 26, 2021, and the results of operations, changes in stockholders’ equity and cash flows of the Company for the periods ended September 25, 2022, and September 26, 2021. 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 26, 2021. Due
to the seasonal nature of our business, operating results for the interim periods are not necessarily indicative of a full year’s operations. The fiscal periods included herein comprise 13 and 39 weeks for the third quarter and first nine months, respectively.
In December 2021, the Board of Directors approved a resolution to change the Company’s fiscal year from a 52/53 week fiscal year ending the last Sunday of December to a calendar year. Accordingly, the Company’s 2022 fiscal year, which commenced December 27, 2021, will be extended from December 25, 2022, to December 31, 2022, and subsequent fiscal years will
begin on January 1 and end on December 31 of each year.
On February 1, 2022, we acquired The Athletic Media Company (“The Athletic”), a global digital subscription-based sports media business. The results of The Athletic have been included in our Condensed Consolidated Financial Statements beginning February 1, 2022. The Athletic is a separate reportable segment of the Company. As a result, beginning in the first quarter of 2022, the Company has two reportable segments: The New York Times Group and The Athletic. Management, including the Company’s President and Chief Executive
Officer (who is the Company’s Chief Operating Decision Maker), uses adjusted operating profit (loss) by segment (as defined below) in assessing performance and allocating resources. The Company includes in its presentation revenues and adjusted operating costs (as defined below) to arrive at adjusted operating profit (loss) by segment.
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. iSUMMARY
OF SIGNIFICANT ACCOUNTING POLICIES
Except as described herein, as of September 25, 2022, our significant accounting policies, which are detailed in our Annual Report on Form 10-K for the year ended December 26, 2021, have not changed materially.
ii
Recently
Adopted Accounting Pronouncements
Accounting Standard Update(s)
Topic
Effective Period
Summary
2021-08
Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from
Contracts with Customers
Fiscal years, and interim periods within those fiscal years, beginning after December 15, 2022. Early adoption is permitted.
Requires entities to recognize and measure contract assets and contract liabilities acquired in a business combination in accordance with ASC 2014-09, Revenue from Contracts with Customers (Topic 606). The update will generally result in an entity recognizing contract
assets and contract liabilities at amounts consistent with those recorded by the acquiree immediately before the acquisition date rather than at fair value. The Company adopted this guidance on December 27, 2021. As a result of The Athletic acquisition, the Company assumed unexpired subscriptions revenue of $i28.1 million.
/
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.
8
THE
NEW YORK TIMES COMPANY
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
NOTE 3. iREVENUE
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 Games, Cooking, 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. Advertising revenue from The Athletic is primarily podcast revenue and therefore is reflected in this category. 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.
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”), retail commerce, television and film, our live events business and our student subscription sponsorship program.
i
Subscription, advertising and other revenues were as follows for the third quarters and first nine months ended September 25,
2022, and September 26, 2021:
(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 $ii7/ million
for the thirdquarters of 2022 and 2021, respectively, and approximately $i22 million and $i20 million
for the first nine months of 2022 and 2021, respectively.
/
9
THE NEW YORK TIMES COMPANY
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
The following table summarizes digital and print subscription revenues, which are components of subscription revenues above, for the third quarters and first nine months ended September 25, 2022, and September 26, 2021:
Single-copy,
NYT International and Other subscription revenues (3)
i14,130
i3.7
%
i15,081
i4.4
%
i41,767
i3.7
%
i44,487
i4.4
%
Subtotal
print subscription revenues
i138,783
i36.3
%
i143,976
i42.0
%
i428,892
i37.7
%
i442,532
i43.8
%
Total
subscription revenues
$
i382,672
i100.0
%
$
i342,609
i100.0
%
$
i1,138,270
i100.0
%
$
i1,010,910
i100.0
%
(1)
Includes revenue from digital-only bundled and standalone subscriptions to our news product, as well as The Athletic and our Games, Cooking, Audm and Wirecutter products.
(2) Domestic home delivery subscriptions include access to our digital news product, as well as The Athletic and our Games, Cooking 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 third quarters and first nine months ended September 25, 2022, and September 26,
2021:
We have remaining performance obligations related to digital archive and other licensing and certain advertising contracts. As of September 25, 2022, the aggregate amount of the transaction price allocated to the remaining performance obligations for contracts with a duration greater than one year was approximately $i99
million. The Company will recognize this revenue as performance obligations are satisfied. We expect that approximately $i8 million, $i25
million and $i66 million will be recognized in the remainder of 2022, 2023 and thereafter through 2028, respectively.
As of September 25, 2022, and December 26, 2021, the Company had
$i3.8 million and $i3.4 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.
NOTE 4. iMARKETABLE
SECURITIES
The Company accounts for its marketable securities as available for sale (“AFS”). The Company recorded $i13.2 million and $i1.7
million of net unrealized losses in Accumulated other comprehensive income (“AOCI”) as of September 25, 2022, and December 26, 2021, respectively.
10
THE NEW YORK TIMES COMPANY
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
i
The
following tables present the amortized cost, gross unrealized gains and losses, and fair market value of our AFS securities as of September 25, 2022, and December 26, 2021:
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
i
The following tables represent the AFS securities as of September 25, 2022, and December 26, 2021, 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:
We
assess AFS securities on a quarterly basis or more often if a potential loss-triggering event occurs.
As of September 25, 2022, and December 26, 2021, 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 September 25, 2022, and December 26, 2021, we have recognized iino/ losses
or allowance for credit losses related to AFS securities.
12
THE NEW YORK TIMES COMPANY
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
As of September 25, 2022, our short-term and long-term marketable securities had remaining maturities of less than ione month to i12
months and i13 months to i30 months, respectively. See Note 8 for more information regarding the fair value of our marketable securities.
NOTE 5. iBUSINESS
COMBINATION
The Athletic Acquisition
The Company accounts for business combinations using the acquisition method of accounting. The purchase price is allocated to the assets acquired and liabilities assumed using the fair values determined by management as of the acquisition date. The excess of the purchase price over the estimated fair value of the net assets acquired is recorded as goodwill. The results of businesses acquired in a business combination are included in the Company’s consolidated financial statements from the date of acquisition.
On February 1, 2022, the
Company acquired The Athletic in an all-cash transaction. The consideration paid of approximately $i550 million was funded from cash on hand and included $i523.5 million
which we determined to be the purchase price for assets acquired and liabilities assumed, and $i26.7 million paid in connection with the acceleration of The Athletic stock options. The stock options acceleration is included in Acquisition-related costs in our Condensed Consolidated Statements of Operations for the nine months ended September 25,
2022.
The purchase price allocation has been prepared on a preliminary basis. As additional information becomes available, the Company may revise the allocation to certain assets and liabilities, including tax estimates. The Company will finalize the acquisition accounting within the required measurement period of one year.
i
The
following table summarizes the preliminary allocation of the purchase price (at fair value) to the assets acquired and liabilities assumed of The Athletic as of February 1, 2022 (the date of acquisition):
(In thousands)
Preliminary Purchase Price Allocation
Estimated Useful Life (in years)
Total current assets
$
i18,495
Property,
plant and equipment
i281
i3-
i5
Right of use asset (1)
i2,612
Trademark
(2)
i160,000
i20
Existing
subscriber base (2)
i135,000
i12
Developed
technology (2)
i35,000
i5
Content
archive (2)
i2,000
i2
Goodwill
i249,792
Indefinite
Total
current liabilities (3)
(i41,107)
Other liabilities — Other
(i3,491)
Deferred
tax liability, net (4)
(i35,116)
Total
purchase price
$
i523,466
(1) Included in Miscellaneous assets in our Condensed Consolidated Balance Sheets.
(2)
Included in Intangible assets, net in our Condensed Consolidated Balance Sheets.
(3) Includes Unexpired subscriptions revenue of $i28.1 million.
(4)
Included in Deferred income taxes in our Condensed Consolidated Balance Sheets.
/
Goodwill is primarily attributable to future subscribers expected to be acquired both organically and through synergies from adding The Athletic to the Company’s products as well as the acquired assembled workforce. Goodwill is not expected to be deductible for tax purposes. The fair value of trademarks is estimated using a relief from royalty valuation method, the fair
13
THE
NEW YORK TIMES COMPANY
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
value of subscriber relationships is estimated using a multi-period excess earnings valuation method, and the fair value of developed technology and content archive is estimated using a replacement cost method.
i
The following unaudited pro forma summary presents consolidated information of the
Company, including The Athletic, as if the business combination had occurred on December 28, 2020, the first day of fiscal nine months ended September 26, 2021, which is the earliest period presented herein:
The
pro forma adjustments include (1) transaction costs and other one-time non-recurring costs that reduced expenses by $i47.8 million for the nine months ended September 25, 2022 and increased expenses by $i47.8 million
for the nine months ended September 26, 2021, (2) recognition of additional amortization related to the intangible assets acquired, (3) alignment of accounting policies, and (4) recognition of the estimated income tax impact of the pro forma adjustments. The pro forma summary does not reflect cost savings or operating synergies expected to result from the acquisition. These pro forma results are illustrative only and not indicative of the actual results of operations that would have been achieved nor are they indicative of future results of operations.
The
foreign currency translation line item reflects changes in goodwill resulting from fluctuating exchange rates related to the consolidation of certain international subsidiaries.
iAs of September 25, 2022, the gross book value and accumulated amortization of acquired intangible assets from the acquisition of The Athletic were as follows:
(In
thousands)
Gross book value
Accumulated amortization
Net book value
Trademark
$
i160,000
$
(i5,333)
$
i154,667
Existing
subscriber base
i135,000
(i7,500)
i127,500
Developed
technology
i35,000
(i4,667)
i30,333
Content
archive
i2,000
(i667)
i1,333
Total
$
i332,000
$
(i18,167)
$
i313,833
/
14
THE
NEW YORK TIMES COMPANY
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Amortization expense for intangible assets from the acquisition of The Athletic included in Depreciation and amortization in our Condensed Consolidated Statements of Operations for the third quarter and first nine months of 2022 was $i6.8 million and $i18.2 million,
respectively. iThe estimated aggregate amortization expense for the remainder of 2022 and each of the following fiscal years ending December 31 is presented below:
(In thousands)
Remainder
of 2022
$
i6,813
2023
i27,250
2024
i26,333
2025
i26,250
2026
i26,250
Thereafter
i200,937
Total
amortization expense
$
i313,833
The aggregate carrying amount of intangible assets of $i328.7
million, which includes an indefinite-lived intangible of $i9.0 million, is included in Intangible assets, net in our Condensed Consolidated Balance Sheet as of September 25, 2022.
NOTE 6. iINVESTMENTS
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 September 25, 2022, and December 26, 2021, non-marketable equity securities included in Miscellaneous assets in our Condensed Consolidated Balance Sheets had a carrying value of $i29.8
million and $i27.9 million, respectively.
NOTE 7. iOTHER
Capitalized
Computer Software Costs
Amortization of capitalized computer software costs included in Depreciation and amortization in our Condensed Consolidated Statements of Operations was $i2.0 million and $i2.1
million for the third quarters of 2022 and 2021, respectively, and $i5.9 million and $i7.1 million for
the first nine months of 2022 and 2021, respectively.
Interest income and other, net
i
Interest income and other, net, as shown in the accompanying Condensed Consolidated Statements of Operations, was as follows:
(1)
On December 9, 2020, we entered into an agreement to lease and subsequently sell approximately four acres of land at our printing and distribution facility in College Point, N.Y., subject to certain conditions. The lease commenced on April 11, 2022. At the time of the lease expiration in February 2025, we will sell the parcel to the lessee for approximately $i36 million.
The transaction is accounted for as a sales-type lease and as a result, we recognized a gain of approximately $i34 million (net of commissions) at the time of lease commencement.
(2) Represents gains related to a non-marketable equity investment transaction.
/
15
THE
NEW YORK TIMES COMPANY
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Restricted Cash
ii
A
reconciliation of cash, cash equivalents and restricted cash as of September 25, 2022, and December 26, 2021, from the Condensed Consolidated Balance Sheets to the Condensed Consolidated Statements of Cash Flows is as follows:
Reconciliation of cash, cash equivalents and restricted cash
Cash and cash equivalents
$
i190,050
$
i319,973
Restricted
cash included within miscellaneous assets
i13,668
i14,333
Total
cash, cash equivalents and restricted cash shown in the Condensed Consolidated Statements of Cash Flows
$
i203,718
$
i334,306
//
Substantially
all of the amount included in restricted cash is set aside to collateralize workers’ compensation obligations.
Revolving Credit Facility
In September 2019, the Company entered into a $i250.0 million ifive-year
unsecured revolving credit facility (the “2019 Credit Facility”). On July 27, 2022, the Company entered into an amendment and restatement of the 2019 Credit Facility that, among other changes, increased the committed amount to $i350.0 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 i0.20%.
As
of September 25, 2022, there was approximately $i0.6 million in outstanding letters of credit and the remaining committed amount remains available. As of September 25, 2022, the Company was in compliance with the financial covenants contained in the Credit Facility.
Severance Costs
We recognized
$i2.0 million in severance costs in the third quarter of 2022 and $i4.7 million in severance costs in the first nine months of 2022. We recognized $i0.5
million severance costs in the third quarter of 2021 and $i0.9 million in severance costs in the first nine months of 2021. These costs are recorded in General and administrative costs in our Condensed Consolidated Statements of Operations.
We had a severance liability of $i5.2
million and $i2.1 million included in Accrued expenses and other in our Condensed Consolidated Balance Sheets as of September 25, 2022, and December 26, 2021, respectively.
Acquisition-Related Costs
The Company incurred
$i34.7 million of acquisition-related costs for the nine months ended September 25, 2022. Acquisition-related costs primarily include expenses paid in connection with the acceleration of The Athletic stock options, and legal, accounting, financial advisory and integration planning expenses.
16
THE
NEW YORK TIMES COMPANY
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
NOTE 8. iFAIR 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
i
The
following table summarizes our financial assets and liabilities measured at fair value on a recurring basis as of September 25, 2022, and December 26, 2021:
(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”), which previously 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 $i47.0 million as of September 25, 2022, and $i52.5
million as of December 26, 2021. 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.
/
17
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 (the “Serial acquisition”) and represents contingent payments based on the achievement of certain operational targets, as defined in the acquisition agreement, over the ifive 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.
i
The following table presents changes in the contingent consideration balances for the quarters and nine months ended September 25, 2022, and September 26, 2021:
(1)
Fair value adjustments are included in General and administrative costs in our Condensed Consolidated Statements of Operations.
/
The remaining contingent consideration balances as of September 25, 2022, and December 26, 2021, of $i5.9 million
and $i7.5 million, respectively, 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.
18
THE
NEW YORK TIMES COMPANY
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
NOTE 9. iPENSION 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.
i
The
components of net periodic pension cost were as follows:
During
the first nine months of 2022 and 2021, we made pension contributions of $i7.5 million and $i6.5 million, respectively, to the APP. We expect to make contractual contributions in 2022 of approximately $i10
million, which more than satisfy minimum funding requirements.
Multiemployer Plans
During the third quarter of 2022 we recorded a gain of $i7.1 million from a multiemployer pension liability adjustment, which is included in Gain from pension liability adjustment in our Condensed Consolidated Statements of Operations.
19
THE
NEW YORK TIMES COMPANY
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Other Postretirement Benefits
i
The components of net periodic postretirement benefit cost were as follows:
The Company had income tax expense of $i14.2
million and $i39.2 million in the third quarter and first nine months of 2022, respectively. The Company had income tax expense of $i20.3
million and $i48.0 million in the third quarter and first nine months of 2021, respectively. The Company’s effective tax rates from continuing operations were i28.0%
and i27.5% for the third quarter and first nine months of 2022, respectively. The Company’s effective tax rates from continuing operations were i27.1%
and i24.2% for the third quarter and first nine months of 2021, respectively. The decrease in income tax expense in the third quarter of 2022 was primarily due to lower income from continuing operations in the third quarter of 2022. The decrease in income tax expense in the first nine months of 2022 was primarily due to lower income from continuing operations in the first nine months of 2022. The increase in the effective tax rate in the first nine months of 2022 was primarily due to a lower benefit in the first nine months of 2022 from stock price appreciation on stock-based
awards that settled in the respective nine-month periods.
Beginning in 2022, the Tax Cuts and Jobs Act of 2017 eliminates 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. Although it is possible that Congress may defer, modify, or repeal this provision, potentially with retroactive effect, we have no assurance that Congress will take any action with respect to this provision. If the 2022 effective date remains in place, our initial assessment is that our cash from operations will be negatively impacted by approximately $i50 million
in 2022 and our net deferred tax assets will increase by a similar amount. The actual impact on fiscal 2022 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 to have a material impact on our consolidated financial statements.
NOTE 11. iEARNINGS
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 options, 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 de minimis in the third quarter and first nine months of 2022, respectively, and resulted primarily from the dilutive effect of certain restricted stock units. The difference between basic and diluted shares was approximately i0.5 million and i0.6 million
in the third quarter and first nine months of 2021, respectively. In 2021, dilution resulted primarily from the dilutive effect of certain performance awards, restricted stock units and stock options.
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 i1.6 million
and i1.1 million restricted stock units excluded from the computation of diluted earnings per share in the third quarter and first nine months of 2022, respectively, because they were anti-dilutive. There were iino/
anti-dilutive restricted stock units excluded from the computation of diluted earnings per share in the third quarter and first
20
THE NEW YORK TIMES COMPANY
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
nine months of 2021. There were iiiiiiiino///////
anti-dilutive stock options or stock-settled long-term performance awards excluded from the computation of diluted earnings per share in the third quarters and first nine months of 2022 and 2021.
NOTE 12. iSUPPLEMENTAL STOCKHOLDERS’ EQUITY INFORMATION
In February 2022, the Board of Directors approved a $i150 million
Class A Common Stock repurchase program. The authorization provides that Class A shares 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. There is no expiration date with respect to this authorization.
As of September 25, 2022, repurchases under this authorization totaled approximately $i79.8 million (excluding commissions) and
approximately $i70.2 million remained.
i
The following table
summarizes the changes in AOCI by component as of September 25, 2022:
(In thousands)
Foreign Currency Translation Adjustments
Funded Status of Benefit
Plans
Net Unrealized Loss on Available-For-Sale Securities
The
following table summarizes the reclassifications from AOCI for the nine months ended September 25, 2022:
(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)
$
(i1,827)
Other
components of net periodic benefit costs
Amortization of actuarial loss(1)
i17,198
Other components
of net periodic benefit costs
Total reclassification, before tax(2)
i15,371
Income
tax expense
i4,125
Income tax expense
Total reclassification, net of tax
$
i11,246
(1)
These AOCI components are included in the computation of net periodic benefit 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 September 25, 2022.
/i
Total
stock-based compensation expense included in the Condensed Consolidated Statements of Operations is as follows:
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
NOTE 13. iSEGMENT 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.
On February 1, 2022, the Company acquired The Athletic (see Note 5). Beginning with the first quarter of 2022, the results of The Athletic have been included in the Company's Condensed Consolidated Financial Statements beginning February
1, 2022. The Athletic is a separate reportable segment of the Company. As a result, beginning in the first quarter of 2022, the Company has itwo reportable segments: The New York Times Group 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.
Subscription revenue from our digital subscription package (or “bundle”) is allocated to The New York Times Group 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 The New York Times Group and The Athletic based on a historical actual percentage of these costs to bundle revenue.
*
Represents a change equal to or in excess of 100% or not meaningful.
23
THE NEW YORK TIMES COMPANY
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Adjusted
operating costs (operating costs before depreciation and amortization, severance and multiemployer pension plan withdrawal costs) detail by segment
Cost of revenue (excluding depreciation and amortization)
$
i274,945
$
i256,978
i7.0
%
$
i824,405
$
i759,333
i8.6
%
Sales
and marketing
i57,326
i83,767
(i31.6)
%
i189,970
i197,475
(i3.8)
%
Product
development
i46,273
i40,638
i13.9
%
i138,225
i119,280
i15.9
%
Adjusted
general and administrative (1)
i66,476
i62,667
i6.1
%
i197,280
i178,494
i10.5
%
Total
$
i445,020
$
i444,050
i0.2
%
$
i1,349,880
$
i1,254,582
i7.6
%
The
Athletic
Cost of revenue (excluding depreciation and amortization)
$
i19,911
$
i—
*
$
i52,399
$
i—
*
Sales
and marketing
i7,406
i—
*
i15,119
i—
*
Product
development
i4,201
i—
*
i10,504
i—
*
Adjusted
general and administrative (2)
i2,165
i—
*
i6,784
i—
*
Total
$
i33,683
$
i—
*
$
i84,806
$
i—
*
The
New York Times Company
Cost of revenue (excluding depreciation and amortization)
$
i294,856
$
i256,978
i14.7
%
$
i876,804
$
i759,333
i15.5
%
Sales
and marketing
i64,732
i83,767
(i22.7)
%
i205,089
i197,475
i3.9
%
Product
development
i50,474
i40,638
i24.2
%
i148,729
i119,280
i24.7
%
Adjusted
general and administrative
i68,641
i62,667
i9.5
%
i204,064
i178,494
i14.3
%
Total
$
i478,703
$
i444,050
i7.8
%
$
i1,434,686
$
i1,254,582
i14.4
%
(1)
Excludes severance of $i2.0 million and $i4.5 million for the quarter and nine months ended September 25, 2022, respectively, and multiemployer pension withdrawal
costs of $i1.3 million and $i3.7 million for the quarter and nine months ended September
25, 2022, respectively. Excludes severance of $i0.5 million and $i0.9 million for the quarter and nine months ended September 26, 2021, respectively, and multiemployer
pension withdrawal costs of $i1.3 million and $i3.9 million for the quarter and nine months ended September
26, 2021, respectively.
(2) Excludes $i0.2 million of severance for the nine months ended September 25, 2022.
* Represents a change equal to or in excess of 100% or not meaningful.
24
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)
*
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)
*
Represents a change equal to or in excess of 100% or not meaningful.
NOTE 14. iCONTINGENT 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.
25
Item 2.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
EXECUTIVE OVERVIEW
We are a global media organization that includes digital and print products and related businesses. On February 1, 2022, we acquired The Athletic Media Company (“The Athletic”), a global digital subscription-based sports media business. The results of The Athletic have been included in our Condensed Consolidated Financial Statements beginning February 1, 2022. The Athletic is a separate reportable segment of the Company. As a result, beginning in the first quarter of 2022,
we have two reportable segments: The New York Times Group and The Athletic.
We generate revenues principally from subscriptions and advertising. In addition, we generate other revenues primarily consisting of revenues from licensing, Wirecutter affiliate referrals, commercial printing, the leasing of floors in our headquarters (the “Company Headquarters”), retail commerce, television and film, 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 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 or multiemployer pension plan withdrawal costs, and certain identified special items, as applicable. 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 “Non-GAAP Financial Measures.”
Beginning with the second quarter of 2022, the Company has updated its rounding methodology for subscriptions (including net subscriptions additions), subscribers (including net subscriber additions) and subscriber-related metrics
(other than average revenue per subscriber (“ARPU”)) and will round to the nearest ten thousand instead of the nearest thousand as it had previously been presenting. The sum of individual metrics may not always equal total amounts indicated due to rounding.
Financial Highlights
•Operating profit increased 4.2% to $51.0 million in the third quarter of 2022, compared with $49.0 million in the third quarter of 2021. 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) increased 6.0% to $69.0 million in the third quarter of 2022, compared with $65.1 million in the third quarter of 2021. The increases were primarily attributable to higher digital-only subscription revenues,
partially offset by operating losses at The Athletic, as well as higher operating costs at The New York Times Group. Operating profit margin decreased to 9.3% in the third quarter of 2022, compared with 9.6% in the third quarter of 2021. Adjusted operating profit margin (adjusted operating profit expressed as a percentage of revenues) decreased to 12.6% in the third quarter of 2022, compared with 12.8% in the third quarter of 2021.
•Total revenues increased 7.6% to $547.7 million in the third quarter of 2022 from $509.1 million in the third quarter of 2021.
•Total subscription revenues increased 11.7% to $382.7 million in the third quarter of 2022 from $342.6 million in the third quarter of 2021. Digital-only subscription revenues increased 22.8% to $243.9 million in the third quarter of 2022 from $198.6 million in the third quarter
of 2021. Paid digital-only subscribers totaled approximately 8.59 million with approximately 10.02 million paid digital-only subscriptions at the end of the third quarter of 2022, a net increase of 180,000 digital-only subscribers and 210,000 digital-only subscriptions compared with the end of the second quarter of 2022 and a net increase of 1,010,000digital-only subscribers and 1,230,000 digital-only subscriptions compared with the end of the third quarter of 2021.
•Total advertising revenues decreased 0.4% to $110.5 million in the third quarter of 2022 from $110.9 million in the third quarter of 2021, due to a decrease of 8.5% in print advertising revenues, partially offset by an increase of 4.9% in digital advertising revenues.
26
•Operating
costs increased 9.5% to $503.8 million in the third quarter of 2022 from $460.1 million in the third quarter of 2021. Operating costs before depreciation, amortization, severance and multiemployer pension plan withdrawal costs (or “adjusted operating costs,” a non-GAAP measure) increased 7.8% to $478.7 million in the third quarter of 2022 from $444.1 million in the third quarter of 2021.
•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 as described below, increased 20.1% to $92.1 million compared with $76.7 million in the third quarter of 2021.
•Diluted earnings per share from continuing operations were $0.22 and $0.32 for the third quarters of 2022 and 2021, respectively. Diluted earnings per
share from continuing operations 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 $0.21 and $0.23 for the third quarters of 2022 and 2021, respectively.
Current Economic Conditions, Continued Impact of Covid-19 Pandemic
We, and the companies with which we do business, including our advertisers, are subject to risks and uncertainties caused by factors beyond our control, including macroeconomic factors such as inflation (which could materially impact employee-related costs, our main operating cost, as well as the cost of raw materials for our print newspaper), a competitive labor market and evolving workforce expectations (including for unionized employees), supply chain disruptions, and global economic uncertainty and volatility,
the war in Ukraine and the continued effects of the Covid-19 pandemic. Our employee-related costs have increased in recent years as we have invested in our business and competed for talent. Although we have not seen a significant impact from inflation to our financial results in the first nine months of 2022, if inflation remains at current levels, or increases, for an extended period, our employee-related costs are likely to increase. If we are unable to successfully mitigate the impact of such increased costs, they could adversely affect our profits, margins and/or cash flows.
We actively monitor these conditions 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 evolving 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 26, 2021.
As a result of the Covid-19 pandemic, the vast majority of our employees worked remotely from March 2020 to September 2022. During the third quarter of 2022, we transitioned to hybrid work with most of our employees expected to work both from the office and remotely. In preparation for hybrid work, we invested in our Company Headquarters and other offices as well as in technological improvements.
27
RESULTS
OF OPERATIONS
The following table presents our consolidated financial results:
Cost
of revenue (excluding depreciation and amortization)
294,856
256,978
14.7
%
876,804
759,333
15.5
%
Sales
and marketing
64,732
83,767
(22.7)
%
205,089
197,475
3.9
%
Product development
50,474
40,638
24.2
%
148,729
119,280
24.7
%
General
and administrative
71,970
64,418
11.7
%
212,468
183,278
15.9
%
Depreciation
and amortization
21,760
14,326
51.9
%
61,150
43,529
40.5
%
Total
operating costs
503,792
460,127
9.5
%
1,504,240
1,302,895
15.5
%
Acquisition-related
costs
—
—
—
34,712
—
*
Gain
from pension liability adjustment
(7,127)
—
*
(7,127)
—
*
Lease
termination charge
—
—
—
—
3,831
*
Operating profit
51,015
48,976
4.2
%
108,960
173,919
(37.4)
%
Other
components of net periodic benefit costs
1,757
2,599
(32.4)
%
4,903
7,796
(37.1)
%
Interest
income and other, net
1,579
28,569
(94.5)
%
38,258
31,953
19.7
%
Income from
continuing operations before income taxes
50,837
74,946
(32.2)
%
142,315
198,076
(28.2)
%
Income
tax expense
14,220
20,290
(29.9)
%
39,196
47,994
(18.3)
%
Net
income
36,617
54,656
(33.0)
%
103,119
150,082
(31.3)
%
Net
income attributable to The New York Times Company common stockholders
$
36,617
$
54,656
(33.0)
%
$
103,119
$
150,082
(31.3)
%
*
Represents a change equal to or in excess of 100% or not meaningful.
28
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 Games, Cooking, 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 11.7% in the third quarter and increased 12.6% in the first nine months of 2022 compared with the same prior-year periods, primarily due to the large number of subscribers whose introductory promotional subscriptions have graduated to higher prices, growth in the number of subscribers to the Company’s digital-only products, as well as the inclusion of subscription revenue from The Athletic. The increases in digital subscription revenue were slightly offset by a decrease in print subscription revenue. This decrease was primarily attributable to declines in domestic home delivery revenue of 3.3% and 2.7% for the third quarter and first nine months of 2022, respectively, due to a decrease in the number of print subscriptions driven by secular trends, partially offset by an increase in print subscription prices. There is no print subscription revenue generated from The Athletic.
The Company ended the third quarter of 2022 with approximately 9.33 million paid subscribers with approximately 10.75 million paid subscriptions across its print and digital products. Of the 9.33 million subscribers, approximately 8.59 million were paid digital-only subscribers with approximately 10.02 million paid digital-only subscriptions.
There was a net increase of 180,000 digital-only subscribers and 210,000 digital-only subscriptions compared with the end of the second quarter of 2022. Compared with the end of the third quarter of 2021, there was a net increase of 1,010,000 digital-only subscribers and 1,230,000 digital-only subscriptions, which excludes approximately 1,029,000 subscribers and 1,161,000 subscriptions that were added as a result of the acquisition of The Athletic in the first
quarter of 2022. The Company provided the ability to access The Athletic to additional digital bundle subscribers in the third quarter of 2022. Digital-only subscribers with The Athletic increased by 600,000, largely as a result of this action.
Print domestic home delivery subscribers totaled approximately 740,000 with 730,000 print subscriptions at the end of the third quarter of 2022, a net decrease of 20,000 subscribers and subscriptions, respectively, compared with the end of the second quarter of 2022 and a net decrease of 60,000 subscribers and subscriptions, respectively, compared with the end of the third quarter of 2021.
The following table summarizes digital and print subscription revenues for the third quarters and first nine months of 2022 and 2021:
Single-copy,
NYT International and Other subscription revenues (3)
14,130
15,081
(6.3)
%
41,767
44,487
(6.1)
%
Subtotal
print subscription revenues
138,783
143,976
(3.6)
%
428,892
442,532
(3.1)
%
Total
subscription revenues
$
382,672
$
342,609
11.7
%
$
1,138,270
$
1,010,910
12.6
%
(1)
Includes revenue from digital-only bundled and standalone subscriptions to the Company’s news product, as well as The Athletic and our Games, Cooking, Audm and Wirecutter products.
(2) Domestic home delivery subscriptions include access to our digital news product, as well as The Athletic and our Games, Cooking and Wirecutter products.
(3) NYT International is the international edition of our print newspaper.
29
We offer a digital subscription
package (or “bundle”) that includes access to our digital news product as well as The Athletic and our Games, Cooking and Wirecutter products. We also offer standalone digital subscriptions to our digital news product, as well as to The Athletic, and our Games, Cooking, 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:
(1)
Subscribers with paid digital-only subscriptions to one or more of our news product, The Athletic, or our Games, Cooking and Wirecutter products. Subscribers with a paid domestic home-delivery print subscription to The New York Times are excluded. The number of digital-only subscribers includes group corporate and group education subscriptions (which collectively represented approximately 4% of paid digital-only subscriptions as of the third quarter of 2022). The number of group subscribers is derived using the value of the relevant contract and a discounted subscription rate.
(2) Subscribers with a paid domestic home delivery or mail print subscription to The New York Times, which also includes access to our digital news product, as well as The Athletic and our Games, Cooking
and Wirecutter products, or a paid print subscription to our Book Review or Large Type Weekly products. Book Review, Mail and Large Type Weekly subscribers are included in the count of subscribers but not subscriptions.
(3) The sum of individual metrics may not always equal total amounts indicated due to rounding.
The following table summarizes supplementary subscriber metrics as of the end of the five most recent fiscal quarters:
Digital-only
bundle and multiproduct subscribers(2)
2,130
1,980
1,835
1,607
1,491
Digital-only subscribers with News(3)
6,210
6,140
6,101
5,826
5,665
Digital-only
subscribers with The Athletic(4)
2,290
1,690
1,216
—
—
(1) “Digital-only subscriber Average Revenue per User” or “Digital-only subscriber ARPU” is calculated by dividing the average monthly digital subscription revenue (calculated by dividing digital subscription revenue in the quarter by 3.25 to reflect a 28-day
billing cycle) in the measurement period by the average number of digital subscribers during the period.
(2) Subscribers with a digital bundle or paid digital-only subscriptions that include access to two or more of the Company’s products, including through separate standalone subscriptions. This metric was previously called “Total Multiproduct subscribers” and included subscribers with a print home-delivery subscription. The four quarters prior to the third quarter of 2022 have been recast to reflect this change.
(3) Subscribers with a paid digital-only subscription that includes the ability to access the
Company’s digital news product.
(4) Subscribers with a paid digital-only subscription that includes the ability to access The Athletic. This metric was previously called “Subscribers with The Athletic”.
30
The following table summarizes digital and print subscriptions as of the end of the five most recent fiscal quarters:
(1)
Paid digital-only subscriptions to our news product, as well as The Athletic and our Games, Cooking, Audm and Wirecutter products. Standalone subscriptions to these products are counted separately and bundle subscriptions are counted as one subscription. The number of paid digital-only subscriptions includes group corporate and group education subscriptions (which collectively represented approximately 4% of paid digital-only subscriptions as of the third quarter of 2022). The number of group subscriptions is derived using the value of the relevant contract and a discounted subscription rate.
(2) Paid domestic home-delivery print subscriptions to The New York Times, which also include access to our digital news product, as well as The Athletic and our Games, Cooking and Wirecutter
products. Excludes subscriptions to our Book Review or Large Type Weekly products and subscriptions to The New York Times that are delivered by mail.
(3) The sum of individual metrics may not always equal total amounts indicated due to rounding.
31
We believe that the significant growth over the last several years in subscribers to our products demonstrates the success of our “subscription-first” strategy and the willingness of our readers to pay for high-quality journalism. The Company is increasing its emphasis on subscriber growth rather
than growth of total subscriptions. The following charts illustrate the growth in net digital-only subscribers and corresponding subscription revenues as well as the relative stability of our print domestic home delivery subscription products.
(1) Amounts may not add due to rounding.
(2) Includes access to some of our digital products.
(3) Includes Book Review, Mail and Large Type Weekly subscribers.
(4)
Print Other includes single-copy, NYT International and other subscription revenues.
32
Advertising Revenues
Advertising revenue is 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 primarily derived 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 or column inches), 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. Advertising revenue from The Athletic is primarily podcast revenue and therefore is reflected in this category. 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. We launched direct-sold display advertising at The Athletic in the third quarter. 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. There is no print advertising revenue generated from The Athletic.
The following table summarizes digital and print advertising revenues for the third quarters and first nine months of 2022 and 2021:
Digital
advertising revenues, which represented 63.6% of total advertising revenues in the third quarter of 2022, increased $3.3 million, or 4.9%, to $70.3 million compared with $67.0 million in the same prior-year period. The increase was primarily a result of higher direct-sold advertising at The New York Times Group and the addition of $2.3 million in advertising revenue from The Athletic, which more than offset lower revenue from fewer programmatic advertising impressions; in addition we believe the macroeconomic environment adversely impacted advertising spend. Core digital advertising revenue increased $8.9 million, which includes $2.3 million from The Athletic, due to growth in direct-sold display advertising and podcast advertising revenues. Direct-sold display impressions increased 52%, while the average rate decreased 20%. Other digital advertising revenue decreased $5.6 million, primarily due to a 34.1% decrease in open-market programmatic advertising revenue, as
well as an 18.2% decrease in creative services fees. Programmatic impressions decreased by 27%, while the average rate decreased 8%.
Digital advertising revenues, which represented 60.0% of total advertising revenues in the first nine months of 2022, increased $9.1 million, or 4.6%, to $206.6 million compared with $197.5 million in the same prior-year period. The increase was primarily a result of higher direct-sold advertising at The New York Times Group and the addition of advertising revenue from The Athletic, which contributed $6.7 million which more than offset lower revenue from fewer programmatic advertising impressions; in addition we believe the macroeconomic environment adversely impacted advertising spend. Core digital advertising revenue increased $22.2 million, which includes $6.7 million from The Athletic, due to growth in direct-sold display advertising and podcast advertising revenues. Direct-sold display
impressions increased 32%, while the average rate decreased 11%. Other digital advertising revenue decreased $13.1 million, primarily due to a 26.3% decrease in open-market programmatic advertising revenue, as well as a 16.8% decrease in creative services fees. Programmatic impressions decreased by 32%, while the average rate increased 10%.
Print advertising revenues, which represented 36.4% of total advertising revenues in the third quarter of 2022, decreased $3.7 million, or 8.5%, to $40.2 million compared with $43.9 million in the same prior-year period. The decrease was primarily in the advocacy and media categories. Print advertising revenue was impacted by secular trends and in addition we believe the macroeconomic environment adversely impacted advertising spend.
Print advertising revenues, which represented 40.0% of total advertising revenues in the first nine months of
2022, increased $14.2 million, or 11.5%, to $137.5 million compared with $123.3 million in the same prior-year period. The increase was primarily in the entertainment and luxury categories, which were more severely impacted by the Covid-19 pandemic in the first nine months of 2021. The increase was partially offset by secular trends and in addition we believe the macroeconomic environment adversely impacted advertising spend.
33
Other Revenues
Other revenues primarily consist of revenues from licensing, Wirecutter affiliate referrals, commercial printing, the leasing of floors in the Company Headquarters, retail commerce, television and
film, our live events business and our student subscription sponsorship program.
Other revenues decreased 1.9% in the third quarter of 2022 compared with the same prior-year period, primarily as a result of lower licensing revenue, which was partially offset by higher Wirecutter affiliate referral revenues.
Other revenues increased 6.3% in the first nine months of 2022 compared with the same prior-year period, primarily as a result of higher commercial printing revenue as we began printing several News Corporation publications in mid-2021 and several other smaller publications in 2022 in our College Point, N.Y., printing and distribution facility, higher Wirecutter affiliate referral revenues mainly due to Wirecutter’s presence on our core news website (NYTimes.com)
homepage resulting in increased views, and higher live events revenue due to more in-person events.
Building rental revenue from the leasing of floors in the Company Headquarters totaled $7.2 million and $7.0 million in the third quarters of 2022 and 2021, respectively, and $21.5 million and $20.0 million in the first nine months of 2022 and 2021, respectively.
Cost of revenue (excluding
depreciation and amortization) (1)
$
294,856
$
256,978
14.7
%
$
876,804
$
759,333
15.5
%
Sales
and marketing
64,732
83,767
(22.7)
%
205,089
197,475
3.9
%
Product development
(1)
50,474
40,638
24.2
%
148,729
119,280
24.7
%
General
and administrative (1)
71,970
64,418
11.7
%
212,468
183,278
15.9
%
Depreciation
and amortization (2)
21,760
14,326
51.9
%
61,150
43,529
40.5
%
Total
operating costs
$
503,792
$
460,127
9.5
%
$
1,504,240
$
1,302,895
15.5
%
(1)Technology
costs, which include product development costs and certain components of cost of revenue and general and administrative costs as described below, increased 20.1% to $92.1 million compared with $76.7 million in the third quarter of 2021 and increased 22.0% to $272.4 million compared with $223.3 million in the first nine months of 2021.
(2) Includes amortization of intangible assets related to our acquisitions of approximately $7 million and $19 million for the quarter and nine months ended September 25, 2022, respectively.
Cost of Revenue (excluding depreciation and amortization)
Cost of
revenue includes all costs related to content creation, subscriber and advertiser servicing, and print production and distribution 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 that infrastructure.
Cost of revenue increased in the third quarter of 2022 by $37.9 million, or 14.7%, compared with the third quarter of 2021. The increase is largely due to higher journalism costs of $24.6 million, higher subscriber servicing costs of $6.2 million, higher digital content delivery costs of $3.7 million, higher print production and distribution costs of $2.1 million and higher advertising servicing costs of $1.3 million. The increase in journalism costs was largely due to the inclusion of $16.8 million in journalism costs from The Athletic as well as growth in the number of employees who work in The
New York Times Group newsroom. The increase in subscriber servicing costs was primarily due to the inclusion of $2.5 million of subscriber servicing costs from The Athletic and higher credit card processing fees and third-party commissions due to increased subscriptions. The increase in digital content delivery costs was primarily due to higher cloud-related costs, as well as higher compensation and benefits. The increase in print production and distribution costs was largely due to an increase in newsprint pricing and increased commercial printing activity. Advertising servicing costs increased primarily due to an increase in live events. Technology costs in Cost of revenue, which include costs related to content delivery and subscriber technology, increased 18.1% to $25.4 million compared with $21.5 million in the third quarter of 2021.
Cost of revenue increased in the first nine months
of 2022 by $117.5 million, or 15.5%, compared with the first nine months of 2021. The increase is largely due to higher journalism costs of $77.7 million, higher subscriber servicing costs of $19.1 million, higher print production and distribution costs of $10.5 million, higher digital content delivery costs of $7.1
34
million and higher advertising servicing costs of $3.1 million. The increase in journalism costs was largely driven by the inclusion of $45.9 million in journalism costs from The Athletic, as well as growth in the number of employees who work in The New York Times Group newsroom and on our Games, Cooking, Audm and Wirecutter products. The increase in subscriber servicing costs was primarily due to the inclusion of $5.7 million in subscriber servicing
costs from The Athletic, as well as higher credit card processing fees and third-party commissions due to increased subscriptions. The increase in print production and distribution costs was largely due to an increase in newsprint pricing and fuel costs and increased commercial printing activity. The increase in digital content delivery costs was primarily due to higher cloud-related costs, as well as higher compensation and benefits. Advertising servicing costs increased primarily due to an increase in live events. Technology costs in Cost of revenue, which include costs related to content delivery and subscriber technology, increased 16.0%to $75.6 million compared with $64.9 million in the first nine months of 2021.
Sales and Marketing
Sales and marketing includes costs related to the
Company’s marketing efforts as well as advertising sales costs. Media expenses is a component of Sales and marketing costs that represents the cost to promote our subscription business.
Sales and marketing costs in the third quarter of 2022 decreased by $19.0 million, or 22.7%, compared with the third quarter of 2021. The decrease is primarily due to lower media expenses at The New York Times Group, partially offset by $7.4 million in sales and marketing costs from The Athletic and growth in the number of sales and marketing employees.
Sales and marketing costs in the first nine months of 2022 increased by $7.6 million, or 3.9%, compared with the first nine months of 2021, largely due to the inclusion of $15.1 million in sales and marketing costs from The Athletic, as well as growth in the number of sales and marketing employees, partially offset by lower media expenses at The
New York Times Group.
Media expenses decreased44.7%to $30.6 million in the third quarter of 2022 from $55.3 million in the third quarter of 2021. Media expenses decreased 10.3% to $107.9 million in the first nine months of 2022 from $120.2 million in the first nine months of 2021. In each case, the decreases were the result of lower brand marketing expenses at The New York Times Group, partially offset by the inclusion of The Athletic.
Product Development
Product development includes costs associated with the Company’s investment in developing and enhancing new and existing product technology, including engineering, product development and data insights. All
product development costs are technology costs.
Product development costs in the third quarter of 2022 increased by $9.8 million, or 24.2%, compared with the third quarter of 2021. Product development costs in the first nine months of 2022 increased by $29.4 million, or 24.7%, compared with the first nine months of 2021. The increases in each period were largely due to growth in the number of digital product development employees in connection with digital subscription strategic initiatives, as well as the inclusion of product development costs from The Athletic of $4.2 million in the third quarter of 2022 and $10.4 million in the first nine months of 2022.
General and Administrative Costs
General and administrative costs include general management, corporate enterprise technology, building operations, unallocated overhead costs, severance
and multiemployer pension plan withdrawal costs.
General and administrative costs in the third quarter of 2022 increased by $7.6 million, or 11.7%, compared with the third quarter of 2021. The increase is primarily due to the inclusion of $2.2 million in general and administrative costs from The Athletic, higher severance expense, growth in the number of employees, and higher building operations and maintenance costs. Technology costs in general and administrative, which include costs related to enterprise technology and information security, increased 11.4% to $16.2 million compared with $14.5 million in the third quarter of 2021.
General and administrative costs in the first nine months of 2022 increased by $29.2 million, or 15.9%, compared with the first nine months of 2021. The increase is primarily due to growth in the number of employees, the inclusion of $6.9 million in general
and administrative costs from The Athletic, higher building operations and maintenance costs, as well as higher severance expense. Technology costs in general and administrative, which include costs related to enterprise technology and information security, increased 23.1% to $48.1 million compared with $39.1 million in the first nine months of 2021.
35
Depreciation and Amortization
Depreciation and amortization costs in the third quarter and first nine months of 2022 increased $7.4 million, or 51.9%, and $17.6 million, or 40.5%, respectively, compared with the same prior-year periods. The increase is due to The Athletic intangible assets amortization of approximately $6.8 million and $18.2 million in the third quarter
and first nine months of 2022, respectively, and higher equipment depreciation, partially offset by lower depreciation of software assets. See Notes 5 and 7 of the Notes to the Condensed Consolidated Financial Statements for additional information regarding the estimated aggregate amortization expense resulting from The Athletic acquisition and other items, respectively.
Segment Information
On February 1, 2022, we acquired The Athletic, and the results of The Athletic have been included in our Condensed Consolidated Financial Statements beginning February 1, 2022. Beginning in the first quarter of 2022, we have two reportable segments: The New York Times Group and The Athletic. Management, including our President and Chief Executive Officer (who is our Chief Operating Decision Maker),
uses adjusted operating profit by segment (as defined below) in assessing performance and allocating resources. We include in our presentation revenues and adjusted operating costs (as defined below) to arrive at adjusted operating profit by segment. See “Non-GAAP Financial Measures” below for more information on adjusted operating costs and adjusted operating profit.
Subscription revenue from our digital subscription package (or “bundle”) is allocated to The New York Times Group 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 The New York Times Group and The Athletic based on a
historical actual percentage of these costs to bundle revenue.
*
Represents a change equal to or in excess of 100% or not meaningful.
37
Adjusted
operating costs (operating costs before depreciation and amortization, severance and multiemployer pension plan withdrawal costs) details by segment
Cost of revenue (excluding depreciation and amortization)
$
274,945
$
256,978
7.0
%
$
824,405
$
759,333
8.6
%
Sales
and marketing
57,326
83,767
(31.6)
%
189,970
197,475
(3.8)
%
Product development
46,273
40,638
13.9
%
138,225
119,280
15.9
%
Adjusted
general and administrative (1)
66,476
62,667
6.1
%
197,280
178,494
10.5
%
Total
$
445,020
$
444,050
0.2
%
$
1,349,880
$
1,254,582
7.6
%
The
Athletic
Cost of revenue (excluding depreciation and amortization)
$
19,911
$
—
*
$
52,399
$
—
*
Sales
and marketing
7,406
—
*
15,119
—
*
Product development
4,201
—
*
10,504
—
*
Adjusted
general and administrative (2)
2,165
—
*
6,784
—
*
Total
$
33,683
$
—
*
$
84,806
$
—
*
The
New York Times Company
Cost of revenue (excluding depreciation and amortization)
$
294,856
$
256,978
14.7
%
$
876,804
$
759,333
15.5
%
Sales
and marketing
64,732
83,767
(22.7)
%
205,089
197,475
3.9
%
Product development
50,474
40,638
24.2
%
148,729
119,280
24.7
%
Adjusted
general and administrative (1)
68,641
62,667
9.5
%
204,064
178,494
14.3
%
Total
$
478,703
$
444,050
7.8
%
$
1,434,686
$
1,254,582
14.4
%
(1)
Excludes severance of $2.0 million and $4.5 million for the quarter and nine months ended September 25, 2022, respectively, and multiemployer pension withdrawal costs of $1.3 million and $3.7 million for the quarter and nine months ended September 25, 2022, respectively. Excludes severance of $0.5 million and $0.9 million for the quarter and nine months ended September 26, 2021, respectively, and multiemployer pension withdrawal costs of $1.3 million and $3.9 million for the quarter and nine months ended September 26, 2021, respectively.
(2) Excludes $0.2 million of severance for the nine months ended September 25, 2022.
*
Represents a change equal to or in excess of 100% or not meaningful.
The New York Times Group
The New York Times Group revenues grew 2.8% in the third quarter of 2022 to $523.6 million from $509.1 million in the third quarter of 2021 and grew 7.0% in the first nine months of 2022 to $1.6 billion from $1.5 billion in the first nine months of 2021. Subscription revenues increased 5.4% to $361.0 million from $342.6 million in the third quarter of 2021 and increased 7.7% to $1.1 billion from $1.0 billion in the first nine months of 2021, primarily due to growth in subscription revenues from digital-only products. Advertising revenues decreased 2.5% to $108.1 million from $110.9 million in
the third quarter of 2021 due to lower print advertising revenues. Advertising revenues increased 5.2% to $337.5 million from $320.8 million in the first nine months of 2021 primarily due to growth in print advertising.
The New York Times Group adjusted operating costs grew 0.2% in the third quarter of 2022 to $445.0 million from $444.1 million in the third quarter of 2021 and grew 7.6% in the first nine months of 2022 to $1.35 billion from $1.25 billion in the first nine months of 2021. The increase in costs in the third quarter and in the first nine months of 2022 was primarily related to growth in the number of employees, partially offset by lower media expenses.
The New York Times Group adjusted operating profit increased 20.7% in the third quarter of 2022 to $78.6 million from $65.1 million in the third quarter of 2021 and increased 4.0% in the first nine months of 2022 to
$235.1 million from $226.1 million in the first nine months of 2021, as higher revenues more than offset higher costs.
38
The Athletic
The Athletic revenues in the third quarter and first nine months (from February 1, 2022) of 2022 totaled $24.1 million and $55.8 million, respectively, primarily from subscription revenues.
The Athletic adjusted operating costs totaled $33.7 million and $84.8 million for the third quarter and first nine months (from February 1, 2022) of 2022, respectively, largely from cost of revenue, which was primarily
related to journalism costs.
The Athleticadjusted operating loss totaled $9.6 million and $29.0 million for the third quarter and first nine months (from February 1, 2022) of 2022, respectively.
NON-OPERATING ITEMS
Other Components of Net Periodic Benefit Costs
See Note 9 of the Notes to the Condensed Consolidated Financial Statements for information regarding other components of net periodic benefit costs.
Interest Income and other, net
See Note 7 of the
Notes to the Condensed Consolidated Financial Statements for information regarding interest income and other, net.
Income Taxes
See Note 10 of the Notes to the Condensed Consolidated Financial Statements for information regarding income taxes.
NON-GAAP FINANCIAL MEASURES
We have included in this report certain supplemental financial information derived from consolidated financial information but not presented in our financial statements prepared in accordance with GAAP. Specifically, we have referred to the following non-GAAP financial measures in this report:
•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 expressed as a percentage of revenues, adjusted operating profit margin; and
•operating costs before depreciation, amortization, severance and multiemployer pension plan withdrawal costs (or adjusted operating costs).
The special items in 2022 consisted of:
•a $7.1 million gain ($5.2 million or $0.03 per share after tax) in the third quarter related to a multiemployer pension liability adjustment;
•a $34.2 million gain ($24.9 million or $0.15 per share after
tax) in the second quarter related to an agreement to lease and subsequently sell approximately four acres of land at our printing and distribution facility in College Point, N.Y. The gain is included in Interest income and other, net in our Condensed Consolidated Statements of Operations; and
•a $34.7 million pre-tax charge ($25.4 million or $0.15 per share after tax) in the first quarter related to the acquisition of The Athletic. Acquisition-related costs primarily include expenses paid in connection with the acceleration of The Athletic stock options, and legal, accounting, financial advisory and integration planning expenses.
The special items in 2021 consisted of:
•a $27.2 million gain ($19.8 million or $0.12 per share after tax) in the
third quarter related to a non-marketable equity investment transaction. The gain is included in Interest income and other, net in our Condensed Consolidated Statements of Operations; and
•a $3.8 million charge ($2.8 million or $0.02 per share after tax) in the second quarter resulting from the termination of a tenant’s lease in our Company Headquarters.
We have included these non-GAAP financial measures because management reviews them on a regular basis and uses them to evaluate and manage the performance of our operations. We believe that, for the reasons outlined below, these non-GAAP financial measures provide useful information to investors as a supplement to reported diluted earnings/(loss) per share from continuing operations, operating profit/(loss) and operating costs.
However, these measures should be evaluated only in
39
conjunction with the comparable GAAP financial measures and should not be viewed as alternative or superior measures of GAAP results.
Adjusted diluted earnings per share provides useful information in evaluating the Company’s period-to-period performance because it eliminates items that the Company does not consider to be indicative of earnings from ongoing operating activities. Adjusted operating profit and adjusted operating profit margin are useful in evaluating the ongoing performance of the
Company’s businesses as they exclude the significant non-cash impact of depreciation and amortization as well as items not indicative of ongoing operating activities. Total operating costs include depreciation, amortization, severance and multiemployer pension plan withdrawal costs. Total operating costs, excluding these items, provides investors with helpful supplemental information on the Company’s underlying operating costs that is used by management in its financial and operational decision-making.
Management considers special items, which may include impairment charges, pension settlement charges, acquisition-related costs and other items that arise from time to time, to be outside the ordinary course of our operations. Management believes that excluding these items provides a better understanding of the underlying trends in the
Company’s operating performance and allows more accurate comparisons of the Company’s operating results to historical performance. In addition, management excludes severance costs, which may fluctuate significantly from quarter to quarter, because it believes these costs do not necessarily reflect expected future operating costs and do not contribute to a meaningful comparison of the Company’s operating results to historical performance.
Included in our non-GAAP financial measures are non-operating retirement costs which are primarily tied to financial market performance and changes in market interest rates and investment performance. Management considers non-operating retirement costs to be outside the performance of the business and believes that presenting
adjusted diluted earnings per share from continuing operations excluding non-operating retirement costs and presenting adjusted operating results excluding multiemployer pension plan withdrawal costs, in addition to the Company’s GAAP diluted earnings per share from continuing operations and GAAP operating results, provide increased transparency and a better understanding of the underlying trends in the Company’s operating business performance.
Reconciliations of these non-GAAP financial measures to the most directly comparable GAAP measures are set out in the tables below.
Reconciliation
of diluted earnings per share from continuing operations excluding severance, non-operating retirement costs and special items (or adjusted diluted earnings per share from continuing operations)
Diluted earnings per share from continuing operations
$
0.22
$
0.32
(31.3)
%
$
0.62
$
0.89
(30.3)
%
Add:
Severance
0.01
—
*
0.03
0.01
*
Non-operating
retirement costs:
Multiemployer pension plan withdrawal costs
0.01
0.01
—
0.02
0.02
—
Other
components of net periodic benefit costs
0.01
0.02
(50.0)
%
0.03
0.05
(40.0)
%
Special
items:
Acquisition-related costs
—
—
—
0.21
—
*
Lease
termination charge
—
—
—
—
0.02
*
Gain
from non-marketable equity investment
—
(0.16)
*
—
(0.16)
*
Land sale
—
—
—
(0.20)
—
*
Gain
from pension liability adjustment
(0.04)
—
*
(0.04)
—
*
Income tax expense of adjustments
—
0.04
*
(0.01)
0.02
*
Adjusted
diluted earnings per share from continuing operations(1)
$
0.21
$
0.23
(8.7)
%
$
0.65
$
0.84
(22.6)
%
(1)Amounts
may not add due to rounding.
40
* 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)
*
Represents a change equal to or in excess of 100% or not meaningful.
Reconciliation
of operating costs before depreciation and amortization, severance and multiemployer pension plan withdrawal costs (or adjusted operating costs)
*
Represents a change equal to or in excess of 100% or not meaningful.
41
Supplementary Information
Beginning
with the second quarter of 2022, the Company has updated its rounding methodology for subscriptions (including net subscriptions additions), subscribers (including net subscriber additions) and subscriber-related metrics (other than ARPU) and will round to the nearest ten thousand instead of the nearest thousand as it had previously been presenting.
In addition, starting with the second quarter of 2022, the Company has made a change in its methodology for counting subscribers and subscriptions to The Athletic to exclude free trials (which are primarily long-dated (6-12 months) and given as part of its business development partnerships).
In addition, during the second quarter of 2022,
the Company identified certain nonmaterial errors in previously released subscription, subscriber and subscriber-related metrics data for the periods presented below.
As a result, our computation of the number of The Athletic subscribers and subscriptions as of the acquisition date each decreased by 72,000, as reported in our second quarter results.
The below supplementary tables, which were included in our second quarter results, update certain historical disclosures for the first quarters of 2021 and 2022 and the fourth quarter of 2021 to reflect the changes in methodology and the error corrections described above. The adjustments had no impact on the Company’s consolidated balance
sheets, consolidated statements of comprehensive income (loss) or the consolidated statements of cash flows for any of these periods. The impact of the items noted above on our historical disclosures is as follows:
The following table summarizes the adjustments to digital subscribers as of the end of the first quarters of
2022 and 2021, and fourth quarter of 2021:
First Quarter
Fourth Quarter
2022
2022
2021
2021
2021
2021
As
Filed
Adj
Adjusted
As Filed
Adj
Adjusted
As Filed
Adj
Adjusted
Digital-only subscribers(1)
8,328
(98)
8,230
6,101
(18)
6,083
6,840
(57)
6,783
(1)
Refer to the corresponding footnotes in the main section of the Results of Operations.
The following table summarizes the adjustments to digital subscriptionsas of the end of the first quarter of 2022:
First
Quarter 2022
As Filed
Adj
Adjusted
Digital-only subscriptions(1)
9,620
(41)
9,579
(1) Refer to the corresponding footnotes in the main section of the Results of Operations.
The
following table summarizes the adjustments to supplementary subscriber metrics as of the end of the first quarters of 2022 and 2021, and fourth quarter of 2021:
First Quarter
Fourth
Quarter
2022
2022
2021
2021
2021
2021
As Filed
Adj
Adjusted
As
Filed
Adj
Adjusted
As Filed
Adj
Adjusted
Digital-only subscriber ARPU (1)
$
9.04
$
0.09
$
9.13
$
9.15
$
0.03
$
9.18
$
9.55
$
0.05
$
9.60
Total
multiproduct subscribers (1)(2)
2,569
(3)
2,566
2,100
3
2,103
2,351
—
2,351
Digital-only
subscribers with News (1)
6,150
(49)
6,101
5,290
(20)
5,270
5,880
(54)
5,826
Subscribers
with The Athletic (1)
1,257
(41)
1,216
—
—
—
—
—
—
(1)
Refer to the corresponding footnotes in the main section of the Results of Operations.
(2) Subscribers with paid subscriptions that include access to two or more of the Company’s products, including through separate standalone subscriptions; a digital bundle; or a print home-delivery subscription (which includes access to our digital news product, as well as The Athletic and our Games, Cooking and Wirecutter products). This metric is currently called “Digital-only bundle and multiproduct subscribers” and excludes subscribers with a print home-delivery subscription.
42
LIQUIDITY
AND CAPITAL RESOURCES
We believe our cash balance and cash provided by operations, in combination with other sources of cash, will be sufficient to meet our financing needs over the next twelve months. As of September 25, 2022, we had cash, cash equivalents and short- and long-term marketable securities of $468.6 million. Our cash and marketable securities balances between December 26, 2021, and September 25, 2022, decreased primarily due to consideration paid for the acquisition of The Athletic and annual incentive compensation payments made in the first quarter.
We have paid quarterly dividends on the Class A and Class B Common Stock each quarter since late 2013. In February 2022, the Board of Directors approved an increase in
the quarterly dividend to $0.09 per share, which was paid in April 2022. On June 29, 2022, the Board of Directors declared a quarterly dividend of $0.09 per share on the Class A and Class B Common Stock, which was paid in July 2022. On September 30, 2022, the Board of Directors declared a quarterly dividend of $0.09 per share on the Class A and Class B Common Stock, which was paid in October 2022. We currently expect to continue to pay comparable cash dividends in the future, although changes in our dividends will be considered by our Board of Directors in light of our earnings, capital requirements, financial condition and other factors considered relevant.
In February 2022, the Board of Directors approved a $150.0 million Class A Common Stock repurchase program. The authorization provides that Class A shares 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 primarily to offset the impact of dilution from our equity compensation program, but subject to market conditions and other factors, we may also make opportunistic repurchases to reduce share count. There is no expiration date with respect to this authorization. As of September 25, 2022, we had repurchased 2,324,708 shares for approximately $79.8 million (excluding commissions) under this authorization. As of October 28, 2022, we had repurchased 2,778,380 shares for approximately $93.1 million (excluding commissions) and approximately $56.9 million remained under this authorization.
Beginning in 2022, the Tax Cuts and Jobs Act of 2017
eliminates 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. Although it is possible that Congress may defer, modify, or repeal this provision, potentially with retroactive effect, we have no assurance that Congress will take any action with respect to this provision. If the 2022 effective date remains in place, our initial assessment is that our cash from operations will be negatively impacted by approximately $50 million in 2022 and our net deferred tax assets will increase by a similar amount. The actual impact on fiscal 2022 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.
Capital
Resources
Sources and Uses of Cash
Cash flows provided by/(used in) by category were as follows:
Cash from operating activities is generated by cash receipts from subscriptions, advertising sales and other revenue. Operating cash outflows include payments for employee compensation, pension and other benefits, raw materials, marketing expenses and income taxes.
Net cash provided by operating activities decreased in the first nine months of 2022 compared with the
same prior-year period primarily due to higher cash payments for incentive compensation, higher cash tax payments due to a provision in the Tax Cuts and Jobs Act of 2017 deferring the deduction for research and development expenditures, a payment related to the acceleration of Athletic stock options in connection with the acquisition, lower net income and lower cash payments received from prepaid subscriptions, partially offset by higher cash collections from accounts receivable.
Investing Activities
Cash from investing activities generally includes proceeds from marketable securities that have matured and the sale of assets, investments or a business. Cash used in investing activities generally includes purchases of marketable securities, payments for capital projects and acquisitions of new businesses and investments.
43
Net
cash used in investing activities in the first nine months of 2022 was primarily related to $515.3 million in consideration paid for acquisitions, net of cash acquired, and $27.8 million in capital expenditures payments, partially offset by $463.2 million net maturities of marketable securities.
Financing Activities
Cash from financing activities generally includes borrowings under third-party financing arrangements, the issuance of long-term debt and funds from stock option exercises. Cash used in financing activities generally includes the repayment of amounts outstanding under third-party financing arrangements, the payment of dividends, the payment of long-term debt and finance lease obligations and share-based compensation tax withholding.
Net cash used in financing activities in the first nine months of 2022 was primarily related
to share repurchases of $79.8 million (excluding commissions), dividend payments of $41.9 million and share-based compensation tax withholding payments of $9.8 million.
Restricted Cash
We were required to maintain $13.7 million of restricted cash as of September 25, 2022, and $14.3 million as of December 26, 2021, substantially all of which is set aside to collateralize workers’ compensation obligations.
Capital Expenditures
Capital expenditures totaled approximately $29 million and $26 million in the first nine months of 2022 and 2021, respectively. The increase in capital expenditures in 2022 was primarily driven by improvements in the
Company Headquarters which are intended to address growth in the number of employees and to enhance technologies that support our transition to hybrid work with employees working both from the office and remotely. The cash payments related to capital expenditures totaled approximately $28 million and $24 million in the first nine months of 2022 and 2021, respectively.
Third-Party Financing
In September 2019, we entered into a $250 million five-year unsecured credit facility (the “ 2019 Credit Facility”). On July 27, 2022, the Company entered into an amendment and restatement of the 2019 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 our domestic subsidiaries have guaranteed our obligations under the Credit Facility. As of September 25, 2022, there was approximately $0.6 million in outstanding letters of credit and the remaining committed amount remains available. As of September 25, 2022, there were no outstanding borrowings under the Credit Facility and the Company was in compliance with the financial covenants contained in the Credit Facility. See Note 7 of the Notes to the Condensed Consolidated Financial Statements for information regarding the Credit Facility.
CRITICAL
ACCOUNTING ESTIMATES AND POLICIES
Our critical accounting policies are detailed in our Annual Report on Form 10-K for the year ended December 26, 2021. Other than as described in Note 2 of the Notes to the Condensed Consolidated Financial Statements, as of September 25, 2022, our critical accounting policies have not changed from December 26, 2021.
FORWARD-LOOKING STATEMENTS
This Quarterly Report on Form 10-Q, including the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” contains forward-looking statements
within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Terms such as “aim,”“anticipate,”“believe,”“confidence,”“contemplate,”“continue,”“conviction,”“could,”“drive,”“estimate,”“expect,”“forecast,”“future,”“goal,”“guidance,”“intend,”“likely,”“may,”“might,”“objective,”“opportunity,”“optimistic,”“outlook,”“plan,”“position,”“potential,”“predict,”“project,”“seek,”“should,”“strategy,”“target,”“will,”“would” or similar statements or variations of such words and other similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain such terms. Forward-looking statements
are based upon our current expectations, estimates and assumptions and involve risks and uncertainties that change over time; actual results could differ materially from those predicted by such forward-looking statements. These risks and uncertainties include, but are not limited to: significant competition in all aspects of our business; our ability to grow the size and profitability of our subscriber base; our dependence on metrics that are subject to inherent challenges in measurement; our ability to improve and scale our technical and data infrastructure and respond and adapt to changes in technology and consumer behavior; numerous factors that affect our advertising revenues, including economic conditions, market dynamics, evolving digital advertising trends and the evolution of our strategy; damage to our brand or reputation; the impact of the Covid-19 pandemic; economic, geopolitical and other risks associated with the international scope of our business and foreign
operations; our ability to attract and maintain a talented and diverse workforce; the impact of labor negotiations and agreements; adverse results from litigation or governmental investigations; risks associated with the acquisition of The Athletic, including, among others, those related to our ability to
44
realize the anticipated benefits of the acquisition, our ability to meet our publicly announced guidance about the impact of the acquisition, and the risks associated with The Athletic’s business and operations; the risks and challenges associated with investments we make in new and existing products and services, including The Athletic; risks associated with other acquisitions, divestitures, investments and other transactions; potential effects on our operating
flexibility as a result of the nature of significant portions of our expenses; the effects of the size and volatility of our pension plan obligations; liabilities that may result from our participation in multiemployer pension plans; significant disruptions in our newsprint supply chain or newspaper printing and distribution channels or a significant increase in the costs to print and distribute our newspaper; security breaches and other network and information systems disruptions; our ability to comply with laws and regulations, including with respect to privacy, data protection and consumer marketing practices; payment processing risk; defects, delays or interruptions in the cloud-based hosting services we utilize; our ability to protect our intellectual property; claims of intellectual property infringement that we have been, and may be in the future, be subject to; the effects of restrictions on our operations as a result of the terms of our credit facility; our
future access to capital markets and other financing options; and the concentration of control of our company due to our dual-class capital structure.
More information regarding these risks and uncertainties and other important factors that could cause actual results to differ materially from those in the forward-looking statements is set forth in “Item 1A — Risk Factors” in our Annual Report on Form 10-K for the year ended December 26, 2021, and “Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations” of this Quarterly Report on Form 10-Q. Investors are cautioned not to place undue reliance on any such forward-looking statements, which speak only as of the date they are made. The
Company undertakes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
Our Annual Report on Form 10-K for the year ended December 26, 2021, details our disclosures about market risk. As of September 25, 2022, there were no material changes in our market risks from December 26, 2021.
45
Item 4.
Controls and Procedures
EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES
Our management, with the participation of our principal executive officer and our principal financial officer, evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended) as of September 25, 2022. Based upon such evaluation, our principal executive officer and principal financial officer concluded that our disclosure controls and procedures were effective to ensure that the information required to be disclosed by us in the reports that we file or submit under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and is accumulated and communicated to
our management, including our principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.
CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING
There were no changes in our internal control over financial reporting during the quarter ended September 25, 2022, other than as described in the following paragraph, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
On February 1, 2022, we acquired The Athletic. We are currently integrating The Athletic into our operations and internal control processes and, pursuant to the SEC’s guidance that an assessment of a recently acquired business may be omitted
from the scope of an assessment in the year of acquisition, the scope of our assessment of the effectiveness of our internal control over financial reporting at December 31, 2022, will not include The Athletic.
46
PART II. OTHER INFORMATION
Item 1. 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 1A.
Risk Factors
There have been no material changes to our risk factors as set forth in “Item 1A—Risk Factors” in our Annual Report on Form 10-K for the year ended December 26, 2021.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
(a) Unregistered Sales of Equity Securities
On July 7, 2022, we issued 1,000 shares of Class A Common Stock to holders of Class B Common Stock upon the conversion of such Class B shares into Class A shares. The conversion, which was in accordance with our Certificate
of Incorporation, did not involve a public offering and was exempt from registration pursuant to Section 3(a)(9) of the Securities Act of 1933, as amended.
(c) Issuer Purchases of Equity Securities
In February 2022, the Board of Directors approved a $150.0 million Class A Common Stock repurchase program. The authorization provides that Class A shares 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 primarily to offset the impact of dilution from our equity compensation program, but subject to market conditions and other factors, we may also make opportunistic repurchases to reduce share count. There is no expiration date with respect to this authorization. As of September 25,
2022, repurchases under this authorization totaled approximately $79.8 million (excluding commissions) and approximately $70.2 million remained.
Period
Total numbers of shares of Class A Common Stock purchased
Average
price paid per share of Class A Common Stock
Total number of shares of Class A Common Stock purchased as part of publicly announced plans or programs
Maximum number (or approximate dollar value) of shares of Class A Common Stock that may yet be purchased under the plans or programs
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.
Cover Page Interactive Data
File (formatted as Inline XBRL and contained in Exhibit 101).
*Schedules to this Exhibit have been omitted in accordance with Regulation S-K Items 601(a)(5). The Registrant agrees to furnish supplementally a copy of all omitted schedules to the Securities and Exchange Commission on a confidential basis upon request.
48
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
