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2: EX-31.1 Rule 13A-14(A)/15D-14(A) Certification HTML 26K
3: EX-31.2 Rule 13A-14(A)/15D-14(A) Certification HTML 26K
4: EX-32.1 Certification Pursuant to Section 906 of the HTML 22K
Sarbanes-Oxley Act of 2002
5: EX-32.2 Certification Pursuant to Section 906 of the HTML 22K
Sarbanes-Oxley Act of 2002
12: R1 Cover Page HTML 77K
13: R2 Condensed Consolidated Balance Sheets HTML 159K
14: R3 Condensed Consolidated Balance Sheets HTML 36K
(Parenthetical)
15: R4 Condensed Consolidated Statements of Operations HTML 106K
16: R5 Condensed Consolidated Statements of Comprehensive HTML 61K
Income
17: R6 Condensed Consolidated Statements of Changes in HTML 87K
Stockholders' Equity
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Stockholders' Equity (Parenthetical)
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20: R9 Basis of Presentation HTML 25K
21: R10 Summary of Significant Accounting Policies HTML 26K
22: R11 Revenue HTML 117K
23: R12 Marketable Securities HTML 153K
24: R13 Goodwill and Intangibles HTML 26K
25: R14 Investments HTML 24K
26: R15 Other HTML 49K
27: R16 Fair Value Measurements HTML 111K
28: R17 Pension and Other Postretirement Benefits HTML 93K
29: R18 Income Taxes HTML 25K
30: R19 Earnings Per Share HTML 24K
31: R20 Supplemental Stockholders' Equity Information HTML 53K
32: R21 Segment Information HTML 26K
33: R22 Contingent Liabilities HTML 24K
34: R23 Subsequent Events HTML 22K
35: R24 Summary of Significant Accounting Policies HTML 26K
(Policies)
36: R25 Summary of Significant Accounting Policies HTML 26K
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43: R32 Supplemental Stockholders' Equity Information HTML 51K
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44: R33 Revenue - Subscription, Advertising, and Other HTML 47K
Revenues (Details)
45: R34 Revenue - Digital-only Subscription Revenue HTML 56K
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46: R35 Revenue - Advertising Revenues (Details) HTML 42K
47: R36 Revenue - Performance Obligations (Details) HTML 32K
48: R37 Revenue - Contract Assets (Details) HTML 22K
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Securities - Continuous Loss Position (Details)
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Liabilities Measured at Fair Value (Details)
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Contingent Consideration (Details)
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Postretirement Benefits (Details)
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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 29, 2021 (exclusive of treasury shares):
Condensed
Consolidated Statements of Changes In Stockholders’ Equity (unaudited) for the quarters and nine months ended September 26, 2021 and September 27, 2020
Adjustments
to reconcile net income to net cash provided by operating activities:
Depreciation and amortization
i43,529
i46,368
Lease
termination charge
i3,831
i—
Amortization
of right of use asset
i7,069
i6,446
Stock-based
compensation expense
i14,387
i10,744
Gain
on non-marketable equity investment
(i27,156)
(i10,074)
Change
in long-term retirement benefit obligations
(i13,440)
(i11,635)
Other
– net
(i256)
(i5,505)
Changes
in operating assets and liabilities:
Accounts receivable – net
i19,072
i88,065
Other
assets
(i13,192)
i3,816
Accounts
payable, accrued payroll and other liabilities
i15,311
(i23,366)
Unexpired
subscriptions
i10,320
i11,730
Net
cash provided by operating activities
i209,557
i206,683
Cash
flows from investing activities
Purchases of marketable securities
(i550,649)
(i460,117)
Maturities
of marketable securities
i421,679
i331,786
Business
acquisitions
i—
(i33,085)
Sales
of investments – net
i20,569
i1,000
Capital
expenditures
(i23,750)
(i29,236)
Other-net
i2,466
i2,388
Net
cash used in investing activities
(i129,685)
(i187,264)
Cash
flows from financing activities
Long-term obligations:
Dividends paid
(i33,627)
(i28,393)
Payment
of contingent consideration
(i862)
(i862)
Capital
shares:
Proceeds from stock option exercises
i2,451
i5,307
Share-based
compensation tax withholding
(i10,916)
(i11,723)
Net
cash used in financing activities
(i42,954)
(i35,671)
Net
increase (decrease) in cash, cash equivalents and restricted cash
i36,918
(i16,252)
Effect
of exchange rate changes on cash
(i560)
i349
Cash,
cash equivalents and restricted cash at the beginning of the period
i301,964
i247,518
Cash,
cash equivalents and restricted cash at the end of the period
$
i338,322
$
i231,615
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 26, 2021, and December 27, 2020, and the results of operations, changes in stockholders’ equity and cash flows of the Company for the periods ended September 26, 2021, and September 27, 2020. 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 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 27, 2020. 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 nine months, respectively.
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.
Certain prior period amounts have been reclassified to conform with the current period presentation.
NOTE 2. iSUMMARY
OF SIGNIFICANT ACCOUNTING POLICIES
Except as described herein, as of September 26, 2021, our significant accounting policies, which are detailed in our Annual Report on Form 10-K for the year ended December 27, 2020, have not changed materially.
ii
Recently
Adopted Accounting Pronouncements
Accounting Standard Update(s)
Topic
Effective Period
Summary
2019-12
Simplifying the Accounting for Income Taxes (Topic 740)
Fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020. Early adoption is
permitted.
Simplifies the accounting for income taxes by eliminating certain exceptions to the guidance in Accounting Standards Codification 740 related to the approach for intraperiod tax allocation, the methodology for calculating income taxes in an interim period and the recognition of deferred tax liabilities for outside basis differences. The standard also simplifies aspects of the accounting for franchise taxes and enacted changes in tax laws or rates and clarifies the accounting for transactions that result in a step-up in the tax basis of goodwill. The Company adopted this guidance on December 28, 2020. The adoption did not have a material impact on the Company’s consolidated financial statements.
Recently
Issued Accounting Pronouncements
/
The Company considers the applicability and impact of all recently issued accounting pronouncements. Recent accounting pronouncements not specifically identified in our disclosures are either not applicable to the Company or are not expected to have a material effect on our financial condition or results of operations.
NOTE 3. 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 our Games, Cooking, Audm and Wirecutter (to which a subscription option was launched during the third quarter of 2021) products (“other digital-only 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 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), rate and mix of advertisements. Digital advertising includes our core digital advertising business and other digital advertising. Our core digital advertising
8
THE NEW YORK TIMES COMPANY
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
business includes direct-sold website, mobile application,
podcast, email and video advertisements. Direct-sold display advertising, a component of core digital advertising, includes offerings on websites and mobile applications sold directly to marketers by our advertising sales teams. Other digital advertising includes open-market programmatic advertising and creative services fees. Print advertising includes revenue from column-inch ads and classified advertising as well as preprinted advertising, also known as freestanding inserts.
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 student subscription sponsorship program
and our live events business.
i
Subscription, advertising and other revenues were as follows:
(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 each of 2021 and 2020, and approximately $i20 million and $i22
million for the first nine months of 2021 and 2020, respectively.
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 26, 2021, and September 27, 2020:
Other
digital-only product subscription revenues(2)
i20,251
i5.9
%
i14,546
i4.8
%
i57,815
i5.7
%
i38,660
i4.4
%
Subtotal
digital-only subscriptions
i198,633
i58.0
%
i155,286
i51.6
%
i568,378
i56.2
%
i431,280
i49.0
%
Print
subscription revenues:
Domestic home delivery subscription revenues(3)
i128,895
i37.6
%
i129,912
i43.2
%
i398,045
i39.4
%
i396,620
i45.1
%
Single-copy,
NYT International and other subscription revenues(4)
i15,081
i4.4
%
i15,752
i5.2
%
i44,487
i4.4
%
i51,673
i5.9
%
Subtotal
print subscription revenues
i143,976
i42.0
%
i145,664
i48.4
%
i442,532
i43.8
%
i448,293
i51.0
%
Total
subscription revenues
$
i342,609
i100.0
%
$
i300,950
i100.0
%
$
i1,010,910
i100.0
%
$
i879,573
i100.0
%
(1) Includes
revenues from subscriptions to the Company’s news product. News product subscription packages that include access to the Company’s Games, Cooking and Wirecutter products are also included in this category.
(2) Includes revenues from standalone subscriptions to the Company’s other digital-only products.
(3) Includes free access to some of the
Company’s digital products.
(4) NYT International is the international edition of our print newspaper.
/
9
THE NEW YORK TIMES COMPANY
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
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 26, 2021, and September 27, 2020:
We have remaining performance obligations related to digital archive and other licensing and certain advertising contracts. As of September 26, 2021, the aggregate amount of the transaction price allocated to the remaining performance obligations for contracts with a duration greater than one year was approximately $i128
million. The Company will recognize this revenue as performance obligations are satisfied. We expect that approximately $i13 million, $i40
million and $i75 million will be recognized in the remainder of 2021, 2022 and thereafter through 2028, respectively.
As of September 26, 2021, and December 27, 2020, the Company had
$i3.1 million and $i1.8 million, respectively, in contract
assets recorded in the Condensed Consolidated Balance Sheets related to digital archiving licensing revenue. The contract asset is reclassified to Accounts receivable when the customer is invoiced based on the contractual billing schedule.
NOTE 4. iMARKETABLE
SECURITIES
The Company accounts for its marketable securities as available for sale (“AFS”). The Company recorded $i1.7 million and $i4.3
million of net unrealized gains in Accumulated other comprehensive income (“AOCI”) as of September 26, 2021, and December 27, 2020, 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 26, 2021, and December 27, 2020:
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
i
The following tables represent the AFS securities as of September 26, 2021, and December 27, 2020, 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 26, 2021, and December 27, 2020, 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 26, 2021, and December 27, 2020, 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 26, 2021, and December 27, 2020, our short-term and long-term marketable securities had remaining maturities of less than iione
month/ to ii12/ months and ii13/
months to ii36/ months, respectively. See Note 8 for more information regarding the fair value of our marketable securities.
The
foreign currency translation line item reflects changes in goodwill resulting from fluctuating exchange rates related to the consolidation of certain international subsidiaries.
The aggregate carrying amount of intangible assets of $i14.6 million is included in Miscellaneous assets in our Condensed Consolidated Balance Sheets as of September 26,
2021.
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 26, 2021, and December 27, 2020, non-marketable equity securities included in Miscellaneous assets in our Condensed Consolidated Balance Sheets had a carrying value of $i27.4 million and $i20.9
million, respectively. The carrying value includes $i15.3 million of unrealized gains as of September 26, 2021. During the third quarter of 2021, we recorded a $i27.2 million
gain related to a non-marketable equity investment transaction. The gain consists of a $i15.2 million realized gain due to the partial sale of the investment and a $i11.9 million
unrealized gain due to the mark to market of the remaining investment. During the first nine months of 2020, we recorded a $i10.1 million gain related to a non-marketable equity investment transaction. The gain consists of a $i2.5
million realized gain due to the partial sale of the investment and a $i7.6 million unrealized gain due to the mark to market of the remaining investment.
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 $i2.1 million and $i3.9
million in the third quarters of 2021 and 2020, respectively, and $i7.1 million and $i11.6 million in the
first nine months of 2021 and 2020, 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)
Represents gains related to a non-marketable equity investment transaction.
/
13
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 26, 2021, and December 27, 2020, 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
$
i323,990
$
i286,079
Restricted
cash included within other current assets
i—
i686
Restricted
cash included within miscellaneous assets
i14,332
i15,199
Total
cash, cash equivalents and restricted cash shown in the Condensed Consolidated Statements of Cash Flows
$
i338,322
$
i301,964
//
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 “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 of i0.20%.
As
of September 26, 2021, there were ino outstanding borrowings under the Credit Facility and the Company was in compliance with the financial covenants contained in the documents governing the Credit Facility.
Severance Costs
We recognized $i0.5
million in severance costs in the third quarter of 2021 and ino severance costs in the third quarter of 2020, and $i0.9 million and $i6.7
million in the first nine months of 2021 and 2020, respectively. These costs are recorded in General and administrative costs in our Condensed Consolidated Statements of Operations.
We had a severance liability of $i2.6 million and $i5.0
million included in Accrued expenses and other in our Condensed Consolidated Balance Sheets as of September 26, 2021, and December 27, 2020, respectively.
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.
14
THE
NEW YORK TIMES COMPANY
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
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 26, 2021, and December 27,
2020:
(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 $i51.2 million as of September 26, 2021, and $i49.2
million as of December 27, 2020. 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.
/
15
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 quarter and nine months ended September 26, 2021:
(1)
Fair value adjustments are included in General and administrative expenses in our Condensed Consolidated Statements of Operations.
/
The remaining contingent consideration balances as of September 26, 2021, and December 27, 2020, of $i7.5 million
and $i8.4 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.
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:
(1)
The service cost component of net periodic pension cost is recognized in Total operating costs, while the other components are included in Other components of net periodic benefit costs in our Condensed Consolidated Statements of Operations, below Operating profit.
During the first nine months of 2021 and 2020, we made pension contributions of $i6.5 million and $i6.9
million, respectively, to the APP. We expect to make contractual contributions in 2021 of approximately $i9 million, which more than satisfy minimum funding requirements.
Other Postretirement Benefits
i
The
components of net periodic postretirement benefit cost/(income) were as follows:
Net
periodic postretirement benefit cost/(income) (1)
$
i169
$
(i72)
$
i509
$
(i298)
(1)
The service cost component of net periodic postretirement benefit cost/(income) is recognized in Total operating costs, while the other components are included in Other components of net periodic benefit costs in our Condensed Consolidated Statements of Operations, below Operating profit.
/
NOTE 10. iINCOME
TAXES
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 had income tax expense of $i7.3 million and $i19.1
million in the third quarter and first nine months of 2020, 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 Company’s effective tax rates from continuing operations were i17.8% and i17.5%
for the third quarter and first nine months of 2020, respectively. The increase in income tax expense in the third quarter and first nine months of 2021 is primarily due to higher income from continuing operations in those periods. The Company received a tax benefit in the first quarter of 2021 and in the first and third quarters of 2020 from stock price appreciation on stock-based awards that settled in the quarter, which in the case of 2020, resulted in lower-than-statutory tax rates in the third quarter and first nine months of 2020.
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.
17
THE NEW YORK TIMES COMPANY
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
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 of approximately i0.5 million and i0.6 million
in the third quarter and first nine months of 2021, respectively, and i1.0 million and i1.1 million
in the third quarter and first nine months of 2020, respectively, resulted primarily from the dilutive effect of certain stock options, performance awards and restricted stock units.
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 iiiiiiiino///////
anti-dilutive stock options, stock-settled long-term performance awards or restricted stock units excluded from the computation of diluted earnings per share in the third quarters and first nine months of 2021 and 2020, respectively.
NOTE 12. iSUPPLEMENTAL STOCKHOLDERS’ EQUITY INFORMATION
In 2015, the Board of Directors authorized up to $i101.1
million of repurchases of shares of the Company’s Class A Common Stock. As of September 26, 2021, repurchases under this authorization totaled $i84.9 million (excluding commissions) and $i16.2
million remained. Our Board of Directors has authorized us to purchase shares from time to time, subject to market conditions and other factors. There is no expiration date with respect to this authorization. There have been no purchases under this authorization since 2016.
i
The following table summarizes the changes in AOCI by component as of September 26, 2021:
(In
thousands)
Foreign Currency Translation Adjustments
Funded Status of Benefit Plans
Net Unrealized Gain on Available-For-Sale Securities
The
following table summarizes the reclassifications from AOCI for the nine months ended September 26, 2021:
(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)
$
(i3,967)
Other
components of net periodic benefit costs
Amortization of actuarial loss(1)
i23,187
Other components
of net periodic benefit costs
Total reclassification, before tax(2)
i19,220
Income
tax expense
i5,146
Income tax expense
Total reclassification, net of tax
$
i14,074
(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 thenine monthsended September 26, 2021.
/
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 Chief Operating Decision Maker (who
18
THE NEW YORK TIMES COMPANY
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
is the Company’s President and Chief Executive Officer) to make decisions about resources to be allocated
to the segment and assess its performance; and (iii) it has available discrete financial information. The Company has determined that it has ione reportable segment. Therefore, all required segment information can be found in the Condensed Consolidated Financial Statements.
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.
NOTE 15. iSUBSEQUENT EVENTS
On September 30, 2021, our Board of Directors approved a quarterly dividend of $ii0.07/
per share on our Class A and Class B common stock that was paid on October 22, 2021, to all stockholders of record as of the close of business on October 11, 2021.
19
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. We have one reportable segment with businesses that include our core news product and other interest-specific products, and related content and services.
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 New York headquarters building located at 620 Eighth Avenue, New York, New York (the “Company Headquarters”), retail commerce, television and film, our student subscription sponsorship program and our live events business.
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-Operating Items—Non-GAAP Financial Measures.”
Financial Highlights
•Diluted
earnings per share from continuing operations were $0.32 and $0.20 for the third quarters of 2021 and 2020, respectively. Diluted earnings per share from continuing operations excluding severance, non-operating retirement costs and special items discussed below under “Non-Operating Items – Non-GAAP Financial Measures” (or “adjusted diluted earnings per share,” a non-GAAP measure) were $0.23 and $0.22 for the third quarters of 2021 and 2020, respectively.
•The Company had an operating profit of $49.0 million in the third quarter of 2021, compared with $39.6 million in the third quarter of 2020. Operating profit before depreciation, amortization, severance, multiemployer pension plan withdrawal costs and special items discussed below under “Non-Operating Items – Non-GAAP Financial Measures” (or “adjusted
operating profit,” a non-GAAP measure) increased to $65.1 million in the third quarter of 2021 compared with $56.5 million in the third quarter of 2020.
•Total revenues increased 19.3% to $509.1 million in the third quarter of 2021 from $426.9 million in the third quarter of 2020.
•Subscription revenues increased 13.8% in the third quarter of 2021 compared with the same prior-year period. Paid digital-only subscriptions totaled approximately 7,588,000 at the end of the third quarter of 2021, a net increase of 455,000 subscriptions compared with the end of the second quarter of 2021 and a net increase of 1,525,000 compared with the end of the third quarter of 2020. Of the 455,000 total net additions, 320,000 came from the Company’s digital news
product, while 135,000 came from the Company’s Cooking, Games, Audm and Wirecutter (to which a subscription option was launched during the third quarter of 2021) products (“other digital-only products”).
•Total advertising revenues increased 39.9% in the third quarter of 2021 compared with the same prior-year period, due to an increase of 40.2% in digital advertising revenues and an increase of 39.4% in print advertising revenues.
•Operating costs increased 18.8% to $460.1 million in the third quarter of 2021 from $387.3 million compared with the third quarter of 2020. Operating costs before depreciation, amortization, severance and multiemployer pension plan withdrawal costs (or “adjusted operating costs,” a non-GAAP measure) increased
19.9% in the third quarter of 2021 to $444.1 million from $370.4 million in the third quarter of 2020.
Impact of Covid-19 Pandemic
Given the impact of the Covid-19 pandemic on our business in 2020, we believe that certain comparisons of our operating results in 2021 to 2019 provide useful context for our 2021 results. We have included supplemental tables comparing the operating results in 2021 to 2020 and to 2019 (see “Supplemental Financial Information”), as well as discussion comparing the third quarter and first nine months in 2021 to 2020 and 2019.
The Covid-19 pandemic has impacted our business in various ways, including impacts on both our operating revenues and operating expenses. During 2020, we experienced significant growth in the number of subscriptions to our digital news and
20
other
products, which we believe was attributable in part to an increase in traffic given the news environment and as a result of the pandemic, and we do not expect the 2020 growth rate to be sustainable or indicative of results for future periods. Revenues from the single-copy and bulk sales of our print newspaper (which include our international edition and collectively represent less than 5% of our total subscription revenues) were adversely affected as a result of widespread business closures, increased remote working and reductions in travel. The worldwide economic slowdown caused by the pandemic also led to a significant decline in our advertising revenues in 2020 as advertisers reduced their spending. More recently, we experienced increasing demand for advertising with the recovery of the broader market. Our live events business was and continues to be adversely affected by the impacts of the Covid-19 pandemic.
In 2020 we
incurred less media expense as we decreased marketing spend due to a heightened news cycle, lower print production and distribution costs due to less demand for print copies of the newspaper, lower costs related to our advertising business as a result of lower variable expenses in connection with lower advertising revenues and lower travel and entertainment costs as a result of the Covid-19 pandemic. More recently we have begun increasing some of our spending in these areas, and as referenced below, media expenses to promote our subscription business in the third quarter of 2021 were higher than the third quarters of both 2020 and 2019. We also incurred some additional expenses in response to the pandemic, including certain enhanced employee benefits; however these expenses have not yet been significant. We have invested and expect to continue to invest in our Company Headquarters and
other offices as well as technological improvements as we transition to hybrid work with employees working both from the office and remotely.
At this time, the full impact that the Covid-19 pandemic will have on our business, operations and financial results is uncertain. The extent to which the pandemic will continue to impact us will depend on numerous evolving factors and future developments, including the scope and duration of the pandemic (including the extent of variants and resurgences); the effect of ongoing vaccination and mitigation efforts; the impact of the pandemic on economic conditions and the companies with which we do business; governmental, business and other actions; the status of travel restrictions; and changes in consumer behavior in response to the pandemic, among many other factors. We will continue to actively monitor the situation and may take further actions that alter our business operations as
may be required by federal, state, local or foreign authorities, or that we determine are appropriate. Please see “Item 1A — Risk Factors” in our Annual Report on Form 10-K for the year ended December 27, 2020, for more information.
21
RESULTS OF OPERATIONS
The following table presents our consolidated financial results:
Cost
of revenue (excluding depreciation and amortization)
759,333
709,062
7.1
%
729,016
4.2
%
Sales and marketing
197,475
164,004
20.4
%
201,303
(1.9)
%
Product
development
119,280
96,334
23.8
%
76,320
56.3
%
General and administrative
183,278
162,791
12.6
%
152,054
20.5
%
Depreciation
and amortization
43,529
46,368
(6.1)
%
45,548
(4.4)
%
Total operating costs
1,302,895
1,178,559
10.5
%
1,204,241
8.2
%
Lease
termination charge
3,831
—
*
—
*
Restructuring charge
—
—
—
4,008
*
Gain
from pension liability adjustment
—
—
—
(2,045)
*
Operating profit
$
173,919
$
95,722
81.7
%
$
97,617
78.2
%
*
Represents a change equal to or in excess of 100% or not meaningful.
24
Revenues
Subscription Revenues
Subscription revenues consist of revenues from subscriptions to our digital and print products (which include our news product, as well as our other digital-only 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.
2021 Compared with 2020
Subscription
revenues increased 13.8% in the third quarter and increased 14.9% in the first nine months of 2021 compared with the same prior-year periods. The increase in the third quarter and first nine months was primarily due to growth in the number of subscriptions to the Company’s digital-only products as well as digital subscriptions graduating to higher prices from introductory promotional pricing. The increases in digital-only subscription revenue in both periods were partially offset by a decrease in print subscription revenue primarily attributable to lower single-copy and bulk sales as a result of increased levels of remote working and reductions in travel due to the Covid-19 pandemic as well as ongoing secular trends. Subscription revenues from domestic home delivery decreased 0.8% in the third quarter of 2021 compared with the same prior year period due to a decrease in the number of subscriptions,
partially offset by an increase in subscription prices. Revenues from domestic home delivery in the first nine months compared with the same period in the prior year increased 0.4% as the increase in subscription prices offset the decrease in the number of subscriptions.
Paid digital-only subscriptions totaled approximately 7,588,000 at the end of the third quarter of 2021, a net increase of 455,000 subscriptions compared with the end of the second quarter of 2021 and a net increase of 1,525,000 subscriptions compared with the end of the third quarter of 2020. The year-over-year growth in our digital subscriptions is attributable in part to initiatives we have undertaken to drive subscriptions, including adjustments to our access model.
Digital-only news product subscriptions
totaled approximately 5,654,000 at the end of the third quarter of 2021, a 320,000 net increase compared with the end of the second quarter of 2021 and a 989,000 increase compared with the end of the third quarter of 2020. Other digital-only products subscriptions totaled approximately 1,934,000 at the end of the third quarter of 2021, an increase of 135,000 subscriptions compared with the end of the second quarter of 2021 and an increase of 536,000 subscriptions compared with the end of the third quarter of 2020.
Print domestic home delivery subscriptions totaled approximately 795,000 at the end of the third quarter of 2021, a net decrease of 8,000 compared with the end of the second quarter of 2021 and a net decrease of 36,000 compared with the end of the third quarter of 2020.
2021 Compared with 2019
Subscription revenues increased
28.2% in the third quarter and increased 25.0% in the first nine months of 2021 compared with the same periods in 2019. The increase in the third quarter and first nine months of 2021 was primarily due to growth in the number of subscriptions to the Company’s digital-only products. These increases were partially offset by a decrease in print subscription revenue from single-copy and bulk sales as a result of increased levels of remote working and reductions in travel due to the Covid-19 pandemic as well as secular trends. Single-copy and bulk sales decreased 34.1% and 37.3% in the third quarter and the first nine months, respectively.
25
The
following table summarizes digital and print subscription revenues for the third quarters and first nine months of 2021 and 2020:
Other
digital-only product subscription revenues(2)
20,251
14,546
39.2
%
57,815
38,660
49.5
%
Subtotal digital-only subscription revenues
198,633
155,286
27.9
%
568,378
431,280
31.8
%
Print
subscription revenues:
Domestic home delivery subscription revenues(3)
128,895
129,912
(0.8)
%
398,045
396,620
0.4
%
Single-copy,
NYT International and other subscription revenues(4)
15,081
15,752
(4.3)
%
44,487
51,673
(13.9)
%
Subtotal print subscription revenues
143,976
145,664
(1.2)
%
442,532
448,293
(1.3)
%
Total
subscription revenues
$
342,609
$
300,950
13.8
%
$
1,010,910
$
879,573
14.9
%
(1) Includes
revenues from subscriptions to the Company’s news product. News product subscription packages that include access to the Company’s Games, Cooking and Wirecutter products are also included in this category.
(2) Includes revenues from standalone subscriptions to the Company’s other digital-only products.
(3) Includes free access to some of the Company’s digital products.
(4)
NYT International is the international edition of our print newspaper.
The following table summarizes digital and print subscriptions as of the end of the third quarters of 2021 and 2020:
(1) Includes subscriptions to the Company’s news product. News product subscription packages that include access to the Company’s Games, Cooking and Wirecutter products are also included in this category.
(2) Includes standalone subscriptions
to the Company’s other digital-only products. During the third quarter of 2021, the Company launched a Wirecutter subscription option.
26
We believe that the significant growth over the last several years in subscriptions to our products demonstrates the success of our “subscription-first” strategy and the willingness of our readers to pay for high-quality journalism. The following charts illustrate the growth in net digital-only subscriptions and corresponding subscription revenues as well as the relative stability of our print domestic home delivery subscription
products since the launch of the digital pay model in 2011.
(1) Amounts may not add due to rounding.
(2) Print domestic home delivery subscriptions include free access to some of our digital products.
(3) Print Other includes single-copy, NYT International and other subscription revenues.
Note: Revenues for 2012 and 2017 include the impact
of an additional week.
27
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. 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.
The following table summarizes digital
and print advertising revenues for the third quarters and first nine months of 2021 and 2020:
Digital
advertising revenues, which represented 60.4% of total advertising revenues in the third quarter of 2021, increased $19.2 million, or 40.2%, to $67.0 million compared with $47.8 million in the same prior-year period. The increase was primarily driven by higher direct-sold advertising, including traditional display and podcasts, as well as the impact of the comparison to weak digital advertising revenues in the prior year period caused by reduced advertiser spending during the earlier stages of the Covid-19 pandemic. Core digital advertising revenue increased $16.1 million due to growth in direct-sold display advertising and podcast advertising revenues. Direct-sold display impressions increased 33%, while the average rate grew 24%. Other digital advertising revenue increased $3.1 million, primarily due to a 44% increase in creative services fees, as well as a 7.1% increase in open-market programmatic advertising revenue. Programmatic impressions decreased by 39%, while
the average rate increased 63%.
Digital advertising revenues, which represented 61.6% of total advertising revenues in the first nine months of 2021, increased $59.0 million, or 42.6%, to $197.5 million compared with $138.5 million in the same prior-year period. The increase was primarily driven by higher direct-sold advertising, including traditional display and podcasts, as well as the impact of the comparison to weak digital advertising revenues in the prior year period caused by reduced advertiser spending during the earlier stages of the Covid-19 pandemic. Core digital advertising revenue increased $53.1 million due to growth in direct-sold display advertising revenue and podcast advertising revenues. Direct-sold display impressions increased 21%, while the average rate grew 29%. Other digital advertising revenue increased $5.9 million, primarily due to a 36% increase in creative services fees, as well as a 2.7% increase
in open-market programmatic advertising revenue. Programmatic impressions decreased by 39% offsetting the average rate increase of 63%.
Print advertising revenues, which represented 39.6% of total advertising revenues in the third quarter of 2021, increased $12.4 million, or 39.4%, to $43.9 million compared with $31.5 million in the same prior-year period. The increase in the third quarter of 2021 was primarily in the luxury and entertainment categories, largely due to the impact of the comparison to weak print advertising revenues in the third quarter of 2020 caused by reduced advertiser spending by businesses negatively impacted by the earlier stages of the Covid-19 pandemic. The increase in the third quarter of 2021 was partially offset by secular trends. Print advertising revenues, which represented 38.4% of total advertising revenues in the first nine months of 2021, increased
$8.6 million, or 7.5%, to $123.3 million compared with $114.7 million in the same prior-year period.The increase in the first nine months of 2021 was primarily in the luxury and media categories and was partially offset by a decrease in the entertainment category and as a result of secular trends. We expect reduced advertising spending by businesses that continue to be negatively impacted by the Covid-19 pandemic, along with secular trends, to continue to adversely affect our print advertising revenues. Some of our print advertising revenues may not return to pre-pandemic levels.
28
2021 Compared with 2019
Digital advertising revenues for
the third quarter of 2021 increased $12.3 million, or 22.6%, to $67.0 million compared with $54.7 million in the third quarter of 2019. The increase was primarily driven by higher direct-sold advertising, including traditional display and podcasts. Core digital advertising revenue increased $16.4 million due to growth in direct-sold display advertising revenues and podcast advertising revenues. Direct-sold display impressions increased 7%, while the average rate grew 43%. Other digital advertising revenue decreased $4.1 million, primarily due to the closure of our HelloSociety and Fake Love digital marketing agencies, partially offset by a 8.1% increase in open-market programmatic advertising revenue. Programmatic impressions decreased by 29%, while the average rate increased 50%.
Digital advertising revenues for the first nine months of 2021 increased $29.3 million, or 17.4%, to $197.5 million compared with $168.2 million
in the first nine months of 2019. The increase was primarily driven by higher direct-sold advertising, including traditional display and podcasts. Core digital advertising revenue increased $43.0 million due to growth in direct-sold display advertising revenue and podcast advertising revenues. Direct-sold display impressions were flat, while the average rate grew 31%. Other digital advertising revenue decreased $13.7 million, primarily due to the closure of our HelloSociety and Fake Love digital marketing agencies, partially offset by a 7.5% increase in open-market programmatic advertising revenue. Programmatic impressions decreased by 12%, while the average rate increased 21%.
Print advertising revenues for the third quarter of 2021 declined $15.0 million, or 25.4%, to $43.9 million compared with $58.9 million in the same period of 2019. Print advertising revenues for the first nine months of 2021 declined $67.9 million,
or 35.5%, to $123.3 million compared with $191.2 million in the same period of 2019. The declines in both periods reflected reduced spending on print advertising by businesses negatively impacted by the Covid-19 pandemic as well as continued secular trends.
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 student subscription sponsorship program and our live events business.
2021 Compared with 2020
Other revenues increased 19.1% in the third quarter of 2021 and increased 5.2% in the first nine months of 2021, compared with the same prior-year
periods. The increase in the third quarter of 2021 was primarily a result of higher licensing and commercial printing revenue. The increase in the first nine months of 2021 was primarily a result of higher Wirecutter affiliate referral revenues and licensing revenues, partially offset by lower television series revenues.
Building rental revenue from the leasing of floors in the Company Headquarters totaled $7.1 million in the third quarters of 2021 and 2020, respectively, and $20.0 millionand $22.3 million in the first nine months of 2021 and 2020, respectively.
2021 Compared with 2019
Other revenues increased 16.7% in the third quarter of 2021 and increased 9.6% in the first nine months, compared with the
same periods in 2019. The increase in the third quarter of 2021 was primarily a result of higher Wirecutter affiliate referral revenues and licensing revenue related to Facebook News partially offset by lower television series and live events revenues. The increase in the first nine months of 2021 was primarily a result of higher Wirecutter affiliate referral revenues and licensing revenue primarily related to Facebook News, partially offset by lower revenues from television series, live events and commercial printing.
Cost of revenue (excluding depreciation and amortization)
$
256,978
$
235,665
9.0
%
$
759,333
$
709,062
7.1
%
Sales
and marketing
83,767
50,615
65.5
%
197,475
164,004
20.4
%
Product development
40,638
34,349
18.3
%
119,280
96,334
23.8
%
General
and administrative
64,418
51,118
26.0
%
183,278
162,791
12.6
%
Depreciation and amortization
14,326
15,552
(7.9)
%
43,529
46,368
(6.1)
%
Total
operating costs
$
460,127
$
387,299
18.8
%
$
1,302,895
$
1,178,559
10.5
%
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.
2021 Compared with 2020
Cost of revenue increased in the third quarter of 2021 by $21.3 million, or 9.0%, compared with the third quarter of 2020, largely due to higher journalism costs of $15.1 million, higher subscriber servicing costs of $3.6 million, higher advertising servicing costs of $1.4 million, and higher print production and distribution costs of $1.2 million. The increase in journalism costs was largely driven by growth in the number of employees who work in the newsroom
and on our Games, Cooking and audio products, costs in connection with the production of audio content and a higher incentive compensation accrual. The increase in subscriber servicing costs was primarily due to higher credit card processing fees and third-party commissions due to increased subscriptions. Advertising servicing costs increased as a result of costs to produce higher creative services revenues. The increase in print production and distribution costs was largely due to an increase in compensation and benefits, newsprint pricing, and higher utilities and maintenance costs partially offset by lower outside printing and distribution costs.
Cost of revenue increased in the first nine months of 2021 by $50.3 million, or 7.1%, compared with the first nine months of 2020, largely due to higher journalism costs of $42.2 million, higher subscriber servicing costs of $11.3 million, higher digital content delivery costs
of $4.1 million, and higher advertising servicing costs of $3.2 million. The increases were partially offset by lower print production and distribution costs of $10.5 million. The increase in journalism costs was largely driven by growth in the number of employees who work in the newsroom and on our Games, Cooking and audio products, a higher incentive compensation accrual and costs in connection with the production of audio content. This cost growth was partially offset by lower content creation costs as a result of fewer television episodes. The increase in subscriber servicing costs was primarily due to higher credit card processing fees and third-party commissions due to increased subscriptions. Digital content delivery costs increased due to a higher incentive compensation accrual and higher cloud storage costs. Advertising servicing costs increased as a result of costs to produce higher creative services revenues. The decrease in print production and distribution
costs was largely due to lower outside printing and distribution costs, as well as lower newsprint consumption and pricing.
30
2021 Compared with 2019
Cost of revenue increased in the third quarter of 2021 by $12.1 million, or 4.9%, compared with the third quarter of 2019, largely due to higher journalism costs of $19.2 million, higher subscriber servicing costs of $6.7 million, and higher digital content delivery costs of $5.1 million. The increases were partially offset by lower print production and distribution costs of $12.4 million and lower advertising servicing costs of $6.5 million. The increase in journalism costs was largely driven by growth in the number of employees who work in the newsroom and on
our Games, Cooking and audio products, and a higher incentive compensation accrual. The increase in subscriber servicing costs was primarily due to higher credit card processing fees and third-party commissions due to increased subscriptions. Digital content delivery costs increased due to higher cloud-related costs and an increase in the number of employees. The decrease in print production and distribution costs was largely due to lower newsprint consumption and pricing, lower distribution costs, and lower outside printing costs. Advertising servicing costs decreased primarily as a result of the closure of our HelloSociety and Fake Love digital marketing agencies, as well as lower volume of creative services campaigns and live events.
Cost of revenue increased in the first nine months of 2021 by $30.3 million, or 4.2%, compared with the first nine months of 2019, largely due to higher journalism costs of $61.9 million, higher
subscriber servicing costs of $18.5 million, and higher digital content delivery costs of $16.6 million. The increases were partially offset by lower print production and distribution costs of $52.4 million and lower advertising costs of $14.3 million. The increase in journalism costs was largely driven by growth in the number of employees who work in the newsroom and on our Games, Cooking and audio products, and a higher incentive compensation accrual. The increase in subscriber servicing costs was primarily due to higher credit card processing fees and third-party commissions due to increased subscriptions. Digital content delivery costs increased due to higher cloud storage costs and growth in the number of employees. The decrease in print production and distribution costs was largely due to lower newsprint consumption and pricing, as well as lower distribution costs and outside printing costs. Advertising servicing costs decreased primarily as a result of the closure
of our HelloSociety and Fake Love digital marketing agencies as well as fewer live events.
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.
2021 Compared with 2020
Sales and marketing costs in the third quarter of 2021 increased by $33.2 million, or 65.5%, compared with the third quarter of 2020, primarily due to higher media expenses.
Sales and marketing costs in the first nine months of 2021 increased by $33.5 million, or 20.4%, compared with the first nine months
of 2020. The increase in marketing costs resulting from higher media expenses was partially offset by lower advertising sales costs.
Media expenses increased to $55.3 million in the third quarter of 2021 from $27.3 million in the third quarter of 2020 and increased to $120.2 million in the first nine months of 2021 from $89.2 million in the first nine months of 2020. The Company increased media expenses in the third quarter of 2021 as we were able to profitably scale media spend as a result of strong demand for news and success in converting readers to subscribers. The Company had reduced its marketing expense in 2020 during the earlier stages of the Covid-19 pandemic.
2021 Compared with 2019
Sales
and marketing costs in the third quarter of 2021 increased by $19.6 million, or 30.5%, compared with the third quarter of 2019, primarily due to higher media expenses.
Sales and marketing costs in the first nine months of 2021 decreased by $3.8 million, or 1.9%, compared with the first nine months of 2019. The decrease in sales and marketing costs is primarily a result of the closure of our HelloSociety and Fake Love digital marketing agencies, partially offset by higher media expenses and the growth in the number of marketing employees.
Media expenses increased to $55.3 million in the third quarter of 2021 from $35.9 million in the third quarter of 2019 and increased to $120.2 million in the first nine months of 2021 from $114.6 million in the first nine months of 2019. The Company increased media
expenses in the third quarter of 2021 as we were able to profitably scale media spend as a result of strong demand for news and success in converting readers to subscribers.
Product Development
Product development includes costs associated with the Company’s investment into developing and enhancing new and existing product technology, including engineering, product development and data insights.
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2021 Compared with 2020
Product development costs in the third quarter of 2021 increased by $6.3 million, or 18.3%, compared with the third quarter
of 2020, largely due to growth in the number of digital product development employees in connection with digital subscription strategic initiatives as well as a higher incentive compensation accrual.
Product development costs in the first nine months of 2021 increased by $22.9 million, or 23.8%, compared with the first nine months of 2020, largely due to the factors identified above.
2021 Compared with 2019
Product development costs in the third quarter of 2021 increased by $13.8 million, or 51.1%, compared with the third quarter of 2019, largely due to growth in the number of digital product development employees to support our digital subscription strategic initiatives as well as a higher incentive compensation accrual.
Product development costs in the first nine months of 2021 increased
by $43.0 million, or 56.3%, compared with the first nine months of 2019, largely due to the factors identified above.
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.
2021 Compared with 2020
General and administrative costs in the third quarter of 2021 increased by $13.3 million, or 26.0%, compared with the third quarter of 2020, primarily due to a higher incentive compensation accrual, growth in the number of employees, stock price appreciation on stock-based awards and higher consulting costs.
General and administrative costs in the first
nine months of 2021 increased by $20.5 million, or 12.6%, compared with the first nine months of 2020, primarily due to a higher incentive compensation accrual, higher consulting costs and growth in the number of employees, partially offset by a severance charge in the second quarter of 2020, and lower building operations and maintenance costs in 2021.
2021 Compared with 2019
General and administrative costs in the third quarter of 2021 increased by $14.4 million, or 28.8%, compared with the third quarter of 2019, primarily due to growth in the number of employees, mainly in the enterprise technology and human resources departments in support of employee growth in other areas, a higher incentive compensation accrual, stock price appreciation on stock-based awards and higher consulting costs.
General and administrative costs in the first
nine months of 2021 increased by $31.2 million, or 20.5%, compared with the first nine months of 2019, largely due to the factors identified above.
Depreciation and Amortization
2021 Compared with 2020
Depreciation and amortization costs in the third quarter and first nine months of 2021 decreased $1.2 million, or 7.9%, and $2.8 million, or 6.1%, respectively, compared with the same prior-year periods. The decrease in both periods is due to lower depreciation of software assets.
2021 Compared with 2019
Depreciation and amortization costs in the third quarter and first nine months of 2021 decreased $1.1 million, or 7.3%, and $2.0 million, or 4.4%, respectively, compared with the same periods in 2019. The decrease in both periods is due to lower depreciation
of software assets, partially offset by equipment and building projects that were placed in service.
See Note 7 of the Notes to the Condensed Consolidated Financial Statements for additional information regarding other items.
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.
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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
•operating costs before depreciation, amortization, severance and multiemployer pension plan withdrawal costs (or adjusted operating costs).
The special items in 2021 consisted of:
•a $27.2 million gain ($19.8 million after tax or $0.12 per share) in the third quarter related to a non-marketable equity investment transaction. The gain consists of a $15.2 million realized gain due to the partial sale of the investment and an $11.9 million unrealized gain due
to the mark to market of the remaining investment, and 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 the Company Headquarters.
The special item in 2020 consisted of:
•a $10.1 million gain ($7.4 million after tax or $0.04 per share) in the first quarter related to a non-marketable equity investment transaction. The gain consists of a $2.5 million realized gain due to the partial sale of the investment and a $7.6 million unrealized gain due to the mark to market
of the remaining investment, and is included in Interest income and other, net in our Condensed Consolidated Statements of Operations.
The special items in 2019 consisted of:
•a $4.0 million charge ($3.0 million after tax or $0.02 per share) in the third quarter related to restructuring charges, including impairment and severance charges related to the closure of our digital marketing agency, HelloSociety, LLC; and
•a $2.0 million gain ($1.5 million after tax or $0.01 per share) in the third quarter from a multiemployer pension plan liability adjustment.
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 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 is useful in evaluating
the ongoing performance of the Company’s businesses as it excludes 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, provide 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 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
33
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
$
0.32
$
0.20
60.0
%
$
0.89
$
0.54
64.8
%
Add:
Severance
—
—
—
0.01
0.04
(75.0)
%
Non-operating
retirement costs:
Multiemployer pension plan withdrawal costs
0.01
0.01
—
0.02
0.02
—
Other
components of net periodic benefit costs
0.02
0.01
*
0.05
0.04
25.0
%
Special items:
Gain
from non-marketable equity security
(0.16)
—
*
(0.16)
(0.06)
*
Lease termination charge
—
—
—
0.02
—
*
Income
tax expense of adjustments
0.04
(0.01)
*
0.02
(0.01)
*
Adjusted diluted earnings per share from continuing operations(1)
$
0.23
$
0.22
4.5
%
$
0.84
$
0.57
47.4
%
(1)Amounts
may not add due to rounding.
* Represents a change equal to or in excess of 100% or not meaningful.
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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.
35
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.
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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. Although there is uncertainty related to the anticipated continued effect of the Covid-19 pandemic on our business (as referenced above and in “Item 1A — Risk Factors” in our Annual Report on Form 10-K for the year ended December 27, 2020), given the
strength of our balance sheet and based on the information currently available to us, we do not expect the impact of the pandemic to have a material effect on our liquidity position. As of September 26, 2021, we had cash, cash equivalents and short- and long-term marketable securities of $1.04 billion. Our cash and marketable securities balances between the end of 2020 and September 26, 2021, increased primarily due to cash proceeds from operating activities and proceeds from the sale of investments, partially offset by dividend payments, capital expenditures and share-based compensation tax withholding.
We have paid quarterly dividends on the Class A and Class B Common Stock each quarter since late 2013. In February 2021, the Board of Directors approved an increase in the quarterly dividend to $0.07 per share, which was paid
in April 2021. In June and September 2021, the Board of Directors declared quarterly dividends of $0.07 per share on the Class A and Class B Common Stock, which were paid in July and October 2021. 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.
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 increased in the first nine months of 2021 compared with the same prior-year period primarily due to higher net income adjusted for non-cash items and lower cash payments made to settle accounts payable, accrued payroll and other liabilities, partially offset by lower cash collections from accounts receivable, an increase in other assets and lower cash payments received from prepaid subscriptions.
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.
Net cash used in investing activities in the first nine months of 2021 was primarily related to $129.0 million in net purchases of marketable securities and $23.8 million in capital expenditures payments, partially offset by $20.6 million related to a non-marketable equity investment transaction.
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 2021 was primarily related to dividend payments of $33.6 million and share-based compensation tax withholding payments of $10.9 million.
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Restricted Cash
We were required to maintain $14.3 million of restricted cash as of September 26, 2021, and $15.9 million as of December 27, 2020, substantially all of which is set aside to collateralize workers’
compensation obligations.
Capital Expenditures
Capital expenditures totaled approximately $26 million and $25 million in the first nine months of 2021 and 2020, respectively. The increase in capital expenditures was primarily driven by improvements at our Company Headquarters and newsroom bureaus, partially offset by lower expenditures related to improvements at our College Point, New York, printing and distribution facility and lower expenditures on computer hardware. The improvements in our Company Headquarters 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 $24 million and $29 million in the first nine months of 2021 and 2020, respectively.
Third-Party Financing
In September 2019, we entered into a $250 million five-year unsecured credit facility (the “Credit Facility”). Certain of our domestic subsidiaries have guaranteed our obligations under the Credit Facility. As of September 26, 2021, there were no outstanding borrowings under the Credit Facility and the Company was in compliance with the financial covenants contained in the Credit Facility.
CRITICAL
ACCOUNTING POLICIES
Our critical accounting policies are detailed in our Annual Report on Form 10-K for the year ended December 27, 2020. Other than as described in Note 2 of the Notes to the Condensed Consolidated Financial Statements, as of September 26, 2021, our critical accounting policies have not changed from December 27, 2020.
Our contractual obligations and off-balance sheet arrangements are detailed in our Annual Report on Form 10-K for the year ended December 27, 2020. As of September 26, 2021, our contractual obligations
and off-balance sheet arrangements have not changed materially from December 27, 2020.
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: the impact of the Covid-19 pandemic; significant competition in all aspects of our business; our ability to improve and
scale our technical infrastructure and respond and adapt to changes in technology and consumer behavior; our ability to continue to retain and grow our subscriber base; numerous factors that affect our advertising revenues, including economic conditions, market dynamics, audience fragmentation, evolving digital advertising trends and the evolution of our strategy; damage to our brand or reputation; economic, geopolitical and other risks associated with the international scope of our business and foreign operations; our ability to attract and maintain a highly skilled and diverse workforce; adverse results from litigation or governmental investigations; the risks and challenges associated with investments we make in new and existing products and services; risks associated with acquisitions, divestitures, investments and other transactions; the effects of the fixed cost 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; the impact of labor negotiations and agreements; increases in the price of newsprint or significant disruptions in our newsprint supply chain or newspaper printing and distribution channels; 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.
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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 27, 2020, and “Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations” of this 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 27, 2020, details our disclosures about market risk. As of September 26, 2021, there were no material changes in our market risks from December 27, 2020.
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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 of September 26, 2021. 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 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
During the third quarter of 2021, we completed the implementation of a new cloud-based system for print advertising billing. In connection with this system implementation, we updated our internal control over financial reporting to accommodate the resulting changes to our existing controls, systems and procedures.
There were no other changes in our internal control over financial reporting during the quarter ended September 26, 2021, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
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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 27, 2020.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
(c)
Issuer Purchases of Equity Securities
In 2015, the Board of Directors authorized up to $101.1 million of repurchases of shares of the Company’s Class A Common Stock. As of September 26, 2021, repurchases under this authorization totaled $84.9 million (excluding commissions) and $16.2 million remained. Our Board of Directors has authorized us to purchase shares from time to time, subject to market conditions and other factors. There is no expiration date with respect to this authorization. There have been no purchases under this authorization since 2016.
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).
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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.
