Exhibit 99.1
Summary Historical Consolidated Financial Information
The following table sets forth our summary historical consolidated financial information for the periods presented. The following information is only a summary and should be read in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and the consolidated financial statements and the related notes, which appear in our Annual Report on Form 10-K for the year ended December 27, 2009, and our Quarterly Reports on Form 10-Q for the quarters ended March 28, 2010, June 27, 2010 and September 26, 2010, which have been incorporated herein by reference. We have derived the statement of operations data for the 2007, 2008 and 2009 fiscal years and the balance sheet data as of December 27, 2009, and December 28, 2008, from our audited financial statements, which are incorporated by reference in this offering memorandum. We have derived the balance sheet data as of December 30, 2007, from our audited financial statements, which are not incorporated by reference herein. We have derived the statement of operations data for the nine months ended September 26, 2010, and September 27, 2009, and the balance sheet data as of September 26, 2010, from our unaudited financial statements, which are incorporated by reference in this offering memorandum. We have derived the statement of operations data for the twelve months ended September 26, 2010 by adding our results for the nine months ended September 26, 2010 to results for the twelve months ended December 27, 2009 and deducting our results for the nine months ended September 27, 2009. Our historical results for any prior period are not necessarily indicative of results to be expected for any future period. All fiscal years presented in the table below comprise 52 weeks.
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| | Nine Months Ended | | | Twelve Months Ended | | | Years Ended | |
(In thousands) | | September 26, 2010 | | | September 27, 2009 | | | September 26, 2010 | | | December 27, 2009 | | | December 28, 2008 | | | December 30, 2007 | |
Statement of Operations Data | | | | | | | | | | | | | | | | | | | | | | | | |
Revenues: | | | | | | | | | | | | | | | | | | | | | | | | |
Advertising | | $ | 914,518 | | | $ | 938,273 | | | $ | 1,312,536 | | | $ | 1,336,291 | | | $ | 1,771,033 | | | $ | 2,037,816 | |
Circulation | | | 700,819 | | | | 697,156 | | | | 940,149 | | | | 936,486 | | | | 910,154 | | | | 889,882 | |
Other | | | 116,450 | | | | 123,859 | | | | 160,253 | | | | 167,662 | | | | 258,577 | | | | 257,059 | |
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Total revenues | | | 1,731,787 | | | | 1,759,288 | | | | 2,412,938 | | | | 2,440,439 | | | | 2,939,764 | | | | 3,184,757 | |
Operating costs | | | 1,586,895 | | | | 1,727,067 | | | | 2,167,628 | | | | 2,307,800 | | | | 2,783,076 | | | | 2,919,031 | |
Pension withdrawal expense | | | 6,268 | | | | 80,249 | | | | 4,950 | | | | 78,931 | | | | — | | | | — | |
Net pension curtailment expense/(gain) | | | — | | | | 2,706 | | | | (56,671 | ) | | | (53,965 | ) | | | — | | | | — | |
Loss on leases and other | | | — | | | | 16,363 | | | | 18,270 | | | | 34,633 | | | | — | | | | — | |
Impairment of assets | | | 16,148 | | | | — | | | | 20,327 | | | | 4,179 | | | | 197,879 | | | | 11,000 | |
Net (gain)/loss on sale of assets | | | — | | | | (5,198 | ) | | | — | | | | (5,198 | ) | | | — | | | | 68,156 | |
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Operating profit/(loss) | | | 122,476 | | | | (61,899 | ) | | | 258,434 | | | | 74,059 | | | | (41,191 | ) | | | 186,570 | |
Income/(loss) from joint ventures | | | 22,271 | | | | 20,335 | | | | 22,603 | | | | 20,667 | | | | 17,062 | | | | (2,618 | ) |
Gain on sale of investment | | | 9,128 | | | | — | | | | 9,128 | | | | — | | | | — | | | | — | |
Interest expense, net | | | 61,825 | | | | 60,830 | | | | 82,696 | | | | 81,701 | | | | 47,790 | | | | 39,842 | |
Premium on debt redemption | | | — | | | | 9,250 | | | | — | | | | 9,250 | | | | — | | | | — | |
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Income/(loss) from continuing operations before income taxes | | | 92,050 | | | | (111,644 | ) | | | 207,469 | | | | 3,775 | | | | (71,919 | ) | | | 144,110 | |
Income tax expense/(benefit) | | | 50,444 | | | | (41,853 | ) | | | 94,503 | | | | 2,206 | | | | (5,979 | ) | | | 57,150 | |
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Income/(loss) from continuing operations | | | 41,606 | | | | (69,791 | ) | | | 112,966 | | | | 1,569 | | | | (65,940 | ) | | | 86,960 | |
Income/(loss) from discontinued operations, net of income taxes | | | 13 | | | | (1,049 | ) | | | 19,394 | | | | 18,332 | | | | 8,602 | | | | 121,637 | |
Net (income)/loss attributable to the noncontrolling interest | | | (1,054 | ) | | | (188 | ) | | | (876 | ) | | | (10 | ) | | | (501 | ) | | | 107 | |
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Net income/(loss) attributable to The New York Times Company common stockholders | | $ | 40,565 | | | $ | (71,028 | ) | | $ | 131,484 | | | $ | 19,891 | | | $ | (57,839 | ) | | $ | 208,704 | |
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| | Nine Months Ended | | | Twelve Months Ended | | | Years Ended | |
(In thousands) | | September 26, 2010 | | | September 27, 2009 | | | September 26, 2010 | | | December 27, 2009 | | | December 28, 2008 | | | December 30, 2007 | |
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Balance Sheet Data(at period end) | | | | | | | | | | | | | | | | | | | | | | | | |
Cash and cash equivalents | | $ | 128,641 | | | | | | | | | | | $ | 36,520 | | | $ | 56,784 | | | $ | 51,532 | |
Property, plant and equipment, net | | | 1,169,737 | | | | | | | | | | | | 1,250,021 | | | | 1,353,619 | | | | 1,468,013 | |
Total assets | | | 3,016,507 | | | | | | | | | | | | 3,088,557 | | | | 3,401,680 | | | | 3,473,092 | |
Total debt | | | 774,482 | | | | | | | | | | | | 769,217 | | | | 1,059,375 | | | | 1,034,979 | |
Total New York Times Company stockholders’ equity | | | 657,940 | | | | | | | | | | | | 604,042 | | | | 503,963 | | | | 978,200 | |
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| | Nine Months Ended | | | Twelve Months Ended | | | Years Ended | |
(In thousands) | | September 26, 2010 | | | September 27, 2009 | | | September 26, 2010 | | | December 27, 2009 | | | December 28, 2008 | | | December 30, 2007 | |
Other Data | | | | | | | | | | | | | | | | | | | | | | | | |
Adjusted operating profit (1) | | $ | 237,863 | | | $ | 163,962 | | | $ | 394,130 | | | $ | 320,229 | | | $ | 381,964 | | | $ | 490,454 | |
Adjusted operating costs (2) | | | 1,493,924 | | | | 1,595,326 | | | | 2,018,808 | | | | 2,120,210 | | | | 2,557,800 | | | | 2,694,303 | |
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Segment Data (3) | | | | | | | | | | | | | | | | | | | | | | | | |
Adjusted operating profit: | | | | | | | | | | | | | | | | | | | | | | | | |
News Media Group | | $ | 215,623 | | | $ | 156,152 | | | $ | 371,247 | | | $ | 311,776 | | | $ | 370,737 | | | $ | 489,635 | |
About Group | | | 54,457 | | | | 41,608 | | | | 75,175 | | | | 62,326 | | | | 52,038 | | | | 49,078 | |
Corporate | | | (32,217 | ) | | | (33,798 | ) | | | (52,292 | ) | | | (53,873 | ) | | | (40,811 | ) | | | (48,259 | ) |
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Total Company | | $ | 237,863 | | | $ | 163,962 | | | $ | 394,130 | | | $ | 320,229 | | | $ | 381,964 | | | $ | 490,454 | |
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Adjusted operating profit to revenues: | | | | | | | | | | | | | | | | | | | | | | | | |
News Media Group | | | 13 | % | | | 9 | % | | | 16 | % | | | 13 | % | | | 13 | % | | | 16 | % |
About Group | | | 54 | % | | | 49 | % | | | 55 | % | | | 51 | % | | | 45 | % | | | 48 | % |
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Key Ratios | | | | | | | | | | | | | | | | | | | | | | | | |
Operating profit/(loss) to revenues | | | | | | | | | | | 11 | % | | | 3 | % | | | -1 | % | | | 6 | % |
Return on average total assets | | | | | | | | | | | 4 | % | | | 1 | % | | | -2 | % | | | 6 | % |
Total debt to total capitalization | | | | | | | | | | | 54 | % | | | 56 | % | | | 68 | % | | | 51 | % |
Current assets to current liabilities (4) | | | | | | | | | | | 1.17 | | | | 1.00 | | | | 0.60 | | | | 0.68 | |
Net debt to Adjusted operating profit (5) | | | | | | | | | | | 1.64 | | | | 2.29 | | | | 2.62 | | | | 2.01 | |
Total debt to Adjusted operating profit | | | | | | | | | | | 1.97 | | | | 2.40 | | | | 2.77 | | | | 2.11 | |
Adjusted operating profit to interest expense, net | | | | | | | | | | | 4.77 | | | | 3.92 | | | | 7.99 | | | | 12.31 | |
Digital revenues as a percentage of advertising revenues | | | 26.3 | % | | | 21.7 | % | | | 25.2 | % | | | 22.0 | % | | | 17.4 | % | | | 13.9 | % |
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Full-Time Equivalent Employees | | | 7,303 | | | | 7,662 | | | | 7,303 | | | | 7,665 | | | | 9,346 | | | | 10,231 | |
(footnotes on succeeding pages)
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(1) | Adjusted operating profit represents operating profit (loss) excluding depreciation and amortization expense, severance and the special items described below. Adjusted operating profit is not a measurement of operating performance computed in accordance with GAAP and should not be considered as a substitute for operating profit (loss) computed in accordance with GAAP. A reconciliation of operating profit (loss) to Adjusted operating profit is provided below. |
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| | Nine Months Ended | | | Twelve Months Ended | | | Years Ended | |
(In thousands) | | September 26, 2010 | | | September 27, 2009 | | | September 26, 2010 | | | December 27, 2009 | | | December 28, 2008 | | | December 30, 2007 | |
Operating profit (loss) | | $ | 122,476 | | | $ | (61,899 | ) | | $ | 258,434 | | | $ | 74,059 | | | $ | (41,191 | ) | | $ | 186,570 | |
Depreciation and amortization | | | 90,816 | | | | 102,438 | | | | 122,074 | | | | 133,696 | | | | 144,301 | | | | 189,293 | |
Severance | | | 2,155 | | | | 29,303 | | | | 26,746 | | | | 53,894 | | | | 80,975 | | | | 35,435 | |
Special items | | | 22,416 | | | | 94,120 | | | | (13,124 | ) | | | 58,580 | | | | 197,879 | | | | 79,156 | |
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Adjusted operating profit | | $ | 237,863 | | | $ | 163,962 | | | $ | 394,130 | | | $ | 320,229 | | | $ | 381,964 | | | $ | 490,454 | |
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Special Items | | | | | | | | | | | | | | | | | | | | | | | | |
Pension withdrawal expense | | $ | 6,268 | | | $ | 80,249 | | | $ | 4,950 | | | $ | 78,931 | | | $ | — | | | $ | — | |
Net pension curtailment expense (gain) | | | — | | | | 2,706 | | | | (56,671 | ) | | | (53,965 | ) | | | — | | | | — | |
Loss on leases and other | | | — | | | | 16,363 | | | | 18,270 | | | | 34,633 | | | | — | | | | — | |
Impairment of assets | | | 16,148 | | | | — | | | | 20,327 | | | | 4,179 | | | | 197,879 | | | | 11,000 | |
Net (gain)/loss on sale of assets | | | — | | | | (5,198 | ) | | | — | | | | (5,198 | ) | | | — | | | | 68,156 | |
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Total special items | | $ | 22,416 | | | $ | 94,120 | | | $ | (13,124 | ) | | $ | 58,580 | | | $ | 197,879 | | | $ | 79,156 | |
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In the third quarter of 2010, we had an operating profit of $9.0 million and adjusted operating profit of $62.0 million. Adjusted operating profit excludes depreciation and amortization ($30.1 million), severance ($0.5 million) and special items, which include a write down of assets at the Globe’s [The Boston Globe (the “Globe”)] printing facility in Billerica, Mass. ($16.1 million) and a pension withdrawal expense ($6.3 million).
In the third quarter of 2009 we had an operating loss of $23.7 million and adjusted operating profit of $81.1 million. Adjusted operating profit excludes depreciation and amortization ($31.3 million), severance ($2.6 million) and special items, which includes a pension withdrawal expense ($76.1 million) and a gain on the sale of surplus real estate assets ($5.2 million).
For the nine months ended September 26, 2010, special items consisted of:
| • | | A $6.3 million pre-tax charge for an adjustment to estimated pension withdrawal obligations under several multiemployer pension plans at the Globe. |
| • | | A $16.1 million pre-tax charge for a write-down of assets at the Globe’s printing facility in Billerica, Mass., which was consolidated into the Boston, Mass., printing facility in the second quarter of 2009. After exploring different opportunities for the assets at Billerica, the Company entered into an agreement in the third quarter of 2010 to sell the majority of these assets to a third party. |
For the nine months ended September 27, 2009, special items consisted of:
| • | | A $83.0 million pre-tax charge primarily for estimated pension withdrawal obligations under several multiemployer pension plans ($80.3 million) as well as a curtailment charge for a Company-sponsored pension plan ($2.7 million). The charge was a result of amendments to various collective bargaining agreements at the Globe that allowed the withdrawal from these multiemployer plans and the freezing of benefits under the Company-sponsored plan. |
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| • | | A $16.4 million pre-tax charge for an estimated loss on leases at City & Suburban Delivery Systems, Inc. (“City & Suburban”), which was closed in the first quarter of 2009. |
| • | | A $5.2 million pre-tax gain on the sale of surplus real estate assets at the Regional Media Group. |
For the twelve months ended September 26, 2010, special items consisted of:
| • | | A $5.0 million pre-tax net charge for adjustments to estimated pension withdrawal obligations under several multiemployer pension plans at the Globe and related to the closure of City & Suburban. |
| • | | A $56.7 million pre-tax net pension curtailment gain resulting from freezing of benefits under various Company-sponsored qualified and non-qualified pension plans. |
| • | | An $18.3 million pre-tax charge for a loss on leases ($14.8 million) and a fee ($3.5 million) for the early termination of a third-party printing contract. The lease charge includes an $8.3 million loss on a lease for office space at The New York Times Media Group as well as an adjustment of $6.5 million to the estimated loss on leases recorded in the first quarter of 2009 associated with the City & Suburban closing. |
| • | | A $16.1 million pre-tax charge for a write-down of assets at the Globe’s printing facility in Billerica, Mass., which was consolidated into the Boston, Mass., printing facility in the second quarter of 2009. After exploring different opportunities for the assets at Billerica, the Company entered into an agreement in the third quarter of 2010 to sell the majority of these assets to a third party. |
| • | | A $4.2 million pre-tax charge for the impairment of assets due to the reduced scope of a systems project. |
For 2009 fiscal year, special items consisted of:
| • | | A $78.9 million pre-tax charge for a pension withdrawal obligation under several multiemployer pension plans at the Globe. |
| • | | A $54.0 million pre-tax net pension curtailment gain resulting from freezing of benefits under various Company-sponsored qualified and non-qualified pension plans. |
| • | | A $34.6 million pre-tax charge for a loss on leases ($31.1 million) and a fee ($3.5 million) for the early termination of a third-party printing contract. The lease charge includes a $22.8 million charge for a loss on leases associated with the City & Suburban closing and an $8.3 million loss on a lease for office space at The New York Times Media Group. |
| • | | A $4.2 million pre-tax charge for the impairment of assets due to the reduced scope of a systems project. |
| • | | A $5.2 million pre-tax gain on the sale of surplus real estate assets at the Regional Media Group. |
For 2008 fiscal year, special items consisted of:
| • | | A $160.4 million pre-tax, non-cash charge for the impairment of property, plant and equipment, intangible assets and goodwill at the New England Media Group. |
| • | | A $19.2 million pre-tax, non-cash charge for the impairment of an intangible asset at the IHT, [the International Herald Tribune (the “IHT”)] whose results are included in The New York Times Media Group. |
| • | | An $18.3 million pre-tax, non-cash charge for the impairment of assets for a systems project. |
For 2007 fiscal year, special items consisted of:
| • | | An $11.0 million pre-tax, non-cash charge for the impairment of an intangible asset at [the Worcester Telegram & Gazette (the “T&G”)], whose results are included in the New England Media Group. |
| • | | A $68.2 million net pre-tax loss from the sale of assets, mainly our Edison, N.J., facility. |
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(2) | Adjusted operating costs represent operating costs excluding depreciation and amortization, and severance. Adjusted operating costs is not a measurement of operating performance computed in accordance with GAAP and should not be considered a substitute for operating costs computed in accordance with GAAP. A reconciliation of operating costs to adjusted operating costs is presented below. |
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| | Nine Months Ended | | | Twelve Months Ended | | | Years Ended | |
(In thousands) | | September 26, 2010 | | | September 27, 2009 | | | September 26, 2010 | | | December 27, 2009 | | | December 28, 2008 | | | December 30, 2007 | |
Operating costs | | $ | 1,586,895 | | | $ | 1,727,067 | | | $ | 2,167,628 | | | $ | 2,307,800 | | | $ | 2,783,076 | | | $ | 2,919,031 | |
Depreciation and amortization | | | 90,816 | | | | 102,438 | | | | 122,074 | | | | 133,696 | | | | 144,301 | | | | 189,293 | |
Severance | | | 2,155 | | | | 29,303 | | | | 26,746 | | | | 53,894 | | | | 80,975 | | | | 35,435 | |
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Adjusted operating costs | | $ | 1,493,924 | | | $ | 1,595,326 | | | $ | 2,018,808 | | | $ | 2,120,210 | | | $ | 2,557,800 | | | $ | 2,694,303 | |
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In the third quarter of 2010, we had operating costs of $522.9 million and Adjusted operating costs of $492.3 million. Adjusted operating costs excludes depreciation and amortization ($30.1 million) and severance ($0.5 million).
In the third quarter of 2009, we had operating costs of $522.2 million and Adjusted operating costs of $488.3 million. Adjusted operating costs excludes depreciation and amortization ($31.3 million) and severance ($2.6 million).
(3) | See note (1) for an explanation of Adjusted operating profit. A reconciliation of operating profit to adjusted operating profit for the News Media Group, the About Group and Corporate is presented below. |
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| | Nine Months Ended | | | Twelve Months Ended | | | Years Ended | |
(In thousands) | | September 26, 2010 | | | September 27, 2009 | | | September 26, 2010 | | | December 27, 2009 | | | December 28, 2008 | | | December 30, 2007 | |
News Media Group operating profit (loss) | | $ | 108,914 | | | $ | (60,228 | ) | | $ | 190,305 | | | $ | 21,163 | | | $ | (30,947 | ) | | $ | 207,708 | |
Depreciation and amortization | | | 82,141 | | | | 94,098 | | | | 110,652 | | | | 122,609 | | | | 124,254 | | | | 167,838 | |
Severance | | | 2,152 | | | | 28,162 | | | | 26,743 | | | | 52,753 | | | | 79,551 | | | | 34,933 | |
Special items | | | 22,416 | | | | 94,120 | | | | 43,547 | | | | 115,251 | | | | 197,879 | | | | 79,156 | |
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Adjusted operating profit | | $ | 215,623 | | | $ | 156,152 | | | $ | 371,247 | | | $ | 311,776 | | | $ | 370,737 | | | $ | 489,635 | |
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About Group operating profit | | $ | 45,782 | | | $ | 32,910 | | | $ | 63,753 | | | $ | 50,881 | | | $ | 39,390 | | | $ | 34,703 | |
Depreciation and amortization | | | 8,675 | | | | 8,340 | | | | 11,422 | | | | 11,087 | | | | 12,251 | | | | 14,375 | |
Severance | | | — | | | | 358 | | | | — | | | | 358 | | | | 397 | | | | — | |
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Adjusted operating profit | | $ | 54,457 | | | $ | 41,608 | | | $ | 75,175 | | | $ | 62,326 | | | $ | 52,038 | | | $ | 49,078 | |
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Corporate operating profit | | $ | (32,220 | ) | | $ | (34,581 | ) | | $ | 4,376 | | | $ | 2,015 | | | $ | (49,634 | ) | | $ | (55,841 | ) |
Depreciation and amortization | | | — | | | | — | | | | — | | | | — | | | | 7,796 | | | | 7,080 | |
Severance | | | 3 | | | | 783 | | | | 3 | | | | 783 | | | | 1,027 | | | | 502 | |
Special items | | | — | | | | — | | | | (56,671 | ) | | | (56,671 | ) | | | — | | | | — | |
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Adjusted operating profit | | $ | (32,217 | ) | | $ | (33,798 | ) | | $ | (52,292 | ) | | $ | (53,873 | ) | | $ | (40,811 | ) | | $ | (48,259 | ) |
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See note (1) for a description of the special items.
(4) | The current assets to current liabilities ratio is higher in 2009 because of repayments of current debt. |
(5) | Net debt represents total debt less cash and cash equivalents. See note (1) for an explanation of Adjusted operating profit. |
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