United States securities and exchange commission logo
September 19, 2023
Roland Caputo
Chief Financial Officer
The New York Times Company
620 Eighth Ave
New York, NY 10018
Re: The New York Times
Company
Form 10-K for the
Fiscal Year Ended December 31, 2022
Filed February 28,
2023
File No. 001-05837
Dear Roland Caputo:
We have limited our review of your filing to the financial
statements and related
disclosures and have the following comments. In some of our comments, we
may ask you to
provide us with information so we may better understand your disclosure.
Please respond to these comments within ten business days by
providing the requested
information or advise us as soon as possible when you will respond. If
you do not believe our
comments apply to your facts and circumstances, please tell us why in
your response.
After reviewing your
response to these comments, we may have additional comments.
Form 10-K for the Fiscal Year Ended December 31, 2022
Management's Discussion and Analysis of Financial Condition and Results
of Operations
Results of Operations, page 32
1. Where you describe two
or more business reasons that contributed to a material change in
a financial statement
line item between periods, please quantify, where possible, the extent
to which each change
contributed to the overall change in that line item. In addition,
when you discuss
revenue fluctuations, specifically describe the extent to which changes
are attributable to
changes in prices or to changes in the volume or amount of goods or
services being sold or
to the introduction of new products or services. As an example, we
note that you attribute
the change in subscription revenue on page 33 to various factors,
such as subscribers
graduating to higher prices, the growth in the number of subscribers to
your digital-only
products, and the impact of an additional six days in the year. See Item
303(b)(2) of Regulation
S-K and SEC Release No. 33-8350.
Roland Caputo
FirstName LastNameRoland Caputo
The New York Times Company
Comapany 19,
September NameThe
2023 New York Times Company
September
Page 2 19, 2023 Page 2
FirstName LastName
2. We note that your statement of operations presents certain costs that
are included within
"operating profit" but excluded from the "total operating costs" line
item. Furthermore,
your discussion of "Operating Costs" within your Results of Operations
section in MD&A
does not include any discussion of these costs despite their inclusion
in operating profit.
Since acquisition-related costs, multi-employer pension plan liability
adjustments, impairment charges, and lease termination charges appear
to
represent operating costs under U.S. GAAP, as evidenced by their
inclusion within
operating profit, please clarify why they are excluded from total
operating costs and
explain in sufficient detail how you determined your statement of
operations presentation
is consistent with Rule 5-03 of Regulation S-X. In light of the fact
that some of these
amounts are material to operating profit for the year ended December
31, 2022 and six
months ended June 30, 2023, they should, at a minimum, be discussed
within your Results
of Operations section in MD&A as operating costs. Please revise future
filings
accordingly.
Notes to the Consolidated Financial Statements
14. Stock-Based Awards, page 108
3. It appears that you issue stock-based awards with market and
performance conditions.
Please tell us and disclose your accounting policy for recognition of
stock-based
compensation for awards with such conditions and, in doing so, clarify
if you issue any
awards that contain both market and performance conditions.
16. Segment Information , page 111
4. We note from your previous response letter dated December 12, 2018
that Wirecutter
represented an operating segment that did not meet the ASC
280-10-50-13 aggregation
criteria to be combined with The New York Times Company operating
segment. Please
confirm whether or not Wirecutter still represents an operating
segment that does not meet
the ASC 280 aggregation criteria. If so, ensure that you revise your
presentation to
include Wirecutter in an "all other" category as required by ASC
280-10-50-15.
5. We note that you present adjusted operating costs on both a segment
and consolidated
basis within your segment footnote and that you identify adjusted
operating costs as a
non-GAAP measure on pages 29 and 45. Please note that Item
10(e)(1)(ii)(C) of
Regulation S-K prohibits the presentation of non-GAAP measures in the
financial
statement footnotes. Accordingly, please remove your presentation of
these non-GAAP
measures from your footnotes in future filings and ensure that you
include the applicable
non-GAAP reconciliations within MD&A, including adjusted operating
costs on a
segment basis. Ensure you also provide all necessary reconciliations
on a segment basis
within applicable Form 8-K earnings releases.
6. As required by ASC 280-10-50-30(b), please revise future filings to
reconcile the total of
your reportable segments' measure of profit or loss, total adjusted
operating profit, to
consolidated income before income taxes and discontinued operations.
Roland Caputo
The New York Times Company
September 19, 2023
Page 3
18. Commitments and Contingent Liabilities, page 117
7. We note your disclosure that "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."
Please note that ASC 450-20-50-3 requires that if there is at least a
reasonable possibility
that additional loss may have been incurred, and an accrual has not been
made or exposure
exists in excess of the accrual, the footnotes should disclose the nature
of the contingency
and an estimate of the possible loss or range of loss or a statement that
such an estimate
cannot be made. Please advise or revise accordingly. Alternatively, if no
amount of loss
in excess of recorded accruals is believed to be reasonably possible,
please state this in
your disclosure. See guidance in ASC 450-20-50.
In closing, we remind you that the company and its management are
responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review,
comments, action or
absence of action by the staff.
You may contact Andrew Blume, Staff Accountant, at (202) 551-3254 or
Claire Erlanger,
Staff Accountant, at (202) 551-3301 with any questions.
Sincerely,
FirstName LastNameRoland Caputo
Division of
Corporation Finance
Comapany NameThe New York Times Company
Office of
Manufacturing
September 19, 2023 Page 3
cc: Will Bardeen
FirstName LastName