New York Times Earnings 2020-12-27
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
For the fiscal year ended December 27 , 2020
For the transition period from ___ to ___
Commission file number 1-5837
THE NEW YORK TIMES CO MPANY
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | ||||||||||||||||
| (Address and zip code of principal executive offices) | |||||||||||||||||
Registrant’s telephone number, including area code: (212 ) 556-1234
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||
Securities registered pursuant to Section 12(g) of the Act: Not Applicable
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☑ No ☐
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. Yes ☐ No ☑
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☑ No ☐
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 during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☑ No ☐
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 the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):
☑ | Accelerated filer | ☐ | ||||||||||||
Non-accelerated filer | ☐ | Smaller reporting company | ||||||||||||
| Emerging growth company | ||||||||||||||
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 has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☑
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☑
The aggregate worldwide market value of Class A Common Stock held by non-affiliates, based on the closing price on June 26, 2020, the last business day of the registrant’s most recently completed second quarter, as reported on the New York Stock Exchange, was approximately $6.8 billion. As of such date, non-affiliates held 55,849 shares of Class B Common Stock. There is no active market for such stock.
The number of outstanding shares of each class of the registrant’s common stock as of February 19, 2021 (exclusive of treasury shares), was as follows: 166,656,827 shares of Class A Common Stock and 781,724 shares of Class B Common Stock.
Documents incorporated by reference
| INDEX TO THE NEW YORK TIMES COMPANY 2020 ANNUAL REPORT ON FORM 10-K | ||
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| PART I | ||
FORWARD-LOOKING STATEMENTS | ||
This Annual Report on Form 10-K, including the sections titled “Item 1A — Risk Factors” and “Item 7 — Management’s Discussion and Analysis of Financial Condition and Results of Operations,” contains forward-looking statements that relate to future events or our future financial performance. We may also make written and oral forward-looking statements in our Securities and Exchange Commission (“SEC”) filings and otherwise. We have tried, where possible, to identify such statements by using words such as “believe,” “expect,” “intend,” “estimate,” “anticipate,” “will,” “could,” “project,” “plan” and similar expressions in connection with any discussion of future operating or financial performance. Any forward-looking statements are and will be based upon our then-current expectations, estimates and assumptions regarding future events and are applicable only as of the dates of such statements. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
By their nature, forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially from those anticipated in any such statements. You should bear this in mind as you consider forward-looking statements. Factors that we think could, individually or in the aggregate, cause our actual results to differ materially from expected and historical results include those described in “Item 1A — Risk Factors” below, as well as other risks and factors identified from time to time in our SEC filings.
ITEM 1. BUSINESS | ||
OVERVIEW
The New York Times Company (the “Company”) was incorporated on August 26, 1896, under the laws of the State of New York. The Company and its consolidated subsidiaries are referred to collectively in this Annual Report on Form 10-K as “we,” “our” and “us.”
We are a global media organization focused on creating, collecting and distributing high-quality news and information. Our continued commitment to premium content and journalistic excellence makes The New York Times brand a trusted source of news and information for readers and viewers across various platforms. The quality of our coverage has been widely recognized with many industry and peer accolades, including 130 Pulitzer Prizes and citations, more than any other news organization.
The Company includes our digital and print products and related businesses. We have one reportable segment with businesses that include:
•our core news product, The New York Times (“The Times”), which is available on our mobile applications, on our website (NYTimes.com) and as a printed newspaper, and associated content such as our podcasts;
•our other interest-specific products, including Games (previously Crossword), Cooking and Audm (our read-aloud audio service), which are available on mobile applications and websites, and Wirecutter, our online review and recommendation product; and
•our related businesses, such as our licensing operations; our creative services associated with our branded content studio; our commercial printing operations; our live events business; and other products and services under The Times brand.
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 and Audm products) and single-copy and bulk sales of our print products. Advertising revenue is derived from the sale of our advertising products and services. Revenue information for the Company appears under “Item 7 — Management’s Discussion and Analysis of Financial Condition and Results of Operations.”
We believe that the significant growth 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. We had approximately 7.5 million paid subscriptions to our products as of December 27, 2020, more than at any point in our history.
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During 2020, we continued to make significant investments in our journalism and our digital products, while taking further steps to position our organization to operate effectively in a digital environment. The Times continued to break stories, produce investigative reports and help our audience understand a wide range of topics, including the Covid-19 pandemic and its many reverberations, a national reckoning over race and social justice, and the U.S. presidential election and its aftermath. We made significant investments in our newsroom, including capabilities in live, visual and data journalism, and in audio, including our highly popular news podcast, The Daily, which was downloaded 1.25 billion times in 2020. In addition, we acquired Serial Productions, the company that produces the groundbreaking “Serial” podcast, and Audm, which transforms long-form journalism into audio. In addition, we continue to innovate digital advertising solutions, including our first-party data products, which allow the Company to leverage its large and coveted audiences in privacy-forward ways.
Our business was affected in 2020 and may be further affected by the conditions, including significant economic disruption, market volatility and uncertainty, caused by the global coronavirus (Covid-19) pandemic and attempts to contain it. See “Item 1A — Risk Factors” and “Item 7 — Management’s Discussion and Analysis of Financial Condition and Results of Operations” for more information.
PRODUCTS
The Company’s principal business consists of distributing content generated by The Times newsroom through our digital and print platforms. In addition, we distribute selected content on third-party platforms.
Since 2011, we have charged consumers for content provided on our core news website (NYTimes.com) and mobile applications. Digital subscriptions can be purchased individually or through group corporate or group education subscriptions. Our access model generally offers users who have registered free access to a limited number of articles before requiring users to subscribe for access to additional content. We have made the choice at times to suspend limits on registered users' free access to particularly important coverage.
In addition to subscriptions to our digital news product, we offer standalone subscriptions to our Games, Cooking and Audm products. (In the first quarter of 2020, we acquired a company that transforms journalism articles into audio that is made available in a subscription-based product named “Audm.”) Certain digital news subscription packages include access to our Games and Cooking products.
Our products also include podcasts, which are distributed both on our digital platforms and on third-party platforms. We generate advertising and licensing revenue from this content, but do not charge users for access.
The Times’s print edition newspaper, published seven days a week in the United States, commenced publication in 1851. The Times also has an international edition that is tailored for global audiences. First published in 2013, the international edition succeeded the International Herald Tribune, a leading daily newspaper that commenced publishing in Paris in 1887. Our print newspapers are sold in the United States and around the world through individual home-delivery subscriptions, bulk subscriptions (primarily by schools and hotels) and single-copy sales. Print home-delivery subscribers are entitled to receive free access to some of our digital products.
SUBSCRIPTIONS AND AUDIENCE
Our content reaches a broad audience through both digital and print platforms. As of December 27, 2020, we had approximately 7,523,000 paid subscriptions across 232 countries and territories to our digital and print products.
Paid digital-only subscriptions totaled approximately 6,690,000 as of December 27, 2020, an increase of approximately 52% compared with December 29, 2019. This amount includes standalone paid subscriptions to our Games, Cooking and Audm products, which totaled approximately 840,000, 726,000 and 34,000, respectively, as of December 27, 2020. International digital-only news subscriptions represented approximately 18% of our digital-only news subscriptions as of December 27, 2020.
The number of paid digital-only subscriptions also includes estimated group corporate and group education subscriptions (which collectively represent approximately 4% of total paid digital subscriptions to our news products). The number of paid group subscriptions is derived using the value of the relevant contract and a discounted subscription rate. The actual number of users who have access to our products through group subscriptions is substantially higher.
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In the United States, The Times had the largest daily and Sunday print circulation of all seven-day newspapers for the six-month period ended September 30, 2020, according to data collected by the Alliance for Audited Media (“AAM”), an independent agency that audits circulation of most U.S. newspapers and magazines.
For the fiscal year ended December 27, 2020, The Times’s average print circulation (which includes paid and qualified circulation of the newspaper in print) was approximately 374,000 for weekday (Monday to Friday) and 854,000 for Sunday. (Under AAM’s reporting guidance, qualified circulation represents copies available for individual consumers that are either non-paid or paid by someone other than the individual, such as copies delivered to schools and colleges and copies purchased by businesses for free distribution.)
Average circulation for the international edition of our newspaper (which includes paid circulation of the newspaper in print and electronic replica editions) for the fiscal years ended December 27, 2020, and December 29, 2019, was approximately 105,000 (estimated) and 164,000, respectively. These figures follow the guidance of Office de Justification de la Diffusion, an agency based in Paris and a member of the International Federation of Audit Bureaux of Circulations that audits the circulation of most newspapers and magazines in France. For 2020, this guidance excludes data from March through June 2020 in the calculation of annual average. The final 2020 figure will not be available until April 2021.
According to comScore Media Metrix, an online audience measurement service, in 2020, NYTimes.com had a monthly average of approximately 118 million unique visitors in the United States on either desktop/laptop computers or mobile devices. Globally, including the United States, NYTimes.com had a monthly average of approximately 166 million unique visitors on either desktop/laptop computers or mobile devices, according to internal data estimates.
ADVERTISING
We have a comprehensive portfolio of advertising products and services. 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.
The majority of our advertising revenue is 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 advertising exchanges.
Digital advertising includes our core digital advertising business and other digital advertising. Our core digital advertising includes direct-sold website, mobile application, podcast, email and video advertisements. Other digital advertising includes advertising revenues generated by open-market programmatic advertising; creative services; Wirecutter, our review and recommendation product; and classified advertising. In 2020, digital advertising represented approximately 58% of our advertising revenues.
Print advertising includes revenue from column-inch ads and classified advertising, including line-ads as well as preprinted advertising, also known as freestanding inserts. Column-inch ads are priced according to established rates, with premiums for color and positioning, and classified advertising is paid for on a per-line basis. The Times newspaper had the largest market share in 2020 in print advertising among a national newspaper set that consists of USA Today, The Wall Street Journal and The Times, according to MediaRadar, an independent agency that measures advertising sales volume. In 2020, print advertising represented approximately 42% of our advertising revenues.
Our business is affected in part by seasonal patterns in advertising, with generally higher advertising volume in the fourth quarter due to holiday advertising.
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COMPETITION
Our digital and print products compete for subscriptions and advertising with other media in their respective markets. Competition for subscription revenue and audience is generally based upon content breadth, depth, originality, quality and timeliness; product experience; format; price and access model; visibility on search engines and social media platforms and in mobile app stores; and service, while competition for advertising is generally based upon audience levels and demographics, advertising rates, service, targeting capabilities, advertising results and breadth of advertising offerings.
As our industry continues to shift from print to digital media, our products face competition for audience, subscriptions and advertising from a wide variety of digital media (many of which are free to users), including news and other information websites and mobile applications, news aggregators, sites that cover niche content, social media platforms, podcast distributors, and other forms of media. In addition, we compete for advertising on digital advertising networks and exchanges with real-time bidding and other programmatic buying channels.
Our digital news product most directly competes for audience, subscriptions and advertising with other U.S. and global news and information websites, mobile applications and digital products, including The Washington Post, The Wall Street Journal, CNN, BBC News, Vox, Buzzfeed, NPR, The Guardian and Financial Times. Our digital news product also competes with customized news feeds, news aggregators and social media products by companies such as Apple, Google, Facebook and Twitter. Our audio journalism competes for audience and advertising with content from Spotify, NPR and others, and for audience with content in Apple’s products.
Our print newspaper competes for subscriptions and advertising primarily with the print editions of national newspapers such as The Washington Post and The Wall Street Journal; newspapers of general circulation in New York City and its suburbs; other daily and weekly newspapers in markets in which The Times is circulated; and some national news and lifestyle magazines. The international edition of our newspaper competes with international sources of English-language news, including the Financial Times, Time, Bloomberg Business Week and The Economist, as well as pan-regional publications.
OTHER BUSINESSES
We also derive revenue from other businesses, which primarily include:
•The Company’s licensing of our intellectual property. Our licensing division transmits articles, graphics and photographs from The Times and other publications to over 1,500 clients, including newspapers, magazines and websites in 100 countries and territories worldwide. The licensing division also handles digital archive distribution, which licenses electronic databases to resellers in the business, professional and library markets; magazine licensing; news digests; book development and rights and permissions. In addition, the Company licenses select content to third-party digital platforms for access by their users. Finally, the Company licenses content for use in, and collaborates with third parties in the development and production of, television and films;
•Wirecutter, a review and recommendation product that serves as a guide to technology gear, home products and other consumer goods. This product generates affiliate referral revenue (revenue generated by offering direct links to merchants in exchange for a portion of the sale price upon completion of a transaction);
•The Company’s commercial printing operations, which utilize excess capacity at our College Point facility to print and distribute products for third parties; and
•The Company’s live events business, which hosts physical and virtual live events to connect audiences with our journalists and outside thought leaders, and is monetized through sponsorship and advertising.
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PRINT PRODUCTION AND DISTRIBUTION
The Times is currently printed at our production and distribution facility in College Point, N.Y., as well as under contract at 24 remote print sites across the United States. We also utilize excess capacity at our College Point facility for commercial printing and distribution for third parties. The Times is delivered to newsstands and retail outlets in the New York metropolitan area through a combination of third-party wholesalers and our own drivers. In other markets in the United States and Canada, The Times is delivered through agreements with other newspapers and third-party delivery agents.
The international edition of The Times is printed under contract at 26 sites throughout the world and is sold in over 130 countries and territories. It is distributed through agreements with other newspapers and third-party delivery agents.
RAW MATERIALS
The primary raw materials we use are newsprint and coated paper, which we purchase from a number of North American and European producers. A significant portion of our newsprint is purchased from Resolute FP US Inc., a subsidiary of Resolute Forest Products Inc., a large global manufacturer of paper, market pulp and wood products.
In 2020 and 2019, we used the following types and quantities of paper:
| (In metric tons) | 2020 | 2019 | ||||||||||||
Newsprint(1) | 71,600 | 93,300 | ||||||||||||
Coated and Supercalendered Paper(2) | 10,200 | 13,200 | ||||||||||||
(1) Newsprint usage includes paper used for commercial printing.
(2) The Times uses a mix of coated and supercalendered paper for The New York Times Magazine, and coated paper for T: The New York
Times Style Magazine.
HUMAN CAPITAL
Our ability to attract, develop and maximize the contributions of world-class talent, and to create the conditions for our people to do their best work, is vital to the continued success of our mission and business and central to our long-term strategy. As we continue to transform the Company and foster a culture that enables our mission and people to thrive, we are focused on building a diverse, equitable and inclusive workplace and workforce that reflects the society that we report on; providing competitive compensation packages and otherwise incentivizing employees in unique and attractive ways; developing and promoting talent; and supporting the health, safety and well-being of our employees.
Diversity, Equity and Inclusion
The New York Times is driven by a simple but powerful mission: to seek the truth and help people understand the world. The diversity of our staff helps to make our news report deeper and richer, and better able to address the needs and experiences of our growing, global audience.
Since 2017, we have published annually a report on diversity and inclusion to provide transparency in the composition of our workforce, and recently published a more detailed report and plan of action focused on transforming our culture and strengthening our systems and practices for developing and supporting our workforce. We have also taken a number of steps over the years to advance our diversity, equity and inclusion goals, including:
•Building clear, fair and intentional processes for hiring, including requirements for recruiting diverse slates of job candidates;
•Conducting a pay equity analysis every two years to ensure that employees from traditionally under-represented groups are not adversely impacted by pay bias, as well as regularly reviewing and benchmarking pay against external market data;
•Continuing to invest in diversifying the pipeline of future journalists at both The Times and the broader industry, by creating and expanding programs like The New York Times Fellowship Program, a one-year
THE NEW YORK TIMES COMPANY – P. 5
work program for up-and-coming journalists, hosting an annual Student Journalism Institute for journalists of color, and supporting many outside organizations dedicated to increasing diversity in journalism, technology and the media;
•Fostering an inclusive workplace through, among other things, sponsoring 11 employee resource groups for people who share identities and interests and expanding trainings on unconscious bias and leading diverse teams; and
•Adopting policies, processes and guidelines to promote productive, effective and respectful communications with employees.
Talent and Development
Recognizing the critical importance of executive leadership to the success of the Company, the Board of Directors works with senior management to ensure that effective plans are in place for both short-term and long-term executive succession at the Company. The Board conducts annually a detailed review of the Company’s talent strategies, leadership pipeline and succession plans for key senior leadership roles. After a deliberate succession planning process, led by our Chairman and Publisher of The New York Times, A.G. Sulzberger, and the Presiding Director, Brian P. McAndrews, the Board appointed Meredith Kopit Levien from within the organization to be the Company’s President and Chief Executive Officer, effective September 2020. We also value ongoing development and continuous learning and strive to support and provide learning opportunities to our employees to invest in their career growth.
Compensation and Benefits
We offer a comprehensive compensation and benefits program designed to attract and maximize the contributions of talented individuals. The goal of this program is to meet the needs of our employees, support our strategic goals, mission and values, drive a high-performance culture, and pay competitively and equitably. In line with our business goals, our compensation philosophy links compensation to achieving sustained high performance and creating long-term stockholder value.
Health, Safety and Wellness
The physical and mental health, safety, well-being and work-life balance of our employees is vital to our success. We sponsor a wellness program designed to enhance physical, financial and mental well-being for all of our employees. During the early stages of the Covid-19 pandemic, we assembled a broad, cross-functional team to lead and coordinate the Company’s overall response, including to support employees during an extended period of working from home and consider how our policies and practices around remote and distributed work should evolve. Among other things, we expanded remote work, established specialized employee engagement and feedback initiatives, broadened benefit offerings and took early action in implementing protocols to protect the health and safety of our employees, many of whom were reporting on the frontlines of the pandemic. In addition, we introduced dependent care relief, an office supply reimbursement and ergonomic resources, mental health and wellness support, and a one-off bonus to all employees other than senior-most leaders to recognize their outstanding efforts and support them with any additional financial needs stemming from the pandemic.
Workforce Demographics
We had approximately 4,700 full-time equivalent employees as of December 27, 2020, which includes approximately 1,700 in our newsroom.
Approximately 40% of our full-time equivalent employees were represented by unions as of December 27, 2020, including certain employees at Wirecutter who formed a union in 2019. The following is a list of collective bargaining agreements covering various categories of the Company’s employees and their corresponding expiration dates. As indicated below, five collective bargaining agreements, under which approximately 30% of our full-time equivalent employees are covered, will expire within one year and negotiations for new contracts are either ongoing or expected to begin in the near future. We cannot predict the timing or the outcome of these negotiations.
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| Employee Category | Expiration Date | ||||
| NewsGuild of New York | March 30, 2021 | ||||
| Paperhandlers | March 30, 2021 | ||||
| Pressmen | March 30, 2021 | ||||
| Stereotypers | March 30, 2021 | ||||
| Voice Actors | October 31, 2021 | ||||
| Machinists | March 30, 2022 | ||||
| Mailers | March 30, 2023 | ||||
| Drivers | March 30, 2025 | ||||
| Typographers | March 30, 2025 | ||||
In addition, we are in the process of negotiating an initial collective bargaining agreement with certain employees of Wirecutter.
AVAILABLE INFORMATION
We maintain a corporate website at http://www.nytco.com, and we encourage investors and other interested persons to use it as a way of easily finding information about us. Our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and all amendments to those reports, and the Proxy Statement for our Annual Meeting of Stockholders are made available, free of charge, on this website as soon as reasonably practicable after such reports have been filed with or furnished to the SEC. In addition, we may periodically make announcements or disclose important information for investors on this website, including press releases or news regarding our financial performance and other items that may be material or of interest to our investors. Therefore, we encourage investors, the media, and others interested in our Company to review the information we post on this website. The information contained on our corporate website is not incorporated by reference into this filing.
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ITEM 1A. RISK FACTORS | ||
You should carefully consider the risk factors described below, as well as the other information included in this Annual Report on Form 10-K. Our business, financial condition, results of operations or the price of our publicly traded securities could be materially adversely affected by any or all of these risks, or by other risks or uncertainties not presently known or currently deemed immaterial, that may adversely affect us in the future.
Risks Related to Our Business and Industry
The impact of the Covid-19 pandemic continues to create considerable uncertainty for our business.
The global Covid-19 pandemic and efforts to contain it have continued to cause significant volatility, uncertainty and economic disruption. As with many companies, the pandemic has disrupted our business and could continue to do so for the foreseeable future.
We derive substantial revenues from the sale of advertising (approximately 22% of our total revenues in 2020). Advertising spending is sensitive to overall economic conditions, and our advertising revenues are adversely affected if advertisers respond to weak and uneven economic conditions by reducing their budgets or shifting spending patterns or priorities, or if they are forced to consolidate or cease operations. The worldwide economic conditions caused by the Covid-19 pandemic have materially adversely affected our advertising revenues. We expect our advertising revenues will likely continue to be adversely affected if and while these conditions persist, and some of our advertising revenues may not return to pre-pandemic levels once economic conditions improve. Likewise, the pandemic and attempts to contain it have resulted in the postponement and cancellation of live events, which has adversely affected our revenues from live events and related services, and will continue to adversely affect these revenues to the extent these conditions persist.
We derive the majority of our revenues from the sale of subscriptions (approximately 67% of our total revenues in 2020). Although we experienced significant growth in the number of subscriptions to our digital news and other products in 2020, we believe this growth rate was driven in part by an increase in traffic given the news environment, and we do not expect the 2020 growth rate to be sustainable or indicative of results for future periods. In addition, the recent growth may reflect in part changes in how our users spend their time during the pandemic and/or the shifting forward of growth that we would have otherwise seen in subsequent periods. Accordingly, the rate of growth in our digital subscriptions may moderate due to slower acquisition and/or higher cancellations. Furthermore, to the extent that current or future economic conditions lead consumers to reduce spending on discretionary activities, subscribers may increasingly shift to lower-priced subscription options or may forgo subscriptions altogether. In light of these factors, our ability to obtain new subscribers or to retain subscribers at their current or higher pricing levels could be hindered, reducing our subscription revenue. In addition, revenues from the single-copy and bulk sales of our print newspaper (which include our international edition and collectively represented approximately 6% of our total subscription revenues in 2020) have been, and we expect will continue to be, adversely affected as a result of widespread business closures, continued increased levels of remote working and reductions in travel.
In response to public health recommendations, government mandates and other concerns, we have altered certain aspects of our operations, including having the vast majority of our workforce work remotely. An extended period of remote work arrangements could introduce operational risk (including cybersecurity risk), result in a decline in productivity or otherwise negatively affect our ability to manage the business. In addition, if a significant portion of our workforce is unable to work, including because of illness, travel or government restrictions in connection with Covid-19 or shortages of necessary personal protective equipment, our operations may be negatively impacted. We will continue to actively monitor the issues raised by the Covid-19 pandemic and may take further actions that alter our business operations as may be required or that we determine are appropriate. We have incurred and expect to continue to incur costs in connection with the pandemic, including costs relating to our workforce, such as enhanced employee benefits. These costs have not been significant to date, but we may incur significant additional costs as circumstances evolve, including in connection with potential operational changes. It is not clear what the potential effects any such alterations or modifications may have on our business, including the effects on our financial results.
The Times newspaper is printed at our production and distribution facility in College Point, N.Y., as well as under contract at remote print sites. If a significant percentage of our College Point employees were unable to work as
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a result of the pandemic, our ability to print and distribute the newspaper and other commercial print products in the New York area could be negatively affected. To the extent our newsprint suppliers or print and distribution partners are further affected by renewed government “stay-at-home” mandates or recommendations, financial pressures, labor shortages or other circumstances relating to Covid-19 that lead to reduced operations or consolidations or closures of print sites and/or distribution routes, this could lead to an increase in costs to print and distribute our newspapers and/or a decrease in revenues if printing and distribution are disrupted. As a result of the pandemic’s effects, some of our print and distribution partners have taken steps to reduce the frequency with which newspapers are printed and distributed, which may not be reversed even once economic conditions improve, and additional partners may take similar steps. It is possible that the frequency with which newspapers are printed and distributed by our partners may affect the frequency with which we are able to print and distribute our newspaper, and significant disruptions to operations at our College Point production and distribution facility or at our newsprint suppliers or print and distribution partners could adversely affect our operating results.
It is also possible that the Covid-19 pandemic may accelerate or worsen the other risks discussed below. The extent to which the pandemic impacts us will depend on numerous evolving factors and future developments that we are not able to predict, including the scope and duration of the pandemic (including the extent of any resurgences thereof and the availability of effective treatments or vaccines); the impact of the pandemic on economic conditions and the companies with which we do business; governmental, business and other actions; travel restrictions and social distancing measures, among many other factors.
We face significant competition in all aspects of our business.
We operate in a highly competitive environment. We compete for subscription and advertising revenue with both traditional and other content providers, as well as news aggregators, search engines and social media platforms. Competition among these companies is robust, and new competitors can quickly emerge.
Our ability to compete effectively depends on many factors both within and beyond our control, including among others:
•our ability to continue delivering a breadth of high-quality journalism and content that is interesting and relevant to our audience;
•our reputation and brand strength relative to those of our competitors;
•the popularity, usefulness, ease of use, performance, reliability and value of our digital products, compared with those of our competitors;
•the sustained engagement of our audience directly with our products;
•our ability to reach new users in the United States and abroad;
•our ability to develop, maintain and monetize our products;
•the pricing of our products and our content access model;
•our marketing and selling efforts, including our ability to differentiate our products and services from those of our competitors;
•our visibility on search engines and social media platforms and in mobile app stores, compared with that of our competitors;
•our ability to attract, retain, and motivate talented employees, including journalists, engineers, data scientists and product managers;
•our ability to provide advertisers with a compelling return on their investments; and
•our ability to manage and grow our business in a cost-effective manner.
Some of our current and potential competitors may have greater resources than we do, which may allow them to compete more effectively than us. In addition, several of the companies that have competing digital news destination and subscription products, such as Apple and Google, also control some of the primary environments in which we develop relationships with new users and market and sell subscriptions to our products, and therefore can affect our ability to compete effectively. Some of these companies encourage their large audiences to consume our content within their products, impacting our ability to attract, engage and monetize users directly.
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Our success depends on our ability to improve and scale our technical infrastructure and respond and adapt to changes in technology and consumer behavior.
Our ability to attract and retain our users is dependent upon the reliable performance and increasing capabilities of our products and our underlying technical infrastructure. As we invest in our array of products and our digital business grows in size, scope and complexity, we must continue to invest in maintaining, integrating, improving and scaling our technical infrastructure. Our failure to do so, or any significant disruption in our service, could damage our reputation, result in a potential loss or ineffective monetization of users, and adversely affect our financial results.
These efforts are further complicated by the continuing rapid evolution of technology in the media industry and changes in the preferences and expectations of consumers as they seek more control over how they consume content. Changes in technology and consumer behavior pose a number of challenges that could adversely affect our revenues and competitive position. For example, among others:
•we may be unable to maintain or update our technology infrastructure quickly enough and in a way that meets market and consumer demands;
•we may be unable to develop digital products consumers find engaging and that achieve a high level of market acceptance;
•we may introduce new products or services, or make changes to existing products and services, that are not received favorably by consumers;
•there may be changes in user sentiment about the quality or usefulness of our existing products or concerns related to privacy, security or other factors;
•we may fail to successfully manage changes implemented by social media platforms, search engines, news aggregators, mobile app stores and device manufacturers, including those that encourage user engagement with our content in their environments rather than directing users to our products, and those affecting how our content and applications are discovered, prioritized, displayed and monetized;
•consumers may increasingly use technology (such as incognito browsing) that decreases our ability to enforce limits on the free access we provide to our content and/or obtain useful information with respect to the behavior of users who engage with our products; and
•the consumption of our content on delivery platforms of third parties may lead to limitations on monetization of our products, the loss of control over distribution of our content and of a direct relationship with our audience, and lower engagement and subscription rates.
We continue to invest significant resources to mitigate these potential risks and to build, maintain and evolve our products and technology infrastructure. These investments may adversely impact our operating results in the near term and there can be no assurance as to our ability to use new and existing technologies to distinguish our products and services from those of our competitors, develop in a timely manner compelling new products and services that engage users, or sufficiently improve and scale our technical infrastructure and prevent disruptions in our service. If we are not successful in adapting our technical infrastructure and responding to changes in technology and consumer behavior, our business, financial condition and prospects may be adversely affected.
A failure to continue to retain and grow our subscriber base could adversely affect our results of operations and business.
Revenue from subscriptions to our digital and print products makes up a majority of our total revenue. Subscriptions to our digital products generate substantial revenue for us, and our future growth and profitability depend upon our ability to retain and grow our digital subscriber base and audience in the U.S. and abroad while maintaining attractive unit economics. To do so will require us to continue to evolve our subscription model, address changing consumer demands and developments in technology, and improve our digital products while continuing to deliver high-quality journalism and content that our readers around the world find interesting, relevant and reliable. We have invested and will continue to invest significant resources in these efforts, but there is no assurance that we will be able to successfully maintain and increase our digital subscriber base or that we will be able to do so without taking steps such as maintaining or reducing pricing or incurring subscription acquisition costs that would affect our subscription revenues, margin and/or profitability.
P. 10 – THE NEW YORK TIMES COMPANY
We must continually add new subscriptions both to replace canceled subscriptions and to grow our business. The rate at which we add new subscribers depends on many factors, including significant news events, promotional pricing and/or our marketing expenditures and effectiveness (which may be affected by industry changes such as the phase-out of browser support for third party cookies and of mobile operating systems for advertising identifiers), and may not be sustainable. Subscribers cancel their subscriptions for many reasons, including the end of promotional pricing or in response to increases or other adjustments we may implement from time to time in our subscription pricing. If we do not grow subscriptions on a net basis as expected, our margins, liquidity and results of operation may be adversely impacted.
Expanding our audience and subscription base outside of the United States is part of our strategy and the growth of our business could be harmed if our expansion efforts do not succeed. Although we have a significant number of users outside of the United States, we are a U.S.-based company with limited experience in marketing our digital products in certain international regions and could be at a disadvantage compared with local and multinational competitors. Our continued expansion will depend on our ability to adapt, on a cost-effective basis, our content, products, pricing and marketing for global audiences, including differences in content preferences; product-feature preferences; culture; language; and market dynamics such as user behavior, spending capability and payment processing systems. Our success will also depend on our ability to successfully manage changes implemented by search engines that affect the visibility of our content. In addition, non-U.S. users are not as familiar with our brand and may not perceive us as relevant or trustworthy.
Our ability to retain and grow our digital subscriber base also depends on the sustained engagement of users directly with our products, including the frequency, breadth and depth of their use. If users become less engaged with our products, or consume our content outside our products, they may be less likely to purchase subscriptions or renew their existing subscriptions, which would adversely affect our subscription revenues. In addition, we have implemented and may continue to implement changes in the free access we provide to our content and/or the pricing of our subscriptions that could have an adverse impact on our ability to attract and retain our audience and subscription base.
Print subscriptions continue to decline as the media industry has transitioned from being primarily print-focused to digital. If we are unable to offset continued revenue declines resulting from falling print subscriptions with revenue from home-delivery price increases, our print subscription revenue will be adversely affected. In addition, if we are unable to offset and ultimately replace continued print subscription revenue declines with other sources of revenue, our operating results will be adversely affected.
Subscription revenue may be sensitive to discretionary spending and economic conditions in the markets we serve. To the extent economic conditions lead consumers to reduce spending on discretionary activities, our ability to retain current and obtain new subscribers or implement price increases could be hindered, thereby reducing our subscription revenue.
Our advertising revenues are affected by numerous factors, including economic conditions, market dynamics, audience fragmentation, evolving digital advertising trends and the evolution of our strategy.
We derive substantial revenues from the sale of advertising in our products. Advertising spending is sensitive to overall economic conditions, and our advertising revenues could be adversely affected if advertisers respond to weak and uneven economic conditions by reducing their budgets or shifting spending patterns or priorities, or if they are forced to consolidate or cease operations. The worldwide economic conditions caused by the Covid-19 pandemic have materially adversely affected our advertising revenues. We expect our advertising revenues will likely continue to be adversely affected if and while these conditions persist, and some of our advertising revenues may not return to pre-pandemic levels once economic conditions improve.
In determining whether to buy advertising, our advertisers consider the demand for our products, demographics of our reader base, advertising rates, results observed by advertisers, breadth and perceived effectiveness of advertising offerings and alternative advertising options.
Although print advertising revenue continues to represent a significant portion of our total advertising revenue (approximately 42% of our total advertising revenues in 2020), the overall proportion continues to decline. This trend was further accelerated as some of our traditional print advertisers, such as entertainment, luxury and retail, have been under particular pressure as a result of the effects of the Covid-19 pandemic and efforts to contain it, and a further decline in the economic prospects of these and other advertisers could alter current or prospective advertisers’
THE NEW YORK TIMES COMPANY – P. 11
spending priorities or result in consolidation or closures across various industries, which may reduce the Company’s overall advertising revenue. In addition, the increased popularity of digital media among consumers has driven a corresponding shift in demand from print advertising to digital advertising. However, our digital advertising revenue has not replaced, and may not replace in full, print advertising revenue lost as a result of the shift.
Large digital platforms, such as Facebook, Google and Amazon, which have greater audience reach, audience data and targeting capabilities than we do, command a large share of the digital display advertising market, and we anticipate that this will continue. The remaining market is subject to significant competition among publishers and other content providers, and audience fragmentation. These dynamics have affected, and will likely continue to affect, our ability to attract and retain advertisers and to maintain or increase our advertising rates.
The digital advertising market itself continues to undergo change. Digital advertising networks and exchanges with real-time bidding and other programmatic buying channels that allow advertisers to buy audiences at scale play a significant role in the advertising marketplace and have caused and may continue to cause further downward pricing pressure and the loss of a direct relationship with marketers. Growing consumer reliance on mobile devices creates additional pressure, as mobile display advertising does not command the same rates as desktop advertising. Our digital advertising operations rely on a small number of significant technologies (particularly Google’s ad manager) which, if interrupted or meaningfully changed, or if the providers leverage their power to alter the economic structure, could have an adverse impact on our advertising revenues, operating costs and/or operating results.
Evolving standards for the delivery of digital advertising, as well as the development and implementation of technology, regulations, policies and practices that adversely affect our ability to deliver, target or measure the effectiveness of advertising (such as blocking the display of advertising and/or cookies and the phase-out of browser support for third party cookies and of mobile operating systems for advertising identifiers), may also adversely affect our advertising revenues if we are unable to develop effective solutions to mitigate their impact.
As the digital advertising market continues to evolve, our ability to compete successfully for advertising budgets will depend on, among other things, our ability to engage and grow digital audiences, collect and leverage data, and demonstrate the value of our advertising and the effectiveness of our products to advertisers.
We have continued to take steps intended to improve our users’ experiences and retain and grow our subscriber base. For example, in order to improve users’ experiences, we ceased presenting open-market programmatic advertising in our iOS and Android mobile applications. While these changes may result in long-term benefits for our advertising revenue, they have reduced and may further reduce the inventory for some of our digital advertising products and may otherwise impact advertising revenues.
Our brand and reputation are key assets of the Company, and negative perceptions or publicity could adversely affect our business, financial condition and results of operations.
We believe The New York Times brand is a powerful and trusted brand with an excellent reputation for high-quality independent journalism and content, and this brand is a key element of our business. Our brand might be damaged by incidents that erode consumer trust (such as negative publicity), a perception that our journalism is unreliable or a decline in the perceived value of independent journalism or general trust in the media, which may be in part as a result of changing political and cultural environments in the U.S. and abroad or active campaigns by domestic and international political and commercial actors. We may introduce new products or services that users do not like and that may negatively affect our brand. We also may fail to provide adequate customer service, which could erode confidence in our brand. Our reputation could also be damaged by failures of third-party vendors we rely on in many contexts. We are investing in defining and enhancing our brand. These investments are considerable and may not be successful. To the extent our brand and reputation are damaged, our ability to attract and retain readers, subscribers, advertisers and/or employees could be adversely affected, which could in turn have an adverse impact on our business, revenues and operating results.
P. 12 – THE NEW YORK TIMES COMPANY
The international scope of our business exposes us to economic, geopolitical and other risks inherent in foreign operations.
We have news bureaus and other offices around the world, and our digital and print products are generally available globally. We are focused on further expanding the international scope of our business and face the inherent risks associated with doing business abroad, including:
•government policies and regulations that restrict our products and operations, including censorship or other restrictions on access to our content and products; the expulsion of journalists or other employees; or other restrictive or retaliatory actions or behavior;
•effectively managing and staffing foreign operations, including complying with local laws and regulations in each different jurisdiction;
•providing for the safety and security of our journalists and other employees;
•potential economic, legal, political or social uncertainty and volatility in local or global market conditions or catastrophic events (e.g., a natural disaster, an act of terrorism, a pandemic (such as the Covid-19 pandemic), epidemic or outbreak of a disease or severe weather) that could adversely affect the companies with which we do business; cause changes in discretionary spending; restrict our journalists’ travel; or otherwise adversely impact our operations and business;
•navigating local customs and practices;
•protecting and enforcing our intellectual property and other rights under varying legal regimes;
•complying with international laws and regulations, including those governing intellectual property, libel and defamation, labor and employment, tax, consumer privacy and the collection, use, retention, sharing and security of consumer and staff data;
•restrictions on the ability of U.S. companies to do business in foreign countries, including restrictions on foreign ownership, foreign investment or repatriation of funds;
•higher-than-anticipated costs of entry; and
•currency exchange rate fluctuations.
Adverse developments in any of these areas could have an adverse impact on our business, financial condition and results of operations. For example, we may incur increased costs necessary to comply with existing and newly adopted laws and regulations or penalties for any failure to comply.
If we are unable to attract and maintain a highly skilled and diverse workforce, it could have a negative impact on our competitive position, reputation, business, financial condition or results of operations.
Our ability to attract, develop and maximize the contributions of world-class talent, and to create the conditions for our people to do their best work, is vital to the continued success of our mission and business and central to our long-term strategy. Qualified individuals are in high demand, particularly journalists, engineers, data scientists and product managers in New York City, and our employees and individuals we seek to hire are highly sought after by our competitors and other companies. Our continued ability to attract and retain highly skilled journalists and other personnel for all areas of our organization depends on many factors, including maintaining our reputation, as well as a diverse and inclusive work environment. In addition, we must continue to offer competitive compensation and benefits, and this could result in increased costs to attract, develop and retain them. We must also continue to adapt to ever-changing workplace and workforce dynamics, including in connection with increased levels of remote working as a result of the Covid-19 pandemic and other changes in the business and cultural landscape. Failing to adapt effectively to these changes and employee expectations could impact our ability to compete effectively (including for talent) or have an adverse impact on our corporate culture or operations. If we are unable to attract and maintain a highly skilled and diverse workforce, it would negatively impact our competitive position and reputation, and could adversely affect our business, financial condition or results of operations.
THE NEW YORK TIMES COMPANY – P. 13
Adverse results from litigation or governmental investigations can impact our business practices and operating results.
From time to time, we are party to litigation, including matters relating to alleged libel or defamation and employment-related matters, as well as regulatory, environmental and other proceedings with governmental authorities and administrative agencies. See Note 18 of the Notes to the Consolidated Financial Statements regarding certain matters. Adverse outcomes in lawsuits or investigations could result in significant monetary damages or injunctive relief that could adversely affect our results of operations or financial condition as well as our ability to conduct our business as it is presently being conducted. In addition, regardless of merit or outcome, such proceedings can have an adverse impact on the Company as a result of legal costs, diversion of management and other personnel, and other factors.
Risks Related to Investments, Acquisitions and Divestitures
Investments we make in new and existing products and services expose us to risks and challenges that could adversely affect our operations and profitability.
We have invested and expect to continue to invest significant resources to enhance and expand our existing products and services and to develop new products and services. These investments have included, among others: enhancements to our core news product and our other products (including our Games, Cooking, Wirecutter and audio products); investments in our podcasts, film and television initiatives and children’s product initiative; as well as investments in our commercial printing and other ancillary operations. These efforts present numerous risks and challenges, including the potential need for us to appeal to new audiences; develop additional expertise in certain areas; technological and operational challenges; the need to effectively allocate capital resources; new and/or increased costs (including marketing costs and costs to recruit, integrate and retain skilled employees); risks associated with strategic relationships such as content licensing; new competitors (some of which may have more resources and experience in certain areas); and additional legal and regulatory risks from expansion into new areas. As a result of these and other risks and challenges, growth into new areas may divert internal resources and the attention of our management and other personnel, including journalists and product and technology specialists.
Although we believe we have a strong and well-established reputation as a global media company, our ability to market our products effectively, and to gain and maintain an audience, particularly for some of our new digital products, is not certain, and if they are not favorably received, our brand may be adversely affected. Even if our new products and services, or enhancements to existing products and services, are favorably received, they may not advance our business strategy as expected, may result in unanticipated costs or liabilities and may fall short of expected return on investment targets or fail to generate sufficient revenue to justify our investments, which could adversely affect our business, results of operations and financial condition.
Acquisitions, divestitures, investments and other transactions could adversely affect our costs, revenues, profitability and financial position.
In order to position our business to take advantage of growth opportunities, we engage in discussions, evaluate opportunities and enter into agreements for possible acquisitions, divestitures, investments and other transactions. We may also consider the acquisition of, or investment in, specific properties, businesses or technologies that fall outside our traditional lines of business and diversify our portfolio, including those that may operate in new and developing industries, if we deem such properties sufficiently attractive.
Acquisitions may involve significant risks and uncertainties, including:
•difficulties in integrating acquired businesses (including cultural challenges associated with integrating employees from the acquired company into our organization);
•diversion of management attention from other business concerns or resources;
•use of resources that are needed in other parts of our business;
•possible dilution of our brand or harm to our reputation;
•the potential loss of key employees;
•risks associated with new strategic relationships;
P. 14 – THE NEW YORK TIMES COMPANY
•risks associated with integrating financial reporting, internal control and information technology systems; and
•other unanticipated problems and liabilities.
Competition for certain types of acquisitions is significant. Even if successfully negotiated, closed and integrated, certain acquisitions or investments may prove not to advance our business strategy, may cause us to incur unanticipated costs or liabilities and may fall short of expected return on investment targets, which could adversely affect our business, results of operations and financial condition.
In addition, we have divested and may in the future divest certain assets or businesses that no longer fit with our strategic direction or growth targets. Divestitures involve significant risks and uncertainties that could adversely affect our business, results of operations and financial condition. These include, among others, the inability to find potential buyers on favorable terms, disruption to our business and/or diversion of management attention from other business concerns, loss of key employees and possible retention of certain liabilities related to the divested business.
Finally, we have made investments in companies, and we may make similar investments in the future. Investments in these businesses subject us to the operating and financial risks of these businesses and to the risk that we do not have sole control over the operations of these businesses. Our investments are generally illiquid and the absence of a market may inhibit our ability to dispose of them. In addition, if the book value of an investment were to exceed its fair value, we would be required to recognize an impairment charge related to the investment.
Risks Related to Our Operating Costs
The fixed cost nature of significant portions of our expenses may limit our operating flexibility and could adversely affect our results of operations.
Significant portions of our expenses, including employee-related costs, are fixed costs that neither increase nor decrease proportionately with revenues. In addition, our ability to make short-term adjustments to manage our costs or to make changes to our business strategy may be limited by certain of our collective bargaining agreements. If we were unable to implement cost-control efforts or reduce our fixed costs sufficiently in response to a decline in our revenues, our results of operations will be adversely affected.
The size and volatility of our pension plan obligations may adversely affect our operations, financial condition and liquidity.
We sponsor a frozen single-employer defined benefit pension plan. Although we have frozen participation and benefits under our single-employer plan and have taken other steps to reduce the size and volatility of our pension plan obligations, our results of operations will be affected by the amount of income or expense we record for, and the contributions we are required to make to, this plan.
In addition, the Company and the NewsGuild of New York jointly sponsor a defined benefit plan that continues to accrue active benefits for employees represented by the NewsGuild.
We are required to make contributions to our plans to comply with minimum funding requirements imposed by laws governing those plans. As of December 27, 2020, our qualified defined benefit pension plans had plan assets that were approximately $36 million above the present value of future benefits obligations. Our obligation to make additional contributions to our plans, and the timing of any such contributions, depends on a number of factors, many of which are beyond our control. These include: legislative changes; assumptions about mortality; and economic conditions, including a low interest rate environment or sustained volatility and disruption in the stock and bond markets, which impact discount rates and returns on plan assets.
As a result of required contributions to our qualified pension plans, we may have less cash available for working capital and other corporate uses, which may have an adverse impact on our results of operations, financial condition and liquidity.
In addition, the Company sponsors several non-qualified pension plans, with unfunded obligations totaling $260 million. Although we have frozen participation and benefits under all but one of these plans, and have taken other steps to reduce the size and volatility of our obligations under these plans, a number of factors, including
THE NEW YORK TIMES COMPANY – P. 15
changes in discount rates or mortality tables, may have an adverse impact on our results of operations and financial condition.
Our participation in multiemployer pension plans may subject us to liabilities that could materially adversely affect our results of operations, financial condition and cash flows.
We participate in, and make periodic contributions to, various multiemployer pension plans that cover many of our current and former production and delivery employees and a small number of voice actors who work on Audm, our read-aloud audio service. Our required contributions to certain plans have increased as our commercial printing operations have expanded. Our required contributions to these plans could increase because of a shrinking contribution base as a result of the insolvency or withdrawal of other companies that currently contribute to these plans, the inability or failure of withdrawing companies to pay their withdrawal liability, low interest rates, lower than expected returns on pension fund assets, other funding deficiencies, or potential legislative action. Our withdrawal liability for any multiemployer pension plan will depend on the nature and timing of any triggering event and the extent of that plan’s funding of vested benefits.
If a multiemployer pension plan in which we participate has significant underfunded liabilities, such underfunding will increase the size of our potential withdrawal liability. In addition, under federal pension law, special funding rules apply to multiemployer pension plans that are classified as “endangered,” “critical” or “critical and declining.” If plans in which we participate are in critical status, benefit reductions may apply and/or we could be required to make additional contributions.
We have recorded significant withdrawal liabilities with respect to multiemployer pension plans in which we formerly participated (primarily in connection with the sales of the New England Media Group in 2013 and the Regional Media Group in 2012) and may record additional liabilities in the future. In addition, due to declines in our contributions, we have recorded withdrawal liabilities for actual and estimated partial withdrawals from several plans in which we continue to participate. Until demand letters from some of the multiemployer pension funds are received, the exact amount of the withdrawal liability will not be fully known and, as such, a difference from the recorded estimate could have an adverse effect on our results of operations, financial condition and cash flows. Several of the multiemployer plans in which we participate are specific to the newspaper industry, which continues to undergo significant pressure. A withdrawal by a significant percentage of participating employers may result in a mass withdrawal declaration by the trustees of one or more of these plans, which would require us to record additional withdrawal liabilities.
If, in the future, we elect to withdraw from these plans or if we trigger a partial withdrawal due to declines in contribution base units or a partial cessation of our obligation to contribute, additional liabilities would need to be recorded that could have an adverse effect on our business, results of operations, financial condition or cash flows. Legislative changes could also affect our funding obligations or the amount of withdrawal liability we incur if a withdrawal were to occur.
A significant number of our employees are unionized, and our business and results of operations could be adversely affected if labor agreements were to further restrict our ability to maximize the efficiency of our operations.
Approximately 40% of our full-time equivalent employees were represented by unions as of December 27, 2020. As a result, we are required to negotiate the wages, benefits and other terms and conditions of employment with many of our employees collectively. Our results could be adversely affected if future labor negotiations or contracts were to further restrict our ability to maximize the efficiency of our operations, or if a larger percentage of our workforce were to be unionized. If we are unable to negotiate labor contracts on reasonable terms, or if we were to experience labor unrest or other business interruptions in connection with labor negotiations or otherwise, our ability to produce and deliver our products could be impaired. In addition, our ability to make adjustments to control compensation and benefits costs, change our strategy or otherwise adapt to changing business needs may be limited by the terms and duration of our collective bargaining agreements.
P. 16 – THE NEW YORK TIMES COMPANY
A significant increase in the price of newsprint, or significant disruptions in our newsprint supply chain or newspaper printing and distribution channels, would have an adverse effect on our operating results.
The cost of raw materials, of which newsprint is the major component, represented approximately 3% of our total operating costs in 2020. The price of newsprint has historically been volatile and could increase as a result of various factors, including:
•a reduction in the number of newsprint suppliers due to restructurings, bankruptcies, consolidations and conversions to other grades of paper;
•increases in supplier operating expenses due to rising raw material or energy costs or other factors;
•currency volatility;
•tariffs on certain paper imports from Canada into the United States; and
•an inability to maintain existing relationships with our newsprint suppliers.
We also rely on suppliers for deliveries of newsprint, and the availability of our newsprint supply may be affected by various factors, including labor unrest, transportation issues and other disruptions that may affect deliveries of newsprint.
Outside the New York area, The Times is printed and distributed under contracts with print and distribution partners across the United States and internationally. To the extent that financial pressures, newspaper industry economics or other circumstances affect our print and distribution partners and/or lead to reduced operations or consolidations or closures of print sites and/or distribution routes, this could increase the cost of printing and distributing our newspapers and/or decrease our revenues if printing and distribution are disrupted. As a result of the pandemic’s effects, some of our print and distribution partners have taken steps to reduce the frequency with which newspapers are printed and distributed, which may not be reversed even once economic conditions improve, and additional partners may take similar steps. It is possible that the frequency with which newspapers are printed and distributed by our partners may affect the frequency with which we are able to print and distribute our newspaper.
If newsprint prices increase significantly or we experience significant disruptions in our newsprint supply chain or newspaper printing and distribution channels, our operating results may be adversely affected.
Risks Related to Information Systems and Other Technology
Security breaches and other network and information systems disruptions could affect our ability to conduct our business effectively and damage our reputation.
Our systems store and process confidential subscriber, employee and other sensitive personal and Company data, and therefore maintaining our network security is of critical importance. In addition, we rely on the technology and systems provided by third-party vendors (including cloud-based service providers) for a variety of operations, including encryption and authentication technology, employee email, domain name registration, content delivery to customers, administrative functions (including payroll processing and certain finance and accounting functions) and other operations.
We regularly face attempts by malicious actors to breach our security and compromise our information technology systems. These attackers may use a blend of technology and social engineering techniques (including denial of service attacks, phishing attempts intended to induce our employees and users to disclose information or unwittingly provide access to systems or data, and other techniques), to disrupt service or exfiltrate data. Information security threats are constantly evolving, increasing the difficulty of detecting and successfully defending against them. The risk from activities of this nature may also increase during times of instability, including during the Covid-19 pandemic as online activity increases and operational changes such as remote working are in effect for the vast majority of our workforce. To date, no incidents have had, either individually or in the aggregate, a material adverse effect on our business, financial condition or results of operations.
In addition, our systems, and those of third parties upon which our business relies, may be vulnerable to interruption or damage that can result from the effects of natural disasters or climate change (such as increased storm
THE NEW YORK TIMES COMPANY – P. 17
severity and flooding); fires; power, systems or internet outages; acts of terrorism; pandemics (such as Covid-19); or other similar events.
We have implemented controls and taken other preventative measures designed to strengthen our systems against such incidents and attacks, including measures designed to reduce the impact of a security breach at our third-party vendors. Efforts to prevent hackers from disrupting our service or otherwise accessing our systems are expensive to develop, implement and maintain. These efforts require ongoing monitoring and updating as technologies change and efforts to overcome security measures become more sophisticated, and may limit the functionality of or otherwise negatively impact our products, services and systems. Although the costs of the controls and other measures we have taken to date have not had a material effect on our financial condition, results of operations or liquidity, there can be no assurance as to the costs of additional controls and measures that we may conclude are necessary in the future.
There can also be no assurance that the actions, measures and controls we have implemented will be effective against future attacks or be sufficient to prevent a future security breach or other disruption to our network or information systems, or those of our third-party providers, and our disaster recovery planning cannot account for all eventualities. Such an event could result in a disruption of our services, improper disclosure of personal data or confidential information, or theft or misuse of our intellectual property, all of which could harm our reputation, require us to expend resources to remedy such a security breach or defend against further attacks, divert management’s attention and resources or subject us to liability under laws that protect personal data, or otherwise adversely affect our business. While we maintain cyber risk insurance, the costs relating to any data breach could be substantial, and our insurance may not be sufficient to cover all losses related to any future breaches of our systems.
Failure to comply with laws and regulations, including with respect to privacy, data protection and consumer marketing practices, could adversely affect our business.
Our business is subject to various laws and regulations of local and foreign jurisdictions, including laws and regulations with respect to privacy and the collection and use of personal data, as well as laws and regulations with respect to consumer marketing practices.
Various federal and state laws and regulations, as well as the laws of foreign jurisdictions, govern the processing (including the collection, use, retention and sharing) and security of the data we receive from and about individuals. Failure to protect confidential data, provide individuals with adequate notice of our privacy policies or obtain required valid consent, for example, could subject us to liabilities imposed by these jurisdictions. Existing privacy-related laws and regulations are evolving and subject to potentially differing interpretations, and various federal and state legislative and regulatory bodies, as well as foreign legislative and regulatory bodies, may expand current or enact new laws regarding privacy and data protection. For example, the General Data Protection Regulation adopted by the European Union imposes stringent data protection requirements and significant penalties for noncompliance; California’s Consumer Privacy Act and Consumer Privacy Rights Act, and associated regulations, create new data privacy rights; and the European Union’s forthcoming ePrivacy Regulation is expected to impose, with respect to electronic communications, stricter data protection and data processing requirements.
In addition, various federal and state laws and regulations, as well as the laws of foreign jurisdictions, govern the manner in which we market our subscription products, including with respect to subscriptions, billing and auto-renewal. These laws and regulations often differ across jurisdictions and continue to evolve. These laws, as well as any changes in these laws, could adversely affect our ability to attract and retain subscribers.
Existing and newly adopted laws and regulations (or new interpretations of existing laws and regulations) have imposed and may continue to impose obligations that may affect our business, require us to incur increased compliance costs and cause us to further adjust our advertising or marketing practices. Any failure, or perceived failure, by us or the third parties upon which we rely to comply with laws and regulations that govern our business operations, as well as any failure, or perceived failure, by us or the third parties upon which we rely to comply with our own posted policies, could result in claims against us by governmental entities or others, negative publicity and a loss of confidence in us by our users and advertisers. Each of these potential consequences could adversely affect our business and results of operations.
P. 18 – THE NEW YORK TIMES COMPANY
We are subject to payment processing risk.
We accept payments using a variety of different payment methods, including credit and debit cards and direct debit. We rely on internal systems as well as those of third parties to process payments. Acceptance and processing of these payment methods are subject to certain certifications, rules and regulations. To the extent there are disruptions in our or third-party payment processing systems, material changes in the payment ecosystem, failure to recertify and/or changes to rules or regulations concerning payment processing, we could experience increased costs, be subject to fines and/or civil liability, or lose our ability to accept credit and debit card payments, which could impact our ability to collect subscription and advertising revenues, harm our reputation and adversely impact our results of operations.
Defects, delays or interruptions in the cloud-based hosting services we utilize could adversely affect our reputation and operating results.
We currently utilize third-party subscription-based software services as well as public cloud infrastructure services to provide solutions for many of our computing and bandwidth needs. Any interruptions to these services generally, including as a result of the effects of the Covid-19 pandemic, could result in interruptions in service to our subscribers and advertisers and/or the Company’s critical business functions, notwithstanding any business continuity or disaster recovery plans or agreements that may currently be in place with some of these providers. This could result in unanticipated downtime and/or harm to our reputation and operating results.
Risks Related to Intellectual Property
Our business may suffer if we cannot protect our intellectual property.
Our business depends on our intellectual property, including our valuable brand, content, services and internally developed technology. We believe the protection and monetization of our proprietary trademarks and other intellectual property are critical to our continued success and our competitive position. Unauthorized parties have unlawfully misappropriated our brand, content, services, technology and other intellectual property or may attempt to do so, and the measures we have taken to protect our proprietary rights may not be sufficient to fully address or prevent all third-party infringement.
The Internet, combined with advancements in technology, has made unauthorized copying and wide dissemination of unlicensed content easier, including by anonymous foreign actors. At the same time, enforcement of our intellectual property rights has become more challenging. As our business and the presence and impact of bad actors become more global in scope, we may not be able to protect our proprietary rights in a cost-effective manner in other jurisdictions. In addition, intellectual property protection may not be available in every country in which our products and services are distributed or made available through the Internet.
If we are unable to protect and enforce our intellectual property rights, we may not succeed in realizing the full value of our assets, and our business, brand and profitability may suffer. In addition, if we must litigate in the United States or elsewhere to enforce our intellectual property rights, such litigation may be costly and time consuming.
We have been, and may be in the future, subject to claims of intellectual property infringement that could adversely affect our business.
We periodically receive claims from third parties alleging violations of their intellectual property rights. These third parties include rights holders seeking to enforce and/or monetize intellectual property they own or otherwise have rights to through asserting claims of infringement or misuse. Even if we believe that these claims of intellectual property infringement are without merit, defending against them can be time-consuming, expensive to litigate or settle and a diversion of management attention. As our Company grows and publishes more content on our own platforms and third-party platforms (like social media), the likelihood of receiving incoming claims of infringement also rises.
These third-party intellectual property infringement claims, if successful, may require us to enter into royalty or licensing agreements on unfavorable terms, use more costly alternative technology, alter certain of our operations or otherwise incur substantial monetary liability. The occurrence of any of these events as a result of these claims could result in substantially increased costs or otherwise adversely affect our business.
THE NEW YORK TIMES COMPANY – P. 19
Risks Related to the Terms of Our Debt and Common Stock
The terms of our credit facility impose restrictions on our operations that could limit our ability to undertake certain actions.
In September 2019, we entered into a $250.0 million five-year unsecured credit facility (the “Credit Facility”). Certain of our domestic subsidiaries have guaranteed our obligations under the Credit Facility. As of December 27, 2020, there were no outstanding borrowings under the Credit Facility. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations - Liquidity and Capital Resources” for a description of the Credit Facility.
The Credit Facility contains various customary affirmative and negative covenants, including certain financial covenants and various incurrence-based negative covenants imposing potentially significant restrictions on our operations. These covenants restrict, subject to various exceptions, our ability to, among other things:
•incur debt (directly or by third-party guarantees);
•grant liens;
•pay dividends;
•make investments;
•make acquisitions or dispositions; and
•prepay debt.
Any of these restrictions and limitations could make it more difficult for us to execute our business strategy.
We may not have access to the capital markets on terms that are acceptable to us or may otherwise be limited in our financing options.
From time to time the Company may need or desire to access the long-term and short-term capital markets to obtain financing. The Company’s access to, and the availability of, financing on acceptable terms and conditions in the future will be impacted by many factors, including, but not limited to: (1) the Company’s financial performance; (2) the Company’s credit ratings or absence of a credit rating; (3) liquidity of the overall capital markets; and (4) the state of the economy. There can be no assurance that the Company will continue to have access to the capital markets on terms acceptable to it.
In addition, macroeconomic conditions, such as volatility or disruption in the credit markets, could adversely affect our ability to obtain financing to support operations or to fund acquisitions or other capital-intensive initiatives.
Our Class B Common Stock is principally held by descendants of Adolph S. Ochs, through a family trust, and this control could create conflicts of interest or inhibit potential changes of control.
We have two classes of stock: Class A Common Stock and Class B Common Stock. Holders of Class A Common Stock are entitled to elect 30% of the Board of Directors and to vote, with holders of Class B Common Stock, on the reservation of shares for equity grants, certain material acquisitions and the ratification of the selection of our auditors. Holders of Class B Common Stock are entitled to elect the remainder of the Board of Directors and to vote on all other matters. Our Class B Common Stock is principally held by descendants of Adolph S. Ochs, who purchased The Times in 1896. A family trust holds approximately 95% of the Class B Common Stock. As a result, the trust has the ability to elect 70% of the Board of Directors and to direct the outcome of any matter that does not require a vote of the Class A Common Stock. Under the terms of the trust agreement, the trustees are directed to retain the Class B Common Stock held in trust and to vote such stock against any merger, sale of assets or other transaction pursuant to which control of The Times passes from the trustees, unless they determine that the primary objective of the trust can be achieved better by the implementation of such transaction. Because this concentrated control could discourage others from initiating any potential merger, takeover or other change of control transaction that may otherwise be beneficial to our businesses, the market price of our Class A Common Stock could be adversely affected.
P. 20 – THE NEW YORK TIMES COMPANY
ITEM 1B. UNRESOLVED STAFF COMMENTS | ||
None.
ITEM 2. PROPERTIES | ||
Our principal executive offices are located at 620 Eighth Avenue, New York, New York, in our headquarters building, which was completed in 2007 and consists of approximately 1.54 million gross square feet (the “Company Headquarters”). We own a leasehold condominium interest representing approximately 828,000 gross square feet in the building. In December 2019, we repurchased the portion of the condominium interest that we had sold and simultaneously leased back in 2009 (the “Condo Interest”) for $245.3 million and, as a result, we now own our interest in the building unencumbered. As of December 27, 2020, we had leased approximately 12.5 floors to third parties.
In addition, we have a printing and distribution facility with 570,000 gross square feet located in College Point, N.Y., on a 31-acre site. In 2019, we exercised our option to purchase the property, which was previously owned by the City of New York, for approximately $6.9 million.
ITEM 3. 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 4. MINE SAFETY DISCLOSURES | ||
Not applicable.
THE NEW YORK TIMES COMPANY – P. 21
EXECUTIVE OFFICERS OF THE REGISTRANT
| Name | Age | Employed By Registrant Since | Recent Position(s) Held as of February 25, 2021 | |||||||||||||||||
| A.G. Sulzberger | 40 | 2009 | Chairman (since January 2021) and Publisher of The Times (since 2018); Deputy Publisher (2016 to 2017); Associate Editor (2015 to 2016); Assistant Editor (2012 to 2015) | |||||||||||||||||
| Meredith Kopit Levien | 49 | 2013 | President and Chief Executive Officer (since September 2020); Executive Vice President and Chief Operating Officer (2017 to September 2020); Executive Vice President and Chief Revenue Officer (2015 to 2017); Executive Vice President, Advertising (2013 to 2015); Chief Revenue Officer, Forbes Media LLC (2011 to 2013) | |||||||||||||||||
| R. Anthony Benten | 57 | 1989 | Senior Vice President, Treasurer (since 2016) and Chief Accounting Officer (since 2019); Corporate Controller (2007 to 2019); Senior Vice President, Finance (2008 to 2016) | |||||||||||||||||
| Diane Brayton | 52 | 2004 | Executive Vice President, General Counsel (since 2017) and Secretary (since 2011); Interim Executive Vice President, Talent & Inclusion (August 2020 to January 2021); Deputy General Counsel (2016); Assistant Secretary (2009 to 2011) and Assistant General Counsel (2009 to 2016) | |||||||||||||||||
| Roland A. Caputo | 60 | 1986 | Executive Vice President and Chief Financial Officer (since 2018); Executive Vice President, Print Products and Services Group (2013 to 2018); Senior Vice President and Chief Financial Officer, The New York Times Media Group (2008 to 2013) | |||||||||||||||||
| Jacqueline Welch | 51 | 2021 | Executive Vice President and Chief Human Resources Officer (since January 2021); Senior Vice President, Chief Human Resources Officer and Chief Diversity Officer, Freddie Mac (2016 to 2020); independent consultant (2014 to 2016); Senior Vice President, Human Resources – International (2010 to 2013) and Senior Vice President, Talent Management and Diversity (2008 to 2010), Turner Broadcasting | |||||||||||||||||
P. 22 – THE NEW YORK TIMES COMPANY
| PART II | ||
ITEM 5. MARKET FOR THE REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES | ||
MARKET INFORMATION
The Class A Common Stock is listed on the New York Stock Exchange under the trading symbol “NYT.” The Class B Common Stock is unlisted and is not actively traded.
The number of security holders of record as of February 19, 2021, was as follows: Class A Common Stock: 4,968; Class B Common Stock: 25.
In February 2021, the Board of Directors approved a quarterly dividend of $0.07 per share. We currently expect to continue to pay comparable cash dividends in the future, although changes in our dividend program may be considered by our Board of Directors in light of our earnings, capital requirements, financial condition and other factors considered relevant. In addition, our Board of Directors will consider restrictions in any future indebtedness.
ISSUER PURCHASES OF EQUITY SECURITIES(1)
| Period | Total number of shares of Class A Common Stock purchased (a) | Average price paid per share of Class A Common Stock (b) | Total number of shares of Class A Common Stock purchased as part of publicly announced plans or programs (c) | Maximum number (or approximate dollar value) of shares of Class A Common Stock that may yet be purchased under the plans or programs (d) | ||||||||||||||||||||||
| Total for the fourth quarter of 2020 | — | $ | — | — | $ | 16,236,612 | ||||||||||||||||||||
(1)On January 13, 2015, the Board of Directors approved an authorization of $101.1 million to repurchase shares of the Company’s Class A Common Stock. As of December 27, 2020, repurchases under this authorization totaled $84.9 million (excluding commissions) and $16.2 million remained. All purchases were made pursuant to our publicly announced share repurchase program. 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.
THE NEW YORK TIMES COMPANY – P. 23
PERFORMANCE PRESENTATION
The following graph shows the annual cumulative total stockholder return for the five fiscal years ended December 27, 2020, on an assumed investment of $100 on December 27, 2015, in the Company, the Standard & Poor’s S&P 400 MidCap Stock Index and the Standard & Poor’s S&P 1500 Publishing and Printing Index. Stockholder return is measured by dividing (a) the sum of (i) the cumulative amount of dividends declared for the measurement period, assuming reinvestment of dividends, and (ii) the difference between the issuer’s share price at the end and the beginning of the measurement period, by (b) the share price at the beginning of the measurement period. As a result, stockholder return includes both dividends and stock appreciation.
Stock Performance Comparison Between the S&P 400 Midcap Index, S&P 1500 Publishing & Printing Index and The New York Times Company’s Class A Common Stock
P. 24 – THE NEW YORK TIMES COMPANY
ITEM 6. SELECTED FINANCIAL DATA | ||
The Selected Financial Data should be read in conjunction with “Item 7 — Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the Consolidated Financial Statements and the related Notes in Item 8. The results of operations for the New England Media Group, which was sold in 2013, have been presented as discontinued operations for all periods presented. The pages following the table show certain items included in Selected Financial Data. Fiscal year 2017 comprised 53 weeks and all other fiscal years presented in the table below comprised 52 weeks.
| As of and for the Years Ended | ||||||||||||||||||||||||||||||||
| (In thousands) | December 27, 2020 | December 29, 2019 | December 30, 2018 | December 31, 2017 | December 25, 2016 | |||||||||||||||||||||||||||
| (52 Weeks) | (52 Weeks) | (52 Weeks) | (53 Weeks) | (52 Weeks) | ||||||||||||||||||||||||||||
| Statement of Operations Data | ||||||||||||||||||||||||||||||||
| Revenues | $ | 1,783,639 | $ | 1,812,184 | $ | 1,748,598 | $ | 1,675,639 | $ | 1,555,342 | ||||||||||||||||||||||
| Operating costs | 1,607,383 | 1,634,639 | 1,558,778 | 1,493,278 | 1,419,416 | |||||||||||||||||||||||||||
| Headquarters redesign and consolidation | — | — | 4,504 | 10,090 | — | |||||||||||||||||||||||||||
| Restructuring charge | — | 4,008 | — | — | 16,518 | |||||||||||||||||||||||||||
| (Gain)/loss from pension liability adjustment | — | (2,045) | (4,851) | (4,320) | 6,730 | |||||||||||||||||||||||||||
| Operating profit | 176,256 | 175,582 | 190,167 | 176,591 | 112,678 | |||||||||||||||||||||||||||
| Other components of net periodic benefit costs | 89,154 | 7,302 | 8,274 | 64,225 | 11,074 | |||||||||||||||||||||||||||
| Gain/(loss) from joint ventures | 5,000 | — | 10,764 | 18,641 | (36,273) | |||||||||||||||||||||||||||
| Interest income/(expense) and other, net | 23,330 | (3,820) | (16,566) | (19,783) | (34,805) | |||||||||||||||||||||||||||
| Income from continuing operations before income taxes | 115,432 | 164,460 | 176,091 | 111,224 | 30,526 | |||||||||||||||||||||||||||
| Income from continuing operations | 100,837 | 139,966 | 127,460 | 7,268 | 26,105 | |||||||||||||||||||||||||||
| Loss from discontinued operations, net of income taxes | — | — | — | (431) | (2,273) | |||||||||||||||||||||||||||
| Net income attributable to The New York Times Company common stockholders | 100,103 | 139,966 | 125,684 | 4,296 | 29,068 | |||||||||||||||||||||||||||
| Balance Sheet Data | ||||||||||||||||||||||||||||||||
| Cash, cash equivalents and marketable securities | $ | 881,990 | $ | 683,912 | $ | 826,363 | $ | 732,911 | $ | 737,526 | ||||||||||||||||||||||
| Property, plant and equipment, net | 594,516 | 627,121 | 638,846 | 640,939 | 596,743 | |||||||||||||||||||||||||||
| Total assets | 2,307,689 | 2,089,138 | 2,197,123 | 2,099,780 | 2,185,395 | |||||||||||||||||||||||||||
| Total debt and capital lease obligations | — | — | 253,630 | 250,209 | 246,978 | |||||||||||||||||||||||||||
| Total New York Times Company stockholders’ equity | 1,325,517 | 1,172,003 | 1,040,781 | 897,279 | 847,815 | |||||||||||||||||||||||||||
THE NEW YORK TIMES COMPANY – P. 25
| As of and for the Years Ended | ||||||||||||||||||||||||||||||||
| (In thousands, except ratios, per share and employee data) | December 27, 2020 | December 29, 2019 | December 30, 2018 | December 31, 2017 | December 25, 2016 | |||||||||||||||||||||||||||
| (52 Weeks) | (52 Weeks) | (52 Weeks) | (53 Weeks) | (52 Weeks) | ||||||||||||||||||||||||||||
| Per Share of Common Stock | ||||||||||||||||||||||||||||||||
| Basic earnings/(loss) per share attributable to The New York Times Company common stockholders: | ||||||||||||||||||||||||||||||||
| Income from continuing operations | $ | 0.60 | $ | 0.84 | $ | 0.76 | $ | 0.03 | $ | 0.19 | ||||||||||||||||||||||
| Loss from discontinued operations, net of income taxes | — | — | — | — | (0.01) | |||||||||||||||||||||||||||
| Net income | $ | 0.60 | $ | 0.84 | $ | 0.76 | $ | 0.03 | $ | 0.18 | ||||||||||||||||||||||
| Diluted earnings/(loss) per share attributable to The New York Times Company common stockholders: | ||||||||||||||||||||||||||||||||
| Income from continuing operations | $ | 0.60 | $ | 0.83 | $ | 0.75 | $ | 0.03 | $ | 0.19 | ||||||||||||||||||||||
| Loss from discontinued operations, net of income taxes | — | — | — | — | (0.01) | |||||||||||||||||||||||||||
| Net income | $ | 0.60 | $ | 0.83 | $ | 0.75 | $ | 0.03 | $ | 0.18 | ||||||||||||||||||||||
| Dividends declared per share | $ | 0.24 | $ | 0.20 | $ | 0.16 | $ | 0.16 | $ | 0.16 | ||||||||||||||||||||||
| New York Times Company stockholders’ equity per diluted common share | $ | 7.89 | $ | 7.00 | $ | 6.23 | $ | 5.46 | $ | 5.21 | ||||||||||||||||||||||
| Average basic common shares outstanding | 166,973 | 166,042 | 164,845 | 161,926 | 161,128 | |||||||||||||||||||||||||||
| Average diluted common shares outstanding | 168,038 | 167,545 | 166,939 | 164,263 | 162,817 | |||||||||||||||||||||||||||
| Key Ratios | ||||||||||||||||||||||||||||||||
| Operating profit to revenues | 9.9 | % | 9.7 | % | 10.9 | % | 10.5 | % | 7.2 | % | ||||||||||||||||||||||
| Return on average common stockholders’ equity | 8.0 | % | 12.7 | % | 13.0 | % | 0.5 | % | 3.5 | % | ||||||||||||||||||||||
| Return on average total assets | 4.6 | % | 6.5 | % | 5.8 | % | 0.2 | % | 1.3 | % | ||||||||||||||||||||||
| Total debt and capital lease obligations to total capitalization | — | % | — | % | 19.6 | % | 21.8 | % | 22.6 | % | ||||||||||||||||||||||
| Current assets to current liabilities | 1.72 | 1.64 | 1.33 | 1.80 | 2.00 | |||||||||||||||||||||||||||
| Full-Time Equivalent Employees | 4,700 | 4,500 | 4,320 | 3,789 | 3,710 | |||||||||||||||||||||||||||
The items below are included in the Selected Financial Data. As a result of the adoption of ASU 2017-07 during the first quarter of 2018, the Company has recast the respective prior periods to conform with the current period presentation.
2020
The items below had a net unfavorable effect on our Income from continuing operations of $63.0 million, or $0.38 per share:
•$80.6 million in pension settlement charges ($58.9 million after tax, or $0.35 per share) in connection with the transfer of certain pension benefit obligations to an insurer;
•$14.1 million of pre-tax expenses ($10.3 million after tax, or $0.06 per share) for non-operating retirement costs;
•a $10.1 million gain ($7.4 million after tax or $0.04 per share) related to a non-marketable equity investment transaction. The gain is comprised of $2.5 million realized gain due to the partial sale of the investment and an $7.6 million unrealized gain due to the mark to market of the remaining investment, and is included in Interest income/(expense) and other, net in our Consolidated Statements of Operations;
•a $6.7 million pre-tax charge ($4.9 million after tax, or $0.03 per share) for severance costs; and
P. 26 – THE NEW YORK TIMES COMPANY
•a $5.0 million pre-tax gain ($3.7 million or $0.02 per share after tax) reflecting our proportionate share of a distribution from the pending liquidation of Madison Paper Industries (“Madison”), a partnership that previously operated a paper mill, in which the Company has an investment through a subsidiary. See Note 6 of the Notes to the Consolidated Financial Statements for more information on this item.
2019
The items below had a net unfavorable effect on our Income from continuing operations of $14.5 million, or $0.09 per share:
•$13.5 million of pre-tax expenses ($10.0 million after tax, or $0.06 per share) for non-operating retirement costs;
•a $4.0 million pre-tax charge ($3.0 million after tax or $0.02 per share) related to restructuring charges, including impairment and severance charges related to the closure of our digital marketing agency, HelloSociety, LLC;
•a $4.0 million pre-tax charge ($3.0 million after tax, or $0.02 per share) for severance costs; and
•a $2.0 million pre-tax gain ($1.5 million after tax, or $0.01 per share) from a multiemployer pension plan liability adjustment. See Note 9 of the Notes to the Consolidated Financial Statements for more information on this item.
2018
The items below had a net unfavorable effect on our Income from continuing operations of $7.3 million, or $0.05 per share:
•$15.3 million of pre-tax expenses ($11.2 million after tax, or $0.07 per share) for non-operating retirement costs;
•an $11.3 million pre-tax gain ($8.5 million after tax or $0.05 per share) reflecting our proportionate share of a distribution from the pending liquidation of Madison, in which the Company has an investment through a subsidiary. See Note 6 of the Notes to the Consolidated Financial Statements for more information on this item;
•a $6.7 million pre-tax charge ($4.9 million after tax, or $0.03 per share) for severance costs;
•a $4.9 million pre-tax gain ($3.6 million after tax or $0.02 per share) from a multiemployer pension plan liability adjustment. See Note 9 of the Notes to the Consolidated Financial Statements for more information on this item; and
•a $4.5 million pre-tax charge ($3.3 million after tax or $0.02 per share) in connection with the redesign and consolidation of space in our Company Headquarters. See Note 7 of the Notes to the Consolidated Financial Statements for more information on this item.
2017 (53-week fiscal year)
The items below had a net unfavorable effect on our Income from continuing operations of $119.9 million, or $0.73 per share:
•$102.1 million of pre-tax pension settlement charges ($61.5 million after tax, or $0.37 per share) in connection with the transfer of certain pension benefit obligations to insurers (in connection with the adoption of ASU 2017-07 this amount was reclassified to “Other components of net periodic benefit costs” below “Operating profit”);
•a $68.7 million charge ($0.42 per share) primarily attributable to the remeasurement of our net deferred tax assets required as a result of tax legislation;
•a $37.1 million pre-tax gain ($22.3 million after tax, or $0.14 per share) primarily in connection with the settlement of contractual funding obligations for a postretirement plan (in connection with the adoption of ASU 2017-07, $32.7 million relating to the postretirement plan was reclassified to “Other components of net periodic benefit costs” below “Operating profit” while the contractual gain of $4.3 million remains in “Multiemployer pension and other contractual gains” within “Operating profit”);
THE NEW YORK TIMES COMPANY – P. 27
•a $23.9 million pre-tax charge ($14.4 million after tax, or $0.09 per share) for severance costs;
•a $15.3 million net pre-tax gain ($9.4 million after tax, or $0.06 per share) from joint ventures consisting of (i) a $30.1 million gain related to the sale of assets of Madison, (ii) an $8.4 million loss reflecting our proportionate share of Madison’s settlement of pension obligations, and (iii) a $6.4 million loss from the sale of our 49% equity interest in Donahue Malbaie Inc. (“Malbaie”), a Canadian newsprint company;
•a $10.1 million pre-tax charge ($6.1 million after tax, or $0.04 per share) in connection with the redesign and consolidation of space in our Company Headquarters; and
•$1.5 million of pre-tax expenses ($0.9 million after tax, or $0.01 per share) for non-operating retirement costs;
2016
The items below had a net unfavorable effect on our Income from continuing operations of $60.2 million, or $0.37 per share:
•a $37.5 million pre-tax loss ($22.8 million after tax, or $0.14 per share) from joint ventures related to the announced closure of the paper mill operated by Madison;
•a $21.3 million pre-tax pension settlement charge ($12.8 million after tax, or $0.08 per share) in connection with lump-sum payments made under an immediate pension benefits offer to certain former employees (in connection with the adoption of ASU 2017-07 this amount was reclassified to “Other components of net periodic benefit costs” below “Operating profit”);
•an $18.8 million pre-tax charge ($11.3 million after tax, or $0.07 per share) for severance costs;
•a $16.5 million pre-tax charge ($9.8 million after tax, or $0.06 per share) in connection with the streamlining of the Company’s international print operations (primarily consisting of severance costs) (in connection with the adoption of ASU 2017-07, $1.7 million related to a gain from the pension curtailment previously included with this special item was reclassified to “Other components of net periodic benefit costs” below “Operating profit”);
•a $6.7 million pre-tax charge ($4.0 million after tax or $0.02 per share) for a partial withdrawal obligation under a multiemployer pension plan following an unfavorable arbitration decision;
•a $5.5 million of pre-tax expenses ($3.3 million after tax, or $0.02 per share) for non-operating retirement costs; and
•a $3.8 million income tax benefit ($0.02 per share) primarily due to a reduction in the Company’s reserve for uncertain tax positions.
The following table reconciles other components of net periodic benefit costs to the comparable non-GAAP metric, non-operating retirement costs:
| Years Ended | ||||||||||||||||||||||||||||||||
| (In thousands) | December 27, 2020 | December 29, 2019 | December 30, 2018 | December 31, 2017 | December 25, 2016 | |||||||||||||||||||||||||||
| (52 Weeks) | (52 Weeks) | (52 Weeks) | (53 Weeks) | (52 Weeks) | ||||||||||||||||||||||||||||
| Other components of net periodic benefit costs: | 89,154 | 7,302 | 8,274 | 64,225 | 11,074 | |||||||||||||||||||||||||||
| Add: Multiemployer pension plan withdrawal costs | 5,550 | 6,183 | 7,002 | 6,599 | 14,001 | |||||||||||||||||||||||||||
| Less: Special Items | ||||||||||||||||||||||||||||||||
| Pension settlement expense | 80,641 | — | — | 102,109 | 21,294 | |||||||||||||||||||||||||||
| Postretirement benefit plan settlement gain | — | — | — | (32,737) | — | |||||||||||||||||||||||||||
| Pension curtailment gain | — | — | — | — | (1,683) | |||||||||||||||||||||||||||
| Non-operating retirement costs | 14,063 | 13,485 | 15,276 | 1,452 | 5,464 | |||||||||||||||||||||||||||
P. 28 – THE NEW YORK TIMES COMPANY
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS | ||
The following discussion and analysis provides information that management believes is relevant to an assessment and understanding of our consolidated financial condition as of December 27, 2020, and results of operations for the three years ended December 27, 2020. Please read this item together with our Consolidated Financial Statements and the related Notes included in this Annual Report. Due to the change in expense captions in 2020 and resulting expense reclassification in prior periods, as discussed below, we included discussions of 2018 results that were impacted by the reclassification. Otherwise, we have omitted discussion of 2018 results where it would be redundant to the discussion previously included in Part II, Item 7, of our 2019 Annual Report on Form 10-K, filed with the SEC on February 27, 2020.
Significant components of the management’s discussion and analysis of results of operations and financial condition section include:
| PAGE | ||||||||||||||
Executive Overview: | The executive overview section provides a summary of The New York Times Company and our business. | |||||||||||||
| The results of operations section provides an analysis of our results on a consolidated basis for the three years ended December 27, 2020. | ||||||||||||||
| The non-operating items section provides an analysis of our non-GAAP financial measures to the most directly comparable GAAP measures for the two years ended December 27, 2020. | ||||||||||||||
| The liquidity and capital resources section provides a discussion of our cash flows for the two years ended December 27, 2020, and restricted cash, capital expenditures, and outstanding debt, commitments and contingencies existing as of December 27, 2020. | ||||||||||||||
| The critical accounting policies and estimates section provides detail with respect to accounting policies that are considered by management to require significant judgment and use of estimates and that could have a significant impact on our financial statements. | ||||||||||||||
| The pensions and other postretirement benefits section provides a discussion of our benefit plans. | ||||||||||||||
EXECUTIVE OVERVIEW
We are a global media organization that includes our 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. Other revenues primarily consist of revenues from licensing, Wirecutter affiliate referrals, the leasing of floors in the Company headquarters, commercial printing, television and film, retail commerce 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 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 “— Results of Operations — Non-GAAP Financial Measures.”
THE NEW YORK TIMES COMPANY – P. 29
The Company changed the expense captions on its Consolidated Statement of Operations effective for the quarter ended March 29, 2020. These changes were made in order to reflect how the Company manages its business and to communicate where the Company is investing resources and how this aligns with the Company’s strategy. The Company reclassified expenses for the prior periods in order to present comparable financial results. There was no change to consolidated operating income, total operating costs, net income or cash flows as a result of this change in classification. See Note 19 of the Notes to the Consolidated Financial Statements for more detail.
We believe that a number of factors and industry trends have, and will continue to, present risks and challenges to our business. For a detailed discussion of certain factors that could affect our business, results of operations and financial condition, see “Item 1A — Risk Factors.”
2020 Financial Highlights
In 2020, diluted earnings per share from continuing operations were $0.60, compared with $0.83 for 2019. Diluted earnings per share from continuing operations excluding severance, non-operating retirement costs and special items discussed below (or “adjusted diluted earnings per share,” a non-GAAP measure) were $0.97 for 2020, compared with $0.92 for 2019.
Operating profit in 2020 was $176.3 million, compared with $175.6 million for 2019, as the decrease in operating costs was largely offset by lower revenues. Operating profit before depreciation, amortization, severance, multiemployer pension plan withdrawal costs and special items discussed below (or “adjusted operating profit,” a non-GAAP measure) was $250.6 million and $248.4 million for 2020 and 2019, respectively.
Total revenues decreased 1.6% to $1.78 billion in 2020 from $1.81 billion in 2019, primarily driven by a decrease in advertising revenue and other revenue, partially offset by an increase in digital-only subscription revenues.
Subscription revenues increased 10.3% to $1.20 billion in 2020. Advertising revenues decreased 26.1% to $392.4 million in 2020 largely due to lower print advertising revenue, driven by reduced spending by advertisers in connection with the effects of the Covid-19 pandemic, which further accelerated secular trends. Other revenues decreased 0.9% to $195.9 million in 2020.
Operating costs decreased in 2020 to $1.61 billion from $1.63 billion in 2019, due to a decrease in sales and marketing costs and cost of revenue costs, partially offset by an increase in product development costs and general and administrative costs. Operating costs before depreciation, amortization, severance and multiemployer pension plan withdrawal costs (or “adjusted operating costs,” a non-GAAP measure) decreased in 2020 to $1.53 billion from $1.56 billion in 2019.
Impact of Covid-19 Pandemic
The global Covid-19 pandemic, and efforts to contain it, have continued to cause significant economic disruption, market volatility and uncertainty. These conditions have affected our business and could continue to do so for the foreseeable future.
Unlike many media companies, which are primarily dependent on advertising, we derive substantial revenue from subscriptions (approximately 67% of total revenues in 2020). We experienced significant growth in the number of subscriptions to our digital news and other products in 2020, which we believe was attributable in part to an increase in traffic given the news environment, and we do not expect the 2020 growth rate to be sustainable or indicative of results for future periods. While subscriptions grew, revenues from the single-copy and bulk sales of our print newspaper (which collectively represented approximately 6% of our total subscription revenues in 2020) were, and we expect will continue to be, adversely affected as a result of widespread business closures, continued increased levels of remote working and reductions in travel.
The worldwide economic conditions caused by the pandemic also led to a significant decline in our advertising revenues in 2020, and we expect that our advertising revenues will likely continue to be adversely affected if and while these conditions persist.
However, our strong balance sheet has enabled us to continue to operate without the liquidity issues experienced by many other companies. As of December 27, 2020, we had cash, cash equivalents and short- and long-term marketable securities of $882.0 million, and we were debt-free. 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
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twelve months, enabling us to continue hiring in our newsroom, and in product and technology, and continue to invest in important growth areas.
We have incurred and expect to continue to incur costs in connection with the pandemic, including costs relating to our workforce, such as enhanced employee benefits. These costs included a bonus in September 2020 to all employees other than senior-most leaders to recognize their outstanding efforts and support them with any additional financial needs stemming from the pandemic. Our costs in connection with the pandemic have not been significant to date, but we may incur significant additional costs as circumstances evolve, including costs in connection with potential operational changes.
At this time, the full impact that the Covid-19 pandemic, and the associated economic conditions, will have on our business is uncertain. While we remain confident in our prospects over the longer term, the extent to which the pandemic impacts us will depend on numerous evolving factors and future developments, including the scope and duration of the pandemic (including the extent of any resurgence thereof and the availability of effective treatments or vaccines); the impact of the pandemic on economic conditions and the companies with which we do business; governmental, business and other actions; travel restrictions; and social distancing measures, 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” for more information.
Our Strategy
This past year accelerated many of the transformations under way in our industry, highlighting both challenges and opportunities for the Company. We believe that the following priorities will be key to our strategic efforts.
Producing the best journalism
We believe that The Times’s original and high-quality reporting, storytelling and journalistic excellence across topics and formats set us apart from other news organizations and is at the heart of what makes our journalism worth paying for.
Throughout a tumultuous year, the journalism produced by our global newsroom helped readers understand the world on wide-ranging topics, including the Covid-19 pandemic and its many reverberations, a national reckoning over race and social justice, and the U.S. presidential election and its aftermath. Our ground-breaking coverage continues to be recognized, including in the number of Pulitzer prizes The Times has received — more than any other news organization.
We made significant investments in our newsroom, including in our capabilities in live, visual and data journalism, and in audio, including in our highly popular news podcast, The Daily, which was downloaded 2.5 billion times in 2020. We acquired Serial Productions, the company that produces the groundbreaking “Serial” podcast, and Audm, which transforms long-form journalism articles into audio.
In 2021, we expect to make significant further investments in our journalism and remain committed to providing trustworthy, interesting and relevant content that sets The Times apart.
Growing engagement with our products
We saw extraordinary growth in our audience this past year, driven by an unprecedented news environment and our improved ability to draw and engage readers. We have focused on, and will continue focusing on, maintaining our audience reach, creating habitual engagement with more users and demonstrating why independent, high-quality journalism is worth paying for.
We further enhanced our core digital news product to optimize user experience and deepen engagement, including by improving our users’ experience in up-to-the-minute coverage, expanding our use of visual and data journalism, creating new story formats, enhancing email newsletters like The Morning, and personalizing aspects of our customer experience, all of which are beginning to drive increased engagement.
This year was also the first full year of our new access model, which generally offers users who have registered free access to a limited number of articles before requiring users to subscribe for access to additional content. We believe these changes have strengthened our direct relationships with readers and supported our digital subscription growth efforts.
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In addition, we continued to raise our ambitions for our other digital products and services. We expect to invest more in content, product development and marketing for Games and Cooking, to explore new opportunities for Wirecutter as a subscription product, to experiment in audio and to test the concept of an app for children. We see all of these products as a way for The Times to mean even more in people’s lives, and also to make a relationship with our brand more valuable.
Effectively monetizing our products
We added 2.3 million net digital subscriptions in 2020, by far the most annual net subscription additions in our history. We believe that this significant growth demonstrates the continued success of our “subscription-first” strategy. As of December 27, 2020, we had approximately 7.5 million total subscriptions to our products.
In addition to our strong subscription growth, in 2020, we introduced our first-ever digital price increase on tenured subscribers, from which we saw strong results, and we continued to focus on retaining as many subscribers as possible as they transition to higher prices. We will continue to look for opportunities to deepen our economic relationships with subscribers, including introducing subscribers to more of the products currently in our portfolio.
We will also continue to invest in brand marketing initiatives to reinforce the importance of deeply reported independent journalism and the value of The Times brand.
In addition to digital subscription revenue, high-margin digital advertising revenue remains an important part of our business. We believe our journalism attracts valuable audiences, and that we provide a safe and trusted platform for advertisers’ brands. By developing innovative and compelling advertising offerings that integrate well with the user experience, we believe we can provide significant value to advertisers. During a challenging year, we continued to adapt our advertising business by focusing on our first-party data products, which allow the Company to leverage its large and coveted audiences in privacy-forward ways, and by focusing on our growing audio advertising business. We expect each will continue to play critical roles in our digital advertising business.
Looking ahead, we will continue exploring additional opportunities to grow and engage our audience, further innovate our products and invest in brand marketing initiatives, while remaining committed to creating high-quality journalism that sets The Times apart. At the same time, we will continue to apply disciplined cost-management to fund continued investment in our business and support long-term profitable growth. This includes maximizing the efficiency and profitability of our print products and services, which remain a significant part of our business.
Making technology and data a bigger propellant of our growth
Achieving our ambition will require products and technology that match the quality of our journalism. In addition to having our consumer-facing products enable our journalism to be even more accessible, engaging and impactful, this also includes improving the underlying systems that allow users to seamlessly move among various devices and products. In recent years, we have realigned our organizational structure to improve the speed and effectiveness of our product development process and optimize our data and technology platforms. Looking ahead, we believe this will enable us to build platforms that power our multi-product portfolio and products that engage users. We are focused on building strength in specialized engineering disciplines and continuing to improve the quality and security of our data and systems. As we invest in our array of products and our digital business grows in size, scope and complexity, we will continue to invest in maintaining, integrating, improving and scaling our technical infrastructure.
Fostering a culture that enables our mission and people to thrive
We believe our ability to attract, develop and maximize the contributions of world-class talent, and to create the conditions for our people to do their best work, is vital to the continued success of our mission and business and central to our long-term strategy. As we continue to transform the Company and foster a culture that enables our mission and people to thrive, we are focused on building a diverse, equitable and inclusive workplace and workforce that help to make our news report deeper and richer, and better able to address the needs and experiences of our growing, global audience; incentivizing, developing and promoting our talent; and supporting the health, safety and well-being of our employees.
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Effectively managing our liquidity and our non-operating costs
We have continued to strengthen our liquidity position and further de-leverage and de-risk our balance sheet. As of December 27, 2020, the Company had cash, cash equivalents and marketable securities of approximately $882 million and was debt-free.
In addition, we remain focused on managing our pension plan obligations. We have taken steps over the last several years to reduce the size and volatility of our pension obligations, including freezing accruals under all but one of our qualified defined benefit pension plans, making immediate pension benefits offers in the form of lump-sum payments to certain former employees and transferring certain future benefit obligations and administrative costs to insurers. During 2020, we entered into an agreement to transfer certain future benefit obligations and administrative costs to an insurer, which allowed us to reduce our overall qualified pension plan obligations by approximately $236 million. See Note 9 of the Notes to the Consolidated Financial Statements for additional information on these actions.
As of December 27, 2020, our qualified pension plans had plan assets that were $36 million above the present value of future benefits obligations, compared with an underfunded status of approximately $12 million (meaning the present value of future benefits obligations exceeded the fair value of plan assets) as of December 29, 2019. We made contributions of approximately $10 million to certain qualified pension plans in each of 2020 and 2019. We expect to make contributions in 2021 to satisfy minimum funding requirements of approximately $10 million. We will continue to look for ways to reduce the size and volatility of our pension obligations.
While we have made significant progress in our liability-driven investment strategy to reduce the funding volatility of our qualified pension plans, the size of our pension plan obligations relative to the size of our current operations will continue to have an impact on our reported financial results. We expect to continue to experience volatility in our retirement-related costs, particularly due to the impact of changing discount rates and mortality assumptions on our unfunded, non-qualified pension plans and retiree medical costs, and due to the poor funded status of several of the multiemployer plans in which we participate.
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RESULTS OF OPERATIONS
Overview
Fiscal years 2020, 2019 and 2018 each comprised 52 weeks. The following table presents our consolidated financial results:
| Years Ended | % Change | |||||||||||||||||||||||||||||||
| (In thousands) | December 27, 2020 | December 29, 2019 | December 30, 2018 | 2020 vs. 2019 | 2019 vs. 2018 | |||||||||||||||||||||||||||
| Revenues | ||||||||||||||||||||||||||||||||
| Subscription | $ | 1,195,368 | $ | 1,083,851 | $ | 1,042,571 | 10.3 | 4.0 | ||||||||||||||||||||||||
| Advertising | 392,420 | 530,678 | 558,253 | (26.1) | (4.9) | |||||||||||||||||||||||||||
| Other | 195,851 | 197,655 | 147,774 | (0.9) | 33.8 | |||||||||||||||||||||||||||
| Total revenues | 1,783,639 | 1,812,184 | 1,748,598 | (1.6) | 3.6 | |||||||||||||||||||||||||||
| Operating costs | ||||||||||||||||||||||||||||||||
| Cost of revenue (excluding depreciation and amortization) | 960,222 | 989,029 | 947,884 | (2.9) | 4.3 | |||||||||||||||||||||||||||
| Sales and marketing | 229,040 | 272,657 | 271,164 | (16.0) | 0.6 | |||||||||||||||||||||||||||
| Product development | 132,428 | 105,514 | 84,098 | 25.5 | 25.5 | |||||||||||||||||||||||||||
| General and administrative | 223,557 | 206,778 | 196,621 | 8.1 | 5.2 | |||||||||||||||||||||||||||
| Depreciation and amortization | 62,136 | 60,661 | 59,011 | 2.4 | 2.8 | |||||||||||||||||||||||||||
Total operating costs | 1,607,383 | 1,634,639 | 1,558,778 | (1.7) | 4.9 | |||||||||||||||||||||||||||
| Headquarters redesign and consolidation | — | — | 4,504 | — | * | |||||||||||||||||||||||||||
| Restructuring charge | — | 4,008 | — | * | * | |||||||||||||||||||||||||||
| Gain from pension liability adjustment | — | (2,045) | (4,851) | * | (57.8) | |||||||||||||||||||||||||||
| Operating profit | 176,256 | 175,582 | 190,167 | 0.4 | (7.7) | |||||||||||||||||||||||||||
| Other components of net periodic benefit costs | 89,154 | 7,302 | 8,274 | * | (11.7) | |||||||||||||||||||||||||||
| Gain from joint ventures | 5,000 | — | 10,764 | * | * | |||||||||||||||||||||||||||
| Interest income/(expense) and other, net | 23,330 | (3,820) | (16,566) | * | (76.9) | |||||||||||||||||||||||||||
| Income from continuing operations before income taxes | 115,432 | 164,460 | 176,091 | (29.8) | ||||||||||||||||||||||||||||