The New York Times Company

11/04/2024 | Press release | Distributed by Public on 11/04/2024 12:21

Quarterly Report for Quarter Ending September 30, 2024 (Form 10-Q)

nyt-20240930
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
☒ QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2024
☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ___ to ___
Commission file number 1-5837
THE NEW YORK TIMES COMPANY
(Exact name of registrant as specified in its charter)
New York 13-1102020
(State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.)
620 Eighth Avenue, New York, New York 10018
(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
Class A Common Stock NYT New York Stock Exchange
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definitions of "large accelerated filer," "accelerated filer," "smaller reporting company" and "emerging growth company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer ☒ 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. ☐
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant's executive officers during the relevant recovery period pursuant to § 240.10D-1(b). ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No x
Number of shares of each class of the registrant's common stock outstanding as of November 1, 2024 (exclusive of treasury shares):
Class A Common Stock 163,173,722 shares
Class B Common Stock 780,724 shares
THE NEW YORK TIMES COMPANY
INDEX
PART I Financial Information
1
Item 1 Financial Statements
1
Condensed Consolidated Balance Sheets as of September 30, 2024 (unaudited) and December 31, 2023
1
Condensed Consolidated Statements of Operations (unaudited) for the quarters and nine months ended September 30, 2024 and September 30, 2023
3
Condensed Consolidated Statements of Comprehensive Income (unaudited) for the quarters and nine months ended September 30, 2024 and September 30, 2023
4
Condensed Consolidated Statements of Changes In Stockholders' Equity (unaudited) for the quarters and nine months ended September 30, 2024 and September 30, 2023
5
Condensed Consolidated Statements of Cash Flows (unaudited) for the nine months ended September 30, 2024 and September 30, 2023
7
Notes to the Condensed Consolidated Financial Statements
8
Item 2 Management's Discussion and Analysis of Financial Condition and Results of Operations
23
Item 3 Quantitative and Qualitative Disclosures About Market Risk
43
Item 4 Controls and Procedures
44
PART II Other Information
45
Item 1 Legal Proceedings
45
Item 1A Risk Factors
45
Item 2 Unregistered Sales of Equity Securities and Use of Proceeds
45
Item 5 Other Information
45
Item 6 Exhibits
46
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
THE NEW YORK TIMES COMPANY
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands, except share and per share data)
September 30, 2024 December 31, 2023
(Unaudited)
Assets
Current assets
Cash and cash equivalents $ 204,620 $ 289,472
Short-term marketable securities 288,325 162,094
Accounts receivable (net of allowances of $11,770 as of September 30, 2024 and $12,800 as of December 31, 2023)
188,947 242,488
Prepaid expenses 44,927 59,712
Other current assets 68,161 27,887
Total current assets 794,980 781,653
Other assets
Long-term marketable securities 327,435 257,633
Property, plant and equipment (less accumulated depreciation and amortization of $903,880 as of September 30, 2024 and $870,329 as of December 31, 2023)
495,056 514,245
Goodwill 416,782 416,098
Intangible assets, net 264,810 285,490
Deferred income taxes 131,497 114,505
Miscellaneous assets 331,541 344,971
Total assets $ 2,762,101 $ 2,714,595
See Notes to Condensed Consolidated Financial Statements.
1
THE NEW YORK TIMES COMPANY
CONDENSED CONSOLIDATED BALANCE SHEETS-(Continued)
(In thousands, except share and per share data)
September 30, 2024 December 31, 2023
(Unaudited)
Liabilities and stockholders' equity
Current liabilities
Accounts payable $ 137,104 $ 116,942
Accrued payroll and other related liabilities 146,105 174,316
Unexpired subscriptions revenue 177,215 172,772
Accrued expenses and other
129,174 147,529
Total current liabilities 589,598 611,559
Other liabilities
Pension benefits obligation
211,334 219,451
Postretirement benefits obligation
18,770 19,402
Other
90,347 100,964
Total other liabilities 320,451 339,817
Stockholders' equity
Common stock of $.10 par value:
Class A - authorized: 300,000,000 shares; issued: as of September 30, 2024 - 177,746,886; as of December 31, 2023 - 176,951,162 (including treasury shares: as of September 30, 2024 - 14,442,932; as of December 31, 2023 - 13,189,925)
17,776 17,697
Class B - convertible - authorized and issued shares: as of September 30, 2024 - 780,724; as of December 31, 2023 - 780,724
78 78
Additional paid-in capital
334,601 301,287
Retained earnings
2,222,977 2,117,839
Common stock held in treasury, at cost
(381,569) (320,820)
Accumulated other comprehensive loss, net of income taxes:
Foreign currency translation adjustments 1,087 910
Funded status of benefit plans (346,021) (353,286)
Net unrealized gain/(loss) on available-for-sale securities 3,123 (486)
Total accumulated other comprehensive loss, net of income taxes (341,811) (352,862)
Total stockholders' equity 1,852,052 1,763,219
Total liabilities and stockholders' equity $ 2,762,101 $ 2,714,595
See Notes to Condensed Consolidated Financial Statements.
2
THE NEW YORK TIMES COMPANY
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
(In thousands, except per share data)
For the Quarters Ended For the Nine Months Ended
September 30, 2024 September 30, 2023 September 30, 2024 September 30, 2023
Revenues
Subscription $ 453,327 $ 418,577 $ 1,321,654 $ 1,225,709
Advertising 118,370 117,113 341,244 341,124
Other 68,481 62,655 196,392 183,104
Total revenues
640,178 598,345 1,859,290 1,749,937
Operating costs
Cost of revenue (excluding depreciation and amortization) 331,839 311,135 971,480 927,910
Sales and marketing 69,131 62,635 195,568 191,910
Product development 61,030 57,433 186,435 170,542
General and administrative 76,209 81,870 231,894 235,194
Depreciation and amortization 20,622 21,475 61,865 64,173
Generative AI Litigation Costs 4,620 - 7,592 -
Impairment charges - 2,503 - 15,239
Multiemployer pension plan liability adjustment - (2,273) - (2,273)
Total operating costs 563,451 534,778 1,654,834 1,602,695
Operating profit 76,727 63,567 204,456 147,242
Other components of net periodic benefit (costs)/income (1,050) 684 (3,124) 2,053
Interest income and other, net 9,366 5,736 26,449 13,426
Income before income taxes 85,043 69,987 227,781 162,721
Income tax expense 20,900 16,372 57,681 40,211
Net income $ 64,143 $ 53,615 $ 170,100 $ 122,510
Average number of common shares outstanding:
Basic 164,419 164,568 164,535 164,752
Diluted 165,847 165,406 165,834 165,436
Basic earnings per share attributable to common stockholders $ 0.39 $ 0.33 $ 1.03 $ 0.74
Diluted earnings per share attributable to common stockholders $ 0.39 $ 0.32 $ 1.03 $ 0.74
Dividends declared per share $ 0.13 $ 0.11 $ 0.39 $ 0.33
See Notes to Condensed Consolidated Financial Statements.
3
THE NEW YORK TIMES COMPANY
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(Unaudited)
(In thousands)
For the Quarters Ended For the Nine Months Ended
September 30, 2024 September 30, 2023 September 30, 2024 September 30, 2023
Net income $ 64,143 $ 53,615 $ 170,100 $ 122,510
Other comprehensive income, before tax:
Gain/(loss) on foreign currency translation adjustments 2,675 (2,333) 241 (1,199)
Pension and postretirement benefits obligation 3,287 1,550 9,890 4,656
Net unrealized gain on available-for-sale securities 5,556 1,886 4,889 5,984
Other comprehensive income, before tax 11,518 1,103 15,020 9,441
Income tax expense 3,017 290 3,969 2,463
Other comprehensive income, net of tax 8,501 813 11,051 6,978
Comprehensive income attributable to common stockholders $ 72,644 $ 54,428 $ 181,151 $ 129,488
See Notes to Condensed Consolidated Financial Statements.
4
THE NEW YORK TIMES COMPANY
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
For the Quarters Ended September 30, 2024 and September 30, 2023
(Unaudited)
(In thousands, except share data)
Capital Stock -
Class A
and
Class B Common 		Additional
Paid-in
Capital 		Retained
Earnings 		Common
Stock
Held in
Treasury,
at Cost 		Accumulated
Other
Comprehensive
Loss, Net of
Income
Taxes 		Total
New York
Times
Company
Stockholders'
Equity 		Non-
controlling
Interest 		Total
Stock-
holders'
Equity
Balance, June 30, 2023 $ 17,751 $ 267,975 $ 1,991,029 $ (319,858) $ (351,682) $ 1,605,215 $ 2,005 $ 1,607,220
Net income - - 53,615 - - 53,615 - 53,615
Dividends - - (18,340) - - (18,340) - (18,340)
Other comprehensive loss - - - - 813 813 - 813
Issuance of stock-based awards, net of withholding taxes:
Restricted stock units vested - 87,054 Class A shares
10 (2,641) - - - (2,631) - (2,631)
Stock-based compensation - 14,563 - - - 14,563 - 14,563
Balance, September 30, 2023 $ 17,761 $ 279,897 $ 2,026,304 $ (319,858) $ (350,869) $ 1,653,235 $ 2,005 $ 1,655,240
Balance, June 30, 2024 $ 17,848 $ 320,111 $ 2,180,425 $ (363,086) $ (350,312) $ 1,804,986 $ - $ 1,804,986
Net income - - 64,143 - - 64,143 - 64,143
Dividends - - (21,591) - - (21,591) - (21,591)
Other comprehensive income - - - - 8,501 8,501 - 8,501
Issuance of stock-based awards, net of withholding taxes:
Restricted stock units vested - 64,699 Class A shares
6 (2,500) - - - (2,494) - (2,494)
Share repurchases - 341,456 Class A shares
- - - (18,483) - (18,483) - (18,483)
Stock-based compensation - 16,990 - - - 16,990 - 16,990
Balance, September 30, 2024 $ 17,854 $ 334,601 $ 2,222,977 $ (381,569) $ (341,811) $ 1,852,052 $ - $ 1,852,052
5
THE NEW YORK TIMES COMPANY
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
For the Nine Months Ended September 30, 2024 and September 30, 2023
(Unaudited)
(In thousands, except share data)
Capital Stock -
Class A
and
Class B Common 		Additional
Paid-in
Capital 		Retained
Earnings 		Common
Stock
Held in
Treasury,
at Cost 		Accumulated
Other
Comprehensive
Loss, Net of
Income
Taxes 		Total
New York
Times
Company
Stockholders'
Equity 		Non-
controlling
Interest 		Total
Stock-
holders'
Equity
Balance, December 31, 2022 $ 17,707 $ 255,515 $ 1,958,859 $ (276,267) $ (357,847) $ 1,597,967 $ 2,005 $ 1,599,972
Net income - - 122,510 - - 122,510 - 122,510
Dividends - - (55,065) - - (55,065) - (55,065)
Other comprehensive income - - - - 6,978 6,978 - 6,978
Issuance of stock-based awards, net of withholding taxes:
Restricted stock units vested - 416,289 Class A shares
44 (11,226) - - - (11,182) - (11,182)
Performance-based awards - 106,419 Class A shares
10 (3,108) - - - (3,098) - (3,098)
Share repurchases - 1,161,017 Class A shares
- - - (43,591) - (43,591) - (43,591)
Stock-based compensation - 38,716 - - - 38,716 - 38,716
Balance, September 30, 2023 $ 17,761 $ 279,897 $ 2,026,304 $ (319,858) $ (350,869) $ 1,653,235 $ 2,005 $ 1,655,240
Balance, December 31, 2023 $ 17,775 $ 301,287 $ 2,117,839 $ (320,820) $ (352,862) $ 1,763,219 $ - $ 1,763,219
Net income - - 170,100 - - 170,100 - 170,100
Dividends - - (64,962) - - (64,962) - (64,962)
Other comprehensive income - - - - 11,051 11,051 - 11,051
Issuance of stock-based awards, net of withholding taxes:
Restricted stock units vested - 597,221 Class A shares
60 (18,448) - - - (18,388) - (18,388)
Performance-based awards - 85,703 Class A shares
8 (2,696) - - - (2,688) - (2,688)
Employee stock purchase plan - 112,800 Class A shares
11 4,578 - - - 4,589 - 4,589
Share repurchases - 1,253,007 Class A shares
- - - (60,749) - (60,749) - (60,749)
Stock-based compensation - 49,880 - - - 49,880 - 49,880
Balance, September 30, 2024 $ 17,854 $ 334,601 $ 2,222,977 $ (381,569) $ (341,811) $ 1,852,052 $ - $ 1,852,052
6
THE NEW YORK TIMES COMPANY
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(In thousands)
For the Nine Months Ended
September 30, 2024 September 30, 2023
Cash flows from operating activities
Net income $ 170,100 $ 122,510
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization 61,865 64,173
Amortization of right of use asset 6,773 7,184
Stock-based compensation expense 49,880 38,716
Multiemployer pension plan liability adjustment - (2,273)
Impairment charges - 15,239
Change in long-term retirement benefit obligations (18,110) (21,339)
Contingent consideration fair value adjustment 294 2,813
Other - net (4,493) (2,839)
Changes in operating assets and liabilities:
Accounts receivable - net 53,541 53,494
Other assets 7,035 9
Accounts payable, accrued payroll and other liabilities (77,094) (59,698)
Unexpired subscriptions 4,443 690
Other noncurrent assets and liabilities 4,582 5,421
Net cash provided by operating activities 258,816 224,100
Cash flows from investing activities
Purchases of marketable securities (337,107) (186,018)
Maturities of marketable securities 159,464 100,515
Capital expenditures (21,115) (16,539)
Other - net 1,299 4,754
Net cash used in investing activities (197,459) (97,288)
Cash flows from financing activities
Long-term obligations:
Dividends paid (61,500) (51,360)
Payment of contingent consideration (1,724) (2,586)
Capital shares:
Repurchases (60,341) (43,591)
Share-based compensation tax withholding (21,076) (14,279)
Net cash used in financing activities (144,641) (111,816)
Net (decrease)/increase in cash, cash equivalents and restricted cash (83,284) 14,996
Effect of exchange rate changes on cash (1,025) (310)
Cash, cash equivalents and restricted cash at the beginning of the period 303,172 235,173
Cash, cash equivalents and restricted cash at the end of the period $ 218,863 $ 249,859
See Notes to Condensed Consolidated Financial Statements.
7
THE NEW YORK TIMES COMPANY
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
NOTE 1. BASIS OF PRESENTATION
In the opinion of management of The New York Times Company (the "Company"), the Condensed Consolidated Financial Statements present fairly the financial position of the Company as of September 30, 2024, and December 31, 2023, and the results of operations, changes in stockholders' equity and cash flows of the Company for the periods ended September 30, 2024, and September 30, 2023. The Company and its consolidated subsidiaries are referred to collectively as "we," "us" or "our." All adjustments necessary for a fair presentation have been included and are of a normal and recurring nature. All significant intercompany accounts and transactions have been eliminated in consolidation. The financial statements were prepared in accordance with the requirements of the United States Securities and Exchange Commission ("SEC") for interim reporting. As permitted under those rules, certain notes or other financial information that are normally required by accounting principles generally accepted in the United States of America ("GAAP") have been condensed or omitted from these interim financial statements. These financial statements, therefore, should be read in conjunction with the Consolidated Financial Statements and related Notes included in our Annual Report on Form 10-K for the year ended December 31, 2023. Due to the seasonal nature of our business, operating results for the interim periods are not necessarily indicative of a full year's operations. The first nine months of 2024 includes an additional day compared with the first nine months of 2023 as a result of 2024 being a leap year.
The Company has two reportable segments: The New York Times Group ("NYTG") and The Athletic.
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in our Condensed Consolidated Financial Statements. Actual results could differ from these estimates.
NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
As of September 30, 2024, our significant accounting policies, which are detailed in our Annual Report on Form 10-K for the year ended December 31, 2023, have not changed.
Recently Issued Accounting Pronouncements
Accounting Standard Updates Topic Effective Period Summary
2023-09 Income Taxes (Topic 740): Improvements to Income Tax Disclosures Fiscal years, beginning after December 15, 2024. Early adoption is permitted. Requires entities to provide disaggregated income tax disclosures on the rate reconciliation and income taxes paid. We are currently in the process of evaluating the impact of this guidance on the Company's disclosures.
2023-07 Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures Fiscal years, beginning after December 15, 2023 and interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted. Requires disclosure of significant segment expenses that are regularly provided to the chief operating decision maker ("CODM") and included within each reported measure of segment profit or loss, an amount and description of its composition for other segment items to reconcile to segment profit or loss, and the title and position of the entity's CODM. The amendments in this update also expand the interim segment disclosure requirements. We expect this ASU to impact only our disclosures with no impact to our statement of operations, cash flows and balance sheet.
The Company considers the applicability and impact of all recently issued accounting pronouncements. Recent accounting pronouncements not specifically identified in our disclosures are either not applicable to the Company or are not expected to have a material effect on our financial condition or results of operations.
NOTE 3. REVENUE
We generate revenues principally from subscriptions and advertising.
Subscription revenues consist of revenues from subscriptions to our digital and print products (which include our news product, as well as The Athletic and our Cooking, Games and Wirecutter products), and single-copy and bulk sales of our print products. Subscription revenues are based on both the number of digital-only subscriptions and copies of the printed newspaper sold, and the rates charged to the respective customers.
Advertising revenue is generated principally from advertisers (such as technology, financial and luxury goods companies) promoting products, services or brands on digital platforms in the form of display ads, audio and video, and in print in the form of column-inch ads. Advertising revenue is generated primarily from offerings sold directly to marketers by our
8
THE NEW YORK TIMES COMPANY
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
advertising sales teams. A smaller proportion of our total advertising revenues is generated through open-market programmatic auctions run by third-party ad exchanges. Advertising revenue is primarily determined by the volume (e.g., impressions), rate and mix of advertisements. Digital advertising includes our core digital advertising business and other digital advertising. Our core digital advertising business includes direct-sold website, mobile application, podcast, email and video advertisements (including direct-sold programmatic advertising). Direct-sold display advertising, a component of core digital advertising, includes offerings on websites and mobile applications sold directly to marketers by our advertising sales teams. Other digital advertising includes open-market programmatic advertising and creative services fees. Print advertising includes revenue from column-inch ads and classified advertising as well as preprinted advertising, also known as freestanding inserts. NYTG has revenue from all categories discussed above. The Athletic has revenue from direct-sold display advertising, podcast, email and video advertisements (including direct-sold programmatic advertising) and open-market programmatic advertising. There is no print advertising revenue generated from The Athletic.
Other revenues primarily consist of revenues from licensing, Wirecutter affiliate referrals, commercial printing, the leasing of floors in the New York headquarters building located at 620 Eighth Avenue, New York, New York (the "Company Headquarters"), our live events business, books, television and film, retail commerce and our student subscription sponsorship program.
Subscription, advertising and other revenues were as follows:
For the Quarters Ended For the Nine Months Ended
(In thousands) September 30, 2024 As % of total September 30, 2023 As % of total September 30, 2024 As % of total September 30, 2023 As % of total
Subscription $ 453,327 70.8 % $ 418,577 70.0 % $ 1,321,654 71.1 % $ 1,225,709 70.0 %
Advertising 118,370 18.5 % 117,113 19.6 % 341,244 18.4 % 341,124 19.5 %
Other (1)
68,481 10.7 % 62,655 10.4 % 196,392 10.5 % 183,104 10.5 %
Total
$ 640,178 100.0 % $ 598,345 100.0 % $ 1,859,290 100.0 % $ 1,749,937 100.0 %
(1)Other revenues include building rental revenue, which is not under the scope of Revenue from Contracts with Customers (Topic 606). Building rental revenue was $6.6 million and $6.8 million for the third quarters of 2024 and 2023, respectively, and $19.9 million and $20.5 million for the first nine months of 2024 and 2023, respectively.
The following table summarizes digital and print subscription revenues, which are components of subscription revenues above, for the third quarters and first nine months ended September 30, 2024, and September 30, 2023:
For the Quarters Ended For the Nine Months Ended
(In thousands) September 30, 2024 As % of total September 30, 2023 As % of total September 30, 2024 As % of total September 30, 2023 As % of total
Digital-only subscription revenues (1)
$ 322,198 71.1 % $ 282,228 67.4 % $ 919,677 69.6 % $ 810,770 66.1 %
Print subscription revenues (2)
131,129 28.9 % 136,349 32.6 % 401,977 30.4 % 414,939 33.9 %
Total subscription revenues $ 453,327 100.0 % $ 418,577 100.0 % $ 1,321,654 100.0 % $ 1,225,709 100.0 %
(1)Includes revenue from bundled and standalone subscriptions to our news product, as well as to The Athletic and our Cooking, Games and Wirecutter products.
(2)Includes domestic home-delivery subscriptions, which include access to our digital products. Also includes single-copy, NYT International and Other subscription revenues.
The following table summarizes digital and print advertising revenues, which are components of advertising revenues above, for the third quarters and first nine months ended September 30, 2024, and September 30, 2023:
For the Quarters Ended For the Nine Months Ended
(In thousands) September 30, 2024 As % of total September 30, 2023 As % of total September 30, 2024 As % of total September 30, 2023 As % of total
Advertising revenues:
Digital $ 81,564 68.9 % $ 75,001 64.0 % $ 224,166 65.7 % $ 210,076 61.6 %
Print 36,806 31.1 % 42,112 36.0 % 117,078 34.3 % 131,048 38.4 %
Total advertising $ 118,370 100.0 % $ 117,113 100.0 % $ 341,244 100.0 % $ 341,124 100.0 %
9
THE NEW YORK TIMES COMPANY
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Performance Obligations
We have remaining performance obligations related to digital archive and other licensing and certain advertising contracts. As of September 30, 2024, the aggregate amount of the transaction price allocated to the remaining performance obligations for contracts with a duration greater than one year was approximately $174 million. The Company will recognize this revenue as performance obligations are satisfied. We expect that approximately $33 million, $91 million and $50 million will be recognized in the remainder of 2024, 2025 and thereafter through 2030, respectively.
Unexpired Subscriptions
Payments for subscriptions are typically due upfront and the revenue is recognized ratably over the subscription period. The proceeds are recorded within Unexpired subscriptions revenuein the Condensed Consolidated Balance Sheet. Total unexpired subscriptions as of December 31, 2023, were $172.8 million, of which approximately $161 million was recognized as revenues during the nine months ended September 30, 2024.
Contract Assets
As of September 30, 2024, and December 31, 2023, the Company had $3.3 million and $3.5 million, respectively, in contract assets recorded in the Condensed Consolidated Balance Sheets related to digital archiving licensing revenue. The contract asset is reclassified to Accounts receivablewhen the customer is invoiced based on the contractual billing schedule.
NOTE 4. MARKETABLE SECURITIES
The Company accounts for its marketable securities as available for sale ("AFS"). The Company recorded $4.2 million and $0.7 million of pre-tax net unrealized gains and losses, respectively, in Accumulated other comprehensive income("AOCI") as of September 30, 2024, and December 31, 2023, respectively.
The following tables present the amortized cost, gross unrealized gains and losses, and fair market value of our AFS securities as of September 30, 2024, and December 31, 2023:
September 30, 2024
(In thousands) Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value
Short-term AFS securities
U.S. Treasury securities $ 167,580 $ 614 $ (8) $ 168,186
Corporate debt securities 114,689 527 (10) 115,206
U.S. governmental agency securities 4,945 - (12) 4,933
Total short-term AFS securities $ 287,214 $ 1,141 $ (30) $ 288,325
Long-term AFS securities
Corporate debt securities $ 186,724 $ 1,906 $ (13) $ 188,617
U.S. Treasury securities 137,605 1,228 (15) 138,818
Total long-term AFS securities $ 324,329 $ 3,134 $ (28) $ 327,435
December 31, 2023
(In thousands) Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value
Short-term AFS securities
U.S. Treasury securities $ 48,721 $ 55 $ (667) $ 48,109
Corporate debt securities 109,891 6 (1,828) 108,069
U.S. governmental agency securities 6,000 - (84) 5,916
Total short-term AFS securities $ 164,612 $ 61 $ (2,579) $ 162,094
Long-term AFS securities
Corporate debt securities $ 103,061 $ 886 $ (5) $ 103,942
U.S. Treasury securities 148,878 1,023 (42) 149,859
U.S. governmental agency securities 3,857 - (25) 3,832
Total long-term AFS securities $ 255,796 $ 1,909 $ (72) $ 257,633
10
THE NEW YORK TIMES COMPANY
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
The following tables represent the AFS securities as of September 30, 2024, and December 31, 2023, that were in an unrealized loss position for which an allowance for credit losses has not been recorded, aggregated by investment category and the length of time that individual securities have been in a continuous unrealized loss position:
September 30, 2024
Less than 12 Months 12 Months or Greater Total
(In thousands) Fair Value Gross Unrealized Losses Fair Value Gross Unrealized Losses Fair Value Gross Unrealized Losses
Short-term AFS securities
U.S. Treasury securities $ 4,926 $ - $ 6,286 $ (8) $ 11,212 $ (8)
Corporate debt securities 10,543 (3) 6,143 (7) 16,686 (10)
U.S. governmental agency securities - - 4,933 (12) 4,933 (12)
Total short-term AFS securities $ 15,469 $ (3) $ 17,362 $ (27) $ 32,831 $ (30)
Long-term AFS securities
Corporate debt securities $ 13,277 $ (13) $ - $ - $ 13,277 $ (13)
U.S. Treasury securities 13,950 (15) - - 13,950 (15)
Total long-term AFS securities $ 27,227 $ (28) $ - $ - $ 27,227 $ (28)
December 31, 2023
Less than 12 Months 12 Months or Greater Total
(In thousands) Fair Value Gross Unrealized Losses Fair Value Gross Unrealized Losses Fair Value Gross Unrealized Losses
Short-term AFS securities
U.S. Treasury securities $ 995 $ (1) $ 24,978 $ (666) $ 25,973 $ (667)
Corporate debt securities 5,819 (5) 99,504 (1,823) 105,323 (1,828)
U.S. governmental agency securities - - 5,916 (84) 5,916 (84)
Total short-term AFS securities $ 6,814 $ (6) $ 130,398 $ (2,573) $ 137,212 $ (2,579)
Long-term AFS securities
Corporate debt securities $ 2,451 $ - $ 245 $ (5) $ 2,696 $ (5)
U.S. Treasury securities 14,792 (36) 290 (6) 15,082 (42)
U.S. governmental agency securities 3,832 (25) - - 3,832 (25)
Total long-term AFS securities $ 21,075 $ (61) $ 535 $ (11) $ 21,610 $ (72)
We assess our AFS securities for impairment on a quarterly basis or more often if a potential loss-triggering event occurs.
As of September 30, 2024, and December 31, 2023, we did not intend to sell and it was not likely that we would be required to sell these investments before recovery of their amortized cost basis, which may be at maturity. Unrealized losses related to these investments are primarily due to interest rate fluctuations as opposed to changes in credit quality. Therefore, as of September 30, 2024, and December 31, 2023, we have recognized no impairment losses or allowance for credit losses related to AFS securities.
As of September 30, 2024, our short-term and long-term marketable securities had remaining maturities of less than one month to 12 months and 13 months to 27 months, respectively. See Note 8 for more information regarding the fair value of our marketable securities.
11
THE NEW YORK TIMES COMPANY
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
NOTE 5. GOODWILL AND INTANGIBLES
The changes in the carrying amount of goodwill as of September 30, 2024, and since December 31, 2022, were as follows:
(In thousands) NYTG The Athletic Total
Balance as of December 31, 2022 $ 162,686 $ 251,360 $ 414,046
Foreign currency translation 2,052 - 2,052
Balance as of December 31, 2023 164,738 251,360 416,098
Foreign currency translation 684 - 684
Balance as of September 30, 2024 $ 165,422 $ 251,360 $ 416,782
The foreign currency translation line item reflects changes in goodwill resulting from fluctuating exchange rates related to the consolidation of certain international subsidiaries.
As of September 30, 2024 and December 31, 2023, the gross book value and accumulated amortization of the intangible assets with definite lives were as follows:
September 30, 2024
(In thousands) Gross Book Value Accumulated Amortization Net Book Value Remaining Weighted-Average Useful Life (Years)
Trademark $ 162,618 $ (23,951) $ 138,667 17.6
Existing subscriber base 136,500 (31,500) 105,000 9.5
Developed technology 38,401 (20,885) 17,516 2.4
Content archive 5,751 (4,601) 1,150 1.9
Total finite-lived intangibles $ 343,270 $ (80,937) $ 262,333 13.3
December 31, 2023
(In thousands) Gross Book Value Accumulated Amortization Net Book Value Remaining Weighted-Average Useful Life (Years)
Trademark $ 162,618 $ (17,767) $ 144,851 18.3
Existing subscriber base 136,500 (23,062) 113,438 10.2
Developed technology 38,401 (15,381) 23,020 3.2
Content archive 5,751 (4,047) 1,704 2.5
Total finite-lived intangibles $ 343,270 $ (60,257) $ 283,013 13.7
Amortization expense for intangible assets included in Depreciation and amortizationin our Condensed Consolidated Statements of Operations was $6.8 million and $7.3 million for the third quarters of 2024 and 2023, respectively, and $20.7 million and $22.0 million for the first nine months of 2024, and 2023, respectively. The estimated aggregate amortization expense for the remainder of 2024 and each of the following fiscal years ending December 31 is presented below:
(In thousands)
Remainder of 2024 $ 6,799
2025 27,213
2026 26,960
2027 20,171
2028 19,335
Thereafter 161,855
Total amortization expense $ 262,333
12
THE NEW YORK TIMES COMPANY
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
The aggregate carrying amount of intangible assets of $264.8 million, which includes an indefinite-lived intangible of $2.5 million, is included in Intangible assets, netin our Condensed Consolidated Balance Sheet as of September 30, 2024.
NOTE 6. INVESTMENTS
Non-Marketable Equity Securities
Our non-marketable equity securities are investments in privately held companies/funds without readily determinable market values. Gains and losses on non-marketable equity securities revalued, sold or impaired are recognized in Interest income and other, net in our Condensed Consolidated Statements of Operations.
As of September 30, 2024, and December 31, 2023, non-marketable equity securities included in Miscellaneous assetsin our Condensed Consolidated Balance Sheets had a carrying value of $29.7 million.
NOTE 7. OTHER
Capitalized Computer Software Costs
Amortization of capitalized computer software costs included in Depreciation and amortizationin our Condensed Consolidated Statements of Operations was $1.7 million and $2.1 million for the third quarters of 2024 and 2023, respectively, and $5.3 million and $5.7 million for the first nine months of 2024 and 2023, respectively.
Interest income and other, net
Interest income and other, net, as shown in the accompanying Condensed Consolidated Statements of Operations, was as follows:
For the Quarters Ended For the Nine Months Ended
(In thousands) September 30, 2024 September 30, 2023 September 30, 2024 September 30, 2023
Interest income (1)
$ 9,626 $ 6,016 $ 27,212 $ 14,182
Interest expense (260) (280) (763) (756)
Total interest income and other, net $ 9,366 $ 5,736 $ 26,449 $ 13,426
(1)On December 9, 2020, we entered into an agreement to lease and subsequently sell approximately four acres of land at our printing and distribution facility in College Point, N.Y., subject to certain conditions. The lease commenced on April 11, 2022. At the time of the lease expiration in February 2025, we will sell the parcel to the lessee for approximately $36 million. The transaction is accounted for as a sales-type lease and, as a result, we recognized a gain of approximately $34 million (net of commissions) at the time of lease commencement. Interest income related to this lease was $0.4 million for each of the third quarters of 2024 and 2023, and $1.3 million for each of the first nine months of 2024 and 2023.
Restricted Cash
A reconciliation of cash, cash equivalents and restricted cash as of September 30, 2024, and September 30, 2023, from the Condensed Consolidated Balance Sheets to the Condensed Consolidated Statements of Cash Flows is as follows:
(In thousands) September 30, 2024 September 30, 2023
Reconciliation of cash, cash equivalents and restricted cash
Cash and cash equivalents $ 204,620 $ 235,566
Restricted cash included within miscellaneous assets 14,243 14,293
Total cash, cash equivalents and restricted cash shown in the Condensed Consolidated Statements of Cash Flows $ 218,863 $ 249,859
Substantially all of the amount included in restricted cash is set aside to collateralize workers' compensation obligations.
Revolving Credit Facility
On July 27, 2022, the Company entered into an amendment and restatement of its previous credit facility that, among other changes, increased the committed amount to $350.0 million and extended the maturity date to July 27, 2027 (as amended and restated, the "Credit Facility"). Certain of the Company's domestic subsidiaries have guaranteed the Company's obligations under the Credit Facility. Borrowings under the Credit Facility bear interest at specified rates based on our utilization and consolidated leverage ratio. The Credit Facility contains various customary affirmative and negative covenants. In addition, the Company is obligated to pay a quarterly unused commitment fee at an annual rate of 0.20%.
13
THE NEW YORK TIMES COMPANY
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
As of September 30, 2024, and December 31, 2023, there were no borrowings and approximately $0.6 million in outstanding letters of credit, with the remaining committed amount available. As of September 30, 2024, the Company was in compliance with the financial covenants contained in the Credit Facility.
Severance Costs
We recognized $0.3 million and $3.1 million in severance costs for the third quarters of 2024 and 2023, respectively, and $6.2 million and $7.6 million for the first nine months of 2024 and 2023, respectively. These costs are recorded in General and administrative costsin our Condensed Consolidated Statements of Operations.
We had a severance liability of $5.4 million and $4.4 million included in Accrued expenses and otherin our Condensed Consolidated Balance Sheets as of September 30, 2024, and December 31, 2023, respectively.
Generative AI Litigation Costs
In the third quarter and first nine months of 2024, the Company recorded $4.6 million and $7.6 million, respectively, of pre-tax litigation-related costs in connection with a lawsuit against Microsoft Corporation ("Microsoft") and Open AI Inc. and various of its corporate affiliates (collectively, "OpenAI"), alleging unlawful and unauthorized copying and use of the Company's journalism and other content in connection with their development of generative artificial intelligence products ("Generative AI Litigation Costs"). See Note 14 for additional information.
14
THE NEW YORK TIMES COMPANY
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
NOTE 8. FAIR VALUE MEASUREMENTS
Fair value is the price that would be received upon the sale of an asset or paid upon transfer of a liability in an orderly transaction between market participants at the measurement date. The transaction would be in the principal or most advantageous market for the asset or liability, based on assumptions that a market participant would use in pricing the asset or liability. The fair value hierarchy consists of three levels:
Level 1-quoted prices in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date;
Level 2-inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly; and
Level 3-unobservable inputs for the asset or liability.
Assets/Liabilities Measured and Recorded at Fair Value on a Recurring Basis
The following table summarizes our financial assets and liabilities measured at fair value on a recurring basis as of September 30, 2024, and December 31, 2023:
(In thousands) September 30, 2024 December 31, 2023
Total Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3
Assets:
Short-term AFS securities (1)
U.S Treasury securities $ 168,186 $ - $ 168,186 $ - $ 48,109 $ - $ 48,109 $ -
Corporate debt securities 115,206 - 115,206 - 108,069 - 108,069 -
U.S. governmental agency securities 4,933 - 4,933 - 5,916 - 5,916 -
Total short-term AFS securities $ 288,325 $ - $ 288,325 $ - $ 162,094 $ - $ 162,094 $ -
Long-term AFS securities (1)
Corporate debt securities $ 188,617 $ - $ 188,617 $ - $ 103,942 $ - $ 103,942 $ -
U.S Treasury securities 138,818 - 138,818 - 149,859 - 149,859 -
U.S. governmental agency securities - - - - 3,832 - 3,832 -
Total long-term AFS securities $ 327,435 $ - $ 327,435 $ - $ 257,633 $ - $ 257,633 $ -
Liabilities:
Deferred compensation (2)(3)
$ 13,324 $ 13,324 $ - $ - $ 13,752 $ 13,752 $ - $ -
Contingent consideration (4)
$ 3,561 $ - $ - $ 3,561 $ 4,991 $ - $ - $ 4,991
(1)We classified these investments as Level 2 since the fair value is based on market observable inputs for investments with similar terms and maturities.
(2)The deferred compensation liability, included in Other liabilities-otherin our Condensed Consolidated Balance Sheets, consists of deferrals under The New York Times Company Deferred Executive Compensation Plan (the "DEC"), a frozen plan that enabled certain eligible executives to elect to defer a portion of their compensation on a pre-tax basis. The deferred amounts are invested at the executives' option in various mutual funds. The fair value of deferred compensation is based on the mutual fund investments elected by the executives and on quoted prices in active markets for identical assets. Participation in the DEC was frozen effective December 31, 2015.
(3)The Company invests the assets associated with the deferred compensation liability in life insurance products. Our investments in life insurance products are included in Miscellaneous assetsin our Condensed Consolidated Balance Sheets, and were $55.6 million as of September 30, 2024, and $52.3 million as of December 31, 2023. The fair value of these assets is measured using the net asset value per share (or its equivalent) and has not been classified in the fair value hierarchy.
(4)The remaining contingent consideration balances (as discussed below) are included in Accrued expenses and other, for the current portion of the liability, and Other non-current liabilities, for the long-term portion of the liability, in our Condensed Consolidated Balance Sheets.
15
THE NEW YORK TIMES COMPANY
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Level 3 Liabilities
The contingent consideration liability is related to the 2020 acquisition of substantially all the assets and certain liabilities of Serial Productions, LLC and represents contingent payments based on the achievement of certain operational targets, as defined in the acquisition agreement, over the five years following the acquisition. The Company estimated the fair value using a probability-weighted discounted cash flow model. The estimate of the fair value of contingent consideration requires subjective assumptions to be made regarding probabilities assigned to operational targets and the discount rate. As the fair value is based on significant unobservable inputs, this is a Level 3 liability.
The following table presents changes in the contingent consideration balances for the third quarters and nine months ended September 30, 2024, and September 30, 2023:
Quarters Ended Nine Months Ended
(In thousands) September 30, 2024 September 30, 2023 September 30, 2024 September 30, 2023
Balance at the beginning of the period
$ 3,561 $ 5,464 $ 4,991 $ 5,324
Payments - (862) (1,724) (2,586)
Fair value adjustments (1)
- 949 294 2,813
Contingent consideration at the end of the period $ 3,561 $ 5,551 $ 3,561 $ 5,551
(1)Fair value adjustments are included in General and administrative costsin our Condensed Consolidated Statements of Operations.
NOTE 9. PENSION AND OTHER POSTRETIREMENT BENEFITS
Pension
Single-Employer Plans
We maintain The New York Times Companies Pension Plan, a frozen single-employer defined benefit pension plan. The Company also jointly sponsors a defined benefit plan with The NewsGuild of New York known as the Guild-Times Adjustable Pension Plan (the "APP") that continues to accrue active benefits.
We also have a foreign-based pension plan for certain employees (the "foreign plan"). The information for the foreign plan is combined with the information for U.S. non-qualified plans. The benefit obligation of the foreign plan is immaterial to our total benefit obligation.
16
THE NEW YORK TIMES COMPANY
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
The components of net periodic pension (income)/cost were as follows:
For the Quarters Ended
September 30, 2024 September 30, 2023
(In thousands) Qualified
Plans 		Non-
Qualified
Plans 		All
Plans 		Qualified
Plans 		Non-
Qualified
Plans 		All
Plans
Service cost $ 1,541 $ - $ 1,541 $ 1,417 $ - $ 1,417
Interest cost 13,376 2,206 15,582 14,198 2,296 16,494
Expected return on plan assets (18,109) - (18,109) (19,122) - (19,122)
Amortization of actuarial loss 2,603 997 3,600 663 890 1,553
Amortization of prior service credit (486) - (486) (486) - (486)
Net periodic pension (income)/cost $ (1,075) $ 3,203 $ 2,128 $ (3,330) $ 3,186 $ (144)
For the Nine Months Ended
September 30, 2024 September 30, 2023
(In thousands) Qualified
Plans 		Non-
Qualified
Plans 		All
Plans 		Qualified
Plans 		Non-
Qualified
Plans 		All
Plans
Service cost $ 4,623 $ - $ 4,623 $ 4,252 $ - $ 4,252
Interest cost 40,128 6,619 46,747 42,595 6,887 49,482
Expected return on plan assets (54,327) - (54,327) (57,367) - (57,367)
Amortization of actuarial loss 7,809 2,991 10,800 1,991 2,669 4,660
Amortization of prior service credit (1,459) - (1,459) (1,459) - (1,459)
Effect of settlement - (27) (27) - - -
Net periodic pension (income)/cost $ (3,226) $ 9,583 $ 6,357 $ (9,988) $ 9,556 $ (432)
During the first nine months of 2024 and 2023, we made pension contributions of $9.7 million and $7.7 million, respectively, to the APP. We expect to make contractual contributions in 2024 of approximately $13 million, which more than satisfy minimum funding requirements.
Multiemployer Plans
During the third quarter of 2023, we recorded a favorable adjustment of $2.3 million related to a reduction to our multiemployer pension plan liability. This favorable adjustment was recorded in Multiemployer pension plan liability adjustmentin our Condensed Consolidated Statements of Operations.
Other Postretirement Benefits
The components of net periodic postretirement benefit cost were as follows:
For the Quarters Ended For the Nine Months Ended
(In thousands) September 30, 2024 September 30, 2023 September 30, 2024 September 30, 2023
Service cost $ 4 $ 8 $ 12 $ 25
Interest cost 272 375 816 1,126
Amortization of actuarial loss 174 486 522 1,455
Net periodic postretirement benefit cost $ 450 $ 869 $ 1,350 $ 2,606
17
THE NEW YORK TIMES COMPANY
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
NOTE 10. INCOME TAXES
The Company had income tax expense of $20.9 million and $57.7 million in the third quarter and first nine months of 2024, respectively. The Company had income tax expense of $16.4 million and $40.2 million in the third quarter and first nine months of 2023, respectively. The Company's effective tax rates were 24.6% and 25.3% for the third quarter and first nine months of 2024, respectively. The Company's effective tax rates were 23.4% and 24.7% for the third quarter and first nine months of 2023, respectively. The increase in income tax expense was primarily due to higher pre-tax income in the third quarter of 2024. The effective tax rate was lower in the third quarter of 2023 primarily due to the benefit of additional tax credits in that quarter.
The Organization for Economic Co-operation and Development enacted model rules for a new global minimum tax framework, also known as Pillar Two, and certain governments globally have enacted these rules effective January 1, 2024. We have assessed the potential impact of Pillar Two and do not expect it to have a material effect on the Company's financial statements.
NOTE 11. EARNINGS PER SHARE
Earnings per share is computed using both basic shares and diluted shares. The difference between basic and diluted shares is that diluted shares include the dilutive effect of the assumed exercise or vesting of outstanding securities. Our stock-settled long-term performance awards and restricted stock units could have a significant impact on diluted shares. The difference between basic and diluted shares of approximately 1.4 million and 1.3 million in the third quarter and first nine months of 2024, respectively, and 0.8 million and 0.7 million in the third quarter and first nine months of 2023, respectively, resulted from the dilutive effect of our stock-based awards.
Securities that could potentially be dilutive are excluded from the computation of diluted earnings per share when a loss from continuing operations exists or when the exercise price exceeds the market value of our Class A Common Stock because their inclusion would result in an anti-dilutive effect on per share amounts.
There were no restricted stock units excluded from the computation of diluted earnings per share in the third quarter and first nine months of 2024, respectively. There were approximately 0.1 million restricted stock units excluded from the computation of diluted earnings per share in the third quarter and first nine months of 2023, respectively, because they were anti-dilutive. There were no anti-dilutive stock-settled long-term performance awards excluded from the computation of diluted earnings per share in the third quarters and first nine months of 2024 and 2023.
NOTE 12. SUPPLEMENTAL STOCKHOLDERS' EQUITY INFORMATION
Share Repurchases
In February 2022, the Board of Directors approved a $150.0 million Class A share repurchase program that replaced the previous program, which was approved in 2015. In February 2023, in addition to the remaining 2022 authorization, the Board of Directors approved a $250.0 million Class A share repurchase program. The authorizations provide that shares of Class A Common Stock may be purchased from time to time as market conditions warrant, through open-market purchases, privately negotiated transactions or other means, including Rule 10b5-1 trading plans. We expect to repurchase shares to offset the impact of dilution from our equity compensation program and to return capital to our stockholders. There is no expiration date with respect to these authorizations.
As of September 30, 2024, repurchases under these authorizations totaled approximately $209.8 million (excluding commissions and excise taxes), fully utilizing the 2022 authorization and leaving approximately $190.2 million remaining under the 2023 authorization. During the nine months ended September 30, 2024, repurchases under these authorizations totaled approximately $60.3 million.
18
THE NEW YORK TIMES COMPANY
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Accumulated Other Comprehensive Income
The following table summarizes the changes in AOCI by component as of September 30, 2024:
(In thousands) Foreign Currency Translation Adjustments Funded Status of Benefit Plans Net Unrealized Gain/(Loss) on Available-For-Sale Securities Total Accumulated Other Comprehensive Loss
Balance as of December 31, 2023 $ 910 $ (353,286) $ (486) $ (352,862)
Other comprehensive income before reclassifications, before tax 241 - 4,889 5,130
Amounts reclassified from accumulated other comprehensive loss, before tax - 9,890 - 9,890
Income tax expense 64 2,625 1,280 3,969
Net current-period other comprehensive income, net of tax 177 7,265 3,609 11,051
Balance as of September 30, 2024 $ 1,087 $ (346,021) $ 3,123 $ (341,811)
The following table summarizes the reclassifications from AOCI for the nine months ended September 30, 2024:
(In thousands)
Detail about accumulated other comprehensive loss components
Amounts reclassified from accumulated other comprehensive loss Affects line item in the statement where net income is presented
Funded status of benefit plans:
Amortization of prior service credit (1)
$ (1,459) Other components of net periodic benefit costs/(income)
Amortization of actuarial loss (1)
11,322 Other components of net periodic benefit costs/(income)
Pension settlement charge 27 Other components of net periodic benefit costs/(income)
Total reclassification, before tax 9,890
Income tax expense 2,625 Income tax expense
Total reclassification, net of tax $ 7,265
(1)These AOCI components are included in the computation of net periodic benefit (income)/cost for pension and other postretirement benefits. See Note 9 for more information.
Stock-based Compensation Expense
Total stock-based compensation expense included in the Condensed Consolidated Statements of Operations is as follows:
For the Quarters Ended For the Nine Months Ended
(In thousands) September 30, 2024 September 30, 2023 September 30, 2024 September 30, 2023
Cost of revenue $ 4,344 $ 3,673 $ 12,494 $ 8,970
Sales and marketing 421 350 1,225 1,214
Product development 6,366 5,554 19,138 14,472
General and administrative 5,859 4,986 17,023 14,060
Total stock-based compensation expense $ 16,990 $ 14,563 $ 49,880 $ 38,716
19
THE NEW YORK TIMES COMPANY
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
NOTE 13. SEGMENT INFORMATION
The Company identifies a business as an operating segment if: (i) it engages in business activities from which it may earn revenues and incur expenses; (ii) its operating results are regularly reviewed by the Company's President and Chief Executive Officer (who is the Company's CODM) to make decisions about resources to be allocated to the segment and assess its performance; and (iii) it has available discrete financial information.
The Company has two reportable segments: NYTG and The Athletic. These segments are evaluated regularly by the Company's CODM in assessing performance and allocating resources. Management uses adjusted operating profit (loss) by segment in assessing performance and allocating resources. Adjusted operating profit is defined as operating profit before depreciation and amortization, severance, multiemployer pension plan withdrawal costs and special items. Adjusted operating profit for NYTG and The Athletic is presented below, along with a reconciliation to consolidated income before taxes. Asset information by segment is not a measure of performance used by the Company's CODM. Accordingly, we have not disclosed asset information by segment.
Subscription revenues from and expenses associated with our digital subscription package (or "bundle") are allocated to NYTG and The Athletic.
We allocate 10% of bundle revenues to The Athletic based on management's view of The Athletic's relative value to the bundle, which is derived based on analysis of various metrics, and allocate the remaining bundle revenues to NYTG.
We allocate 10% of product development, marketing and subscriber servicing expenses (including direct variable expenses such as credit card fees, third party fees and sales taxes) associated with the bundle to The Athletic, and the remaining costs are allocated to NYTG, in each case, in line with the revenues allocations.
20
THE NEW YORK TIMES COMPANY
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
The following tables present segment information:
For the Quarters Ended For the Nine Months Ended
(In thousands) September 30, 2024 September 30, 2023 % Change September 30, 2024 September 30, 2023 % Change
Revenues
NYTG $ 596,028 $ 563,903 5.7 % $ 1,738,578 $ 1,657,179 4.9 %
The Athletic 44,713 34,442 29.8 % 122,400 92,758 32.0 %
Intersegment eliminations (1)
(563) - * (1,688) - *
Total revenues $ 640,178 $ 598,345 7.0 % $ 1,859,290 $ 1,749,937 6.2 %
Adjusted operating profit (loss)
NYTG $ 101,543 $ 97,654 4.0 % $ 293,390 $ 262,911 11.6 %
The Athletic 2,638 (7,899) * (8,455) (27,016) (68.7) %
Total adjusted operating profit $ 104,181 $ 89,755 16.1 % $ 284,935 $ 235,895 20.8 %
Less:
Other components of net periodic benefit costs/(income) 1,050 (684) * 3,124 (2,053) *
Depreciation and amortization 20,622 21,475 (4.0) % 61,865 64,173 (3.6) %
Severance 329 3,086 (89.3) % 6,230 7,578 (17.8) %
Multiemployer pension plan withdrawal costs 1,883 1,397 34.8 % 4,792 3,936 21.7 %
Generative AI Litigation Costs 4,620 - * 7,592 - *
Impairment charges - 2,503 * - 15,239 *
Multiemployer pension plan liability adjustment - (2,273) * - (2,273) *
Add:
Interest income and other, net 9,366 5,736 63.3 % 26,449 13,426 97.0 %
Income before income taxes $ 85,043 $ 69,987 21.5 % $ 227,781 $ 162,721 40.0 %
(1)Intersegment eliminations ("I/E") related to content licensing.
* Represents a change equal to or in excess of 100% or not meaningful.
21
THE NEW YORK TIMES COMPANY
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Revenues detail by segment
For the Quarters Ended For the Nine Months Ended
(In thousands) September 30, 2024 September 30, 2023 % Change September 30, 2024 September 30, 2023 % Change
NYTG
Subscription $ 422,192 $ 392,937 7.4 % $ 1,233,577 $ 1,152,130 7.1 %
Advertising 109,324 108,672 0.6 % 319,416 323,091 (1.1) %
Other 64,512 62,294 3.6 % 185,585 181,958 2.0 %
Total $ 596,028 $ 563,903 5.7 % $ 1,738,578 $ 1,657,179 4.9 %
The Athletic
Subscription $ 31,135 $ 25,640 21.4 % $ 88,077 $ 73,579 19.7 %
Advertising 9,046 8,441 7.2 % 21,828 18,033 21.0 %
Other 4,532 361 * 12,495 1,146 *
Total $ 44,713 $ 34,442 29.8 % $ 122,400 $ 92,758 32.0 %
I/E (1)
$ (563) $ - * $ (1,688) $ - *
The New York Times Company
Subscription $ 453,327 $ 418,577 8.3 % $ 1,321,654 $ 1,225,709 7.8 %
Advertising 118,370 117,113 1.1 % 341,244 341,124 -
Other 68,481 62,655 9.3 % 196,392 183,104 7.3 %
Total $ 640,178 $ 598,345 7.0 % $ 1,859,290 $ 1,749,937 6.2 %
(1)Intersegment eliminations ("I/E") related to content licensing recorded in Other revenues.
* Represents a change equal to or in excess of 100% or not meaningful.
NOTE 14. CONTINGENCIES
Legal Proceedings
We are involved in various legal actions incidental to our business that are now pending against us. These actions generally assert damages claims that are greatly in excess of the amount, if any, that we would be liable to pay if we lost or settled the cases. We record a liability for legal claims when a loss is probable and the amount can be reasonably estimated. Although the Company cannot predict the outcome of these matters, no amount of loss in excess of recorded amounts as ofSeptember 30, 2024, is believed to be reasonably possible.
On December 27, 2023, we filed a lawsuit against Microsoft and OpenAI in the United States District Court for the Southern District of New York, alleging copyright infringement, unfair competition, trademark dilution and violations of the Digital Millennium Copyright Act, related to their unlawful and unauthorized copying and use of our journalism and other content. We are seeking monetary relief, injunctive relief preventing Microsoft and OpenAI from continuing their unlawful, unfair and infringing conduct and other relief. We intend to vigorously pursue all of our legal remedies in this litigation, but there is no guarantee that we will be successful in our efforts.
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Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations
EXECUTIVE OVERVIEW
We are a global media organization focused on creating and distributing high-quality news and information that helps our audience understand and engage with the world. We believe that our original, independent and high-quality reporting, storytelling, expertise and journalistic excellence set us apart from other news organizations and are at the heart of what makes our journalism worth paying for.
We generate revenues principally from the sale of subscriptions and advertising. Subscription revenues consist of revenues from standalone and multiproduct bundle subscriptions to our digital products and subscriptions to and single-copy and bulk sales of our print products. Advertising revenue is derived from the sale of our advertising products and services. Other revenues primarily consist of revenues from licensing, Wirecutter affiliate referrals, commercial printing, the leasing of floors in the New York headquarters building located at 620 Eighth Avenue, New York, New York (the "Company Headquarters"), our live events business, books, television and film, retail commerce and our student subscription sponsorship program.
Our main operating costs are employee-related costs.
In the accompanying analysis of financial information, we present certain information derived from our 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. In addition, we present our free cash flow, defined as net cash provided by operating activities less capital expenditures. 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 first nine months of 2024 includes an additional day compared with the first nine months of 2023 as a result of 2024 being a leap year.
The Company has two reportable segments: The New York Times Group ("NYTG") and The Athletic.
Financial Highlights
•The Company added approximately 260,000 net digital-only subscribers compared with the end of the second quarter of 2024, driven largely by bundle and multiproduct subscriber additions as well as other single products subscriber additions. The Company ended the third quarter of 2024 with approximately 11.09 million subscribers to its print and digital products, including approximately 10.47 million digital-only subscribers. Of the 10.47 million digital-only subscribers, approximately 5.12 million were bundle and multiproduct subscribers. Compared with the end of the third quarter of 2023, there was a net increase of 1,060,000 digital-only subscribers.
•Total digital-only average revenue per user ("ARPU") increased 1.8% year-over-year to $9.45 driven primarily by subscribers graduating from promotional to higher prices and price increases on tenured non-bundled subscribers.
•Operating profit increased 20.7% to $76.7 million in the third quarter of 2024 from $63.6 million in the third quarter of 2023. Adjusted operating profit ("AOP"), defined as operating profit before depreciation, amortization, severance, multiemployer pension plan withdrawal costs and special items (a non-GAAP measure discussed below under "Non-GAAP Financial Measures") increased 16.1% to $104.2 million in the third quarter of 2024 from $89.8 million in the third quarter of 2023. Operating profit margin (operating profit expressed as a percentage of revenues) increased to 12.0% in the third quarter of 2024, compared with 10.6% in the third quarter of 2023. Adjusted operating profit margin, defined as adjusted operating profit expressed as a percentage of revenues (a non-GAAP measure discussed below under "Non-GAAP Financial Measures"), increased to 16.3% in the third quarter of 2024, compared with 15.0% in the third quarter of 2023.
•Total revenues increased 7.0% to $640.2 million in the third quarter of 2024 from $598.3 million in the third quarter of 2023.
•Total subscription revenues increased 8.3% to $453.3 million in the third quarter of 2024 from $418.6 million in the third quarter of 2023. Digital-only subscription revenues increased 14.2% to $322.2 million in the third quarter of 2024 from $282.2 million in the third quarter of 2023.
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•Total advertising revenues increased 1.1% to $118.4 million in the third quarter of 2024 from $117.1 million in the third quarter of 2023, due to an increase of 8.8% in digital advertising revenues, partially offset by a decrease of 12.6% in print advertising revenues.
•Other revenue increased 9.3% to $68.5 million in the third quarter of 2024 from $62.7 million in the third quarter of 2023, as a result of higher Wirecutter affiliate referral revenues and higher licensing revenues.
•Operating costs increased 5.4% to $563.5 million in the third quarter of 2024 from $534.8 million in the third quarter of 2023. Adjusted operating costs, defined as operating costs before depreciation, amortization, severance, multiemployer pension plan withdrawal costs and special items (a non-GAAP measure discussed below under "Non-GAAP Financial Measures"), increased 5.4% to $536.0 million in the third quarter of 2024 from $508.6 million in the third quarter of 2023.
•Diluted earnings per share were $0.39 and $0.32 for the third quarters of 2024 and 2023, respectively. Adjusted diluted earnings per share, defined as diluted earnings per share excluding amortization of acquired intangible assets, severance, non-operating retirement costs and special items (a non-GAAP measure discussed below under "Non-GAAP Financial Measures"), were $0.45 and $0.37 for the third quarters of 2024 and 2023, respectively.
Industry Trends, Economic Conditions, Challenges and Risks
We operate in a highly competitive environment that is subject to rapid change. Companies shaping our competitive environment include content providers and distributors, as well as news aggregators, search engines, social media platforms and emerging products and tools powered by generative artificial intelligence. Competition among these companies is robust, and new competitors can quickly emerge. We have designed our strategy to navigate the challenges and take advantage of opportunities presented by this period of transformation in our industry.
We and the companies with which we do business are subject to risks and uncertainties caused by factors beyond our control, including economic, geopolitical and public health conditions. These include economic weakness, instability, uncertainty and volatility, including the potential for a recession; a competitive labor market and evolving workforce expectations, including for unionized employees; inflation; supply chain disruptions; rising interest rates; and political and sociopolitical uncertainties and conflicts. These factors may result in declines and/or volatility in our results.
We believe the macroeconomic environment has had and may in the future have an adverse impact on both digital and print advertising spending. Additionally, we believe that there may be marketer sensitivity to some news topics, impacting overall advertising spend.
On November 4, a union representing certain of our technology employees commenced a work stoppage. Contract negotiations are ongoing. We are closely monitoring any impact to our business and we have prepared for a range of scenarios. Any effects on our business, operations and results will depend on future developments.
The media industry has transitioned from being primarily print focused to digital, resulting in secular declines in both print subscription and print advertising revenues, and we do not expect this trend to reverse. Our printing and distribution costs have been impacted as a result of this transition, and may be further impacted in the future by higher costs including those associated with raw materials, delivery and distribution and outside printing. We actively monitor industry trends, economic conditions, challenges and risks to remain flexible and to optimize and evolve our business as appropriate; however, the full impact they will have on our business, operations and financial results is uncertain and will depend on numerous factors and future developments. The risks related to our business are further described in the section titled "Item 1A - Risk Factors" in our Annual Report on Form 10-K for the year ended December 31, 2023.
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RESULTS OF OPERATIONS
The following table presents our consolidated financial results:
For the Quarters Ended For the Nine Months Ended
(In thousands) September 30, 2024 September 30, 2023 % Change September 30, 2024 September 30, 2023 % Change
Revenues
Subscription $ 453,327 $ 418,577 8.3 % $ 1,321,654 $ 1,225,709 7.8 %
Advertising 118,370 117,113 1.1 % 341,244 341,124 -
Other 68,481 62,655 9.3 % 196,392 183,104 7.3 %
Total revenues
640,178 598,345 7.0 % 1,859,290 1,749,937 6.2 %
Operating costs
Cost of revenue (excluding depreciation and amortization) 331,839 311,135 6.7 % 971,480 927,910 4.7 %
Sales and marketing 69,131 62,635 10.4 % 195,568 191,910 1.9 %
Product development 61,030 57,433 6.3 % 186,435 170,542 9.3 %
General and administrative 76,209 81,870 (6.9) % 231,894 235,194 (1.4) %
Depreciation and amortization 20,622 21,475 (4.0) % 61,865 64,173 (3.6) %
Generative AI Litigation Costs 4,620 - * 7,592 - *
Impairment charges - 2,503 * - 15,239 *
Multiemployer pension plan liability adjustment - (2,273) * - (2,273) *
Total operating costs 563,451 534,778 5.4 % 1,654,834 1,602,695 3.3 %
Operating profit 76,727 63,567 20.7 % 204,456 147,242 38.9 %
Other components of net periodic benefit (costs)/income (1,050) 684 * (3,124) 2,053 *
Interest income and other, net 9,366 5,736 63.3 % 26,449 13,426 97.0 %
Income before income taxes 85,043 69,987 21.5 % 227,781 162,721 40.0 %
Income tax expense 20,900 16,372 27.7 % 57,681 40,211 43.4 %
Net income $ 64,143 $ 53,615 19.6 % $ 170,100 $ 122,510 38.8 %
* Represents a change equal to or in excess of 100% or not meaningful.
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Revenues
Subscription Revenues
Subscription revenues consist of revenues from subscriptions to our digital and print products (which include our news product, as well as The Athletic and our Cooking, Games and Wirecutter products), and single-copy and bulk sales of our print products (which represent less than 5% of these revenues). Subscription revenues are based on both the number of digital-only subscriptions and copies of the printed newspaper sold, and the rates charged to the respective customers.
We offer a digital-only bundle that includes access to our digital news product (which includes our news website, NYTimes.com, and mobile and Audio applications), as well as The Athletic and our Cooking, Games and Wirecutter products. Our subscriptions also include standalone digital subscriptions to our digital news product, as well as to The Athletic, and to our Cooking, Games and Wirecutter products.
Subscription revenues increased $34.8 million, or 8.3%, in the third quarter of 2024 compared with the same prior-year period, due to an increase in digital-only subscription revenues of $40.0 million, or 14.2%, partially offset by a decrease in print subscription revenues of $5.2 million, or 3.8%. Digital-only subscription revenues increased primarily due to an increase in bundle and multiproduct revenues of $53.1 million and an increase in other single-product subscription revenues of $8.4 million, partially offset by a decrease in news-only subscription revenues of $21.5 million. Bundle and multiproduct average digital-only subscribers increased 1,440,000, or 40.8%, while bundle and multiproduct ARPU decreased $0.46, or 3.6%. Other single-product average digital-only subscribers increased 630,000, or 24.6%, while other single-product ARPU increased $0.11, or 3.2%. News-only average digital-only subscribers decreased 970,000, or 30.5%, while news-only ARPU increased $1.43, or 14.2%. In calculating average digital-only subscribers for our subscriber categories, we use the monthly average number of digital-only subscribers (calculated as the sum of the number of subscribers in each category at the beginning and end of the month, divided by two). Print subscription revenue decreased primarily due to a decrease in home-delivery subscription revenue, which was driven by a lower number of average print subscribers, reflecting secular trends, partially offset by an increase in domestic home-delivery prices.
Subscription revenues increased $95.9 million, or 7.8%, in the first nine months of 2024 compared with the same prior-year period, due to an increase in digital-only subscription revenues of $108.9 million, or 13.4%, partially offset by a decrease in print subscription revenues of $13.0 million, or 3.1%. Digital-only subscription revenues increased primarily due to an increase in bundle and multiproduct revenues of $141.5 million and an increase in other single-product subscription revenues of $18.9 million, partially offset by a decrease in news-only subscription revenues of $51.5 million. Bundle and multiproduct average digital-only subscribers increased 1,550,000, or 49.6%, while bundle and multiproduct ARPU decreased $1.40, or 10.4%. Other single-product average digital-only subscribers increased 500,000, or 20.1%, while other single-product ARPU was relatively flat. News-only average digital-only subscribers decreased 1,060,000, or 30.7%, while news-only ARPU increased $1.88, or 20.2%. Print subscription revenue decreased primarily due to a decrease in home-delivery subscription revenue, which was driven by a lower number of average print subscribers, reflecting secular trends, partially offset by an increase in domestic home-delivery prices.
The following table summarizes digital and print subscription revenues for the third quarters and first nine months of 2024 and 2023:
For the Quarters Ended For the Nine Months Ended
(In thousands) September 30, 2024 September 30, 2023 % Change September 30, 2024 September 30, 2023 % Change
Digital-only subscription revenues (1)
$ 322,198 $ 282,228 14.2 % $ 919,677 $ 810,770 13.4 %
Print subscription revenues (2)
131,129 136,349 (3.8) % 401,977 414,939 (3.1) %
Total subscription revenues $ 453,327 $ 418,577 8.3 % $ 1,321,654 $ 1,225,709 7.8 %
(1)Includes revenue from bundled and standalone subscriptions to our news product, as well as to The Athletic and to our Cooking, Games and Wirecutter products.
(2)Includes domestic home-delivery subscriptions, which include access to our digital products. Also includes single-copy, NYT International and Other subscription revenues.
A subscriber is defined as a customer who has subscribed (and provided a valid method of payment) for the right to access one or more of the Company's products. The Company ended the third quarter of 2024 with approximately 11.09 million subscribers to its print and digital products, including approximately 10.47 million digital-only subscribers.
Compared with the end of the second quarter of 2024, there was a net increase of 260,000 digital-only subscribers. Compared with the end of the third quarter of 2023, there was a net increase of 1,060,000 digital-only subscribers.
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Print domestic home-delivery subscribers totaled approximately 620,000 at the end of the third quarter of 2024, a net decrease of 10,000 subscribers compared with the end of the second quarter of 2024 and a net decrease of 60,000 subscribers compared with the end of the third quarter of 2023. Subscribers with a domestic home-delivery print subscription to The New York Times, which includes access to our digital products, are excluded from digital-only subscribers.
We report three mutually exclusive digital-only subscriber categories: bundle and multiproduct, news-only and other single-product, which collectively sum to total digital-only subscribers, as well as the average revenue per user for each of these categories.
The following table sets forth subscribers as of the end of the five most recent fiscal quarters:
For the Quarters Ended
(In thousands) September 30, 2024 June 30, 2024 March 31, 2024 December 31, 2023 September 30, 2023
Digital-only subscribers:
Bundle and multiproduct (1)(2)
5,120 4,830 4,550 4,220 3,790
News-only (2)(3)
2,110 2,290 2,500 2,740 3,020
Other single-product (2)(4)
3,240 3,100 2,860 2,740 2,600
Total digital-only subscribers (2)(5)
10,470 10,210 9,910 9,700 9,410
Print subscribers (6)
620 630 640 660 670
Total subscribers 11,090 10,840 10,550 10,360 10,080
(1)Subscribers with a bundle subscription or standalone digital-only subscriptions to two or more of the Company's products.
(2)Includes group corporate and group education subscriptions, which collectively represented approximately 6% of total digital-only subscribers as of the end of the third quarter of 2024. The number of group subscribers is derived using the value of the relevant contract and a discounted subscription rate.
(3)Subscribers with only a digital-only news product subscription.
(4)Subscribers with only one digital-only subscription to The Athletic or to our Cooking, Games or Wirecutter products.
(5)Subscribers with digital-only subscriptions to one or more of our news product, The Athletic, or our Cooking, Games and Wirecutter products.
(6)Subscribers with a domestic home-delivery or mail print subscription to The New York Times, which includes access to our digital products, or a print subscription to our Book Review or Large Type Weekly products.
The sum of individual metrics may not always equal total amounts indicated due to rounding. Subscribers (including net subscriber additions) are rounded to the nearest ten thousand.
The following table sets forth the subset of subscribers above who have a paid digital-only standalone subscription or a bundle subscription that includes the ability to access The Athletic as of the end of the five most recent fiscal quarters. The Company plans to discontinue reporting this metric after the fourth quarter of 2024. Digital-only subscribers with The Athletic will continue to be included in our reported bundle and multiproduct and other single-product subscriber categories.
For the Quarters Ended
September 30, 2024 June 30, 2024 March 31, 2024 December 31, 2023 September 30, 2023
Digital-only subscribers with The Athletic(1)(2)
5,540 5,280 4,990 4,650 4,180
(1)We provide all bundle subscribers with the ability to access The Athletic and all bundle subscribers are included in this metric.
(2)Subscribers (including net subscriber additions) are rounded to the nearest ten thousand.
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"Average revenue per user" or "ARPU," a metric we calculate to track the revenue generation of our digital subscriber base, represents the average revenue per digital subscriber over a 28-day billing cycle during the applicable quarter. The following table sets forth ARPU metrics relating to the above digital-only subscriber categories for the five most recent fiscal quarters:
For the Quarters Ended
September 30, 2024 June 30, 2024 March 31, 2024 December 31, 2023 September 30, 2023
Digital-only ARPU:
Bundle and multiproduct $ 12.35 $ 11.96 $ 11.79 $ 12.13 $ 12.81
News-only $ 11.48 $ 11.26 $ 10.88 $ 10.38 $ 10.05
Other single-product
$ 3.59 $ 3.65 $ 3.59 $ 3.56 $ 3.48
Total digital-only ARPU $ 9.45 $ 9.34 $ 9.21 $ 9.24 $ 9.28
ARPU metrics are calculated by dividing the digital subscription revenue in the quarter by the average number of digital-only subscribers divided by the number of days in the quarter multiplied by 28 to reflect a 28-day billing cycle. In calculating ARPU metrics, for our subscriber categories (Bundle and multiproduct, News-only and Other single-product), we use the monthly average number of digital-only subscribers (calculated as the sum of the number of subscribers in each category at the beginning and end of the month, divided by two) and for Total digital-only ARPU, we use the daily average number of digital-only subscribers.
Total digital-only ARPU was $9.45 for the third quarter of 2024, an increase of 1.8% compared with the third quarter of 2023. The year-over-year increase was driven primarily by subscribers graduating from promotional to higher prices and price increases on tenured non-bundled subscribers.
Advertising Revenues
Advertising revenue is principally from advertisers (such as technology, financial and luxury goods companies) promoting products, services or brands on digital platforms in the form of display ads, audio and video ads, in print in the form of column-inch ads and at live events. Advertising revenue is primarily derived from offerings sold directly to marketers by our advertising sales teams. A smaller proportion of our total advertising revenues is generated through open-market programmatic auctions run by third-party ad exchanges. Advertising revenue is primarily determined by the volume (e.g., impressions or column inches), rate and mix of advertisements. Digital advertising includes our core digital advertising business and other digital advertising. Our core digital advertising business includes direct-sold website, mobile application, podcast, email and video advertisements (including direct-sold programmatic advertising). Direct-sold display advertising, a component of core digital advertising, includes offerings on websites and mobile applications sold directly to marketers by our advertising sales teams. Other digital advertising includes open-market programmatic advertising and creative services fees. NYTG has revenue from all categories discussed above. The Athletic has revenue from direct-sold display advertising, podcast, email and video advertisements (including direct-sold programmatic advertising) and open-market programmatic advertising. Print advertising includes revenue from column-inch ads and classified advertising, as well as preprinted advertising, also known as freestanding inserts. There is no print advertising revenue generated from The Athletic, which does not have a print product.
The following table summarizes digital and print advertising revenues for the third quarters and first nine months of 2024 and 2023:
For the Quarters Ended For the Nine Months Ended
(In thousands) September 30, 2024 September 30, 2023 % Change September 30, 2024 September 30, 2023 % Change
Advertising revenues:
Digital $ 81,564 $ 75,001 8.8 % $ 224,166 $ 210,076 6.7 %
Print 36,806 42,112 (12.6) % 117,078 131,048 (10.7) %
Total advertising $ 118,370 $ 117,113 1.1 % $ 341,244 $ 341,124 -
Digital advertising revenues, which represented 68.9% of total advertising revenues in the third quarter of 2024, increased $6.6 million, or 8.8%, to $81.6 million compared with $75.0 million in the same prior-year period. The increase was primarily a result of higher other digital revenues of $5.2 million and higher core digital advertising of $1.4 million. Other digital advertising revenues increased primarily due to an increase in open-market programmatic revenues largely driven by new advertising supply across our products. Open-market programmatic impressions increased 70%, while the average rate decreased 19%. Core digital advertising revenues increased due to an increase in direct-sold display advertising revenues and revenues from email newsletters. Direct-sold display impressions increased 14%, while the average rate decreased 5%.
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Digital advertising revenues, which represented 65.7% of total advertising revenues in the first nine months of 2024, increased $14.1 million, or 6.7%, to $224.2 million compared with $210.1 million in the same prior-year period. The increase was primarily a result of higher other digital revenues of $9.5 million and higher revenues in core digital advertising of $4.6 million. Other digital advertising revenues increased primarily due to an increase in open-market programmatic revenues largely driven by new advertising supply across our products and an increase in creative services as a result of more custom advertising campaigns in 2024. Open-market programmatic impressions increased 50%, while the average rate decreased 21%. Core digital advertising revenues increased due to an increase in direct-sold display advertising revenues. Direct-sold display impressions increased 12%, while the average rate decreased 6%.
Print advertising revenues, which represented 31.1% of total advertising revenues in the third quarter of 2024, decreased $5.3 million, or 12.6%, to $36.8 million compared with $42.1 million in the same prior-year period. The decrease in the third quarter of 2024 was primarily due to a 13.8% decrease in column-inches. Print advertising revenues in 2024 continue to be impacted by secular trends.
Print advertising revenues, which represented 34.3% of total advertising revenues in the first nine months of 2024, decreased $13.9 million, or 10.7%, to $117.1 million compared with $131.0 million in the same prior-year period. The decrease in the first nine months was primarily due to a 10.0% decrease in column-inches. Print advertising revenues in 2024 continue to be impacted by secular trends.
We believe that there may be marketer sensitivity to some news topics, impacting overall advertising spend.
Other Revenues
Other revenues primarily consist of revenues from licensing, Wirecutter affiliate referrals, commercial printing, the leasing of floors in the Company Headquarters, our live events business, books, television and film, retail commerce and our student subscription sponsorship program.
Other revenues increased $5.8 million, or 9.3% in the third quarter of 2024 compared with the same prior-year period, primarily as a result of growth in Wirecutter affiliate referral revenues of $3.2 million, as well as higher content licensing revenues of $1.7 million, primarily related to an Apple licensing deal, partially offset by lower revenues from a Google commercial agreement.
Other revenues increased $13.3 million, or 7.3% in the first nine months of 2024 compared with the same prior-year period, primarily as a result of growth in Wirecutter affiliate referral revenues of $10.0 million, as well as higher content licensing revenues of $9.3 million, primarily related to an Apple licensing deal, partially offset by lower books, television and film revenues of $7.5 million.
Digital other revenues, which consist primarily of Wirecutter affiliate referral revenue and digital licensing revenues, totaled $43.6 million and $37.2 million in the third quarters of 2024 and 2023, respectively, and $121.6 million and $101.3 million in the first nine months of 2024 and 2023, respectively.
Building rental revenue from the leasing of floors in the Company Headquarters totaled $6.6 million and $6.8 million in the third quarters of 2024 and 2023, respectively, and $19.9 million and $20.5 million in the first nine months of 2024 and 2023, respectively.
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Operating Costs
Operating costs were as follows:
For the Quarters Ended For the Nine Months Ended
(In thousands) September 30, 2024 September 30, 2023 % Change September 30, 2024 September 30, 2023 % Change
Operating costs:
Cost of revenue (excluding depreciation and amortization) $ 331,839 $ 311,135 6.7 % $ 971,480 $ 927,910 4.7 %
Sales and marketing 69,131 62,635 10.4 % 195,568 191,910 1.9 %
Product development 61,030 57,433 6.3 % 186,435 170,542 9.3 %
General and administrative 76,209 81,870 (6.9) % 231,894 235,194 (1.4) %
Depreciation and amortization 20,622 21,475 (4.0) % 61,865 64,173 (3.6) %
Generative AI Litigation Costs 4,620 - * 7,592 - *
Impairment charges - 2,503 * - 15,239 *
Multiemployer pension plan liability adjustment - (2,273) * - (2,273) *
Total operating costs $ 563,451 $ 534,778 5.4 % $ 1,654,834 $ 1,602,695 3.3 %
Cost of Revenue (excluding depreciation and amortization)
Cost of revenue includes all costs related to content creation, subscriber and advertiser servicing, and print production and distribution as well as infrastructure costs related to delivering digital content, which include all cloud and cloud-related costs as well as compensation for employees that enhance and maintain that infrastructure.
Cost of revenue in the third quarter of 2024 increased $20.7 million, or 6.7%, compared with the same prior-year period. The increase was largely due to higher journalism costs of $14.5 million, higher subscriber servicing costs of $3.9 million, higher digital content delivery costs of $2.6 million and higher advertising servicing costs of $1.4 million, partially offset by lower print production and distribution costs of $1.7 million. The increase in journalism costs was largely due to higher compensation and benefits, which was driven by merit increases in compensation, growth in the number of employees who work in our newsrooms, the timing of benefits accruals and higher incentive compensation. The increase in subscriber servicing costs was largely due to higher third-party commissions due to an increase in subscriptions and higher compensation and benefits and incentive compensation, partially offset by lower customer care costs. The increase in digital content delivery costs was largely due to higher cloud computing costs. The increase in advertising servicing costs was largely due to an increase in costs to fulfill advertising contracts and higher creative services fees. The decrease in print production and distribution costs was primarily due to lower newsprint pricing and fewer print copies produced.
Cost of revenue in the first nine months of 2024 increased $43.6 million, or 4.7%, compared with the same prior-year period. The increase was largely due to higher journalism costs of $36.3 million, higher advertising servicing costs of $4.8 million, higher subscriber servicing costs of $3.8 million and higher digital content delivery of $3.8 million, partially offset by lower print production and distribution costs of $5.1 million. The increase in journalism costs was largely due to higher compensation and benefits, which was driven by merit increases in compensation, growth in the number of employees who work in our newsrooms, the timing of benefits accruals and higher incentive compensation, partially offset by lower content creation costs as a result of fewer television episodes in 2024. The increase in advertising servicing costs was largely due to an increase in costs to fulfill advertising contracts and higher creative services fees. The increase in subscriber servicing was largely due to higher commissions and higher credit card processing fees due to an increase in subscriptions, partially offset by lower customer care costs. The increase in digital content delivery costs was largely due to higher cloud related costs and higher compensation and benefits driven by higher incentive compensation. The decrease in print production and distribution costs was primarily due to lower newsprint pricing and fewer print copies produced as well as lower benefit costs, partially offset by higher distribution and outside printing costs.
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Sales and Marketing
Sales and marketing includes costs related to the Company's subscription and brand marketing efforts as well as advertising sales costs.
Sales and marketing costs in the third quarter of 2024 increased $6.5 million, or 10.4%, compared with the same prior-year period. The increase was due to higher marketing costs of $5.0 million and higher sales costs of $1.5 million. The increase in marketing costs was primarily due to higher subscriber acquisition spending. The increase in sales costs was primarily due to higher compensation and benefits largely driven by growth in the number of employees.
Sales and marketing costs in the first nine months of 2024 increased $3.7 million, or 1.9%, compared with the same prior-year period. The increase was due to higher sales costs of $6.3 million, partially offset by lower marketing costs of $2.6 million. The increase in sales costs was primarily due to higher compensation and benefits largely driven by growth in the number of employees. The decrease in marketing costs was primarily due to lower compensation and benefits costs driven by fewer employees.
Media expenses, a component of sales and marketing costs that represents the cost to promote our subscription business, increased 33.8% to $35.0 million in the third quarter of 2024 from $26.1 million in the third quarter of 2023, and increased 7.5% to $92.4 million in the first nine months of 2024 from $85.9 million in the first nine months of 2023. The increase in the third quarter of 2024 was largely a result of higher subscriber acquisition spending. The increase in the first nine months of 2024 was largely a result of higher subscriber acquisition spending, partially offset by lower brand spend.
Product Development
Product development includes costs associated with the Company's investment in developing and enhancing new and existing product technology, including engineering, product development and data insights. All product development costs are technology costs.
Product development costs in the third quarter of 2024 increased $3.6 million, or 6.3%, compared with the same prior-year period. The increase in the third quarter of 2024 was largely due to higher compensation and benefits expenses of $2.4 million driven by the timing of benefits accruals, incentive compensation and growth in the number of employees, as well as higher outside services costs of $0.8 million.
Product development costs in the first nine months of 2024 increased $15.9 million, or 9.3%, compared with the same prior-year period. The increase in the first nine months of 2024 was largely due to higher compensation and benefits expenses of $11.3 million driven by incentive compensation, merit increases and the timing of benefits accruals, as well as higher outside services costs of $2.6 million.
General and Administrative Costs
General and administrative costs include general management, corporate enterprise technology, building operations, unallocated overhead costs, severance and multiemployer pension plan withdrawal costs.
General and administrative costs in the third quarter of 2024 decreased $5.7 million, or 6.9%, compared with the same prior-year period. The decrease was primarily due to lower severance expense of $2.8 million, lower outside services costs of $2.1 million and lower other expenses of $1.2 million primarily driven by a prior-year period increase in our contingent consideration liability.
General and administrative costs in the first nine months of 2024 decreased $3.3 million, or 1.4%, compared with the same prior-year period. The decrease was primarily due to lower building operations and maintenance expenses of $3.0 million, lower severance expense of $1.3 million and lower outside services costs of $1.2 million, partially offset by higher compensation and benefits of $2.2 million driven by incentive compensation.
Depreciation and Amortization
Depreciation and amortization costs in the third quarter and first nine months of 2024 decreased $0.9 million, or 4.0%, and $2.3 million, or 3.6%, compared with the same prior-year periods. The decrease in both periods was primarily due to lower amortization as a result of fully amortized intangible assets in 2024.
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Generative AI Litigation Costs
In the third quarter and first nine months of 2024, the Company recorded $4.6 million and $7.6 million, respectively, of pre-tax litigation-related costs in connection with a lawsuit against Microsoft Corporation and Open AI Inc. and various of its corporate affiliates alleging unlawful and unauthorized copying and use of the Company's journalism and other content in connection with their development of generative artificial intelligence products ("Generative AI Litigation Costs"). Management determined to report Generative AI Litigation Costs as a special item beginning in the first quarter of 2024 because, unlike other litigation expenses, the Generative AI Litigation Costs arise from a discrete, complex and unusual proceeding and do not, in management's view, reflect the Company's ongoing business operational performance. See Note 14 of the Notes to the Condensed Consolidated Financial Statements for additional information.
Impairment Charges
There were no impairment charges in the third quarter or first nine months of 2024.
In the third quarter of 2023, the Company recorded a $2.5 million impairment charge related to an indefinite-lived intangible asset.
In the second quarter of 2023, the Company recorded a $12.7 million impairment charge related to excess leased office space that is being marketed for sublet.
Multiemployer Pension Plan Liability Adjustment
In the third quarter of 2023, the Company recorded a favorable adjustment related to a reduction in its multiemployer pension plan liability of $2.3 million.
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Segment Information
We have two reportable segments: NYTG and The Athletic. Management uses adjusted operating profit (loss) by segment in assessing performance and allocating resources. The Company includes in its presentation revenues and adjusted operating costs to arrive at adjusted operating profit (loss) by segment. Adjusted operating costs are defined as operating costs before depreciation and amortization, severance, multiemployer pension plan withdrawal costs and special items. Adjusted operating profit is defined as operating profit before depreciation and amortization, severance, multiemployer pension plan withdrawal costs and special items. Adjusted operating profit expressed as a percentage of revenues is referred to as adjusted operating profit margin.
Subscription revenues from and expenses associated with our bundle are allocated to NYTG and The Athletic.
We allocate 10% of bundle revenues to The Athletic based on management's view of The Athletic's relative value to the bundle, which is derived based on analysis of various metrics, and allocate the remaining bundle revenues to NYTG.
We allocate 10% of product development, marketing and subscriber servicing expenses (including direct variable expenses such as credit card fees, third party fees and sales taxes) associated with the bundle to The Athletic, and the remaining costs are allocated to NYTG, in each case, in line with the revenues allocations.
For the Quarters Ended For the Nine Months Ended
(In thousands) September 30, 2024 September 30, 2023 % Change September 30, 2024 September 30, 2023 % Change
Revenues
NYTG $ 596,028 $ 563,903 5.7 % $ 1,738,578 $ 1,657,179 4.9 %
The Athletic 44,713 34,442 29.8 % 122,400 92,758 32.0 %
Intersegment eliminations (1)
(563) - * (1,688) - *
Total revenues $ 640,178 $ 598,345 7.0 % $ 1,859,290 $ 1,749,937 6.2 %
Adjusted operating costs
NYTG $ 494,485 $ 466,249 6.1 % $ 1,445,188 $ 1,394,268 3.7 %
The Athletic 42,075 42,341 (0.6) % 130,855 119,774 9.3 %
Intersegment eliminations (1)
(563) - * (1,688) - *
Total adjusted operating costs $ 535,997 $ 508,590 5.4 % $ 1,574,355 $ 1,514,042 4.0 %
Adjusted operating profit (loss)
NYTG $ 101,543 $ 97,654 4.0 % $ 293,390 $ 262,911 11.6 %
The Athletic 2,638 (7,899) * (8,455) (27,016) (68.7) %
Total adjusted operating profit $ 104,181 $ 89,755 16.1 % $ 284,935 $ 235,895 20.8 %
AOP margin % - NYTG 17.0 % 17.3 % (30) bps 16.9 % 15.9 % 100 bps
(1)Intersegment eliminations ("I/E") related to content licensing.
* Represents a change equal to or in excess of 100% or not meaningful.
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Revenues detail by segment
For the Quarters Ended For the Nine Months Ended
(In thousands) September 30, 2024 September 30, 2023 % Change September 30, 2024 September 30, 2023 % Change
NYTG
Subscription $ 422,192 $ 392,937 7.4 % $ 1,233,577 $ 1,152,130 7.1 %
Advertising 109,324 108,672 0.6 % 319,416 323,091 (1.1) %
Other 64,512 62,294 3.6 % 185,585 181,958 2.0 %
Total $ 596,028 $ 563,903 5.7 % $ 1,738,578 $ 1,657,179 4.9 %
The Athletic
Subscription $ 31,135 $ 25,640 21.4 % $ 88,077 $ 73,579 19.7 %
Advertising 9,046 8,441 7.2 % 21,828 18,033 21.0 %
Other 4,532 361 * 12,495 1,146 *
Total $ 44,713 $ 34,442 29.8 % $ 122,400 $ 92,758 32.0 %
I/E (1)
$ (563) $ - * $ (1,688) $ - *
The New York Times Company
Subscription $ 453,327 $ 418,577 8.3 % $ 1,321,654 $ 1,225,709 7.8 %
Advertising 118,370 117,113 1.1 % 341,244 341,124 -
Other 68,481 62,655 9.3 % 196,392 183,104 7.3 %
Total $ 640,178 $ 598,345 7.0 % $ 1,859,290 $ 1,749,937 6.2 %
(1)Intersegment eliminations ("I/E") related to content licensing recorded in Other revenues.
* Represents a change equal to or in excess of 100% or not meaningful.
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Adjusted operating costs (operating costs before depreciation and amortization, severance, multiemployer pension plan withdrawal costs and special items) details by segment
For the Quarters Ended For the Nine Months Ended
(In thousands) September 30, 2024 September 30, 2023 % Change September 30, 2024 September 30, 2023 % Change
NYTG
Cost of revenue (excluding depreciation and amortization) $ 306,431 $ 288,228 6.3 % $ 897,306 $ 860,340 4.3 %
Sales and marketing 63,442 51,956 22.1 % 173,380 165,135 5.0 %
Product development 52,672 50,930 3.4 % 161,116 151,810 6.1 %
Adjusted general and administrative (1)
71,940 75,135 (4.3) % 213,386 216,983 (1.7) %
Total $ 494,485 $ 466,249 6.1 % $ 1,445,188 $ 1,394,268 3.7 %
The Athletic
Cost of revenue (excluding depreciation and amortization) $ 25,971 $ 22,907 13.4 % $ 75,862 $ 67,570 12.3 %
Sales and marketing 5,689 10,679 (46.7) % 22,188 26,775 (17.1) %
Product development 8,358 6,503 28.5 % 25,319 18,732 35.2 %
Adjusted general and administrative (2)
2,057 2,252 (8.7) % 7,486 6,697 11.8 %
Total $ 42,075 $ 42,341 (0.6) % $ 130,855 $ 119,774 9.3 %
I/E (3)
$ (563) $ - * $ (1,688) $ - *
The New York Times Company
Cost of revenue (excluding depreciation and amortization) $ 331,839 $ 311,135 6.7 % $ 971,480 $ 927,910 4.7 %
Sales and marketing 69,131 62,635 10.4 % 195,568 191,910 1.9 %
Product development 61,030 57,433 6.3 % 186,435 170,542 9.3 %
Adjusted general and administrative 73,997 77,387 (4.4) % 220,872 223,680 (1.3) %
Total $ 535,997 $ 508,590 5.4 % $ 1,574,355 $ 1,514,042 4.0 %
(1)Excludes severance of $5.5 million for the first nine months of 2024. There were no severance costs for the third quarter of 2024. Excludes multiemployer pension withdrawal costs of $1.9 million and $4.8 million for the third quarter and first nine months of 2024, respectively. Excludes severance of $3.1 million and $6.4 million for the third quarter and first nine months of 2023. Excludes multiemployer pension withdrawal costs of $1.4 million and $3.9 million for the third quarter and first nine months of 2023, respectively.
(2)Excludes severance of $0.3 million and $0.8 million for the third quarter and first nine months of 2024, respectively. Excludes severance of $1.2 million for the first nine months of 2023. There were no severance costs for the third quarter of 2023.
(3)Intersegment eliminations ("I/E") related to content licensing recorded in Cost of revenue (excluding depreciation and amortization).
* Represents a change equal to or in excess of 100% or not meaningful.
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The New York Times Group
NYTG revenues increased 5.7% in the third quarter of 2024 to $596.0 million from $563.9 million in the third quarter of 2023 and increased 4.9% in the first nine months of 2024 to $1,738.6 million from $1,657.2 million in the first nine months of 2023. Subscription revenues increased 7.4% in the third quarter of 2024 to $422.2 million from $392.9 million in the third quarter of 2023 and increased 7.1% in first nine months of 2024 to $1,233.6 million from $1,152.1 million in the first nine months of 2023 due to growth in subscription revenues from digital-only products, partially offset by decreases in print subscription revenues. Advertising revenues increased 0.6% in the third quarter of 2024 to $109.3 million from $108.7 million in the third quarter of 2023 due to higher digital advertising revenues, partially offset by declines in print advertising revenues. Print advertising decreased primarily as a result of a decrease in column-inches. Digital advertising revenues increased primarily as a result of higher revenues from programmatic advertising and creative services. Advertising revenues decreased 1.1% to $319.4 million from $323.1 million in the first nine months of 2024 due to declines in print advertising revenues, partially offset higher digital advertising revenues. Print advertising revenues decreased primarily as a result of a decrease in column-inches. Digital advertising revenues increased primarily as a result of higher revenues from programmatic advertising and creative services. Other revenues increased 3.6% in the third quarter of 2024 to $64.5 million from $62.3 million in the third quarter of 2023 due to higher Wirecutter affiliate referral revenues, partially offset by lower licensing revenues. Other revenues increased 2.0% in the first nine months of 2024 to $185.6 million from $182.0 million in the first nine months of 2023 due to higher Wirecutter affiliate referral revenues, partially offset by lower book, television and film revenues.
NYTG adjusted operating costs increased 6.1% in the third quarter of 2024 to $494.5 million from $466.2 million in the third quarter of 2023 and increased 3.7% in the first nine months of 2024 to $1,445.2 million from $1,394.3 million in the first nine months of 2023. The increase in costs in the third quarter of 2024 was primarily related to higher journalism and sales and marketing cost, partially offset by lower general and administrative costs. The increase in costs in the first nine months of 2024 was primarily related to higher journalism, subscriber and advertising servicing, product development and sales and marketing costs, partially offset by lower print production and distribution costs, as well as lower general and administrative costs.
NYTG adjusted operating profit increased 4.0% in the third quarter of 2024 to $101.5 million from $97.7 million in the third quarter of 2023 and increased 11.6% in the first nine months of 2024 to $293.4 million from $262.9 million in the first nine months of 2023. The increase in the third quarter and first nine months of 2024 was primarily as a result of higher digital subscription and digital advertising revenues, partially offset by higher adjusted operating costs and lower print advertising and print subscription revenues.
The Athletic
The Athletic revenues increased 29.8% in the third quarter of 2024 to $44.7 million from $34.4 million in the third quarter of 2023 and increased 32.0% in the first nine months of 2024 to $122.4 million from $92.8 million in the first nine months of 2023. Subscription revenues increased 21.4% in the third quarter of 2024 to $31.1 million from $25.6 million in the third quarter of 2023 and increased 19.7% in the first nine months of 2024 to $88.1 million from $73.6 million in the first nine months of 2023, primarily due to growth in digital-only subscribers with The Athletic. Other revenue increased in the third quarter of 2024 to $4.5 million from $0.4 million in the third quarter of 2023 and increased in the first nine months of 2024 to $12.5 million from $1.1 million in the first nine months of 2023, primarily due to an increase in licensing revenue from an Apple licensing deal. Advertising revenues increased 7.2% in the third quarter of 2024 to $9.0 million from $8.4 million in the third quarter of 2023 due to higher revenues from direct-sold display advertising. Advertising revenues increased 21.0% in the first nine months of 2024 to $21.8 million from $18.0 million in the first nine months of 2023, primarily due to higher revenues from direct-sold display advertising, partially offset by a decrease in podcast advertising.
The Athletic adjusted operating costs decreased 0.6% in the third quarter of 2024 to $42.1 million from $42.3 million in the third quarter of 2023 and increased 9.3% in the first nine months of 2024 to $130.9 million from $119.8 million in the first nine months of 2023. The decrease in costs in the third quarter of 2024 was primarily due to lower sales and marketing costs as some media spend was shifted to NYTG for bundle marketing, partially offset by higher journalism and product development costs. The increase in costs in the first nine months of 2024 was primarily related to higher product development and journalism costs, partially offset by lower sales and marketing costs as some media spend was shifted to NYTG for bundle marketing.
The Athletic adjusted operating profit increased in the third quarter of 2024 to $2.6 million from a loss of $7.9 million in the third quarter of 2023. The increase in the third quarter of 2024 is primarily due to higher subscription and other revenues. The Athletic adjusted operating loss decreased in the first nine months of 2024 to $8.5 million from $27.0 million in the first nine months of 2023. The decrease in the first nine months of 2024 is due to higher revenues, partially offset by higher adjusted operating costs.
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NON-OPERATING ITEMS
Other Components of Net Periodic Benefit (Costs)/Income
See Note 9 of the Notes to the Condensed Consolidated Financial Statements for information regarding other components of net periodic benefit (costs)/income.
Interest Income and other, net
See Note 7 of the Notes to the Condensed Consolidated Financial Statements for information regarding interest income and other, net.
Income Taxes
See Note 10 of the Notes to the Condensed Consolidated Financial Statements for information regarding income taxes.
NON-GAAP FINANCIAL MEASURES
We have included in this report certain supplemental financial information derived from consolidated financial information but not presented in our financial statements prepared in accordance with GAAP. Specifically, we have referred to the following non-GAAP financial measures in this report:
•adjusted diluted earnings per share, defined as diluted earnings per share excluding severance, non-operating retirement costs and the impact of special items;
•adjusted operating profit, defined as operating profit before depreciation, amortization, severance, multiemployer pension plan withdrawal costs and special items, and expressed as a percentage of revenues, adjusted operating profit margin;
•adjusted operating costs, defined as operating costs before depreciation, amortization, severance, multiemployer pension plan withdrawal costs and special items; and
•free cash flow, defined as net cash provided by operating activities less capital expenditures.
The special items in 2024 consisted of:
•$4.6 million of Generative AI Litigation Costs ($3.4 million or $0.03 per share after tax) in the third quarter and $7.6 million ($5.6 million or $0.05 per share after tax) for the first nine months.
The special items in 2023 consisted of:
•A $12.7 million lease-related impairment charge ($9.3 million or $0.06 per share after tax) in the second quarter;
•A $2.5 million charge ($1.8 million or $0.01 per share after tax) related to an impairment of an indefinite-lived intangible asset; and
•A $2.3 million favorable adjustment ($1.7 million or $0.01 per share after tax) related to a reduction in a multiemployer pension plan liability.
We have included these non-GAAP financial measures because management reviews them on a regular basis and uses them to evaluate and manage the performance of our operations. We believe that, for the reasons outlined below, these non-GAAP financial measures provide useful information to investors as a supplement to reported diluted earnings/(loss) per share, operating profit/(loss) and operating costs. However, these measures should be evaluated only in conjunction with the comparable GAAP financial measures and should not be viewed as alternative or superior measures of GAAP results.
Adjusted diluted earnings per share provides useful information in evaluating the Company's period-to-period performance because it eliminates items that the Company does not consider to be indicative of earnings from ongoing operating activities. Adjusted operating profit and adjusted operating profit margin are useful in evaluating the ongoing performance of the Company's businesses as they exclude the significant non-cash impact of depreciation and amortization as well as items not indicative of ongoing operating activities. Total operating costs include depreciation, amortization, severance and multiemployer pension plan withdrawal costs. Total operating costs, excluding these items, provides investors with helpful supplemental information on the Company's underlying operating costs that is used by management in its financial and operational decision-making.
Management considers special items, which may include impairment charges, pension settlement charges, acquisition-related costs, and beginning in the first quarter of 2024, Generative AI Litigation Costs, as well as other items that arise from time to time, to be outside the ordinary course of our operations. Management believes that excluding these items provides a better understanding of the underlying trends in the Company's operating performance and allows more accurate comparisons of the Company's operating results to historical performance. Management determined to report Generative AI Litigation Costs
37
as a special item and thus exclude them beginning in the first quarter of 2024 because, unlike other litigation expenses which are not excluded, the Generative AI Litigation Costs arise from a discrete, complex and unusual proceeding and do not, in management's view, reflect the Company's ongoing business operational performance. In addition, management excludes severance costs, which may fluctuate significantly from quarter to quarter, because it believes these costs do not necessarily reflect expected future operating costs and do not contribute to a meaningful comparison of the Company's operating results to historical performance.
Excluded from our non-GAAP financial measures are non-operating retirement costs which are primarily tied to financial market performance and changes in market interest rates and investment performance. Management considers non-operating retirement costs to be outside the performance of the business and believes that presenting adjusted diluted earnings per share excluding non-operating retirement costs and presenting adjusted operating results excluding multiemployer pension plan withdrawal costs, in addition to the Company's GAAP diluted earnings per share and GAAP operating results, provide increased transparency and a better understanding of the underlying trends in the Company's operating business performance.
The Company considers free cash flow, which is defined as net cash provided by operating activities less capital expenditures, to provide useful information to management and investors about the amount of cash that is available to be used to strengthen the Company's balance sheet and for strategic opportunities including, among others, investing in the Company's business, strategic acquisitions, dividend payouts and repurchasing stock. See "Liquidity and Capital Resources - Free Cash Flow" below for more information and a reconciliation of free cash flow to net cash provided by operating activities.
Reconciliations of these non-GAAP financial measures to the most directly comparable GAAP measures are set out in the tables below.
Reconciliation of diluted earnings per share excluding amortization of acquired intangible assets, severance, non-operating retirement costs and special items (or adjusted diluted earnings per share)
For the Quarters Ended For the Nine Months Ended
September 30, 2024 September 30, 2023 % Change September 30, 2024 September 30, 2023 % Change
Diluted earnings per share $ 0.39 $ 0.32 21.9 % $ 1.03 $ 0.74 39.2 %
Add:
Amortization of acquired intangible assets 0.04 0.04 - 0.12 0.13 (7.7 %)
Severance - 0.02 * 0.04 0.05 (20.0 %)
Non-operating retirement costs:
Multiemployer pension plan withdrawal costs 0.01 0.01 - 0.03 0.02 50.0 %
Other components of net periodic benefit costs 0.01 - * 0.02 (0.01) *
Special items:
Generative AI Litigation Costs 0.03 - * 0.05 - *
Impairment charges - 0.02 * - 0.10 *
Multiemployer pension plan liability adjustment - (0.01) * - (0.01) *
Income tax expense of adjustments (0.02) (0.02) - (0.07) (0.07) -
Adjusted diluted earnings per share (1)
$ 0.45 $ 0.37 21.6 % $ 1.21 $ 0.94 28.7 %
(1)Amounts may not add due to rounding.
* Represents a change equal to or in excess of 100% or not meaningful.
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Reconciliation of operating profit before depreciation and amortization, severance, multiemployer pension plan withdrawal costs and special items (or adjusted operating profit) and of adjusted operating profit margin
For the Quarters Ended For the Nine Months Ended
(In thousands) September 30, 2024 September 30, 2023 % Change September 30, 2024 September 30, 2023 % Change
Operating profit $ 76,727 $ 63,567 20.7 % $ 204,456 $ 147,242 38.9 %
Add:
Depreciation and amortization 20,622 21,475 (4.0) % 61,865 64,173 (3.6) %
Severance 329 3,086 (89.3) % 6,230 7,578 (17.8) %
Multiemployer pension plan withdrawal costs 1,883 1,397 34.8 % 4,792 3,936 21.7 %
Generative AI Litigation Costs 4,620 - * 7,592 - *
Impairment charges - 2,503 * - 15,239 *
Multiemployer pension plan liability adjustment - (2,273) * - (2,273) *
Adjusted operating profit $ 104,181 $ 89,755 16.1 % $ 284,935 $ 235,895 20.8 %
Divided by:
Revenue $ 640,178 $ 598,345 7.0 % $ 1,859,290 $ 1,749,937 6.2 %
Operating profit margin 12.0 % 10.6 % 140 bps 11.0 % 8.4 % 260 bps
Adjusted operating profit margin 16.3 % 15.0 % 130 bps 15.3 % 13.5 % 180 bps
* Represents a change equal to or in excess of 100% or not meaningful.
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Reconciliation of total operating costs before depreciation and amortization, severance, multiemployer pension plan withdrawal costs and special items (or adjusted operating costs)
For the Quarters Ended
September 30, 2024 September 30, 2023
(In thousands) NYTG The Athletic
I/E (1)
Total NYTG The Athletic Total % Change
Total operating costs $ 515,012 $ 49,002 $ (563) $ 563,451 $ 485,616 $ 49,162 $ 534,778 5.4 %
Less:
Depreciation and amortization 14,024 6,598 - 20,622 14,654 6,821 21,475 (4.0) %
Severance - 329 - 329 3,086 - 3,086 (89.3) %
Multiemployer pension plan withdrawal costs 1,883 - - 1,883 1,397 - 1,397 34.8 %
Generative AI Litigation Costs 4,620 - - 4,620 - - - *
Impairment charges - - - - 2,503 - 2,503 *
Multiemployer pension plan liability adjustment - - - - (2,273) - (2,273) *
Adjusted operating costs $ 494,485 $ 42,075 $ (563) $ 535,997 $ 466,249 $ 42,341 $ 508,590 5.4 %
For the Nine Months Ended
September 30, 2024 September 30, 2023
(In thousands) NYTG The Athletic
I/E (1)
Total NYTG The Athletic Total % Change
Total operating costs $ 1,505,034 $ 151,488 $ (1,688) $ 1,654,834 $ 1,461,281 $ 141,414 $ 1,602,695 3.3 %
Less:
Depreciation and amortization 41,990 19,875 - 61,865 43,697 20,476 64,173 (3.6) %
Severance 5,472 758 - 6,230 6,414 1,164 7,578 (17.8) %
Multiemployer pension plan withdrawal costs 4,792 - - 4,792 3,936 - 3,936 21.7 %
Generative AI Litigation Costs 7,592 - - 7,592 - - - *
Impairment charges - - - - 15,239 - 15,239 *
Multiemployer pension plan liability adjustment - - - - (2,273) - (2,273) *
Adjusted operating costs $ 1,445,188 $ 130,855 $ (1,688) $ 1,574,355 $ 1,394,268 $ 119,774 $ 1,514,042 4.0 %
(1)Intersegment eliminations ("I/E") related to content licensing.
* Represents a change equal to or in excess of 100% or not meaningful.
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LIQUIDITY AND CAPITAL RESOURCES
We believe our cash balance and cash provided by operations, in combination with other sources of cash, will be sufficient to meet our financing needs over the next twelve months. As of September 30, 2024, we had cash, cash equivalents and short- and long-term marketable securities of $820.4 million. Our cash and marketable securities balances between December 31, 2023, and September 30, 2024, increased primarily due to cash proceeds from operating activities, partially offset by dividend payments, share repurchases, capital expenditures and share-based compensation withholding tax payments.
We have paid quarterly dividends on the Class A and Class B Common Stock each quarter since late 2013. In February 2024, the Board of Directors approved an increase in the quarterly dividend to $0.13 per share, which was paid in April 2024. In June and September 2024, the Board of Directors declared a quarterly dividend of $0.13 per share on the Class A and Class B Common Stock, which was paid in July and October 2024. We currently expect to continue to pay comparable cash dividends in the future, although changes in our dividends will be considered by our Board of Directors in light of our earnings, capital requirements, financial condition and other factors considered relevant.
In February 2023, the Board of Directors approved a $250.0 million Class A share repurchase program in addition to the existing $150.0 million authorization approved in February 2022. The authorizations provide that shares of Class A Common Stock may be purchased from time to time as market conditions warrant, through open market purchases, privately negotiated transactions or other means, including Rule 10b5-1 trading plans. We expect to repurchase shares to offset the impact of dilution from our equity compensation program and to return capital to our stockholders. There is no expiration date with respect to these authorizations. As of September 30, 2024, repurchases under these authorizations totaled approximately $209.8 million (excluding commissions and excise taxes), fully utilizing the 2022 authorization and leaving approximately $190.2 million under the 2023 authorization. During the nine months ended September 30, 2024, repurchases under these authorizations totaled approximately $60.3 million and we repurchased an additional $7.2 million (excluding commissions and excise taxes) between October 1, 2024 and November 1, 2024, leaving approximately $183.0 million remaining under the 2023 authorization.
Beginning in 2022, the Tax Cuts and Jobs Act of 2017 eliminated the option to deduct research and development expenditures immediately in the year incurred and instead requires taxpayers to capitalize and amortize such expenditures over five years. In 2024, we expect a negative impact on our cash from operations of approximately $28 million and our net deferred tax assets to increase by a similar amount as a result of this legislation. The actual impact on 2024 cash from operations will depend on the amount of research and development costs we incur, on whether Congress modifies or repeals this provision, and on whether new guidance and interpretive rules are issued by the U.S. Treasury, among other factors.
Capital Resources
Sources and Uses of Cash
Cash flows provided by/(used in) by category were as follows:
For the Nine Months Ended
(In thousands) September 30, 2024 September 30, 2023 % Change
Operating activities $ 258,816 $ 224,100 15.5 %
Investing activities $ (197,459) $ (97,288) *
Financing activities $ (144,641) $ (111,816) 29.4 %
* Represents a change equal to or in excess of 100% or not meaningful.
Operating Activities
Cash from operating activities is generated by cash receipts from subscriptions, advertising sales and other revenue. Operating cash outflows include payments for employee compensation, pension and other benefits, raw materials, marketing expenses and income taxes.
Net cash provided by operating activities increased in the first nine months of 2024 compared with the same prior-year period primarily due to higher net income, partially offset by higher tax payments.
Investing Activities
Cash from investing activities generally includes proceeds from marketable securities that have matured and the sale of assets, investments or a business. Cash used in investing activities generally includes purchases of marketable securities, payments for capital projects and acquisitions of new businesses and investments.
Net cash used in investing activities in the first nine months of 2024 was primarily related to $177.6 million in net purchases of marketable securities and capital expenditures of $21.1 million.
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Financing Activities
Cash used in financing activities generally includes the payment of dividends, share-based compensation withholding tax payments and share repurchases.
Net cash used in financing activities in the first nine months of 2024 was primarily related to dividend payments of $61.5 million, share repurchases of $60.3 million and share-based compensation tax withholding payments of $21.1 million.
Free Cash Flow
Free cash flow is a non-GAAP financial measure defined as net cash provided by operating activities, less capital expenditures. The Company considers free cash flow to provide useful information to management and investors about the amount of cash that is available to be used to strengthen the Company's balance sheet and for strategic opportunities including, among others, investing in the Company's business, strategic acquisitions, dividend payouts and repurchasing stock. In addition, management uses free cash flow to set targets for return of capital to stockholders in the form of dividends and share repurchases.
The following table presents a reconciliation of net cash provided by operating activities to free cash flow:
For the Nine Months Ended
(In thousands) September 30, 2024 September 30, 2023
Net cash provided by operating activities $ 258,816 $ 224,100
Less: Capital expenditures (21,115) (16,539)
Free cash flow $ 237,701 $ 207,561
Free cash flow in the first nine months of 2024 was $237.7 million compared with $207.6 million in 2023. Free cash flow increased primarily due to higher cash provided by operating activities, as discussed above.
Restricted Cash
We were required to maintain $14.2 million of restricted cash as of September 30, 2024, and $13.7 million as of December 31, 2023, substantially all of which is set aside to collateralize workers' compensation obligations.
Capital Expenditures
Capital expenditures totaled approximately $22 million and $17 million in the first nine months of 2024 and 2023, respectively. The increase in capital expenditures in 2024 was primarily driven by higher expenditure related to improvements in the Company Headquarters and at our College Point, N.Y., printing and distribution facility. The cash payments related to capital expenditures totaled approximately $21 million and $17 million in the first nine months of 2024 and 2023, respectively.
Revolving Credit Facility
On July 27, 2022, the Company entered into an amendment and restatement of its previous credit facility that, among other changes, increased the committed amount to $350.0 million and extended the maturity date to July 27, 2027 (as amended and restated, the "Credit Facility"). Certain of the Company's domestic subsidiaries have guaranteed the Company's obligations under the Credit Facility. Borrowings under the Credit Facility bear interest at specified rates based on our utilization and consolidated leverage ratio. The Credit Facility contains various customary affirmative and negative covenants. In addition, the Company is obligated to pay a quarterly unused commitment fee at an annual rate of 0.20%.
As of September 30, 2024, and December 31, 2023, there were no borrowings and approximately $0.6 million in outstanding letters of credit, with the remaining committed amount available. As of September 30, 2024, the Company was in compliance with the financial covenants contained in the Credit Facility.
CRITICAL ACCOUNTING ESTIMATES AND POLICIES
Our critical accounting policies are detailed in our Annual Report on Form 10-K for the year ended December 31, 2023. Other than as described in Note 2 of the Notes to the Condensed Consolidated Financial Statements, as of September 30, 2024, our critical accounting policies have not changed from December 31, 2023.
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FORWARD-LOOKING STATEMENTS
This Quarterly Report on Form 10-Q, including the section titled "Management's Discussion and Analysis of Financial Condition and Results of Operations," contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Terms such as "aim," "anticipate," "believe," "confidence," "contemplate," "continue," "conviction," "could," "drive," "estimate," "expect," "forecast," "future," "goal," "guidance," "intend," "likely," "may," "might," "objective," "opportunity," "optimistic," "outlook," "plan," "position," "potential," "predict," "project," "seek," "should," "strategy," "target," "will," "would" or similar statements or variations of such words and other similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain such terms. Forward-looking statements are based upon our current expectations, estimates and assumptions and involve risks and uncertainties that change over time; actual results could differ materially from those predicted by such forward-looking statements. These risks and uncertainties include, but are not limited to: significant competition in all aspects of our business; our ability to grow the size and profitability of our subscriber base; our dependence on user and other metrics that are subject to inherent challenges in measurement; numerous factors that affect our advertising revenues, including market dynamics, evolving digital advertising trends and the evolution of our strategy; damage to our brand or reputation; risks associated with generative artificial intelligence technology; economic, market, geopolitical and public health conditions or other events; risks associated with the international scope of our business and foreign operations; significant disruptions in our newsprint supply chain or newspaper printing and distribution channels or a significant increase in the costs to print and distribute our newspaper; risks associated with environmental, social and governance matters and any related reporting obligations; adverse results from litigation or governmental investigations; risks associated with acquisitions (including The Athletic), divestitures, investments and similar transactions; the risks and challenges associated with investments we make in new and existing products and services; risks associated with attracting and maintaining a talented and diverse workforce; the impact of labor negotiations and agreements; potential limits on our operating flexibility due to the nature of significant portions of our expenses; the effects of the size and volatility of our pension plan obligations; liabilities that may result from our participation in multiemployer pension plans; our ability to improve and scale our technical and data infrastructure; security incidents and other network and information systems disruptions; our ability to comply with laws and regulations with respect to privacy, data protection and consumer marketing and subscription practices; payment processing risk; defects, delays or interruptions in the cloud-based hosting services we utilize; our ability to protect our intellectual property; claims against us of intellectual property infringement; our ability to meet our publicly announced guidance and/or targets; the effects of restrictions on our operations as a result of the terms of our credit facility; our future access to capital markets and other financing options; and the concentration of control of our company due to our dual-class capital structure.
More information regarding these risks and uncertainties and other important factors that could cause actual results to differ materially from those in the forward-looking statements is set forth in "Item 1A - Risk Factors" in our Annual Report on Form 10-K for the year ended December 31, 2023, and "Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations" of this Quarterly Report on Form 10-Q. Investors are cautioned not to place undue reliance on any such forward-looking statements, which speak only as of the date they are made. The Company undertakes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
Our Annual Report on Form 10-K for the year ended December 31, 2023, details our disclosures about market risk. As of September 30, 2024, there were no material changes in our market risks from December 31, 2023.
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Item 4. Controls and Procedures
EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES
Our management, with the participation of our principal executive officer and our principal financial officer, evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended) as of September 30, 2024. Based upon such evaluation, our principal executive officer and principal financial officer concluded that our disclosure controls and procedures were effective as of September 30, 2024, to ensure that the information required to be disclosed by us in the reports that we file or submit under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms, and is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.
CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING
There were no changes in our internal control over financial reporting during the quarter ended September 30, 2024, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
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PART II. OTHER INFORMATION
Item 1. Legal Proceedings
We are involved in various legal actions incidental to our business that are now pending against us. These actions generally assert damages claims that are greatly in excess of the amount, if any, that we would be liable to pay if we lost or settled the cases. We record a liability for legal claims when a loss is probable and the amount can be reasonably estimated. Although the Company cannot predict the outcome of these matters, no amount of loss in excess of recorded amounts as of September 30, 2024, is believed to be reasonably possible.
On December 27, 2023, we filed a lawsuit against Microsoft Corporation ("Microsoft") and Open AI Inc. and various of its corporate affiliates (collectively, "OpenAI") in the United States District Court for the Southern District of New York, alleging copyright infringement, unfair competition, trademark dilution and violations of the Digital Millennium Copyright Act, related to their unlawful and unauthorized copying and use of our journalism and other content. We are seeking monetary relief, injunctive relief preventing Microsoft and OpenAI from continuing their unlawful, unfair and infringing conduct and other relief. We intend to vigorously pursue all of our legal remedies in this litigation, but there is no guarantee that we will be successful in our efforts.
Item 1A. Risk Factors
There have been no material changes to our risk factors as set forth in "Item 1A-Risk Factors" in our Annual Report on Form 10-K for the year ended December 31, 2023.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
(c) Issuer Purchases of Equity Securities
In February 2022, the Board of Directors approved a $150.0 million Class A stock repurchase program. In February 2023, in addition to the remaining 2022 authorization, the Board of Directors approved a $250.0 million Class A share repurchase program. The authorizations provide that shares of Class A Common Stock may be purchased from time to time as market conditions warrant, through open market purchases, privately negotiated transactions or other means, including Rule 10b5-1 trading plans. We expect to repurchase shares to offset the impact of dilution from our equity compensation program and to return capital to our stockholders. There is no expiration date with respect to these authorizations. As of September 30, 2024, repurchases under these authorizations totaled approximately $209.8 million (excluding commissions and excise taxes), fully utilizing the 2022 authorization and leaving approximately $190.2 million remaining under the 2023 authorization.
Period Total numbers of shares of Class A Common Stock purchased Average price paid per share of Class A Common Stock Total number of shares of Class A Common Stock purchased as part of publicly announced plans or programs Maximum number (or approximate dollar value) of shares of Class A Common Stock that may yet be purchased under the plans or programs
July 1, 2024 - July 31, 2024 120,184 $ 52.90 120,184 $ 202,132,000
August 1, 2024 - August 31, 2024 110,582 $ 54.00 110,582 $ 195,861,000
September 1, 2024 - September 30, 2024 110,690 $ 54.20 110,690 $ 190,161,000
Total for the third quarter of 2024 341,456 $ 53.70 341,456 $ 190,161,000
Item 5. Other Information
Securities Trading Plans of Directors and Executive Officers
During the three months ended September 30, 2024, none of our directors or executive officers adopted or terminated any contract, instruction or written plan for the purchase or sale of the Company's securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or any "non-Rule 10b5-1 trading arrangement" (as defined in Item 408(c) of Regulation S-K).
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Item 6. Exhibits
Exhibit No.
31.1
Rule 13a-14(a)/15d-14(a) Certification.
31.2
Rule 13a-14(a)/15d-14(a) Certification.
32.1
Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2
Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.SCH Inline XBRL Taxonomy Extension Schema Document.
101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document.
101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document.
104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
THE NEW YORK TIMES COMPANY
(Registrant)
Date: November 4, 2024 /s/ William Bardeen
William Bardeen
Executive Vice President and
Chief Financial Officer
(Principal Financial Officer)
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