UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

 

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported):  May 7, 2007

 

The New York Times Company

(Exact name of Registrant as Specified in Its Charter)

 

New York

 

1-5837

 

13-1102020

(State or Other Jurisdiction
of Incorporation)

 

(Commission
File Number)

 

(IRS Employer
Identification No.)

 

229 West 43rd Street, New York, New York

 

10036

(Address of Principal Executive Offices)

 

(Zip Code)

 

Registrant’s telephone number, including area code: (212) 556-1234

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 




ITEM 2.01  Completion of Acquisition and Disposition of Assets.

On May 7, 2007, The New York Times Company, a New York corporation (the “Company”), and its subsidiaries, NYT Broadcast Holdings, LLC, a Delaware limited liability company; New York Times Management Services, a Massachusetts business trust; NYT Holdings, Inc., an Alabama corporation; and KAUT-TV, LLC, a Delaware limited liability company (collectively, the “Sellers”) completed the sale of the Company’s Broadcast Media Group, consisting of nine network-affiliated television stations, their associated Web sites and digital operating center, and all other real, personal and mixed assets owned, leased and used by the Sellers in connection with the operations of the stations (the “Station Assets”) pursuant to an Asset Purchase Agreement (the “Agreement”) entered into on January 3, 2007, by the Sellers and Local TV, LLC, a Delaware limited liability company (the “Purchaser”) and Oak Hill Capital Partners II, L.P., a Delaware limited partnership.

The Broadcast Media Group comprises the following stations:

·                  WHO-TV in Des Moines, Iowa (NBC);

·                  KFSM-TV in Ft. Smith, Ark. (CBS);

·                  WHNT-TV in Huntsville, Ala. (CBS);

·                  WREG-TV in Memphis, Tenn. (CBS);

·                  WQAD-TV in Moline, Ill. (ABC);

·                  WTKR-TV in Norfolk, Va. (CBS);

·                  KFOR-TV in Oklahoma City, Okla. (NBC);

·                  KAUT-TV in Oklahoma City, Okla. (MyNetworkTV); and

·                  WNEP-TV in Scranton, Penn. (ABC).

In consideration of the acquisition of the Station Assets, the Purchaser paid to the Sellers approximately $575.0 million in cash, subject to working capital adjustments, and assumed certain liabilities of the Sellers relating to existing business contracts, business licenses and licenses with the U.S. Federal Communications Commission (“FCC”).  The net cash proceeds were used to repay commercial paper outstanding on the date of the completion of the sale.

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ITEM 9.01  Financial Statements and Exhibits.

(b)  Pro Forma Financial Information

The following unaudited pro forma condensed consolidated balance sheet at December 31, 2006, and the accompanying notes thereto, have been prepared to illustrate the effects of the sale, as discontinued operations, on the historical financial position of the Company and its utilization of the cash proceeds to repay the Company’s commercial paper outstanding.  Since the Broadcast Media Group met the criteria for discontinued operations as of December 31, 2006, the consolidated statements of income for the years ended December 31, 2006, December 25, 2005, and December 26, 2004, included in the Company’s 2006 Annual Report on Form 10-K, reflected the Broadcast Media Group as discontinued operations.  Accordingly, the Company is not presenting the December 31, 2006, December 25, 2005, and December 26, 2004, consolidated statements of income herein.

The unaudited pro forma condensed consolidated balance sheet presents the historical condensed consolidated balance sheet of the Company as if the sale occurred on December 31, 2006.  The assumptions and adjustments are described in the accompanying notes to the unaudited pro forma condensed consolidated balance sheet.

The unaudited pro forma condensed consolidated balance sheet and related notes are presented for informational purposes only.  The pro forma data is not necessarily indicative of what the Company’s financial position actually would have been had it completed the sale at December 31, 2006.  In addition, the unaudited pro forma condensed consolidated balance sheet does not purport to project the future financial position or operating results of the Company.  In the opinion of management, all necessary adjustments to the unaudited pro forma financial information have been made.

The unaudited pro forma condensed consolidated balance sheet should be read in conjunction with the accompanying notes and the respective historical financial information from which it was derived, which includes the Company’s 2006 Annual Report on Form 10-K.

 

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Unaudited Pro Forma Condensed Consolidated Balance Sheet
The New York Times Company
As of December 31, 2006

 

 

 

 

Pro forma

 

 

 

(In thousands, except share and per share data)

 

Historical

 

adjustments

 

Pro forma

 

ASSETS

 

 

 

 

 

 

 

Current Assets

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

72,360

 

$

152,975

 (a)

$

225,335

 

Accounts receivable (net of allowances $35,840)

 

402,639

 

(29,438

)(b)

373,201

 

Inventories

 

36,696

 

 

36,696

 

Deferred income taxes

 

73,729

 

 

73,729

 

Assets held for sale

 

357,028

 

(357,028

)(b)

 

Other current assets

 

242,591

 

(2,625

)(b)

239,966

 

Total current assets

 

1,185,043

 

(236,116

)

948,927

 

Investments in Joint Ventures

 

145,125

 

 

145,125

 

Property, Plant and Equipment

 

 

 

 

 

 

 

Land

 

65,808

 

 

65,808

 

Buildings, building equipment and improvements

 

718,061

 

 

718,061

 

Equipment

 

1,359,496

 

 

1,359,496

 

Construction and equipment installations in progress

 

529,546

 

 

529,546

 

Total - at cost

 

2,672,911

 

 

2,672,911

 

Less: accumulated depreciation and amortization

 

(1,297,546

)

 

(1,297,546

)

Property, plant and equipment - net

 

1,375,365

 

 

1,375,365

 

Intangible Assets Acquired

 

 

 

 

 

 

 

Goodwill

 

650,920

 

 

650,920

 

Other intangible assets acquired (less accumulated amortization of $224,487)

 

133,448

 

 

133,448

 

Total

 

784,368

 

 

784,368

 

Deferred Income Taxes

 

125,681

 

77,105

 (e)

202,786

 

Miscellaneous Assets

 

240,346

 

(741

)(b)

239,605

 

Total Assets

 

$

3,855,928

 

$

(159,752

)

$

3,696,176

 

 

 

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS’ EQUITY

 

 

 

 

 

 

 

Current Liabilities

 

 

 

 

 

 

 

Commercial paper outstanding

 

$

422,025

 

$

(422,025

)(a)

$

 

Accounts payable

 

242,528

 

(18,220

)(b)

224,308

 

Accrued payroll and other related liabilities

 

121,240

 

(3,906

)(b)

117,334

 

Accrued expenses

 

200,030

 

187,690

 (b),(c),(e)

387,720

 

Unexpired subscriptions

 

83,298

 

 

83,298

 

Current portion of long-term debt and capital lease obligations

 

104,168

 

 

104,168

 

Construction loan

 

124,705

 

 

124,705

 

Total current liabilities

 

1,297,994

 

(256,461

)

1,041,533

 

Other Liabilities

 

 

 

 

 

 

 

Long-term debt

 

720,790

 

 

720,790

 

Capital lease obligations

 

74,240

 

 

74,240

 

Pension benefits obligation

 

384,277

 

 

384,277

 

Postretirement benefit obligation

 

256,740

 

700

 (d)

257,440

 

Other

 

296,078

 

(2,746

)(b)

293,332

 

Total other liabilities

 

1,732,125

 

(2,046

)

1,730,079

 

Minority Interest

 

5,967

 

 

5,967

 

STOCKHOLDERS’ EQUITY

 

 

 

 

 

 

 

Serial preferred stock of $1 par value - authorized 200,000 shares - none issued

 

 

 

 

Common stock of $.10 par value:

 

 

 

 

Class A - authorized 300,000,000 shares; issued: 148,026,952 (including treasury shares: 5,000,000)

 

14,804

 

 

14,804

 

Class B - convertible - authorized 832,592 shares; issued: 832,592 (including treasury shares: - none)

 

82

 

 

82

 

Additional paid-in capital

 

 

 

 

Retained earnings

 

1,111,006

 

103,455

(f)

1,214,461

 

Common stock held in treasury, at cost

 

(158,886

)

 

(158,886

)

Accumulated other comprehensive income/(loss), net of income taxes:

 

 

 

 

 

 

 

Foreign currency translation adjustments

 

20,984

 

 

20,984

 

Funded status of benefit plans

 

(168,148

)

(4,700

)(d)

(172,848

)

Total accumulated other comprehensive loss, net of income taxes

 

(147,164

)

(4,700

)

(151,864

)

Total stockholders’ equity

 

819,842

 

98,755

 

918,597

 

Total Liabilities and Stockholders’ Equity

 

$

3,855,928

 

$

(159,752

)

$

3,696,176

 

 

The accompanying notes are an integral part of this statement.

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NOTE 1.              BASIS OF PRO FORMA PRESENTATION

On May 7, 2007, the Company completed the sale of the Broadcast Media Group, consisting of nine network-affiliated television stations, their associated Web sites and digital operating center, for approximately $575.0 million, subject to working capital adjustments.  The nine television stations sold were:

·                  WHO-TV in Des Moines, Iowa (NBC);

·                  KFSM-TV in Ft. Smith, Ark. (CBS);

·                  WHNT-TV in Huntsville, Ala. (CBS);

·                  WREG-TV in Memphis, Tenn. (CBS);

·                  WQAD-TV in Moline, Ill. (ABC);

·                  WTKR-TV in Norfolk, Va. (CBS);

·                  KFOR-TV in Oklahoma City, Okla. (NBC);

·                  KAUT-TV in Oklahoma City, Okla. (MyNetworkTV); and

·                  WNEP-TV in Scranton, Penn. (ABC).

NOTE 2.              PRO FORMA ADJUSTMENTS

The historical condensed consolidated balance sheet has been adjusted to give effect to pro forma events that are (1) directly attributable to the sale, and (2) factually supportable.  The following pro forma adjustments are included:

(a)            To record receipt of cash from the Purchaser of approximately $575.0 million as a reduction of commercial paper outstanding to zero with the remaining amount included in cash.

(b)           To eliminate the assets, liabilities and retained earnings related to the Broadcast Media Group subject to the sale agreement.

(c)          To record estimated non-recurring deal and separation costs of $18.7 million, primarily related to investment banking and contract termination fees.

(d)         To record a postretirement benefit obligation curtailment gain of $4.7 million and a special termination charge of $0.7 million as a result of the sale.

(e)          To record the income tax provision of $94.7 million that resulted from the sale.

(f)            To record the estimated gain on disposition (in millions):

Cash received (a)

 

$

575.0

 

Less: net assets sold (b)

 

(362.1

)

Less: deal and separation costs

 

(18.7

)

Add: net postretirement benefit credit (d)

 

4.0

 

Gain before income taxes

 

198.2

 

Income taxes (e)

 

94.7

 

Net gain

 

$

103.5

 

 

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SIGNATURE

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 hereunto duly authorized.

THE NEW YORK TIMES COMPANY

 

 

 

 

Date: May 8, 2007

By:

/s/ RHONDA L. BRAUER

 

 

Rhonda L. Brauer

 

 

Secretary and

 

 

Corporate Governance Officer

 

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