Showing posts with label SEC filings. Show all posts
Showing posts with label SEC filings. Show all posts

Monday, May 3, 2010

NYT spotlights big 2009 paydays for media chiefs

Top executives at the country’s largest media companies continued to reel in multimillion-dollar pay packages in 2009, a year of widespread cost-cutting throughout the industry, The New York Times reports this morning. In several cases, the packages even increased from the year before. Among the executives listed: NYT Co. CEO Janet Robinson (left) was paid $4.9 million in 2009, 26% more than the year before, and Chairman Arthur Sulzberger Jr., the chairman, made $4.8 million, a 171% increase. Last year, company-wide employment plunged 18%, to 7,665, following layoffs. Over the same period, NYT stock jumped 69%, to $12.36 a share at the end of the year.

Thursday, April 22, 2010

Urgent: Harbinger dumps another 3.3M shares

That's according to a just-filed notice to the U.S. Securities and Exchange Commission. Activist investor Harbinger Capital's sale of two blocks -- 1.5 million and 1.75 million -- took place yesterday and Tuesday, for between $12.30 and $12.55 a share, the document says.

I'm posting from my iPhone; will update later.

Q1 earnings beat forecasts, but shares sink

The company today reported first quarter net income $12.8 million, or 8 cents a share, compared with a year-ago loss of $74.5 million, or 52 cents a share. Overall advertising revenue declines continued to moderate, dropping 6%, according to the NYT Co.'s statement.

The quarter included 3 cents per share in special charges. Overall revenue fell 3.2%, to $587.9 million. Analysts had been expecting earnings of 5 cents a share on revenue of $578 million.

Still, Wall Street beat up shares on a day when overall stock markets were down sharply: NYT's stock recently traded for $12.29, down 45 cents, or 3.5%.

In a crucial measure of future growth, the company said digital advertising sales jumped 18%, significantly offsetting a 12% decrease in print advertising.

NYT Co. continued to benefit from cost reductions over the past 12 months that included layoffs at the flagship New York Times. Employment plunged 18% last year, to 7,665 workers, public documents show.

Related: The Wall Street Journal's story on the results, and NYT's.

Friday, March 12, 2010

Urgent: Sulzberger paid nearly $6 million in 2009; Robinson gets $6.3 million, as pay soars over 2008

The New York Times Co. just disclosed annual compensation for top officers last year, and their paychecks soared in comparison to 2008. The pay boosts came during another year of layoffs and other austerity measures.

Chairman Arthur Sulzberger was paid $5.9 million vs. $2.3 million in 2008, according to the just-filed annual proxy report to shareholders. CEO Janet Robinson earned $6.3 million vs. $4.8 million in 2008, the document shows.

Their fattened paychecks came when overall NYT Co. employment fell 18%, to 7,665 workers, as the company struggled to recover from revenue losses as more advertising dollars shifted to online competitors.

Related: Here's the full compensation table for the company's five highest-paid executives

Thursday, February 25, 2010

Old Gray Heads? | Over past decade, age rose

[NYT Co.'s 10 most-senior officers last year]

Unfairly or not, aging industry leaders are accused of being out of touch with future consumers: young people who are abandoning newspapers in favor of Facebook, Twitter and other digital media. In response, you'd think, the NYT Co. and other publishers would add younger executives to the ranks of senior officers.

But, no. A review of the Times Co.'s annual reports over the past 10 years shows the opposite has happened. The average officer's age has actually increased since 2000.

Last year, the average of 10 officers listed was 53.5 years, according to the just-published annual 10-K report. (See chart, above.) In 2000, the average of 15 officers listed was lower -- 50.3, according to that year's report.

In 2000, the youngest officer was Cynthia Augustine, 42, senior vice president for human resources. Last year, it was the officer occupying that same job: Todd McCarty, 44 years old; he was hired in December.

Does age really make a difference? Please post your replies in the comments section, below. To e-mail confidentially, write jimhopkins[at]gmail[dot-com]; see Tipsters Anonymous Policy in the rail, upper right.

[Image: Chairman Arthur Sulzberger Jr., 58 years old]

Tuesday, February 23, 2010

Pension underfunding now put near $420 million

The New York Times Co. had unfunded pension obligations estimated at $420 million as of Jan 1, Editor & Publisher says in a new story, based on the company's just-filed 10-K annual report to the U.S. Securities and Exchange Commission.

That was an improvement over the $535 underfunding a year ago -- a figure that doesn't reflect temporary valuation relief then allowed by the U.S. Treasury Department, the report says. With that relief, the underfunding would have been a lower $300 million, notes E&P.

I hope to post something on the pension myself, but I'm still sifting through the dense language in the report.

A cautionary note
I am by no means an expert on pensions. The subject's complexity is reflected in the fact that the word pension appears at least 100 times in the annual report. Employees and retirees who are concerned about their benefits should consult an accountant or other retirement professional. My observations here are meant only to start a discussion on the subject.

Earlier: Overall Times Co. employment fell 18% in 2009

Related: a company video I just discovered about the NYT Co. brand

Current and retired Times Co. financial professionals, please post your replies in the comments section, below. To e-mail confidentially, write jimhopkins[at]gmail[dot-com]; see Tipsters Anonymous Policy in the rail, upper right.

Monday, February 22, 2010

Nearly 224K stock options for Sulzberger, Golden

The company granted another round of stock awards to top officials, according to new filings today with the U.S. Securities and Exchange Commission. The recipients:

Chairman Arthur Sulzberger Jr. (left): 181,650 options on Class A common stock. The strike price is $11.13 a share. The options vest in three equal annual installments beginning Feb. 18, 2011. Sulzberger also received 13,650 units of restricted stock to be paid in cash at the market price on Feb. 18, 2013. (Here's the SEC document.)

Vice Chairman Michael Golden: 42,000 options on Class A shares. The strike price and vesting schedule are the same as Sulzberger's. He also got 4,305 restricted stock units. They are to be paid on the same terms as Sulzberger as well. (Document here.)

The awards disclosed today follow a slew of options and restricted stock units awarded last week to CEO Janet Robinson and five other top executives. Please see that post for a full explanation of how options and RSUs work.

Related: a complete list of the company's SEC filings

Urgent: NYT Co. employment plunged 18% in 2009

[Chart shows annual workforce change among five divisions]

On a wave of layoffs and other job cuts, employment across the New York Times Co. fell 18% last year from the year before, to 7,665 workers, the company just disclosed in its annual 10-K filing with the U.S. Securities and Exchange Commission. It was the steepest annual decline in the past six years for the owner of The New York Times, The Boston Globe and other media properties, documents show.

The chart, top, shows the biggest decline was at the NYT Media Group, which includes the Times flagship itself; total employment in the division fell 21% to 3,222 workers. But much of that drop came from the closing of the City & Suburban distribution company. The shuttering was announced in 2008, but didn't take place until early last year.

Employment in the New England Media Group, including the Globe and the Worcester Telegram & Gazette, fell 17%.

Company-wide employment by year:

Related: a complete list of the company's SEC filings

How is your worksite been affected by job cuts? Please post your replies in the comments section, below. To e-mail confidentially, write jimhopkins[at]gmail[dot-com]; see Tipsters Anonymous Policy in the rail, upper right.

[Image: today's Telegram & Gazette, Newseum]

Friday, February 19, 2010

NYT Co. awards nearly 350,000 new stock options to CEO Robinson and five other senior executives

[Chart shows executive stock awards disclosed today]

The New York Times Co. has awarded new stock options and other stock-based compensation potentially worth millions of dollars to six of the company's most senior executives, according to regulatory filings today.

The awards made yesterday appear to be the first evidence of annual executive bonuses for 2009, a year when the company's belt-tightening included more layoffs and other cost reductions. Complete details of those bonuses, plus salaries, benefits and other 2009 compensation, are expected when the company files its annual shareholders proxy statement, likely around mid-March. (List of the six highest-compensated executives in 2008.)

The awards disclosed today via U.S. Securities and Exchange Commission filings came in two forms:
  • Stock options. These give recipients the right to buy shares from the company in the future at a fixed price -- known as the strike price -- no matter how high the stock rises. The options disclosed today become the executives' property -- known as vesting -- in three equal annual installments beginning Feb. 18, 2011. The strike price is also the same for each executive: $11.13, the documents show.
  • Restricted stock units (RSUs). These are paid in cash based on the market value of NYT Co. shares, and vest on Feb. 18, 2013. Each RSU is equal to one share of common stock. For example, a grant of 1,000 RSUs would be worth $15,000 if the stock was trading for $15 a share.
As expected, CEO Janet Robinson (left) topped the list; she received 181,650 options and 13,650 RSUs, the filing for her awards says. At today's closing price -- $11.02 -- her RSUs would be worth $150,423 cash in February 2013 if shares were trading at the same price.

Todd McCarty, one of the executives on today's list, had already received options and RSUs earlier this month, according to a regulatory filing this week. Those appear to have amounted to a signing bonus for joining the company as its new senior vice president for human resources in December.

The filings came in a series of Forms 4, filed with the SEC. The complete list is in the company's SEC documents section, here.

Got a stock question? Please post your replies in the comments section, below. To e-mail confidentially, write jimhopkins[at]gmail[dot-com]; see Tipsters Anonymous Policy in the rail, upper right.

Tuesday, February 16, 2010

New HR chief McCarty granted big stock awards

In a move presumably related to his appointment two months ago, Todd McCarty (left) has been granted 50,000 stock options and 31,625 units of restricted stock, potentially worth hundreds of thousands of dollars or more, a regulatory filing today shows. McCarty was appointed senior vice president for human relations in mid-December.

The options become fully his property -- or vest -- in three equal annual installments starting Feb. 12, 2011, according to the filing with the U.S. Securities and Exchange Commission. The so-called strike price -- the amount he would pay the company to buy the shares -- is $10.53 each. Based on today's closing price, $11.10 a share, those options already have a net paper value of nearly $29,000.

The restricted stock units vest on Feb. 12, 2013, and allow McCarty to receive the cash equivalent of 31,625 shares of Class A common stock based on the market value of those shares as of that date. For example, if the market value were the same as today's closing price on the exercise date, McCarty would be entitled to $351,038 from the company.

Class A common are the shares that most employees and average investors trade. The more powerful Class B shares are mostly owned by members of the Ochs-Sulzberger family, allowing them significant control over the board of directors.

Please post your replies in the comments section, below. To e-mail confidentially, write jimhopkins[at]gmail[dot-com]; see Tipsters Anonymous Policy in the rail, upper right.

Thursday, January 14, 2010

Save the date: Fourth-quarter earnings out Feb. 10

In a statement, the company just disclosed that its fourth-quarter and full-year 2009 earnings conference call will be held at 11 a.m. ET on Wednesday, Feb. 10. The company's earnings announcement will be released before the market opens that morning and will be available on Corporate's homepage.

Boston | Ex-pub Ainsley got $1.4 million exit deal; NYT adds no-disparage terms on Sulzberger, others

The Boston Business Journal's got the details on Steven Ainsley's early-retirement package following his resignation last fall as Boston Globe publisher. Here's today's filing with the U.S. Securities and Exchange Commission, with all the particulars.

Ainsley's exit deal includes non-disparagement orders applying to him and to senior New York Times Co. executives; these are boilerplate in such agreements, but noteworthy for a company built on free-speech rights. The terms: "Employee agrees not to in any way disparage the company or any other releasee, or make or solicit any comments, statements, or the like to the media or to others."

The document also says, "the following individuals will be advised that they are not to in any way disparage employee, or make or solicit any comments, statements, or the like to the media or to others that may be considered to be derogatory or detrimental to the good name or business reputation of employee: Janet Robinson, Arthur O. Sulzberger, Jr., Michael Golden, Scott Heekin-Canedy, Martin Nisenholtz, Kenneth A. Richieri and James Follo."

Please post your replies in the comments section, below. To e-mail confidentially, write jimhopkins[at]gmail[dot-com]; see Tipsters Anonymous Policy in the rail, upper right.

[Image: today's Globe, Newseum]

Saturday, January 9, 2010

Boston | Publisher Mayer discloses stock holdings

Boston Globe Publisher Christopher Mayer has for the first time disclosed his stockholdings in the New York Times Co., in an initial filing yesterday with the U.S. Securities and Exchange Commission. I believe he made this filing because his appointment as chief executive of the Globe last fall meant he had become an officer of the Times parent company.

Mayer, 47 (left), directly owns 6,052 shares in the form of so-called restricted stock units, the Form 3 filing shows; he takes full ownership -- or "vesting" -- in stages through February 2011.

The document also shows that he holds options on 60,819 shares. Much of that is worthless right now, as it appears the exercise price -- the amount he'd pay if he exercised his right to buy the shares -- is $23.83 on all but 9,400 shares, as I read the filing. That's a price well above the stock's closing price of $14.11 on Friday. Unless and until shares trade well into the range of $30 and up, Mayer is unlikely to take advantage of any of these options, it appears. Still, he has until as long as February 2019 to exercise some of these options, the filing shows.

Mayer was promoted to publisher and head of the Times Co.'s New England Media Group in October.

Please post your replies in the comments section, below. To e-mail confidentially, write jimhopkins[at]gmail[dot-com]; see Tipsters Anonymous Policy in the rail, upper right.

Board member Cohen won't run for re-election

A New York Times Co. director and member of the Ochs-Sulzberger family, Daniel H. Cohen, has told Chairman Arthur Sulzberger Jr. that he won't stand for re-election at the company's yet-to-be scheduled annual meeting this year.

Cohen (left) also is a trustee of the family trust that holds a majority of the special Class B shares, the company said yesterday, in a filing with the U.S. Securities and Exchange Commission disclosing Cohen's decision. Those shares give trustees the right to elect 70% of the NYT Co.'s 14-member board of directors, allowing the family to control the enterprise. The trustees have told the company they intend to "advise'' the board's nominating and governance committee on a suggested nominee to replace Cohen, the filing says.

Sulzberger and Cohen are cousins. Cohen, about 57 years old, has been a board member less than three years, a relatively short time. A former New York Times executive, he was nominated in February 2007 to fill the seat that had been held by Sulzberger's sister, Cathy J. Sulzberger, who had been a board member for five years. She chose to not run for re-election.

Cohen is a fourth-generation member of the family, The Wall Street Journal said in its story about the director's move. The family's ties to the company date back to 1896, when Adolph Simon Ochs acquired control of the paper. Cohen founded DeepSee LLC, an oceanic exploration and submarine leasing company, in 2007. From 1999 to 2006, he was president of Dan Cohen & Sons LLC, a television production company that focused on reality series and programs, the company said at the time he was nominated to the board.

Cohen was senior vice president over advertising of the New York Times from 1996 to 1999, before Sulzberger removed him from that job. He had held several other positions at the Times company in the advertising, circulation and corporate planning departments beginning in 1983.

Please post your replies in the comments section, below. To e-mail confidentially, write jimhopkins[at]gmail[dot-com]; see Tipsters Anonymous Policy in the rail, upper right.

[Photo: NYT Co.]

Monday, January 4, 2010

In New Year, NYT Co.'s workforce seen below 9K; outlook appears better -- depending on economy

[Job cuts: NYT Co. employment, 2004-2008]

Following another series of job cuts, the New York Times Co. starts the year with a workforce at least 6% smaller than a year ago, according to recent company disclosures and a new review of public documents filed with federal regulators. But the actual figure almost certainly will be higher, when the company discloses the count in its next annual report in about two months. The question: Whether the decline will exceed the 9% drop between 2007-2008.

The outlook for 2010 employment, on the other hand, looks modestly better compared to a year ago, amid rosier advertising forecasts as the economy emerges from the deepest recession in decades. The strength and path of that recovery is a key factor, leading blogger Alan Mutter said in a new post last week.

A robust economy could boost ad buying among retailers, car dealers, employers and real estate agents. "It does not follow, however," Mutter cautions, "that advertisers will return to their former behavior. After being forced to do more marketing with less money during the worst economy since the 1930s, advertisers in every key newspaper and broadcast category have learned to become increasingly proficient at low-cost, highly-targetable, meticulously-measurable interactive advertising."

Missing: City & Suburban cuts
NYT Co.'s newest total workforce total is due in the next annual report, expected at the U.S. Securities and Exchange Commission by early March. In advance of that report, it's possible to ballpark the number. To begin, the company had 9,346 employees at the start of 2009, according to the last annual S.E.C. report, called a 10-K filing. (See chart, above.)

Since then, however, the company closed its City & Suburban distribution business in New York City, eliminating 500 jobs; that step was announced in late 2008. More recently, the flagship New York Times cut 100 newsroom jobs, through buyouts and layoffs. That figure, however, didn't include any cuts in other departments.

Moreover, at least one of the NYT Co.'s regional newspapers, the The Press Democrat in Santa Rosa, Calif., has announced a 10% cut in its payroll; it's hard to imagine that other dailies in the 14-paper group haven't also reduced employment. Plus, The Boston Globe started 2009 with plans to cut 12% of its newsroom jobs -- about 50 in total. Once more, that's just the editorial side of the business; other cuts no doubt occurred beyond the newsroom.

Earlier: In workforce trims, some NYT Co. units lost more

Related: CEO Janet Robinson's remarks to media stock analysts at last month's UBS conference

Please post your replies in the comments section, below. To e-mail confidentially, write jimhopkins[at]gmail[dot-com]; see Tipsters Anonymous Policy in the rail, upper right.

[Image: yesterday's Globe, Newseum]

Thursday, December 31, 2009

In workforce trims, some NYT Co. units lost more

Employment fell an average 9% across the New York Times Co. by the end of 2008 vs. 2007 -- to 9,346 full-time equivalent employees from 10,231 the year before, according to the company's most recent annual reports to the U.S. Securities and Exchange Commission.

But the annual change within the NYT Co.'s five major divisions wasn't uniform, based on a review of the so-called 10-K returns filed with the S.E.C. (chart, above).

For example, the Regional Media Group, which comprises 14 small community newspapers, lost 13% of its workers vs. 8% of all at the NYT Media Group, which mostly comprises The New York Times. Meanwhile, two divisions, the digital About Group and the Corporate office, actually gained a small number of employees, the filings show.

Earlier: Documents track annual NYT Co. employment cuts

Please post your replies in the comments section, below. To e-mail confidentially, write jimhopkins[at]gmail[dot-com]; see Tipsters Anonymous Policy in the green rail, upper right.

Monday, December 28, 2009

Lawsuit says top investor Harbinger bid unfairly

The Wall Street Journal is now reporting: "An aggrieved suitor in a 2006 bid to buy an appliance firm alleges that Harbinger Capital Partners, a prominent hedge fund that won the takeover battle, received nonpublic information about the rival bid and accumulated a big stake before the deal talks were made public, according to a preliminary ruling in the Delaware Chancery Court."

Harbinger owns 18.4 million shares of the NYTCo., according to its most recent federal regulatory filing, on Dec. 3 -- a stake that it's recently been reducing. That was equal to about 13% of all shares, based on the last 10-K filed with the U.S. Securities and Exchange Commission.

In an earlier trimming of its holdings, Nov. 19, the NYT DealBook blog said Harbinger owned nearly 15% of all shares at the time. That was based on the 21 million it owned at that point, the November filing shows.

Today's WSJ story continues: "In a lawsuit alleging breach of contract and other claims related to its failed bid, Nacco Industries Inc. alleges that executives of takeover target Applica Inc. passed tips through a consultant working for Harbinger, a New York hedge fund run by Philip Falcone. Nacco sells Hamilton Beach-brand appliances."

Please post your replies in the comments section, below. To e-mail confidentially, write jimhopkins[at]gmail[dot-com]; see Tipsters Anonymous Policy in the rail, upper right.

Tuesday, December 15, 2009

Documents track annual NYT Co. employment cuts

As The New York Times draws closer to cutting 100 newsroom jobs, a review of the parent company's total employment reveals a declining workforce in recent years. The chart (left) shows total employment for the New York Times Co. at the end of each year, based on annual reports filed with the U.S. Securities and Exchange Commission.

The especially big decline between 2006-2007 reflect the sale of the company's nine-station broadcast television division.

Please post your replies in the comments section, below. To e-mail confidentially, write jimhopkins[at]gmail[dot-com]; see Tipsters Anonymous Policy in the rail, upper right.

Friday, December 11, 2009

Why investing in newsrooms is good for business

"The success of our business depends substantially on our reputation as a provider of quality journalism and content."

-- Annual 10-K report for 2008, filed with the Securities and Exchange Commission on Feb. 26, 2009.