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Section 1: 8-K (FORM 8-K)

Form 8-K

 

 

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 of 1934

Date of Report (Date of earliest event reported): October 26, 2017 (October 26, 2017)

 

 

New Media Investment Group Inc.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   001-36097   38-3910250

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(I.R.S. Employer

Identification No.)

1345 Avenue of the Americas

New York, NY 10105

212-479-3160

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Not Applicable

(Former name or former address, if changed since last report)

 

 

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

 

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

 

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

 

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

 

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


Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging Growth Company  ☐

If an emerging growth company, indicate by 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.  ☐

 

 

 


Section 2 – Financial Information

Item 2.02 Results of Operations and Financial Condition

On October 26, 2017, New Media Investment Group Inc. (the “Company”) issued a press release announcing its financial results for the third quarter ended September 24, 2017. A copy of the press release is furnished herewith as Exhibit 99.1, which is incorporated herein by reference.

Certain financial information and results for the Company may be disclosed by Fortress Investment Group LLC in annual and quarterly reports and other public filings with the Securities and Exchange Commission as well as in, earnings releases and conference calls. These disclosures may occur prior to the release of this information by the Company.

The information furnished pursuant to this Current Report on Form 8-K (including the exhibit hereto) shall not be considered “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall it be incorporated by reference into any filing by the Company under the Securities Act of 1933, as amended, or under the Securities Exchange Act of 1934, as amended, unless the Company expressly sets forth by specific reference in such filing that such information is to be considered “filed” or incorporated by reference therein.

Section 9 – Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits

 

(d) Exhibits

 

99.1    Press Release dated October 26, 2017


EXHIBIT INDEX

 

Exhibit
Number
  

Exhibit

99.1    Press Release dated October 26, 2017


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 thereunto duly authorized.

 

    NEW MEDIA INVESTMENT GROUP INC.
Date: October 26, 2017     By:  

/s/ Michael E. Reed                      

    Michael E. Reed
    Chief Executive Officer and President
(Back To Top)

Section 2: EX-99.1 (EX-99.1)

EX-99.1

Exhibit 99.1

 

LOGO

New Media Announces Solid Third Quarter 2017 Results and Increases the Dividend to $0.37 per Common Share

 

NEW YORK, N.Y. October 26, 2017 – New Media Investment Group Inc. (“New Media” or the “Company”, NYSE: NEWM) today reported its financial results for the third quarter ended September 24, 2017.

Third Quarter 2017 Financial Summary

 

    New Media declares a cash dividend of $0.37 per common share, an increase of 5.7% from the prior quarter

 

    Total revenues of $317.2 million, up 3.4% to prior year on a reported basis, and down 6.4% to the prior year on an organic same store basis, negatively impacted in September by the hurricanes in Florida and Texas

 

    Digital revenue increased to $35.6 million, up 11.1% to prior year on a reported basis

 

    Net loss of $2.0 million, negatively impacted by $6.2 million of charges relating to the upsizing and maturity date extension of our credit facility and consolidation of press equipment°

 

    As Adjusted EBITDA of $37.1 million*, up 0.4% to prior year, inclusive of negative impact in September of approximately $1 million due to the hurricanes

 

    Free Cash Flow of $27.3 million*, up 1.6% to prior year, inclusive of negative impact in September of approximately $1 million due to the hurricanes

Third Quarter 2017 & Subsequent Business Highlights

 

    Closed the acquisition of Calkins Media on June 30, 2017 for $17.5 million

 

    Closed the acquisition of certain newspapers and related assets of Morris Publishing Group (“Morris”) on October 2, 2017 for $120.0 million

 

    Entered into an agreement with ZipRecruiter, the fastest growing online employment marketplace, to power the Company’s print and online recruitment pages across its 540 markets

 

    Closed on an amendment to our term loan extending the maturity date to July 14, 2022, increasing the outstanding term loan by $20 million, and increasing the accordion availability to $80 million
    Liquidity, consisting of cash on the balance sheet and undrawn revolver, of $200.5 million as of September 24, 2017; $120.0 million was deployed subsequent to the quarter for the Morris transaction

 

    UpCurve, our SMB solutions provider, had revenue of $17.9 million, a 22.0% increase as compared to prior yearD

Summary of Third Quarter 2017 Results

 

($ in million, except per share)  
GAAP Reporting   

Revenues

   $ 317.2  

Operating income

   $ 11.5  

Net (loss)

   $ (2.0

Non-GAAP Reporting*

  

As Adjusted EBITDA

   $ 37.1  

Free Cash Flow

   $ 27.3  

 

° $6.2M of charges relates to the $4.8M of loss on extinguishment of debt, $0.9M of debt related costs recorded to interest expense, and $0.5M related to print consolidation that was recorded to the loss on sale or disposal of assets
* For definitions and reconciliations of Non-GAAP Reporting measures, please refer to the Non-GAAP Financial Measures Note and reconciliations below.
D Comparison to prior year reported Propel Marketing revenue.

 

1


“We are not satisfied with our third quarter financial results, despite some great accomplishments in the quarter that continue to better position the Company for long term success,” said Michael E. Reed, New Media President and CEO. “The tragic events resulting from the hurricanes in Florida and Texas did negatively impact our third quarter results, however, this is short term and we do not expect any lingering impact in the fourth quarter.”

“We have successfully deployed nearly $140 million in capital over the past few months with our acquisitions of the family newspaper groups of Morris and Calkins. I am confident that we will get great contributions going forward from both of these acquisitions. Importantly, both of these transactions were accretive to cash flow on day one. We were pleased in the quarter to amend our credit facility, both upsizing the amount and accordion availability, as well as extending the maturity date to July of 2022. In addition to the $80 million of accordion availability, we closed the quarter with $200.5 million of cash on the balance sheet and availability under the revolver, or $80 million in pro-forma liquidity after the purchase of Morris.”

“Another exciting event from the quarter was an agreement we entered into with ZipRecruiter, the fastest growing online employment marketplace, to power our print and online recruitment pages. Subsequent to the quarter, ZipRecruiter-powered pages launched across our 540 markets, reaching over 21 million U.S. readers each week. Not only do our small and medium sized businesses now have access to a top recruitment platform, but our community residents do as well. With this relationship, our local media businesses strive to once again become the go-to employment marketplace for our communities. We can now offer a reach that community businesses would not have had easy access to previously.”

Mr. Reed went on to say, “We saw great progress and growth within UpCurve, especially as it relates to our UpCurve Cloud business. This is the business focused on bringing cloud-based products to small and medium sized businesses in our communities that will help them grow faster, smarter and more efficiently. Revenue is up 74.9% to prior year for this product line and we now fulfill over 91,000 SugarCRM and G-Suite licenses. This is a major focus area for expansion in our UpCurve business as we are experiencing less than 10% annual churn and seeing recurring revenue of over 65%. Across the entire UpCurve business, revenue grew 22.0% from the prior year to $17.9 million.”

“Despite the challenges we encountered in the third quarter, we remain enthusiastic about the fourth quarter and 2018. We continue to pursue innovative opportunities that make our products more relevant and valuable to consumers and small businesses in our communities. Further, we continue to see an attractive pipeline of acquisition opportunities that can expand or strengthen our existing business segments. As a result of our confidence in the future, we were pleased to announce this morning that our board approved an increase to our quarterly dividend, bringing it to $0.37 per common share. That marks the fourth consecutive year we have been able to increase our dividend and a 37% increase from our initial dividend back in 2014.”

Third Quarter 2017 Financial Results

New Media recorded total revenues of $317.2 million for the quarter, up 3.4% to prior year and down 6.4% on an organic same store basis. Our third quarter revenues were negatively impacted in September by the hurricanes in both Florida and Texas. We expect our trends to improve again as we head into the fourth quarter. Traditional Print Advertising decreased 14.0% to prior year on an organic same store basis, reflecting the continued challenges we are experiencing in print advertising stemming primarily from the struggle of the brick and mortar retail sector.

Digital revenue closed at $35.6 million, an increase of 11.1% to prior year. UpCurve generated $17.9 million in revenue, an increase of 22.0% to prior year and now comprises 50.4% of total digital revenue.

 

2


Circulation revenue was down 1.5% to prior year on an organic same store basis. We view this performance as an anomaly due to some shifting of resources into better growth opportunities during the quarter. We expect circulation revenue trends to improve bringing the category back toward stable to modest growth. Commercial Print, Distribution, and Events revenue increased 3.7% to prior year on an organic same store basis.

Operating income was $11.5 million and Net loss was $2.0 million. Both were negatively impacted by approximately $6.2 million of charges related to the upsizing and extension of our credit facility and consolidation of press equipment.

As Adjusted EBITDA was $37.1 million, which is up 0.4% to prior year, and Free Cash Flow was $27.3 million, which is up 1.6% to prior year, both of which were negatively impacted in September by approximately $1 million due to the hurricanes.

Third Quarter 2017 Dividend

New Media’s Board of Directors declared a third quarter 2017 cash dividend of $0.37 per share of common stock. This represents an increase of 5.7% to the prior quarter. The dividend is payable on November 16, 2017 to shareholders of record as of the close of business on November 8, 2017.

The declaration and payment of any dividends are at the sole discretion of the Board of Directors, which may decide to change the Company’s dividend policy at any time.

Additional Information

For additional information that management believes to be useful for investors, please refer to the presentation posted on the Investor Relations section of New Media’s website, www.newmediainv.com and the Company’s Annual Report on Form 10-Kwhich will be available on the Company’s website. Nothing on our website is included or incorporated by reference herein.

Earnings Conference Call

New Media’s management will host a conference call on Thursday, October 26, 2017 at 10:00 A.M. Eastern Time. A copy of the earnings release will be posted to the Investor Relations section of New Media’s website, www.newmediainv.com.

All interested parties are welcome to participate on the live call. The conference call may be accessed by dialing 1-855-319-1124 (from within the U.S.) or 1-703-563-6359 (from outside of the U.S.) ten minutes prior to the scheduled start of the call; please reference “New Media Third Quarter Earnings Call” or access code “73796612.”

A simultaneous webcast of the conference call will be available to the public on a listen-only basis at www.newmediainv.com. Please allow extra time prior to the call to visit the website and download any necessary software required to listen to the internet broadcast.

A telephonic replay of the conference call will also be available approximately three hours following the call’s completion through 10:59 P.M. Eastern Time on Thursday, November 9, 2017 by dialing 1-855-859-2056 (from within the U.S.) or 1-404-537-3406 (from outside of the U.S.); please reference access code “73796612.”

 

3


About New Media Investment Group Inc.

New Media supports small to mid-size communities by providing locally-focused print and digital content to its consumers and premier marketing and technology solutions for our small and medium businesses partners. The Company is one of the largest publishers of locally based print and online media in the United States as measured by our 130 daily publications. As of September 24, 2017, the Company operates in 540 markets across 36 states. New Media’s portfolio of products, as of September 24, 2017, include over 640 community publications and 540 websites, serve more than 225,000 business advertising accounts, and reaches over 21 million people on a weekly basis.

For more information regarding New Media and to be added to our email distribution list, please visit www.newmediainv.com.

Same Store and Organic Same Store Revenues

Same store results take into account material acquisitions and divestitures of the Company by adjusting prior year performance to include or exclude financial results as if the Company had owned or divested a business for the comparable period. The results of several acquisitions (“tuck-in acquisitions”) were funded from the Company’s available cash and are not considered material. Organic same store revenues are same store revenues adjusted to remove non-material acquisitions and non-material divestitures, and to adjust for Commercial Print revenues that are now intercompany.

Non-GAAP Financial Measures

The Company strongly urges stockholders and other interested persons not to rely on any single financial measure to evaluate its business. In addition, because Adjusted EBITDA, As Adjusted EBITDA, and Free Cash Flow are not measures of financial performance under GAAP and are susceptible to varying calculations, these non-GAAP measures, as presented in this press release, may differ from and may not be comparable to similarly titled measures used by other companies.

Adjusted EBITDA, As Adjusted EBITDA, and Free Cash Flow

The Company defines Adjusted EBITDA as net income (loss) from continuing operations before income tax expense (benefit), interest/financing expense, depreciation and amortization, and non-cash impairments. The Company defines As Adjusted EBITDA as Adjusted EBITDA before transaction and project costs, merger and acquisition related costs, integration and reorganization costs, gain/loss on sale or disposal of assets, non-cash items such as non-cash compensation, and Adjusted EBITDA from non-wholly owned subsidiaries. The Company defines Free Cash Flow as As Adjusted EBITDA less capital expenditures, cash taxes, interest paid, and pension payments.

Management’s Use of Adjusted EBITDA, As Adjusted EBITDA, and Free Cash Flow

Adjusted EBITDA, As Adjusted EBITDA, and Free Cash Flow are not measures of financial performance under GAAP and should not be considered in isolation or as alternatives to income from operations, net income (loss), cash flow from continuing operating activities or any other measure of performance or liquidity derived in accordance with GAAP. New Media’s management believes these non-GAAP measures, as defined above, are useful to investors for the following reasons:

 

  -   Evaluating performance and identifying trends in day-to-day performance because the items excluded have little or no significance on the Company’s day-to-day operations; and

 

  -   Providing assessments of controllable expenses that afford management the ability to make decisions which are expected to facilitate meeting current financial goals as well as achieving optimal financial performance.

 

4


We use Adjusted EBITDA, As Adjusted EBITDA, and Free Cash Flow as measures of our deployed revenue generating assets between periods on a consistent basis. We believe As Adjusted EBITDA and Free Cash Flow measure our financial performance and help identify operational factors that management can impact in the short term, mainly our operating cost structure and expenses. We exclude mergers and acquisition, transaction, and project related costs such as diligence activities and new financing related costs because they represent costs unrelated to the day-to-day operating performance of the business that management can impact in the short term. We consider the loss on early extinguishment of debt to be financing related costs associated with interest expense or amortization of financing fees, which by definition are excluded from Adjusted EBITDA. Such charges are incidental to, but not reflective of our day-to-day operating performance of the business that management can impact in the short term.

Forward-Looking Statements

Certain items in this press release may constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements regarding our ability to execute on our operational strategy, hurricane related impacts, expected revenue trends and performance for Q4 and beyond, including expectations for revenue growth, and our ability to continue to grow our dividend and deliver shareholder returns, pursuing and completing future acquisitions and strategic opportunities, the timing and availability of such opportunities, the ability to source and identify such opportunities and the benefits associated with such opportunities, growing our digital business and revenues including UpCurve, the expected benefits of our growth initiatives, including through recruitment and cloud products and services, diversifying our revenue streams away from traditional print media, our ability to lower expenses including by leveraging our scale, and our ability to grow As Adjusted EBITDA and Free Cash Flow. These statements are based on management’s current expectations and beliefs and are subject to a number of risks and uncertainties, such as continued declines in traditional revenue categories, economic conditions in the markets in which we operate, including natural disasters and other factors affecting economic conditions in general, competition from other media companies, the possibility of insufficient interest in our digital business, technological developments in the media sector, an ability to source acquisition opportunities with an attractive risk-adjusted return profile, inadequate diligence of acquisition targets, and difficulties integrating and reducing expenses, including at our newly acquired businesses. These and other risks and uncertainties could cause actual results to differ materially from those described in the forward-looking statements, many of which are beyond our control. The Company can give no assurance that its expectations will be attained. Accordingly, you should not place undue reliance on any forward-looking statements contained in this press release. For a discussion of some of the risks and important factors that could cause actual results to differ from such forward-looking statements, see the risks and other factors detailed from time to time in the Company’s Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, and other filings with the Securities and Exchange Commission. Furthermore, new risks and uncertainties emerge from time to time, and it is not possible for the Company to predict or assess the impact of every factor that may cause its actual results to differ from those contained in any forward-looking statements. Such forward-looking statements speak only as of the date of this press release. The Company expressly disclaims any obligation to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in the Company’s expectations with regard thereto or change in events, conditions or circumstances on which any statement is based.

Contact:

Ashley Higgins, Investor Relations

ir@newmediainv.com

(212) 479-3160

Source: New Media Investment Group Inc.

 

5


NEW MEDIA INVESTMENT GROUP INC. AND SUBSIDIARIES

Condensed Consolidated Balance Sheets

(In thousands, except share data)

 

     September 24,
2017
    December 25,
2016
 
     (unaudited)        
Assets     

Current assets:

    

Cash and cash equivalents

   $ 160,541     $ 172,246  

Restricted cash

     3,406       3,406  

Accounts receivable, net of allowance for doubtful accounts of $5,714 and $5,478 at September 24, 2017 and December 25, 2016, respectively

     127,652       138,115  

Inventory

     18,282       18,167  

Prepaid expenses

     21,683       18,720  

Other current assets

     21,029       19,694  
  

 

 

   

 

 

 

Total current assets

     352,593       370,348  

Property, plant, and equipment, net of accumulated depreciation of $161,218 and $130,839 at September 24, 2017 and December 25, 2016, respectively

     366,710       381,319  

Goodwill

     202,388       227,954  

Intangible assets, net of accumulated amortization of $60,528 and $43,632 at September 24, 2017 and December 25, 2016, respectively

     337,473       351,477  

Other assets

     5,883       4,932  
  

 

 

   

 

 

 

Total assets

   $ 1,265,047     $ 1,336,030  
  

 

 

   

 

 

 
Liabilities and Stockholders’ Equity     

Current liabilities:

    

Current portion of long-term debt

   $ 4,527     $ 14,387  

Accounts payable

     24,905       19,105  

Accrued expenses

     82,324       84,389  

Deferred revenue

     80,375       77,987  
  

 

 

   

 

 

 

Total current liabilities

     192,131       195,868  

Long-term liabilities:

    

Long-term debt

     356,536       338,860  

Long-term liabilities, less current portion

     14,053       12,597  

Deferred income taxes

     9,773       7,786  

Pension and other postretirement benefit obligations

     24,106       25,946  
  

 

 

   

 

 

 

Total liabilities

     596,599       581,057  
  

 

 

   

 

 

 

Stockholders’ equity:

    

Common stock, $0.01 par value, 2,000,000,000 shares authorized at September 24, 2017 and December 25, 2016; 53,354,393 and 53,543,226 issued at September 24, 2017 and December 25, 2016, respectively

     527       531  

Additional paid-in capital

     702,093       742,543  

Accumulated other comprehensive loss

     (3,894     (3,977

(Accumulated deficit) retained earnings

     (29,205     16,293  

Treasury stock, at cost, 134,208 and 46,438 shares at September 24, 2017 and December 25, 2016, respectively

     (1,073     (417
  

 

 

   

 

 

 

Total stockholders’ equity

     668,448       754,973  
  

 

 

   

 

 

 

Total liabilities and stockholders’ equity

   $ 1,265,047     $ 1,336,030  
  

 

 

   

 

 

 

 

6


NEW MEDIA INVESTMENT GROUP INC. AND SUBSIDIARIES

Unaudited Condensed Consolidated Statements of Operations

and Comprehensive (Loss) Income

(In thousands, except per share data)

 

     Three months
ended
September 24,
2017
    Three months
ended
September 25,
2016
    Nine months
ended
September 24,
2017
    Nine months
ended
September 25,
2016
 

Revenues:

        

Advertising

   $ 159,481     $ 164,683     $ 482,427     $ 502,474  

Circulation

     112,792       104,693       334,160       312,664  

Commercial printing and other

     44,903       37,461       130,986       106,633  
  

 

 

   

 

 

   

 

 

   

 

 

 

Total revenues

     317,176       306,837       947,573       921,771  

Operating costs and expenses:

        

Operating costs

     177,724       172,972       532,535       519,982  

Selling, general, and administrative

     106,809       100,052       319,338       306,165  

Depreciation and amortization

     18,257       17,014       54,621       50,364  

Integration and reorganization costs

     2,210       5,197       6,817       7,532  

Impairment of long-lived assets

     —         —         6,485       —    

Goodwill and mastheads impairment

     —         —         27,448       —    

Loss (gain) on sale or disposal of assets

     686       974       (1,860     3,325  
  

 

 

   

 

 

   

 

 

   

 

 

 

Operating income

     11,490       10,628       2,189       34,403  

Interest expense

     7,848       7,391       22,283       22,269  

Loss on early extinguishment of debt

     4,767       —         4,767       —    

Other income

     (88     (62     (75     (316
  

 

 

   

 

 

   

 

 

   

 

 

 

(Loss) income before income taxes

     (1,037     3,299       (24,786     12,450  

Income tax expense (benefit)

     934       504       2,557       (4,695
  

 

 

   

 

 

   

 

 

   

 

 

 

Net (loss) income

     (1,971     2,795       (27,343     17,145  
  

 

 

   

 

 

   

 

 

   

 

 

 

(Loss) income per share:

        

Basic:

        

Net (loss) income

   $ (0.04   $ 0.06     $ (0.52   $ 0.39  

Diluted:

        

Net (loss) income

   $ (0.04   $ 0.06     $ (0.52   $ 0.38  

Dividends declared per share

   $ 0.35     $ 0.33     $ 1.05     $ 0.99  

Comprehensive (loss) income

   $ (1,944   $ 2,815     $ (27,260   $ 17,206  

 

7


NEW MEDIA INVESTMENT GROUP INC. AND SUBSIDIARIES

Unaudited Condensed Consolidated Statements of Cash Flows

(In thousands)

 

 

 

     Nine months
ended
    Nine months
ended
 
     September 24,
2017
    September 25,
2016
 

Cash flows from operating activities:

    

Net (loss) income

   $ (27,343   $ 17,145  

Adjustments to reconcile net (loss) income to net cash provided by operating activities:

    

Depreciation and amortization

     54,621       50,364  

Non-cash compensation expense

     2,364       1,846  

Non-cash interest expense

     1,710       2,089  

Deferred income taxes

     1,987       (4,983

(Gain) loss on sale or disposal of assets

     (1,860     3,325  

Non-cash charge to investments

     250       —    

Non-cash loss on early extinguishment of debt

     2,344       —    

Impairment of long-lived assets

     6,485       —    

Goodwill and mastheads impairment

     27,448       —    

Pension and other postretirement benefit obligations

     (1,803     (1,797

Changes in assets and liabilities:

    

Accounts receivable, net

     16,806       24,170  

Inventory

     373       (835

Prepaid expenses

     (2,666     (1,051

Other assets

     (1,479     (1,858

Accounts payable

     5,382       (987

Accrued expenses

     (2,989     (19,514

Deferred revenue

     (2,318     (1,809

Other long-term liabilities

     1,456       1,207  
  

 

 

   

 

 

 

Net cash provided by operating activities

     80,768       67,312  
  

 

 

   

 

 

 

Cash flows from investing activities:

    

Purchases of property, plant, and equipment

     (7,206     (7,731

Proceeds from sale of publications and other assets

     14,669       3,234  

Acquisitions, net of cash acquired

     (41,700     (107,712
  

 

 

   

 

 

 

Net cash used in investing activities

     (34,237     (112,209
  

 

 

   

 

 

 

Cash flows from financing activities:

    

Payment of debt issuance costs

     (3,470     —    

Borrowings under term loans

     20,000       —    

Repayments under term loans

     (12,632     (2,632

Payment of offering costs

     (431     —    

Purchase of treasury stock

     (656     (417

Repurchase of common stock

     (5,001     —    

Payment of dividends

     (56,046     (44,172
  

 

 

   

 

 

 

Net cash used in financing activities

     (58,236     (47,221
  

 

 

   

 

 

 

Net decrease in cash and cash equivalents

     (11,705     (92,118

Cash and cash equivalents at beginning of period

     172,246       146,638  
  

 

 

   

 

 

 

Cash and cash equivalents at end of period

   $ 160,541     $ 54,520  
  

 

 

   

 

 

 

 

8


NEW MEDIA INVESTMENT GROUP INC. AND SUBSIDIARIES

Same Store and Organic Same Store Revenues

(In thousands)

 

     Three months
ended
September 24,
2017
    Three months
ended
September 25,
2016
    Nine months
ended
September 24,
2017
    Nine months
ended
September 25,
2016
 

Total revenues from continuing operations

   $ 317,176     $ 306,837     $ 947,573     $ 921,771  

Revenue adjustment for material acquisitions(1)

     —         —         —         773  
  

 

 

   

 

 

   

 

 

   

 

 

 

Same Store Revenues

     317,176       306,837       947,573       922,544  

Tuck-in Acquisitions(2)

     (32,686     (2,916     (87,068     (7,016
  

 

 

   

 

 

   

 

 

   

 

 

 

Organic Same Store Revenues

   $ 284,490     $ 303,921     $ 860,505     $ 915,528  
  

 

 

   

 

 

   

 

 

   

 

 

 

 

(1) Material acquisitions include Erie.
(2) Tuck in acquisitions are adjusted to remove non-material acquisition and non-material divestitures, and to adjust for Commercial Print revenues the are now intercompany

 

9


NEW MEDIA INVESTMENT GROUP INC. AND SUBSIDIARIES

As Adjusted EBITDA

(In thousands, except share data)

 

     Three months
ended
September 24,
2017
    Three months
ended
September 25,
2016
    Nine months
ended
September 24,
2017
    Nine months
ended
September 25,
2016
 

Net (loss) income

   $ (1,971   $ 2,795     $ (27,343   $ 17,145  

Income tax expense (benefit)

     934       504       2,557       (4,695

Interest expense

     7,848       7,391       22,283       22,269  

Impairment of long-lived assets

     —         —         6,485       —    

Loss on early extinguishment of debt

     4,767       —         4,767       —    

Goodwill and mastheads impairment

     —         —         27,448       —    

Depreciation and amortization

     18,257       17,014       54,621       50,364  
  

 

 

   

 

 

   

 

 

   

 

 

 

Adjusted EBITDA from continuing operations

     29,835       27,704       90,818       85,083  

Non-cash compensation and other expense

     4,393       3,118       11,316       10,231  

Integration and reorganization costs

     2,210       5,197       6,817       7,532  

Loss (gain) on sale or disposal of assets

     686       974       (1,860     3,325  
  

 

 

   

 

 

   

 

 

   

 

 

 

As Adjusted EBITDA

     37,124       36,993       107,091       106,171  

Interest Paid(1)

     (6,896     (6,690     (20,066     (20,160

Net capital expenditures

     (2,382     (2,288     (7,206     (7,731

Pension payments

     (926     (824     (1,803     (1,797

Cash taxes(2)

     387       (304     151       (1,908
  

 

 

   

 

 

   

 

 

   

 

 

 

Free Cash Flow

     27,307       26,887       78,167       74,575  
  

 

 

   

 

 

   

 

 

   

 

 

 

Basic weighted average shares outstanding

     52,868,745       44,533,517       53,058,341       44,515,167  

Diluted weighted average shares outstanding

     52,868,745       44,674,893       53,058,341       44,600,058  

 

(1) Average interest paid during 2017 for the nine month period.
(2) Cash paid, net of refunds.

 

10

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