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Section 1: 8-K (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 Act of 1934
 
Date of Report (Date of earliest event reported): August 5, 2019
 
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))
 
Securities registered pursuant to Section 12(b) of the Act:

Title of each class
 
Trading
Symbol(s)
 
Name of each exchange
on which registered
Common Stock, par value $0.01 per share
 
NEWM
 
New York Stock Exchange
 
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.



ITEM 2.02 RESULTS OF OPERATIONS AND FINANCIAL CONDITION

On August 5, 2019, New Media Investment Group Inc. (the “Company”) issued a press release announcing its financial results for the second quarter ended June 30, 2019. A copy of the press release is furnished herewith as Exhibit 99.1, which is incorporated herein by reference.

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.

ITEM 9.01 – FINANCIAL STATEMENTS AND EXHIBITS

(d) Exhibits
   
   



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 hereunto duly authorized.

 
NEW MEDIA INVESTMENT GROUP INC.
 
 
 
 
Date:  August 5, 2019 By: /s/ Michael E. Reed
    Name: 
Michael E. Reed
    Title: Chief Executive Officer and President
       





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Section 2: EX-99.1 (EXHIBIT 99.1)


Exhibit 99.1

New Media Announces Solid Second Quarter 2019 Results


Total Revenues of $404.4 million

Operating income of $12.2 million

As Adjusted EBITDA of $47.5 million*

Free Cash Flow of $33.6 million*

Declared second quarter dividend of $0.38

Today announced the acquisition of Gannett, Inc. in a concurrent press release. Management will host an investor call about the transaction and earnings at 4:15pm ET. 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.) 10 minutes prior to the scheduled start of the call; please reference access code “3747329”. A simultaneous webcast of the conference call will be accessible to the public on a listen-only basis through each company’s website. Please visit www.newmediainv.com and www.gannett.com.

NEW YORK, N.Y. August 5, 2019 – New Media Investment Group Inc. (NYSE: NEWM) today reported its financial results for the second quarter ended June 30, 2019.

($ in million, except per share)
     
GAAP Reporting
   
Q2 2019
 
     Revenues
 
$
404.4
 
     Operating income
 
$
12.2
 
     Net income attributable to New Media
 
$
2.8
 
Non-GAAP Reporting*
   
Q2 2019
 
     As Adjusted EBITDA
 
$
47.5
 
     Free Cash Flow
 
$
33.6
 

*For definitions and reconciliations of Non-GAAP Reporting measures, please refer to the Non-GAAP Financial Measures Note and reconciliations below.

“Our results this quarter were in line with our expectations and reflect improvement over the first quarter in organic same store revenue by fifty basis points. Our growth businesses continue to perform well, with revenue at GateHouse Live up 82.9% over the prior year. Circulation revenue trends were in line with the first quarter and we continue to see strength in our strategy to grow subscribers, with digital subscriptions of 195,000, up 54.6% to prior year,” said Michael Reed, New Media President and Chief Executive Officer.

“As Adjusted EBITDA and Free Cash Flow were strong in the quarter at $47.5 million and $33.6 million respectively. We are also very excited to announce this morning our agreement to acquire Gannett, which will create the leading media and marketing services company in the U.S. The combined company will be well positioned to accelerate its digital transformation and unlock meaningful shareholder value through synergies.”

Second Quarter 2019 Financial Results
New Media recorded total revenues of $404.4 million for the quarter, up 4.0% compared to the prior year, and down 6.9% on an organic same store basis. The same store trend was an improvement of fifty basis points over the first quarter.

1

Traditional Print advertising revenue for the quarter decreased 15.3% on an organic same store basis compared to the prior year. This decline was fifty basis points worse than the first quarter.

Digital revenue increased 12.2% on a reported basis from the prior year to $51.2 million, representing 12.7% of total revenue in the second quarter.  UpCurve generated $27.3 million in revenue, an increase of 13.7% as compared with the prior year on a reported basis.

Circulation revenue decreased 5.5% on an organic same store basis, which was in line with the first quarter trend. Our focus on growing subscriber volumes continues to perform well with digital-only subscribers growing to 195,000, an increase of 54.6% compared to the prior year.

Commercial Print, Distribution and Events revenue increased 9.7% compared to the prior year on an organic same store basis, driven by the 82.9% growth of GateHouse Live and Promotions. The second quarter typically is the largest for that business.

Operating income was $12.2 million for the quarter and Net income attributable to New Media was $2.8 million for the quarter.

As Adjusted EBITDA and Free Cash Flow were $47.5 million and $33.6 million, respectively, for the quarter.

Second Quarter 2019 Dividend

New Media’s Board of Directors declared a second quarter 2019 cash dividend of $0.38 per share of common stock. The dividend is payable on August 28, 2019 to shareholders of record as of the close of business on August 20, 2019.

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.
 
Earnings Conference Call

In light of today’s announcement of the agreement to acquire Gannett Co., Inc., New Media’s management will host a conference call to discuss the transaction and earnings on Monday, August 5, 2019 at 4:15 P.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. 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.) 10 minutes prior to the scheduled start of the call; please reference access code “3747329”. A simultaneous webcast of the conference call will be accessible to the public on a listen-only basis through each company’s website. Please visit www.newmediainv.com and www.gannett.com.

The webcast replay of the conference call will also be available approximately two hours following the completion of the call on the Investor Relation section of New Media’s website.

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 to our small and medium business partners. The Company is one of the largest publishers of locally based print and online media in the United States as measured by our 154 daily publications.  As of June 30, 2019, New Media operates in over 600 markets across 39 states reaching over 21 million people on a weekly basis and serves over 200,000 business customers.

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

2

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.

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.

3


Forward-Looking Statements
 
Certain statements in this communication may constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 that reflect New Media’s current views regarding, among other things, the proposed transaction between New Media and Gannett, the expected timetable for completing the proposed transaction, the benefits and synergies of the proposed transaction and future opportunities for the combined company, as well as other statements that are other than historical fact. Words such as “anticipate(s),” “expect(s),” “intend(s),” “plan(s),” “target(s),” “project(s),” “believe(s),” “will,” “aim,” “would,” “seek(s),” “estimate(s)” and similar expressions are intended to identify such forward-looking statements.
 
Forward-looking statements are based on management’s current expectations and beliefs and are subject to a number of known and unknown risks, uncertainties and other factors that could lead to actual results materially different from those described in the forward-looking statements. New Media can give no assurance that its expectations will be attained. The actual results, liquidity and financial condition may differ from the anticipated results, liquidity and financial condition indicated in these forward-looking statements.  These forward-looking statements are not a guarantee of future performance and involve risks and uncertainties, and there are certain important factors that could cause actual results to differ, possibly materially from expectations or estimates reflected in such forward-looking statements, including, among others:
 
continued declines in advertising and circulation revenues, economic conditions in the markets in which New Media operates, including natural disasters, tariffs and other factors affecting economic conditions generally, competition from other media companies;
 
the possibility of insufficient interest in New Media's digital and other businesses, 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;
 
New Media's and Gannett's ability to consummate the proposed transaction and to meet expectations regarding the timing and completion of the proposed transaction;
 
the satisfaction or waiver of the conditions to the completion of the proposed transaction, including the receipt of the required approval of New Media’s stockholders and Gannett’s stockholders with respect to the proposed transaction and the receipt of regulatory clearances required to consummate the proposed transaction, in each case, on the terms expected or on the anticipated schedule;
 
the risk that the parties may be unable to achieve the anticipated benefits of the proposed transaction, including synergies and operating efficiencies, within the expected time-frames or at all;
 
the risk that the committed financing necessary for the consummation of the proposed transaction is unavailable at the closing, and that any replacement financing may not be available on similar terms, or at all;
 
the risk that the businesses will not be integrated successfully or that integration may be more difficult, time-consuming or costly than expected;
 
the risk that operating costs, customer loss and business disruption (including, without limitation, difficulties in maintaining relationships with employees, customers, clients or suppliers) may be greater than expected following the proposed transaction;
 
general economic and market conditions;
 
the retention of certain key employees; and
 
the combined company’s ability to grow its digital marketing and business services initiatives, and grow its digital audience and advertiser base.
 
Additional risk factors that could cause actual results to differ materially from expectations include, but are not limited to, the risks identified by New Media in its most recent Annual Report on Form 10-K, Quarterly Report on Form 10-Q and Current Reports on Form 8-K. Such forward-looking statements speak only as of the date on which they are made. Except to the extent required by law, New Media expressly disclaims any obligation to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in their expectations with regard thereto or change in events, conditions or circumstances on which any statement is based.
 
4


No Offer or Solicitation
 
This communication is neither an offer to sell, nor a solicitation of an offer to buy any securities, the solicitation of any vote or approval in any jurisdiction pursuant to or in connection with the proposed transaction or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended, and otherwise in accordance with applicable law.
 
Additional Information and Where to Find It
 
This communication may be deemed to be solicitation material in respect of the proposed transaction between the Company and Gannett. The proposed transaction will be submitted to the Company’s stockholders and Gannett’s stockholders for their consideration.  In connection with the proposed transaction, the Company intends to file with the SEC a registration statement on Form S-4 (the “Registration Statement”), which will include a prospectus with respect to shares of the Company’s common stock to be issued in the proposed transaction and a joint proxy statement for the Company’s stockholders and Gannett’s stockholders (the “Joint Proxy Statement”), and each of the Company and Gannett will mail the Joint Proxy Statement to their respective stockholders and file other documents regarding the proposed acquisition with the SEC.  Stockholders of the Company and Gannett are urged to read all relevant documents filed with the SEC, including the Registration Statement and the Joint Proxy Statement, as well as any amendments or supplements to these documents, carefully when they become available because they will contain important information about the proposed transaction.  The Registration Statement, the Joint Proxy Statement and other relevant materials (when they become available) and any other documents filed or furnished by the Company or Gannett with the SEC may be obtained free of charge at the SEC’s web site, http://www.sec.gov.  In addition, security holders will be able to obtain free copies of the Registration Statement and the Joint Proxy Statement from the Company upon written request to the Company at 1345 Avenue of the Americas, Floor 45, New York, NY 10105, or by calling (212) 479-3160.
 
Participants in Solicitation
 
The Company and Gannett and their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from the holders of shares of the Company common stock and holders of shares of Gannett common stock in respect of the proposed transaction. Information about the directors and executive officers of the Company is set forth in the proxy statement for the Company’s 2019 Annual Meeting of Stockholders, which was filed with the SEC on April 12, 2019. Information about the directors and executive officers of Gannett is set forth in the proxy statement for Gannett’s 2019 Annual Meeting of Stockholders, which was filed with the SEC on March 26, 2019. Investors may obtain additional information regarding the interest of such participants by reading the Registration Statement and the Joint Proxy Statement (once available).  You may obtain free copies of these documents using the sources indicated above.
 
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 (UNAUDITED)
(In thousands, except share data)
         

 
 
June 30, 2019
   
December 30, 2018
 
 
           
Assets
 
Current assets:
           
Cash and cash equivalents
 
$
20,029
   
$
48,651
 
Restricted cash
   
3,155
     
4,119
 
Accounts receivable, net of allowance for doubtful accounts of $8,694 and $8,042 at June 30, 2019 and December 30, 2018, respectively
   
150,675
     
174,274
 
Inventory
   
19,647
     
25,022
 
Prepaid expenses
   
30,506
     
23,935
 
Other current assets
   
20,733
     
21,608
 
Total current assets
   
244,745
     
297,609
 
Property, plant, and equipment, net of accumulated depreciation of $243,304 and $219,256 at June 30, 2019 and December 30, 2018, respectively
   
330,942
     
339,608
 
Operating lease right-of-use asset, net
   
109,521
     
-
 
Goodwill
   
317,151
     
310,737
 
Intangible assets, net of accumulated amortization of $119,561 and $101,543 at June 30, 2019 and December 30, 2018, respectively
   
474,900
     
486,054
 
Other assets
   
10,619
     
9,856
 
Total assets
 
$
1,487,878
   
$
1,443,864
 
 
               
Liabilities and Stockholders’ Equity
 
Current liabilities:
               
Current portion of long-term debt
 
$
3,296
   
$
12,395
 
Current portion of operating lease liabilities
   
14,492
     
-
 
Accounts payable
   
12,454
     
16,612
 
Accrued expenses
   
98,864
     
113,650
 
Deferred revenue
   
113,259
     
105,187
 
Total current liabilities
   
242,365
     
247,844
 
Long-term liabilities:
               
Long-term debt
   
434,672
     
428,180
 
Long-term operating lease liabilities
   
102,431
     
-
 
Deferred income taxes
   
6,486
     
8,282
 
Pension and other postretirement benefit obligations
   
23,747
     
24,326
 
Other long-term liabilities
   
10,817
     
16,462
 
Total liabilities
   
820,518
     
725,094
 
Redeemable noncontrolling interests
   
1,098
     
1,547
 
Stockholders’ equity:
               
Common stock, $0.01 par value, 2,000,000,000 shares authorized; 60,806,451 shares issued and 60,481,674 shares outstanding at June 30, 2019; 60,508,249 shares issued and 60,306,286 shares outstanding at December 30, 2018
   
608
     
605
 
Additional paid-in capital
   
677,574
     
721,605
 
Accumulated other comprehensive loss
   
(6,938
)
   
(6,881
)
(Accumulated deficit) retained earnings
   
(2,409
)
   
3,767
 
Treasury stock, at cost, 324,777 and 201,963 shares at June 30, 2019 and December 30, 2018, respectively
   
(2,573
)
   
(1,873
)
Total stockholders’ equity
   
666,262
     
717,223
 
Total liabilities, redeemable noncontrolling interests and stockholders’ equity
 
$
1,487,878
   
$
1,443,864
 

6

NEW MEDIA INVESTMENT GROUP INC. AND SUBSIDIARIES
 
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
 
AND COMPREHENSIVE INCOME (LOSS) (UNAUDITED)
 
(In thousands, except per share data)
 
 
                       
 
                       
 
 
 
Three months ended
   
Six months ended
 
 
 
June 30, 2019
   
July 1, 2018
   
June 30, 2019
   
July 1, 2018
 
 
                       
Revenues:
                       
Advertising
 
$
184,767
   
$
187,609
   
$
363,462
   
$
350,868
 
Circulation
   
150,850
     
144,536
     
303,015
     
274,527
 
Commercial printing and other
   
68,770
     
56,657
     
125,510
     
104,172
 
Total revenues
   
404,387
     
388,802
     
791,987
     
729,567
 
Operating costs and expenses:
                               
Operating costs
   
233,407
     
217,775
     
462,902
     
414,164
 
Selling, general, and administrative
   
130,040
     
126,837
     
261,548
     
245,656
 
Depreciation and amortization
   
23,328
     
19,935
     
44,251
     
39,182
 
Integration and reorganization costs
   
3,230
     
1,749
     
7,342
     
4,179
 
Impairment of long-lived assets
   
1,262
     
-
     
2,469
     
-
 
Net loss (gain) on sale or disposal of assets
   
947
     
(808
)
   
2,737
     
(3,979
)
Operating income
   
12,173
     
23,314
     
10,738
     
30,365
 
Interest expense
   
10,212
     
8,999
     
20,346
     
17,351
 
Other income
   
(311
)
   
(337
)
   
(571
)
   
(857
)
Income (loss) before income taxes
   
2,272
     
14,652
     
(9,037
)
   
13,871
 
Income tax (benefit) expense
   
(343
)
   
2,946
     
(2,297
)
   
2,830
 
Net income (loss)
   
2,615
     
11,706
     
(6,740
)
   
11,041
 
Net loss attributable to redeemable noncontrolling interests
   
(200
)
   
-
     
(449
)
   
-
 
Net income (loss) attributable to New Media
 
$
2,815
   
$
11,706
   
$
(6,291
)
 
$
11,041
 
 
                               
 
                               
Income (loss) per share:
                               
Basic:
                               
Net income (loss) attributable to New Media
 
$
0.05
   
$
0.20
   
$
(0.10
)
 
$
0.20
 
Diluted:
                               
Net income (loss) attributable to New Media
 
$
0.05
   
$
0.20
   
$
(0.10
)
 
$
0.20
 
                                 
Dividends declared per share
 
$
0.38
   
$
0.37
   
$
0.76
   
$
0.74
 
 
                               
                                 
Comprehensive income (loss)
 
$
2,588
   
$
11,638
   
$
(6,797
)
 
$
10,906
 
Comprehensive loss attributable to redeemable noncontrolling interests
   
(199
)
   
-
     
(448
)
   
-
 
Comprehensive income (loss) attributable to New Media
 
$
2,787
   
$
11,638
   
$
(6,349
)
 
$
10,906
 
7


NEW MEDIA INVESTMENT GROUP INC. AND SUBSIDIARIES
 
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
 
(In thousands)
 
 
           
 
           
 
 
Six months ended
 
 
 
June 30, 2019
   
July 1, 2018
 
 
           
Cash flows from operating activities:
           
Net (loss) income
 
$
(6,740
)
 
$
11,041
 
Adjustments to reconcile net (loss) income to net cash provided by operating activities:
               
Depreciation and amortization
   
44,251
     
39,182
 
Non-cash compensation expense
   
1,843
     
1,832
 
Non-cash interest expense
   
689
     
1,078
 
Deferred income taxes
   
(1,796
)
   
2,264
 
Net loss (gain) on sale or disposal of assets
   
2,737
     
(3,979
)
Impairment of long-lived assets
   
2,469
     
-
 
Pension and other postretirement benefit obligations
   
(649
)
   
(984
)
Changes in assets and liabilities:
               
Accounts receivable, net
   
26,707
     
15,591
 
Inventory
   
6,287
     
(4,858
)
Prepaid expenses
   
(6,035
)
   
(3,777
)
Other assets
   
(109,775
)
   
5,255
 
Accounts payable
   
(4,962
)
   
(806
)
Accrued expenses
   
3,328
     
(6,845
)
Deferred revenue
   
2,254
     
1,452
 
Other long-term liabilities
   
97,045
     
1,157
 
Net cash provided by operating activities
   
57,653
     
57,603
 
Cash flows from investing activities:
               
Acquisitions, net of cash acquired
   
(39,353
)
   
(149,604
)
Purchases of property, plant, and equipment
   
(4,934
)
   
(5,041
)
Proceeds from sale of real estate, other assets and insurance
   
7,107
     
12,585
 
Net cash used in investing activities
   
(37,180
)
   
(142,060
)
Cash flows from financing activities:
               
Payment of debt issuance costs
   
-
     
(500
)
Borrowings under term loans
   
-
     
49,750
 
Repayments under term loans
   
(11,296
)
   
(2,062
)
Borrowings under revolving credit facility
   
102,900
     
-
 
Repayments under revolving credit facility
   
(94,900
)
   
-
 
Payment of offering costs
   
-
     
(152
)
Issuance of common stock, net of underwriters’ discount
   
-
     
111,099
 
Purchase of treasury stock
   
(700
)
   
(753
)
Payment of dividends
   
(46,066
)
   
(42,226
)
Net cash (used in) provided by financing activities
   
(50,062
)
   
115,156
 
Effect of exchange rate changes on cash and cash equivalents
   
3
     
-
 
Net (decrease) increase in cash, cash equivalents and restricted cash
   
(29,586
)
   
30,699
 
Cash, cash equivalents and restricted cash at beginning of period
   
52,770
     
46,162
 
Cash, cash equivalents and restricted cash at end of period
 
$
23,184
   
$
76,861
 


8


NEW MEDIA INVESTMENT GROUP INC. AND SUBSIDIARIES
 
AS ADJUSTED EBITDA AND FREE CASH FLOW
 
(In thousands, except share data)
 
   
 
                       
 
 
Three months ended
   
Six months ended
 
 
 
June 30, 2019
   
July 1, 2018
   
June 30, 2019
   
July 1, 2018
 
 
                       
Net income (loss)
 
$
2,615
   
$
11,706
   
$
(6,740
)
 
$
11,041
 
Income tax (benefit) expense
   
(343
)
   
2,946
     
(2,297
)
   
2,830
 
Interest expense
   
10,212
     
8,999
     
20,346
     
17,351
 
Impairment of long-lived assets
   
1,262
     
-
     
2,469
     
-
 
Depreciation and amortization
   
23,328
     
19,935
     
44,251
     
39,182
 
Adjusted EBITDA
   
37,074
     
43,586
     
58,029
     
70,404
 
Non-cash compensation and other expense
   
6,255
     
4,224
     
12,454
     
10,674
 
Integration and reorganization costs
   
3,230
     
1,749
     
7,342
     
4,179
 
Net loss (gain) on sale or disposal of assets
   
947
     
(808
)
   
2,737
     
(3,979
)
As Adjusted EBITDA
   
47,506
     
48,751
     
80,562
     
81,278
 
Interest Paid(1)
   
(9,928
)
   
(8,652
)
   
(19,495
)
   
(16,332
)
Net capital expenditures
   
(2,692
)
   
(3,112
)
   
(4,934
)
   
(5,041
)
Pension payments
   
(373
)
   
(615
)
   
(649
)
   
(984
)
Cash taxes(2)
   
(908
)
   
(699
)
   
(921
)
   
(699
)
Free Cash Flow
 
$
33,605
   
$
35,673
   
$
54,563
   
$
58,222
 
Basic weighted average shares outstanding
   
60,030,748
     
59,279,159
     
59,997,891
     
56,106,899
 
Diluted weighted average shares outstanding
   
60,030,748
     
59,720,010
     
59,997,891
     
56,486,474
 
                                 

(1)
Average interest paid during 2019 for the six month period.
(2)
Cash paid, net of refunds.

9


NEW MEDIA INVESTMENT GROUP INC. AND SUBSIDIARIES
 
SAME STORE AND ORGANIC SAME STORE REVENUES
 
(In thousands)
 
   
 
                       
 
 
Three months ended
   
Six months ended
 
 
 
June 30, 2019
   
July 1, 2018
   
June 30, 2019
   
July 1, 2018
 
 
                       
 
                       
Total revenues from continuing operations
 
$
404,387
   
$
388,802
   
$
791,987
   
$
729,567
 
Revenue adjustment for material acquisitions
   
-
     
-
     
-
     
-
 
Same Store Revenues
   
404,387
     
388,802
     
791,987
     
729,567
 
Tuck-in Acquisitions(1)
   
(47,196
)
   
(4,959
)
   
(120,255
)
   
(6,034
)
Organic Same Store Revenues
 
$
357,191
   
$
383,843
   
$
671,732
   
$
723,533
 
 
                               

(1)
Tuck-in acquisitions are adjusted to remove non-material acquisitions and non-material divestitures, and to adjust for Commercial Print revenues that are now intercompany.

10

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