UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
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| x | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the Fiscal Year Ended December 31, 2007
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| o | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Commission File Number 001-33091
GateHouse Media, Inc.
(Exact Name of Registrant as Specified in Its Charter)
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| Delaware | 36-4197635 | |
| (State or Other Jurisdiction of Incorporation or Organization) |
(I.R.S. Employer Identification No.) |
350 WillowBrook Office Park,
Fairport, New York 14450
(Address of Principal Executive Offices)
Telephone: (585) 598-0030
(Registrant’s Telephone Number, Including Area Code)
Securities Registered Pursuant to Section 12(b) of the Act:
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| Title of Each Class | Name of Each Exchange on Which Registered | |
| Common stock, $0.01 par value per share | New York Stock Exchange |
Securities Registered Pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes o NO x
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes o NO x
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x NO o
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check One):
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| Large accelerated filer o | Accelerated filer x | Non-accelerated filer o | Smaller reporting company o |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o NO x
The aggregate market value of the voting common equity held by non-affiliates of the registrant on June 29, 2007, the last business day of the registrant’s most recently completed second fiscal quarter, was approximately $306,443,032 million. The market value calculation was determined using a per share price of $18.55, the price at which the registrant’s common stock was last sold on the New York Stock Exchange on such date. For purposes of this calculation, shares held by non-affiliates excludes only those shares beneficially owned by the registrant’s executive officers, directors, and stockholders owning 10% or more of the outstanding common stock (and, in each case, their immediate family members and affiliates).
As of March 7, 2008, 58,073,053 shares of the registrant’s common stock were outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the registrant’s definitive proxy statement, to be delivered to stockholders in connection with the registrant’s 2008 annual meeting of stockholders, are incorporated by reference into Part III of this Annual Report on Form 10-K to the extent described therein.
GATEHOUSE MEDIA, INC.
FORM 10-K
FOR THE YEAR ENDED DECEMBER 31, 2007
TABLE OF CONTENTS
i
Unless the context otherwise requires, in this report on Form 10-K:
| • | “2005 Credit Facility” refers to the term loan and revolving credit facilities that were entered into on February 28, 2005; |
| • | “2006 Credit Facility” refers to the first and second lien term loan credit facilities that were entered into on June 6, 2006, as amended; |
| • | “2006 Financing” refers to the financing transactions contemplated by the 2006 Credit Facility; |
| • | “2006 First Lien Facility” refers to the first lien term loan facility, comprising part of the 2006 Credit Facility, remaining after the repayment and termination of the second lien term loan credit facility; |
| • | “2007 Credit Facility” refers to the amendment and restatement of the 2006 First Lien Facility that was entered into on February 27, 2007; |
| • | “2007 Credit Facility Financing” refers to the financing transactions contemplated by the 2007 Credit Facility; |
| • | “2007 Financings” refers to the financing transactions contemplated by the 2007 Credit Facility, the First Amendment and the Bridge Facility; |
| • | “Bridge Facility” refers to the bridge term loan credit facility that was entered into on April 11, 2007; |
| • | “Bridge Loan” refers to the proceeds of the Bridge Facility; |
| • | “Copley” refers to The Copley Press, Inc.; |
| • | “Copley Acquisition” refers to the acquisition by us of all the stock of certain wholly-owned subsidiaries of Copley and the acquisition by us of certain assets, and the assumption of certain liabilities, of Copley which, taken together, comprised Copley’s midwest (Ohio and Illinois) operations and business; |
| • | “CP Media” and “CNC” refer to CP Media, Inc. and its predecessor entities; |
| • | “CP Media Acquisition” and “CNC Acquisition” refer to the acquisition by us of substantially all of the assets, and assumption of certain liabilities, of CP Media; |
| • | “Enterprise” refers to Enterprise NewsMedia, LLC and its subsidiaries and predecessor entities; |
| • | “Enterprise Acquisition” refers to the acquisition by us of all of the equity interests of Enterprise; |
| • | “First Amendment” refers to the amendment to the 2007 Credit Facility that was entered into on May 7, 2007; |
| • | “Fortress” refers to Fortress Investment Group LLC and certain of its affiliates, including certain funds managed by it or its affiliates; |
| • | “GAAP” refers to U.S. generally accepted accounting principles; |
| • | “Gannett” refers to Gannett Co., Inc.; |
| • | “Gannett Acquisition” refers to the acquisition by us of substantially all of the assets, and assumption of certain liabilities, of four daily newspapers and related publications and websites owned by Gannett in Rockford, Illinois; Utica, New York; Norwich, Connecticut; and Huntington, West Virginia; |
| • | “GateHouse Media,” “GateHouse,” the “Company,” “we,” “our” and “us” refer to GateHouse Media, Inc. and its subsidiaries and predecessor entities; |
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| • | “IPO” refers to our initial public offering of 13,800,000 shares of common stock completed on October 30, 2006 (unless the context otherwise indicates, this does not include the 2,070,000 shares of common stock sold pursuant to the exercise of the underwriters’ option to purchase additional shares on November 3, 2006); |
| • | “Massachusetts Acquisitions” refers to the CNC Acquisition and the Enterprise Acquisition; |
| • | “Merger” refers to the June 6, 2005 merger pursuant to which FIF III Liberty Holdings LLC, a wholly-owned subsidiary of Fortress, merged with and into the Company, with the Company surviving the merger and Fortress becoming our principal and controlling stockholder; |
| • | “Morris” refers to Morris Publishing Group; |
| • | “Morris Acquisition” refers to the acquisition by us of substantially all of the assets, and assumption of certain liabilities of 15 daily newspapers and related publications and websites owned by Morris Publishing Group in South Dakota, Florida, Kansas, Michigan, Missouri, Nebraska, Oklahoma and Tennessee; |
| • | “Predecessor” refers to GateHouse prior to the consummation of the Merger; |
| • | “Predecessor Period” refers to the period prior to the consummation of the Merger; |
| • | “Pro forma” refers to GateHouse after giving effect to (i) for the year ended December 31, 2007, the Copley Acquisition, the Gannett Acquisition and the 2007 Financings; (ii) for the year ended December 31, 2006, the Massachusetts Acquisitions, the Copley Acquisition, the Gannett Acquisition and the 2007 Financings; and (iii) for the year ended December 31, 2005, the Merger, the Massachusetts Acquisitions and the 2006 Financing, in each case as of the beginning of the applicable period or as of the applicable date; |
| • | “Successor” refers to GateHouse after the consummation of the Merger; |
| • | “Successor Period” refers to the period after the consummation of the Merger; |
| • | “SureWest” refers to SureWest Directories; and |
| • | “SureWest Acquisition” refers to the acquisition by us of all the equity interests of SureWest. |
Any data set forth anywhere in this report on Form 10-K regarding the number of our products, circulation, facilities, markets or employees is as of December 31, 2007, unless otherwise indicated.
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CAUTIONARY NOTE REGARDING FORWARD LOOKING INFORMATION
The following discussion of our financial condition and results of operations should be read in conjunction with our historical consolidated financial statements and notes to those statements appearing in this report. The discussion and analysis below includes certain forward-looking statements that are subject to risks, uncertainties and other factors described in this report, including under the heading “Risk Factors” in Item 1A of this report, that could cause actual future growth, results of operations, performance and business prospects and opportunities to differ materially from those expressed in, or implied by, such forward looking information.
Certain statements in this report on Form 10-K may constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 that reflect our current views regarding, among other things, our future growth, results of operations, performance and business prospects and opportunities, 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”, “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. We can give no assurance that our expectations will be attained. Factors that could cause actual results to differ materially from our expectations include, but are not limited to the risks identified by us under the heading “Risk Factors” in Item 1A of this report. Such forward-looking statements speak only as of the date on which they are made. Except to the extent required by law, we expressly disclaim any obligation to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in our expectations with regard thereto or change in events, conditions or circumstances on which any statement is based.
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PART I
Item 1. Business
General Overview
We are one of the largest publishers of locally based print and online media in the United States as measured by number of daily publications. We were incorporated in Delaware in 1997 for purposes of acquiring a portion of the daily and weekly newspapers owned by American Publishing Company. On May 9, 2005, FIF III Liberty Holdings LLC, an affiliate of Fortress Investment Group LLC, entered into an Agreement and Plan of Merger with us pursuant to which a wholly-owned subsidiary of FIF III Liberty Holdings LLC merged with and into us (the “Merger”). The Merger was effective on June 6, 2005, thus making FIF III Liberty Holdings LLC our principal and controlling stockholder. Prior to the effectiveness of the Merger, affiliates of Leonard Green & Partners, L.P. controlled us.
Our business model is to be the preeminent provider of local content and advertising in the small and midsize markets we serve. Our portfolio of products, which includes 515 community publications and more than 250 related websites and seven yellow page directories, serves over 233,000 business advertising accounts and reaches approximately 10 million people on a weekly basis. All data contained in this report regarding the number of our products, circulation, facilities or employees is as of December 31, 2007, unless otherwise indicated.
Our core products include:
| • | 101 daily newspapers with total paid circulation of approximately 906,000; |
| • | 282 weekly newspapers (published up to three times per week) with total paid circulation of approximately 606,000 and total free circulation of approximately 905,000; |
| • | 132 “shoppers” (generally advertising-only publications) with total circulation of approximately 2.3 million; |
| • | over 250 locally focused websites, which extend our franchises onto the internet; and |
| • | seven yellow page directories, with a distribution of approximately 810,000, that covers a population of approximately 2.0 million people. |
In addition to our core products, we also opportunistically produce niche publications that address specific local market interests such as recreation, sports, healthcare and real estate. During the last twelve months, we created approximately 160 niche publications.
Our print and online products focus on the local community from both a content and advertising standpoint. As a result of our focus on small and midsize markets, we are usually the primary, and sometimes the sole, provider of comprehensive and in-depth local market news and information in the communities we serve. Our content is primarily devoted to topics that we believe are highly relevant and of interest to our audience such as local news and politics, community and regional events, youth sports, opinion and editorial pages, and local schools.
More than 73% of our daily newspapers have been published for more than 100 years and 95% have been published for more than 50 years. We believe that the longevity of our publications demonstrates the value and relevance of the local information that we provide and has created a strong foundation of reader loyalty and a highly recognized media brand name in each community we serve. As a result of these factors, we believe that our publications have high local audience penetration rates in our markets, thereby providing advertisers with strong local market reach.
We have a strong history of growth through acquisitions and new product launches. Since our inception, we have acquired 395 daily and weekly newspapers, shoppers and directories. This strategy has been a critical component of our growth, and we expect to continue to pursue it in the future. We believe we have demonstrated an ability to successfully integrate acquired publications and improve their performance through sound management, including revenue generating and direct cost saving initiatives. Given our scale, we see significant opportunities to continue our acquisition and integration strategy within the highly fragmented local media industry.
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We operate in 383 markets across 23 states. A key element of our business strategy is geographic clustering of publications to realize operating efficiencies and provide consistent management. We share best practices across our organization, giving each publication the benefit of proven and executable revenue producing and cost saving initiatives. We regionally cluster functions such as ad composition, bookkeeping and production and give each publication in a cluster access to top quality production equipment, which we believe enables us to cost-efficiently provide superior products and service to our customers. In addition, our size allows us to achieve economies of scale in the purchase of insurance, newsprint and other supplies. We believe that these advantages, together with the generally lower overhead costs associated with operating in small and midsize markets, allow us to generate high operating profit margins.
Our advertising revenue tends to be stable and recurring because of our geographic diversity, with our revenues coming from markets across 23 states, the large number of products we publish and our fragmented, diversified local advertising customer base. We believe that local advertising tends to be less sensitive to economic cycles than national advertising because local businesses generally have fewer advertising channels in which to reach the local audience. We are also less reliant than large metropolitan newspapers upon classified advertising, particularly the recruiting and real estate categories, which are generally more sensitive to economic conditions.
Industry Overview
We operate in what is sometimes referred to as the “hyper-local” or community market within the media industry. Media companies that serve this segment provide highly focused local content and advertising that is generally unique to each market they serve and is not readily obtainable from other sources. Local publications include community newspapers, shoppers, traders, real estate guides, special interest magazines and directories. Due to the unique nature of their content, community publications compete to a limited extent for advertising customers with other forms of media, including: direct mail, directories, radio, television, outdoor advertising and the internet. We believe that local publications are the most effective medium for retail advertising, which emphasizes the price of goods, in contrast to radio and broadcast and cable television, which are generally used for image advertising and because they generally have the highest local penetration rates.
Locally focused media in small and midsize communities is distinct from national and urban media delivered through outlets such as television, radio, metropolitan and national newspapers and the internet. Larger media outlets tend to offer broad based information to a geographically scattered audience. In contrast, locally oriented media outlets deliver a highly focused product that is often the only source of local information in the market it serves. Our segment of the media industry is also characterized by high barriers to entry, both economic and social. Small and midsize communities can generally only sustain one newspaper. Moreover, the brand value associated with long-term reader and advertiser loyalty, and the high start-up costs associated with developing and distributing content and selling advertisements, help to limit competition. Companies within our segment of the industry generally produce stable revenues and operating profit margins as a result of these competitive dynamics and the value created for advertisers by hyper-local content and community relationships.
Industry Fragmentation
The U.S. community newspaper industry is large and highly fragmented. We believe that there are more than 1,400 daily newspapers in the United States. We also believe that more than 1,200, or approximately 85%, of these newspapers have daily circulation of less than 50,000, which we generally define as local or community newspapers.
We believe that there are only 12 companies that own more than 25 daily newspapers each and only five (including GateHouse) that own more than 50. Of the approximately 380 owners of daily newspapers in the United States, more than 350, or 93%, own less than 10 newspapers each. We believe this fragmentation provides significant consolidation opportunities in the community newspaper industry. We also believe that fragmentation and significant acquisition opportunities exist in complementary hyper-local businesses such as directories, traders, direct mail and locally focused websites.
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Advertising Market
In 2006, the entire U.S. advertising market generated approximately $292.0 billion in revenue. We believe the locally oriented segment generated approximately $101.0 billion, or 35%, of this revenue.
The primary sources of advertising revenue for local publications are small businesses, corporations, government agencies and individuals who reside in the market that a publication serves. By combining paid circulation publications with total market coverage publications such as shoppers and other specialty publications (tailored to the specific attributes of a local community), local publications are able to reach nearly 100% of the households in a distribution area. As macroeconomic conditions in advertising change due to the internet and the wide array of available information sources, we have seen mass advertisers shift their focus toward targeted local advertising. Moreover, in addition to printed products, the majority of local publications have an online presence that further leverages the local brand and ensures higher penetration into a given market.
The Internet
The time spent online each day by media consumers continues to grow rapidly and newspaper web sites offer a wide variety of content providing comprehensive, in-depth and up to the minute coverage of news and current events. The ability to generate, publish and archive more news and information than most other sources has allowed newspapers to produce some of the most visited sites on the internet.
Local publications are well positioned to capitalize on their existing market franchise and grow their total audience base by publishing proprietary local content online. Local online media sites now include classifieds, directories of business information, local advertising, databases and most recently, audience-contributed content. This additional community-specific content will further extend and expand both the reach and the brand of the publications with readers and advertisers.
According to a Belden Associates study of local news web sites released in May 2006, building a strong local online business extends the core audience of a local publication an average of 13% to 15%. Market-based telephone surveys by the same group put that extended reach estimate as high as 19%. The site study also showed that the two primary drivers attracting visitors to a local media site were sections displaying “Local news of the day” and “Breaking news.”
The opportunity created by the extension of the core audience makes local online advertising an attractive complement for existing print advertisers while opening up new opportunities to attract local advertisers that have never advertised with local publications. In addition, we believe that national advertisers have an interest in reaching buyers on a hyper-local level and, although they typically are not significant advertisers in community publications, the internet offers them a powerful medium to reach targeted local audiences.
Circulation
According to the Newspaper Association of America, overall daily newspaper circulation, including national and urban newspapers, has declined at an average annual rate of 0.5% since 1996 and 0.8% during the three year period from 2002 to 2004. Unlike daily newspapers, total circulation of weekly publications has increased at an average annual rate of 1.0% over the same period. The charts below present industry circulation trends from 1996 through 2005.
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| Total U.S. Daily Newspaper Circulation(1) | Total U.S. Weekly Newspaper Circulation(1) | |
| (In Millions) | (In Millions) | |
![[GRAPHIC MISSING]](v096277-10k_gmichart1.jpg) |
![[GRAPHIC MISSING]](v096277-10k_gmichart2.jpg) |
| (1) | Source: Newspaper Association of America |
Our Strategy
We plan to grow our revenue and cash flow per share through a combination of (i) organic growth in our existing portfolio, (ii) disciplined acquisitions of additional assets and operating companies within the highly fragmented local media industry and (iii) the realization of economies of scale and operating efficiencies. The key elements of our strategy are:
Maintain Our Dominance in the Delivery of Proprietary Content in Our Communities. We seek to maintain our position as a leading provider of local content in the markets we serve and to leverage this position to strengthen our relationships with both readers and advertisers, thereby increasing penetration rates and market share. A critical aspect of this approach is to continue to provide local content that is not readily obtainable elsewhere.
Pursue a Disciplined and Accretive Acquisition Strategy in Existing and New Markets. The local media industry is highly fragmented and we believe we have a strong platform for creating additional shareholder value. We evaluate acquisitions on an ongoing basis and intend to pursue acquisitions of locally focused media businesses, including directories, traders, direct mail and web site operators, that are accretive to our cash flow. We continue to have a disciplined approach to acquisitions and are likely to pursue only acquisitions that are additive to our existing clusters, or are large enough to form the basis of a new cluster, or provide a platform for entry into new markets or locally focused media products. From time to time, we are in discussions with potential acquisition candidates and, although as of the date of this report on Form 10-K we are not a party to any definitive agreements relating to any material acquisitions, individually or in the aggregate, we are currently participating in competitive sales processes for several companies that meet our acquisition criteria, some of which could be significant. There can be no assurance that we will succeed in acquiring any of these companies.
Leverage Benefits of Scale and Clustering to Increase Cash Flows and Operating Profit Margins. We intend to continue to take advantage of geographic clustering to realize operating and economic efficiencies in areas such as labor, production, overhead, raw materials and distribution costs. We believe we will be able to increase our cash flows and expand our operating profit margins as we streamline and further centralize purchasing and administrative functions and integrate acquired properties.
Introduce New Products or Modify Our Products to Enhance the Value Proposition for Our Advertisers. We believe that our established positions in local markets, combined with our publishing and distribution capabilities, allow us to develop and customize new products to address the evolving interests and needs of our readers and advertisers. These products are often specialty publications that address specific interests such as employment, healthcare, hobbies and real estate. In addition, we intend to capitalize upon our unique position in local markets to introduce other marketing oriented products such as directories, magazines, shoppers and other niche publications in both online and printed format in order to further enhance our value to advertisers.
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Pursue a Content-Driven Internet Strategy. We believe that we are well-positioned to increase our online penetration and generate additional online audience and revenues due to both our ability to deliver unique local content and our relationships with readers and advertisers. We believe this presents an opportunity to increase our overall audience penetration rates and advertising market share in each of the communities we serve. We expect that centralizing our technology and building a network of websites will allow us to aggregate classified advertisements and build online classified products in areas such as real estate, automotive and recruitment. We will also have the ability to sell online display advertising and online video advertising locally and nationally. Finally, we will generally be able to share content across our organization within this network. This gives each of our publications access to technology, online management expertise, content and advertisers that they may not have been able to obtain or afford if they were operating independently.
Increase Sales Force Productivity. We aim to continue to increase the productivity of our sales force and, in turn, advertising revenues. Our approach includes ongoing company-wide training of sales representatives and sales managers with training programs that focus on strengthening their ability to gather relevant demographic information, present to customers, understanding multi-media and product portfolio sales, effectively utilize time and close on sales calls. Our training includes sharing “best practices” of our most successful account representatives. Finally, for managers, we have created a “train the trainer” program to enable our clusters to effectively propagate our training programs. We regularly evaluate the performance of our sales representatives and sales management and implement contests and other incentive compensation programs. We also regularly evaluate our advertising rates to ensure that we are maximizing revenue opportunities. We believe that better accountability and measurement of our sales force when combined with training and access to better demographic and marketing information will lead to greater productivity and revenue from the sales force.
Products
Our product mix consists of four publication types: (i) daily newspapers, (ii) weekly newspapers, (iii) shoppers and (iv) niche publications. Key characteristics of each of these types of publications are summarized in the table below. In addition, through our SureWest Acquisition, completed in the first quarter of 2007, we have also increased the number of on-line and print telephone directories in our product mix.
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| Daily Newspapers | Weekly Newspapers | Shoppers | Niche Publications | |||||
| Cost: | Paid | Paid and free | Paid and free | Paid and free | ||||
| Distribution: | Distributed four to seven days per week | Distributed one to three days per week | Distributed weekly | Distributed weekly, monthly or on annual basis | ||||
| Format: | Printed on newsprint, folded | Printed on newsprint, folded | Printed on newsprint, folded or booklet | Printed on newsprint or glossy, folded, booklet, magazine or book | ||||
| Content: | 50% editorial (local news and coverage of community events, some national headlines) and 50% ads (including classifieds) | 50% editorial (local news and coverage of community events, some national headlines for smaller markets which cannot support a daily newspaper) and 50% ads (including classifieds) | Almost 100% ads, primarily classifieds, display and inserts | Niche content and targeted ads (e.g., Chamber of Commerce city guides, tourism guides and special interest publications such as, seniors, golf, real estate, calendars and directories) |
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| Daily Newspapers | Weekly Newspapers | Shoppers | Niche Publications | |||||
| Income: | Revenue from advertisers, subscribers, rack/box sales | Paid: Revenue from advertising, subscribers, rack/box sales |
Paid: Revenue from advertising, rack/box sales | Paid: Revenue from advertising, rack/box sales |
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| Free: Advertising revenue only, provide 100% market coverage. | Free: Advertising revenue only, provide 100% market coverage | Free: Advertising revenue only | ||||||
| Internet Availability: | Available online | Major publications available online | Major publications available online | Selectively available online |
Overview of Operations
We operate in five geographic regions: Northeast, Western, Northern Midwest, Southern Midwest and Atlantic. A list of our dailies, weeklies and shoppers in each of our geographic regions is included under “List of Our Dailies, Weeklies and Shoppers” in this report. We also operate over 250 related websites. A list of such websites is included under “List of Websites” in this report.
The following table sets forth information regarding our publications.
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| Number of Publications | Circulation(1) | |||||||||||||||||||||||
| Operating Region | Dailies | Weeklies | Shoppers | Paid | Free | Total Circulation | ||||||||||||||||||
| Northeast | 9 | 117 | 11 | 407,904 | 718,820 | 1,126,724 | ||||||||||||||||||
| Western | 24 | 76 | 37 | 502,823 | 607,422 | 1,110,245 | ||||||||||||||||||
| Northern Midwest | 26 | 19 | 36 | 177,960 | 728,597 | 906,557 | ||||||||||||||||||
| Southern Midwest | 29 | 37 | 28 | 237,007 | 615,448 | 852,455 | ||||||||||||||||||
| Atlantic | 13 | 33 | 20 | 186,476 | 540,325 | 726,801 | ||||||||||||||||||
| Total | 101 | 282 | 132 | 1,512,170 | 3,210,612 | 4,722,782 | ||||||||||||||||||
| (1) | Circulation statistics are estimated by our management as of December 31, 2007, except that audited circulation statistics, to the extent available, are utilized as of the audit date. |
Northeast Region. We are one of the largest community newspaper publishers in New England by number of daily publications, serving 160 communities in markets across eastern Massachusetts and Norwich, Connecticut. Our three largest daily newspapers are located in our Northeast region: The Patriot Ledger (founded in 1837 with circulation of 51,002), the Enterprise (founded in 1880 with circulation of 30,424) and the MetroWest Daily News (founded in 1897 with circulation of 21,201).
Many of the towns within our Northeast region were founded in the 1600s and our daily and weekly newspapers in the region have long been institutions within these communities. In fact, our Northeast region has 34 daily and weekly newspapers that are over 100 years old.
Our publications serve some of the most demographically desirable communities in New England. The Boston DMA is the fifth largest market in the United States with 2.4 million households and 6.2 million people, and ranks first nationally in concentration of colleges and universities.
Massachusetts boasts nearly one million households in the region earning greater than $75,000, and a 62% homeownership rate. This upscale demographic provides a desirable market for advertisers. According to Scarborough Research, daily newspaper readership in the top 10 DMA’s reaches 70% of the market in a 5-day cumulative audience. We reach 1.7 million readers in the Eastern Massachusetts market.
Eastern Massachusetts has a strong retail base and is home to a number of large regional malls including the South Shore Plaza, the largest retail shopping center in New England. Retail sales in the Boston market totaled $121 billion in 2006, making this concentrated area an important market for local and national advertisers alike.
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Eastern Massachusetts is also widely recognized as an employment center for leading growth industries such as technology, biotechnology, healthcare and higher education. Many of the region’s leading employers are located in the communities served by our Northeast region’s publications. Thus, residents can work and shop close to home, making the news, information and local advertising provided by our publications integral to their lives.
Our Norwich, Connecticut property brings some stability to our Northeast region as the Eastern Connecticut economy differs from the nation and New England markedly. Any potential recession in the future is predicted to be “shallow and short” according to Connecticut Economic Resource Center. Primary economic drivers include two of the world’s largest casinos with a third in grand opening mode, military submarine manufacture and pharmaceutical research — all of which are growing their workforces and investing substantially in new construction. Foxwoods Casino has teamed with powerhouse MGM Grand on a $700.0 million sister casino (2,000 casino jobs) project, while the Mohegan Sun is responding with their own $740.0 million expansion (800 casino jobs). Major industrial employers in the region include General Dynamics, Pfizer, Dow Chemical, Dominion Resources and the United States Navy. Pfizer recently transferred approximately 750 employees from other states to the New London facility and may add another 250 in 2009. General Dynamics, that faced potential closure just three years ago with the possible closure of the Naval submarine base, is now slated to manufacture two submarines a year.
The following table sets forth information regarding our publications and production facilities in the Northeast region:
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| Number of Publications | Number of Production Facilities | |||||||||||||||
| State of Operations | Dailies | Weeklies | Shoppers | |||||||||||||
| Massachusetts | 8 | 117 | 9 | 3 | ||||||||||||
| Connecticut | 1 | 0 | 2 | 1 | ||||||||||||
| Total | 9 | 117 | 11 | 4 | ||||||||||||
In the first quarter 2008, we acquired one weekly publication in the Northeast region with an aggregate circulation of approximately 6,500.
Western Region. Our Western region encompasses Illinois, parts of Minnesota, California, Colorado and Arizona and a total of 24 daily, 76 weekly newspapers and 37 shoppers. In addition to a good geographic mix, we benefit from a diverse economic and employment base across the region.
From the western shore of Lake Michigan to the eastern shore of the Mississippi River and running over 400 miles north to south, Illinois is a picture of manufacturing, agricultural and recreational diversity. Major daily newspapers in Rockford, Peoria, and the state capitol of Springfield coupled with the southern and western Chicago suburbs and community coverage across the state make us the largest publishing company in Illinois. 20 paid daily newspapers, 46 paid weekly newspapers, 11 free weekly papers, and 27 shoppers provide inclusive coverage across our three main clusters which are further supported by 10 print production facilities.
The suburban Chicago cluster publishes 25 weekly newspapers and one shopper publication in the southern and western suburbs. Coupled with these publications is the door-to-door Independent Delivery System which offers targeted delivery to over 2 million households per week in the nine county suburban Chicago cluster.
Approximately 85 miles to the west of the Chicago suburban cluster is the Rockford Register Star supported by its over 55,150 daily paid circulation base and ancillary products such as Rockford Women magazine, Espejo and the Star Shopper. This acquisition has allowed the press facility in Freeport, Illinois to transfer its print responsibilities to Rockford thus gaining print quality and efficiencies. The Rockford Register Star benefits from a $28.0 million press and building renovations completed in late 2006.
The western cluster of Illinois is composed of 8 daily, 20 weekly, and 15 shopper publications. The Peoria Journal Star with its daily paid circulation of approximately 65,144 has also provided print efficiencies to neighboring publications. This coupled with the print capacities of our Galesburg print facility located at the Galesburg Register Mail has enhanced print and distribution levels. The market we serve reflects the
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diversity of the western cluster. This includes manufacturing facilities for Caterpillar and John Deere, the educational opportunities offered at Bradley University, Monmouth College, Knox College, and Western Illinois University, various health care centers and providers, plus agricultural leaders such as Pioneer and Monsanto.
The Springfield State Journal-Register with a daily paid circulation of over 47,953 covers the state capital of Illinois and begins coverage of the southern cluster of Illinois. Further south the SI Trader with its paid weekly circulation of 23,443 adds further support to the additional 9 daily newspapers, 11 paid weekly publications, and weekly shoppers throughout this section of the state.
Combining the print and distribution capabilities of our properties throughout Illinois has allowed editorial and advertising opportunities to be developed for timely and cost-efficient product development and market penetration. Statewide themed inserts sold through each paper and reaching paid circulation of approximately 440,000 has opened up new advertising and marketing opportunities both in print and on-line.
We are represented in Southwestern Minnesota through seven paid weekly newspapers and four shoppers. St. James, Redwood Falls, Sleepy Eye, Granite Falls, Cottonwood, Wabasso, and Montevideo are all communities with populations of 10,000 and under. This Minnesota cluster is printed primarily through our printing facility in Montevideo and represents the primary local news and information source for these communities.
Telluride in the Southwest and LaJunta in the Southeast represent Colorado properties. Through these two main locations we operate two paid daily newspapers, five paid weekly publications, and one shopper. Along with LaJunta and Telluride we also serve Bent County, Fowler, Norwood, Silverton, and produce the weekly agricultural newspaper, The Ag Journal.
We are represented in California by two daily newspapers in Ridgecrest and Yreka, five paid weekly papers in Dunsmuir, Mt. Shasta, Weed, Gridley, and Taft, and five shoppers in Gridley, Mt. Shasta, Taft, Ridgecrest and Yreka. There is also a specialty/niche publication group located in Orange County. The diversity of California is well represented by these publications in that they reach from northern California through the southern desert and China Lake naval base in Ridgecrest.
Globe Arizona is the production center for three of our publications. Two paid weekly newspapers, the Moccasin and The Arizona Silverbelt and one shopper, The Gila County Advantage.
The following table sets forth information regarding our publications and production facilities in the Western region:
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| Number of Publications | Number of Production Facilities | |||||||||||||||
| State of Operations | Dailies | Weeklies | Shoppers | |||||||||||||
| Illinois | 20 | 57 | 27 | 10 | ||||||||||||
| Southern Minnesota | 0 | 7 | 4 | 1 | ||||||||||||
| California | 2 | 5 | 5 | 3 | ||||||||||||
| Colorado | 2 | 5 | 0 | 1 | ||||||||||||
| Arizona | 0 | 2 | 1 | 1 | ||||||||||||
| Total | 24 | 76 | 37 | 16 | ||||||||||||
Northern Midwest Region. Our Northern Midwest region, including the recent Morris Acquisition, comprises 26 daily and 19 weekly newspapers and 36 shoppers spanning eight states: Michigan, parts of Minnesota, North Dakota, South Dakota, Iowa, Nebraska, Kansas and parts of Missouri. Each of our daily newspapers and five of our weeklies in the Northern Midwest region serve communities located in a county seat. Our daily and weekly news products in this region average more than 100 years in continuous operation and our shopper publications are among the first ever published, with histories dating to the early 1960s.
The communities we serve in our Northern Midwest region are largely rural but also support educational institutions, government agencies (including prisons and military bases), tourism, veterinary medicine and ethanol and agricultural chemical manufacturing. The area is also strong in the automotive (including recreational vehicles), boat, home construction products and furniture manufacturing sectors.
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The greatest concentration of circulation and market presence in our Northern Midwest region is in northern Missouri where we operate nine daily and one weekly newspaper and 11 shoppers. We cover the 22,000 square mile area from Hannibal, on the state’s eastern border, to the western border and from Columbia in the south to the Iowa border in the north. Local employers include the University of Missouri and other colleges, local and federal governments, State Farm Insurance and 3M.
We also have a strong presence in southern Michigan where five of our dailies — Adrian, Coldwater, Holland, Hillsdale and Sturgis — along with three weeklies and eight shoppers blanket the southern tier of the state and into Indiana. The 17,515-circulation Holland Sentinel is the flagship publication of the group. This area has several large employers, including Delphi, ConAgra, Tecumseh Products, Kellogg, JCI, Herman Miller, Hayworth, Gentex, Jackson State Prison, and a number of colleges and universities.
Our Kansas City cluster includes nine publications (three daily and two weekly newspapers and three shoppers) located in the eastern Kansas cities of Leavenworth, Kansas City and Lansing and on the Missouri side, Independence and Blue Springs. The Leavenworth Times was one of our original daily newspapers and the balance of the cluster was acquired afterward. In addition, we secured the military publication, The Fort Leavenworth Lamp, in Fort Leavenworth. The Kansas City cluster, with a population over 700,000, is home to several prominent companies, including Hallmark, H&R Block, Interstate Bakeries, and the University of Kansas.
We also have clusters in and around Grand Forks, North Dakota (home to the Grand Forks Air Force Base and the University of North Dakota) and near Mason City, Iowa, where Cargill, ConAgra, Kraft, Winnebago and Fort Dodge Animal Health, a division of Wyeth, each maintain significant operations.
The following table sets forth information regarding our publications and production facilities in the Northern Midwest region:
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| Number of Publications | Number of Production Facilities | |||||||||||||||
| State of Operations | Dailies | Weeklies | Shoppers | |||||||||||||
| Michigan | 8 | 7 | 10 | 7 | ||||||||||||
| Minnesota | 1 | 1 | 2 | 1 | ||||||||||||
| North Dakota | 1 | 0 | 1 | 1 | ||||||||||||
| Iowa | 1 | 5 | 3 | 1 | ||||||||||||
| Nebraska | 2 | 2 | 4 | 2 | ||||||||||||
| Kansas | 2 | 2 | 3 | 1 | ||||||||||||
| Northern Missouri | 9 | 1 | 11 | 7 | ||||||||||||
| South Dakota | 2 | 1 | 2 | 2 | ||||||||||||
| Total | 26 | 19 | 36 | 22 | ||||||||||||
On February 29, 2008, we sold two daily, one weekly and two shopper publications in the towns of Yankton and Vermillion, South Dakota.
Southern Midwest Region. Our Southern Midwest region comprises 29 daily and 37 weekly newspapers and 28 shoppers in parts of Missouri, Kansas, Arkansas, Florida, Ohio, Oklahoma, Tennessee and Louisiana.
Our southern Missouri operations are clustered around Lake of the Ozarks and Joplin. Located midway between Kansas City and St. Louis and approximately 90 miles from Springfield, Missouri, Lake of the Ozarks has benefited from significant retail expansion, including many new businesses that advertise in our publications, tourism and an influx of second home residents over the last several years. Our three daily and seven weekly newspapers and eight shoppers that serve the Lake of the Ozarks area reach approximately 165,000 people.
The Joplin cluster is located in southwest Missouri and produces two daily and four weekly newspapers and two shoppers that serve a population of approximately 170,000. There are several colleges and universities in the area, a National Guard Fort and several large medical centers in addition to a diverse mix of retail businesses, including the 120-store Northpark Mall.
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The Wichita cluster, with a population of approximately 600,000 people, consists of seven dailies, three weeklies and eight shoppers in the towns of Augusta, Derby, El Dorado, Pratt, Wellington, Newton and McPherson near Wichita, Kansas. The clustering of the small dailies in this area allows the group to sell advertisers a package providing access to multiple communities. Major aircraft manufacturers Boeing, Bombardier, Cessna and Raytheon have facilities nearby and McConnell Air Force Base is a key component of the local economy.
In Louisiana, we have an operating cluster in the southwestern part of the state, located between Lake Charles and Alexandria. This cluster consists of six publications located in the cities of Leesville, Sulpher, DeRidder and Vinton. A new press configuration has increased the quality of our products in the area and provides an opportunity for additional commercial print revenue. Local employers include major manufacturers such as Alcoa, Firestone, International Paper and Proctor & Gamble. We also expect the return of military personnel to the recently reopened Fort Polk base to drive revenue at our Guardian publication.
Our Baton Rouge cluster is a relatively new cluster developed through a series of acquisitions. The group consists of four weeklies and three shoppers in the southeastern Louisiana cities of Donaldsville, Gonzales, Pierre Part and Plaquemine. Numerous petrochemical companies such as BASF, Exxon Mobil and Dow Chemical, plus universities including Louisiana State, support the local economies.
Purchased as part of our acquisition from Copley in April 2007, the Ohio cluster is anchored in Canton, Ohio, the seventh largest city in the state and home to the Pro Football Hall of Fame, and covers Stark and Tuscarawas Counties. It is comprised of three daily newspapers and one weekly publication. The Repository is a 67,929 daily newspaper that covers the entire area of Stark County. The Dover New Philadelphia Times Reporter is a 22,395 daily publication located 40 miles south of Canton in Tuscarawas County. The Massillon Independent a 11,987 circulation daily that is located in western Stark County. The Suburbanite is a 33,800 weekly publication that circulates in the affluent northern Stark County area. The Ohio cluster has very successful web sites with more than 1.25 million combined monthly unique visitors. Together the newspapers and web sites dominate their local markets.
The following table sets forth information regarding our publications and production facilities in the Southern Midwest region:
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| Number of Publications | Number of Production Facilities | |||||||||||||||
| State of Operations | Dailies | Weeklies | Shoppers | |||||||||||||
| Southern Missouri | 5 | 15 | 8 | 2 | ||||||||||||
| Kansas | 9 | 5 | 10 | 4 | ||||||||||||
| Louisiana | 4 | 6 | 5 | 3 | ||||||||||||
| Arkansas | 4 | 10 | 0 | 2 | ||||||||||||
| Florida | 1 | 0 | 1 | 1 | ||||||||||||
| Ohio | 3 | 1 | 2 | 2 | ||||||||||||
| Oklahoma | 2 | 0 | 2 | 2 | ||||||||||||
| Tennessee | 1 | 0 | 0 | 0 | ||||||||||||
| Total | 29 | 37 | 28 | 16 | ||||||||||||
In the first quarter of 2008, we acquired 12 weekly, and one shopper publication in the Southern Midwest region located in the Dover, Delaware area, with an aggregate circulation of approximately 184,000.
On March 10, 2008, we sold one daily and one shopper publication in Winter Haven, Florida.
Atlantic Region. Our holdings in New York, Pennsylvania and West Virginia are anchored by two clusters, one in the area around Honesdale in northeastern Pennsylvania and the other in the area around Corning and Hornell in southwestern New York. Virtually all of our 13 dailies in the Atlantic region date back more than 100 years.
Our Honesdale cluster, approximately 30 miles from Scranton, Pennsylvania, consists of six publications in the cities of Carbondale, Honesdale and Hawley, Pennsylvania, along with Liberty, New York, located just across the Delaware River to the east. The cluster was created from our daily and shopper operations in
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Honesdale and later supplemented by the acquisition of weeklies and shoppers in Carbondale and Liberty. Tourism is a resurgent growth industry in and around this cluster, highlighted by ongoing development in the Pocono Mountains, the Delaware River Valley and Lake Wallenpaupack, near Hawley, Pennsylvania. This area also enjoys a stable housing and job market, due in part to its proximity to the greater Scranton-Wilkes Barre metropolitan area. Local employers include General Dynamics, Blue Cross/Blue Shield, Commonwealth Telephone and various colleges and universities, medical centers and governmental agencies.
We enjoy a dominant presence in Upstate New York, including the popular Finger Lakes Region and the greater Rochester area. Messenger Post Media, with a combination of 23 publications that span four counties, has combined circulation of 249,675. This growing commercial market has a strong tourism base and is known for scores of boutique wineries. The flagship of Messenger Post Media is the 14,375-circulation Daily Messenger in Canandaigua. Ten additional weekly newspapers and 12 weekly/shoppers ring the greater Rochester area, making us a major player in Monroe County.
In southwestern New York, our operations are centered around four publications based in Steuben County. In Corning, The Leader, a recently acquired 11,400 circulation daily newspaper, dominates the eastern half of the county and shares its hometown namesake with Corning Incorporated. Due to Corning Incorporated’s presence, this has become a vibrant retail community. The Hornell Evening Tribune circulates daily throughout the western half of the county. Situated directly between these two dailies in the county seat of Bath is the 10,800 circulation Steuben Courier, a free-distribution weekly. The Hornell-Canisteo Penn-E-Saver, a standalone shopper, solidifies this flagship group.
We also have a strong presence in the print advertising markets in three other New York counties that surround Steuben. In Allegany County to the west, the Wellsville Daily Reporter and its shopper, the Allegany County Pennysaver, cover most households. In Livingston County to the north, the Dansville-Wayland Pennysaver, the Geneseeway Shopper and the Genesee Country Express complement one another with combined circulation of 23,233. In Yates County to the north and east, The Chronicle-Express and Chronicle Ad-Visor shopper distribute weekly to over 15,000 households centered around the county seat of Penn Yan.
In nearby Chemung County, the 26,000 circulation Horseheads Shopper anchors our presence in this area, along with the Morning Times in Sayre, Pennsylvania. The majority of the southwestern New York cluster parallels future Interstate 86 across the central Southern Tier of New York State, which is benefiting from continued improvement and expansion under an omnibus federal highway appropriations bill. Moreover, the cluster has several colleges and universities nearby, including Cornell University, Ithaca College, Elmira College and Houghton College.
In addition to the clustered publications, we have several strong standalone newspapers in the Atlantic region with total circulation of approximately 175,000. In addition to our standalone daily publications in Waynesboro, Pennsylvania, Jackson County, West Virginia, and in Herkimer and Little Falls, New York, we acquired the Observer-Dispatch in Utica, New York in May 2007. The Utica operations include one daily, seven weekly pennysavers, a weekly newspaper in Hamilton. The Utica and Herkimer County operations take advantage of numerous synergies in printing, circulation and advertising.
The following table sets forth information regarding our publications and production facilities in the Atlantic region:
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| Number of Publications | Number of Production Facilities | |||||||||||||||
| State of Operations | Dailies | Weeklies | Shoppers | |||||||||||||
| New York | 8 | 27 | 16 | 6 | ||||||||||||
| Pennsylvania | 4 | 4 | 2 | 3 | ||||||||||||
| West Virginia | 1 | 2 | 2 | 2 | ||||||||||||
| Total | 13 | 33 | 20 | 11 | ||||||||||||
In the first quarter of 2008, we acquired one weekly and three shopper publications in the Atlantic region with an aggregate circulation of 24,300.
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Directories.
The core of our directory portfolio is comprised of the four yellow page directories acquired in the SureWest Acquisition, which are located in and around the Sacramento, California area, primarily in Roseville, California. The four directories have an aggregate circulation of approximately 730,000 and service Roseville, Greater Sacramento, Auburn/Grass Valley/Nevada City and Folsom/El Dorado/Placerville, reaching four counties within the Sacramento region.
Our SureWest portfolio is highlighted by the Roseville and Greater Sacramento directories. The Roseville directory is the incumbent (with a circulation of approximately 300,000) and has served the local Roseville community for over 90 years and has achieved more than 50% market share. The Greater Sacramento directory (with a circulation of approximately 250,000) targets its delivery to the highest income consumers in Sacramento covering approximately 800,000 people and a retail market of $2.2 billion.
The Sacramento region has experienced rapid economic expansion over the past decade due to its population growth and business development. Over the past 10 years, the region has increased to almost 2.2 million people, a growth rate of approximately 25%. The area boasts a diversified economy with both traditional economic activity (including significant government and government related business) and innovative business activity with the presence of prominent growing companies such as Hewlett Packard, Intel and Oracle. As a result, the area is increasingly characterized by sophisticated consumers with attractive wealth profiles. In addition, much of the area’s growth has been contributed by the professional and business services and leisure and hospitality sectors, which historically utilize directories advertising as a primary medium to market their products and services.
We also own three additional directories including two Michigan and Indiana phone guides servicing St. Joseph County, Michigan and LaGrange County, Indiana, and Branch County, Michigan and Steuben County, Indiana, respectively, and a yellow page directory based in Mt. Shasta, California.
Revenue
Our operations generate three primary types of revenue: (i) advertising, (ii) circulation (including single copy sales and home delivery subscriptions) and (iii) other (primarily commercial printing). In 2007, advertising, circulation and other revenue accounted for approximately 73%, 21% and 6%, respectively, of our pro forma total revenue. The contribution of advertising, circulation and other revenue to our total revenue in 2005, 2006 and 2007 and to pro forma total revenue in 2007 was as follows:
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| Period from January 1, 2005 to June 5, 2005 |
Period from June 6, 2005 to December 31, 2005 |
Non-GAAP Combined Year Ended December 31, 2005 |
Year Ended December 31, 2006 |
Year Ended December 31, 2007 |
Year Ended December 31, 2007 |
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| (Predecessor) | (Successor) | (Successor) | (Successor) | (Pro Forma) | ||||||||||||||||||||
| (In Thousands) | ||||||||||||||||||||||||
| Revenue: |
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| Advertising | $ | 63,172 | $ | 88,798 | $ | 151,970 | $ | 238,721 | $ | 435,769 | $ | 485,987 | ||||||||||||
| Circulation | 14,184 | 19,298 | 33,482 | 52,656 | 119,649 | 138,450 | ||||||||||||||||||
| Commercial printing and other | 8,134 | 11,415 | 19,549 | 23.553 | 33,510 | 37,428 | ||||||||||||||||||
| Total revenue | $ | 85,490 | $ | 119,511 | $ | 205,001 | $ | 314,930 | $ | 588,928 | $ | 661,865 | ||||||||||||
Advertising
Advertising revenue is the largest component of our revenue, accounting for approximately 74%, 76% and 74% of our total revenue in 2005, 2006 and 2007, respectively, and 73% of our pro forma total revenue in 2007. We categorize advertising as follows:
| • | Local Display — local retailers, local accounts at national retailers, grocers, department and furniture stores, auto dealers, niche shops, restaurants and other consumer related businesses. |
| • | Local Classified — local employment, automotive, real estate and other advertising. |
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| • | National — national and major accounts such as wireless communications companies, airlines and hotels. |
We believe that our advertising revenue tends to be more stable than the advertising revenue of large metropolitan and national print media because we rely primarily on local rather than national advertising. We generally derive 95% of our advertising revenue from local advertising (both local display and local classified) and only 5% from national advertising. Local advertising tends to be less sensitive to economic cycles than national advertising as local businesses generally have fewer effective advertising channels through which to reach their customers. We are also less reliant than large metropolitan newspapers upon classified advertising, particularly the recruiting and real estate categories, which are generally more sensitive to economic conditions.
Our advertising rate structures vary among our publications and are a function of various factors, including local market conditions, competition, circulation, readership and demographics. Our corporate management works with our local newspaper management to approve advertising rates and a portion of our publishers’ compensation is based upon increases in advertising revenue. We share advertising concepts throughout our network of publishers and advertising managers, enabling them to utilize advertising products and sales strategies that are successful in other markets we serve.
Substantially all of our advertising revenue is derived from a diverse group of local retailers and local classified advertisers, resulting in very limited customer concentration. No single advertiser accounted for more than 1% of our pro forma total revenue in 2007 or our total revenue in 2005, 2006 or 2007 and our 20 largest advertisers accounted for less than 5% of our pro forma total revenue in 2007.
Our advertising revenue tends to follow a seasonal pattern, with higher advertising revenue in months containing significant events or holidays. Accordingly, our first quarter, followed by our third quarter, historically are our weakest quarters of the year in terms of revenue. Correspondingly, our second fiscal quarter, and fourth fiscal quarter, historically are our strongest quarters. We expect that this seasonality will continue to affect our advertising revenue in future periods.
Circulation
Our circulation revenue is derived from home delivery sales to subscribers and single copy sales at retail stores and vending racks and boxes. We own 101 paid daily publications that range in circulation from approximately 1,000 to over 68,000 and 191 paid weekly publications that range in circulation from approximately 1,000 to 24,000. Circulation revenue accounted for approximately 16%, 17% and 20% of our total revenue in 2005, 2006 and 2007, respectively, and 21% of our pro forma total revenue in 2007.
Subscriptions are typically sold for three- to twelve-month terms and often include promotions to extend the average subscription period. We implement marketing programs to increase readership through subscription and single copy sales, including Company-wide and local circulation contests, door-to-door sales and strategic alliances with local schools in the form of “Newspapers in Education” programs. In addition, since the adoption of the Telemarketing Sales Rule by the Federal Trade Commission in 2003, which created a national “do not call” registry, we have increased our use of “EZ Pay” programs, door to door sales, kiosks, sampling programs, in-paper promotions and online promotions to increase our circulation.
We encourage subscriber use of EZ Pay, a monthly credit card charge or direct bank debit payment program, which has led to higher retention rates for subscribers. We also use an active stop-loss program for all expiring subscribers. Additionally, in order to improve our circulation revenue and circulation trends, we periodically review the need for quality enhancements, such as:
| • | Upgrading and expanding printing facilities and printing presses. |
| • | Increasing the use of color and color photographs. |
| • | Improving graphic design, including complete redesigns. |
| • | Developing creative and interactive promotional campaigns. |
| • | Converting selected newspapers from afternoon to morning publications. |
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| • | Converting selected publications from free circulation to paid and vice versa. |
We have also recently brought on board two Vice Presidents of Circulation who have had stellar careers in this field. We will leverage their expertise in growing circulation across our portfolio of products.
Other
We provide commercial printing services to third parties on a competitive bid basis as a means to generate incremental revenue and utilize excess printing capacity. These customers consist primarily of other publishers that do not have their own printing presses and do not compete with our publications. We also print other commercial materials, including flyers, business cards and invitations. Other sources of revenue, including commercial printing, accounted for approximately 10%, 7% and 6% of our total revenue in 2005, 2006 and 2007, respectively, and 6% of our pro forma total revenue in 2007.
Printing and Distribution
We operate 69 print facilities and had an additional print facility up for sale. We own 68 of these facilities and lease the remaining one. Each of our print facilities produces eight publications on average and is generally located within 60 miles of the communities it serves. Our publications are generally fully paginated using image-setter technology, which allows for design flexibility and high quality reproduction of color graphics. By clustering our production resources, we are able to reduce the operating costs of our publications while increasing the quality of our small and midsize market publications that would typically not otherwise have access to high quality production facilities. We also reduce future capital expenditure needs by having fewer overall pressrooms and buildings. We believe our superior production quality is critical to maintaining and enhancing our position as the leading provider of local news coverage in the markets we serve.
The distribution of our daily newspapers is typically outsourced to independent, locally based, third-party distributors that also distribute a majority of our weekly newspapers and non-newspaper publications. In addition, certain of our shopper and weekly publications are delivered via the U.S. Postal Service.
Newsprint
We have been a member of a newsprint-buying consortium since March 2002 which enables our local publishers to obtain favorable pricing by purchasing newsprint from local mills at reduced rates negotiated by the consortium. As a result, we have generally been able to purchase newsprint at a price of $10 to $12 per metric ton below the market price. On August 1, 2006, we switched to a larger newsprint-buying consortium that will give us improved pricing and assurance of adequate supply as compared to our previous newsprint provider. We generally maintain a 30 – 35-day inventory of newsprint.
Historically, the market price of newsprint has been volatile, reaching a high of approximately $750 per metric ton in 1996 and a low of $410 per metric ton in 2002. The average market price of newsprint during 2007 was approximately $589 per metric ton.
In 2007, on a pro forma basis, we purchased approximately 83,000 metric tons of newsprint (including for commercial printing) and the cost of our newsprint consumption totaled approximately $50.8 million. Our newsprint expense generally averages less than 10% of total revenue, which compares favorably to larger, metropolitan newspapers.
Competition
Each of our publications competes for advertising revenue to varying degrees with direct mail, yellow pages, radio, outdoor advertising, broadcast and cable television, magazines, local, regional and national newspapers, shoppers and other print and online media sources. However we believe that barriers to entry are high in our markets due to our position as the preeminent source for local news and information therein, because our markets are generally not large enough to support a second newspaper and because our local news gathering infrastructures, sales networks and relationships would be time consuming and costly to replicate. We also have highly recognized local brand names and long histories in the towns we serve.
We provide our readers with community-specific content, which is generally not available from other media sources. Our direct and focused coverage of the market and our cost effective advertising rates relative to more broadly circulated metropolitan newspapers allow us to tailor an approach for our advertisers. As a result, our publications generally capture a large share of local advertising in the markets they serve.
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The level of competition and primary competitors we face vary from market to market. Competition tends to be based on penetration, demographic and quality factors, as opposed to price factors. The competitive environment in each of our operating regions is discussed in greater detail below.
Northeast Region. In the Northeast region, the Boston Globe, a metropolitan daily owned by the New York Times Company, competes with us throughout eastern Massachusetts. In addition, we compete in Massachusetts with more than 30 other weekly or daily newspaper companies (that publish a combined total of approximately 16 dailies and 50 weeklies), three major radio station operators, five local network television broadcasters, one cable company and numerous niche publications for advertising revenues. We believe that our publications generally deliver the highest household coverage in their respective markets.
Western Region. The Western region consists of 50 markets and we believe our publications are the dominant print advertising media in the vast majority of these markets. There are radio stations in or within 20 miles of every market we are in, but we do not believe that any of these radio station operators pose a significant competitive threat to our publications. Yellow page advertising is prevalent in all of our markets with either a local phone book or a regional phone book. We believe that, in most cases, yellow page advertising is geared more towards the professional services such as attorneys and doctors and not the local retail advertisers, as is the focus with our non-directory publications. In the Western region, we face regional competition with three of our daily newspapers in Illinois. Lee Enterprises has the Southern Illinoisan that is located in Carbondale. This is a regional newspaper that competes with our dailies in Marion, Benton, West Frankfort and DuQuoin. In all four of these cases, we believe our publications are the dominant local daily, but do compete on a regional basis with the larger dailies. We also compete with shoppers or weekly newspapers. This competition comes from small independent operators and we do not believe it is significant. We have very little television competition in the Western region because of our geographic location in relation to major markets. There are no local television affiliates in our markets.
Northern Midwest Region. In our Northern Midwest markets we believe our publications are generally the dominant media in those markets. Our only significant competition comes from regional television stations in Adrian, Michigan and Leavenworth, Kansas. We also face competition from dozens of other competitors such as other local daily and weekly papers and niche publications, as well as radio, other television stations, directories, direct mail and non-local internet websites, but none of these have proven to be significant.
Southern Midwest Region. In our Southern Midwest markets we believe our publications are generally the dominant media in those markets. Our major competition comes from regional daily newspapers, specifically: The Advocate in Baton Rouge, Louisiana; The American Press in Lake Charles, Louisiana; The Joplin Globe; and the Wichita Eagle. We also face competition from numerous other daily and weekly papers, local radio stations, shopping guides, directories and niche publications. We believe our publications tend to be the dominant publications in their market.
Atlantic Region. In our Atlantic markets we believe our publications are generally the dominant media in those markets. Daily newspapers owned by Gannett Publishing (The Star-Gazette in Elmira, NY and the Chambersburg (PA) Public-Opinion) compete with us in several markets in the Atlantic region. We also face competition from other major newspaper companies in several other Atlantic region markets: Schurz Communication’s Hagerstown (MD) Herald-Mail; Times-Shamrock Company’s Scranton (PA) The Times-Tribune and Towanda Daily/Sunday Review; Community Newspaper Holdings, Inc.’s (“CNHI”) Sunbury Daily Item; Ogden-Nutting’s Williamsport Sun-Gazette; Newshouse Newspaper’s Syracuse Post-Standard; and CNHI’s Cumberland (MD) Times News. Our competitors in the Atlantic region also include numerous other daily and weekly newspapers, local radio stations, shopping guides, directories and niche publications. We believe our publications, many of which have an extensive history in the market, tend to be the dominant local publication.
Management and Employees
Each of the six members of our executive management team have an average of over 20 years of industry experience and a long history of identifying, acquiring and improving the operations of acquired publications. Our executive management team has managed community newspapers in various economic cycles. We also have a seasoned team of managers at the local level, where our 109 publishers have an average of approximately 20 years of industry experience.
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We had approximately 7,212 full time equivalent employees, consisting of hourly and salaried employees. We employ union personnel at sixty nine of our 515 core publications (less than 1,341 full-time equivalent employees). There were 27 collective bargaining agreements covering union personnel and no single agreement covered more than 250 employees. We believe that relations with our employees are generally good and we have had no work stoppages at any of our publications.
Environmental Matters
We believe that we are substantially in compliance with all applicable laws and regulations for the protection of the environment and the health and safety of our employees based upon existing facts presently known to us. Compliance with federal, state, local and foreign environmental laws and regulations relating to the discharge of substances into the environment, the disposal of hazardous wastes and other related activities has had, and will continue to have, an impact on our operations, but has, since our incorporation in 1997, been accomplished without having a material adverse effect on our operations. While it is difficult to estimate the timing and ultimate costs to be incurred due to uncertainties about the status of laws, regulations and technology, based on information currently known to us and insurance procured with respect to certain environmental matters, we do not expect environmental costs or contingencies to be material or to have a material adverse effect on us. Our operations involve risks in these areas, however, and we cannot assure you that we will not incur material costs or liabilities in the future which could adversely affect us.
Corporate Governance and Public Information
The address of our website is www.gatehousemedia.com. Stockholders can access a wide variety of information on our website, including news releases, Securities and Exchange Commission (the “SEC”) filings, information we are required to post online pursuant to applicable SEC and New York Stock Exchange rules, newspaper profiles and online links. We make available via our website, all filings we make under the Securities Exchange Act of 1934, including Forms 10-K, 10-Q and 8-K, and related amendments, as soon as reasonably practicable after they are filed with, or furnished to, the SEC. All such filings are available free of charge. Neither the content of our corporate website nor any other website referred to in this report is not incorporated by reference into this report unless expressly noted.
16
List of Our Dailies, Weeklies, Shoppers and Directories
Our dailies, weeklies, shoppers and directories are listed below:
Northeast Region
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| Publication | Principal City, State | Type | ||
| The Enterprise | Brockton, MA | Daily | ||
| The MetroWest Daily News | Framingham, MA | Daily | ||
| The Milford Daily News | Milford, MA | Daily | ||
| The Daily News Transcript | Norwood, MA | Daily | ||
| Patriot Ledger | Quincy, MA | Daily | ||
| The Daily News Tribune | Waltham, MA | Daily | ||
| The Herald News | Fall River, MA | Daily | ||
| Taunton Daily Gazette | Taunton, MA | Daily | ||
| Norwich Bulletin | Norwich, CT | Daily | ||
| Abington Mariner/Rockland Standard | Abington, MA | Paid Weekly | ||
| The Beacon | Acton/Roxboro, MA | Paid Weekly | ||
| Allston/Brighton TAB | Allston, MA | Paid Weekly | ||
| Amesbury News | Amesbury, MA | Paid Weekly | ||
| The Arlington Advocate | Arlington, MA | Paid Weekly | ||
| Ashland TAB | Ashland, MA | Paid Weekly | ||
| Bedford Minuteman | Bedford, MA | Paid Weekly | ||
| Belmont Citizen-Herald | Belmont, MA | Paid Weekly | ||
| Beverly Citizen | Beverly, MA | Paid Weekly | ||
| Billerica Minuteman | Billerica, MA | Paid Weekly | ||
| The Bolton Common | Bolton, MA | Paid Weekly | ||
| Tri-Town Transcript | Boxford, MA | Paid Weekly | ||
| Braintree Forum | Braintree, MA | Paid Weekly | ||
| The Cape Codder | Brewster, MA | Paid Weekly | ||
| Burlington Union | Burlington, MA | Paid Weekly | ||
| Cambridge Chronicle | Cambridge, MA | Paid Weekly | ||
| Canton Journal | Canton, MA | Paid Weekly | ||
| Carver Reporter | Carver, MA | Paid Weekly | ||
| Chelmsford Independent | Chelmsford, MA | Paid Weekly | ||
| The Lancaster Times & Clinton Courier | Clinton, MA | Paid Weekly | ||
| Cohasset Mariner | Cohasset, MA | Paid Weekly | ||
| The Concord Journal | Concord, MA | Paid Weekly | ||
| Danvers Herald | Danvers, MA | Paid Weekly | ||
| Dover/Sherborn Press | Dover, MA | Paid Weekly | ||
| Halifax/Plympton Reporter | Halifax, MA | Paid Weekly | ||
| Hamilton-Wenham Chronicle | Hamilton, MA | Paid Weekly | ||
| Hanover Mariner | Hanover, MA | Paid Weekly | ||
| The Harvard Post | Harvard, MA | Paid Weekly | ||
| Harwich Oracle | Harwich, MA | Paid Weekly | ||
| The Hingham Journal | Hingham, MA | Paid Weekly | ||
| Holbrook Sun | Holbrook, MA | Paid Weekly | ||
| Holliston TAB | Holliston, MA | Paid Weekly | ||
| Hopkinton Crier | Hopkinton, MA | Paid Weekly | ||
| Hudson Sun | Hudson, MA | Paid Weekly | ||
| The Register | Hyannis, MA | Paid Weekly | ||
| Ipswich Chronicle | Ipswich, MA | Paid Weekly | ||
| Kingston Reporter | Kingston, MA | Paid Weekly | ||
| Lexington Minuteman | Lexington, MA | Paid Weekly | ||
| Lincoln Journal | Lincoln, MA | Paid Weekly | ||
| Littleton Independent | Littleton, MA | Paid Weekly |
17
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| Publication | Principal City, State | Type | ||
| Malden Observer | Malden, MA | Paid Weekly | ||
| Mansfield News | Mansfield, MA | Paid Weekly | ||
| Marblehead Reporter | Marblehead, MA | Paid Weekly | ||
| The Sentinel | Marion, MA | Paid Weekly | ||
| Marlborough Enterprise | Marlborough, MA | Paid Weekly | ||
| Marshfield Mariner | Marshfield, MA | Paid Weekly | ||
| The Beacon-Villager | Maynard/Stow, MA | Paid Weekly | ||
| Medfield Press | Medfield, MA | Paid Weekly | ||
| Medford Transcript | Medford, MA | Paid Weekly | ||
| Melrose Free Press | Melrose, MA | Paid Weekly | ||
| Natick Bulletin & Tab | Natick, MA | Paid Weekly | ||
| North Andover Citizen | North Andover, MA | Paid Weekly | ||
| The Northborough/Southborough Villager | Northborough/Southborough, MA | Paid Weekly | ||
| Norton Mirror | Norton, MA | Paid Weekly | ||
| Norwell Mariner | Norwell, MA | Paid Weekly | ||
| Easton Journal | Easton, MA | Paid Weekly | ||
| Westwood Press | Framingham, MA | Paid Weekly | ||
| Georgetown Record | Georgetown, MA | Paid Weekly | ||
| Old Colony Memorial | Plymouth, MA | Paid Weekly | ||
| The Reading Advocate | Reading, MA | Paid Weekly | ||
| Roslindale Transcript | Roslindale, MA | Paid Weekly | ||
| Saugus Advertiser | Saugus, MA | Paid Weekly | ||
| Scituate Mariner | Scituate, MA | Paid Weekly | ||
| Sharon Advocate | Sharon, MA | Paid Weekly | ||
| Shrewsbury Chronicle | Shrewsbury, MA | Paid Weekly | ||
| Somerville Journal | Somerville, MA | Paid Weekly | ||
| Stoughton Journal | Stoughton, MA | Paid Weekly | ||
| The Sudbury Town Crier | Sudbury, MA | Paid Weekly | ||
| Swampscott Reporter | Swampscott, MA | Paid Weekly | ||
| Tewksbury Reporter | Tewksbury, MA | Paid Weekly | ||
| Wakefield Observer | Wakefield, MA | Paid Weekly | ||
| Wareham Courier | Wareham, MA | Paid Weekly | ||
| Watertown TAB & Press | Watertown, MA | Paid Weekly | ||
| The Wayland Town Crier | Wayland, MA | Paid Weekly | ||
| The Wellesley Townsman | Wellesley, MA | Paid Weekly | ||
| West Roxbury Transcript | West Roxbury, MA | Paid Weekly | ||
| Westborough News | Westborough, MA | Paid Weekly | ||
| Westford Eagle | Westford, MA | Paid Weekly | ||
| The Weston Town Crier | Weston, MA | Paid Weekly | ||
| Weymouth News | Weymouth, MA | Paid Weekly | ||
| The Winchester Star | Winchester, MA | Paid Weekly | ||
| Norwood Bulletin | Norwood, MA | Paid Weekly | ||
| Pembroke Mariner & Reporter | Pembroke, MA | Paid Weekly | ||
| The North Attleborough Free Press | North Attleborough, MA | Paid Weekly | ||
| The WalpoleTimes | Walpole, MA | Paid Weekly | ||
| Avon Messenger | Avon, MA | Free Weekly | ||
| Country Gazette | Bellingham, MA | Free Weekly | ||
| North Shore Sunday | Danvers, MA | Free Weekly | ||
| Bridgewater Independent | Bridgewater, MA | Free Weekly | ||
| Brookline TAB | Brookline, MA | Free Weekly | ||
| Cambridge TAB | Cambridge, MA | Free Weekly | ||
| Duxbury Reporter | Duxbury, MA | Free Weekly | ||
| East Bridgewater Star | E. Bridgewater, MA | Free Weekly |
18
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| Publication | Principal City, State | Type | ||
| Framingham TAB | Framingham, MA | Free Weekly | ||
| Hanson Town Crier | Hanson, MA | Free Weekly | ||
| Lakeville Call | Lakeville, MA | Free Weekly | ||
| Needham Times | Needham, MA | Free Weekly | ||
| Newton TAB | Newton, MA | Free Weekly | ||
| The Newburyport Current | Newburyport, MA | Free Weekly | ||
| Plymouth Bulletin | Plymouth, MA | Free Weekly | ||
| Randolph Herald | Randolph, MA | Free Weekly | ||
| Raynham Call | Raynham, MA | Free Weekly | ||
| Salem Gazette | Salem, MA | Free Weekly | ||
| Stoneham Sun | Stoneham, MA | Free Weekly | ||
| Taunton Call | Taunton, MA | Free Weekly | ||
| West Bridgewater Times | West Bridgewater, MA | Free Weekly | ||
| Whitman Times | Whitman, MA | Free Weekly | ||
| Wilmington Advocate | Wilmington, MA | Free Weekly | ||
| Woburn Advocate | Woburn, MA | Free Weekly | ||
| OJornal | Fall River, MA | Free Weekly | ||
| El Latino Expreso | Fall River, MA | Free Weekly | ||
| The Point | Fall River, MA | Free Weekly | ||
| Falmouth Bulletin | Falmouth, MA | Free Weekly | ||
| Sandwich Broadsider | Sandwich, MA | Free Weekly | ||
| Bourne Courier | Bourne, MA | Free Weekly | ||
| Cape Ann Beacon | Cape Ann, MA | Free Weekly | ||
| O Journal Brasieiro | Fall River, MA | Free Weekly | ||
| The Wrap/Quincy | Quincy, MA | Shopper | ||
| The Wrap/Brockton | Brockton, MA | Shopper | ||
| Brockton Pennysaver | Brockton, MA | Shopper | ||
| Mashpee/Cotuit Pennysaver | Cotuit, MA | Shopper | ||
| Dennis Pennysaver | Dennis, MA | Shopper | ||
| Hyannis/Centerville Pennysaver | Hyannis, MA | Shopper | ||
| Yarmouth Pennysaver | South Yarmouth, MA | Shopper | ||
| Better Living | Taunton, MA | Shopper | ||
| South Coast Life | Fall River, MA | Shopper | ||
| Shop Local Town and Country | Norwich, CT | Shopper | ||
| Shop Local Shoreline | Norwich, CT | Shopper |
19
Western Region
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| Publication | Principal City, State | Type | ||
| Benton Evening News | Benton, IL | Daily | ||
| Daily Ledger | Canton, IL | Daily | ||
| The Carmi Times | Carmi, IL | Daily | ||
| Du Quoin Evening Call | Du Quoin, IL | Daily | ||
| The Journal Standard | Freeport, IL | Daily | ||
| Eldorado Daily Journal | Eldorado, IL | Daily | ||
| Harrisburg Daily Register | Harrisburg, IL | Daily | ||
| La Junta Tribune Democrat | La Junta, CO | Daily | ||
| Macomb Journal | Macomb, IL | Daily | ||
| Marion Daily Republican | Marion, IL | Daily | ||
| Daily Review Atlas | Monmouth, IL | Daily | ||
| The Olney Daily Mail | Olney, IL | Daily | ||
| Pekin Daily Times | Pekin, IL | Daily | ||
| Daily Leader | Pontiac, IL | Daily | ||
| The Daily Independent | Ridgecrest, CA | Daily | ||
| Star-Courier | Kewanee, IL | Daily | ||
| Telluride Daily Planet | Telluride, CO | Daily | ||
| Daily American | West Frankfort, IL | Daily | ||
| Siskiyou Daily News | Yreka, CA | Daily | ||
| Journal Star | Peoria, IL | Daily | ||
| The Register-Mail | Galesburg, IL | Daily | ||
| The State Journal-Register | Springfield, IL | Daily | ||
| The Courier | Lincoln, IL | Daily | ||
| Rockford Register Star | Rockford, IL | Daily | ||
| Advocate Press | Flora, IL | Paid Weekly | ||
| Press | Addison/Bensenville/Wood Dale, IL | Paid Weekly | ||
| The Times Record | Aledo, IL | Paid Weekly | ||
| Life | Berwyn/Cicero, IL | Paid Weekly | ||
| Suburban Life | Brookfield, IL | Paid Weekly | ||
| The Weekly Times | Carmi, IL | Paid Weekly | ||
| Press | Bloomingdale/Glendale Heights/ Carol Stream/Roselle/Itasca, IL |
Paid Weekly | ||
| Randolph County Herald Tribune | Chester, IL | Paid Weekly | ||
| Steeleville Ledger | Steeleville, IL | Paid Weekly | ||
| The Progress | Christopher, IL | Paid Weekly | ||
| Ridgway News | Shawneetown, IL | Paid Weekly | ||
| Tri-County News | Cottonwood, MN | Paid Weekly | ||
| Suburban Life | Countryside, IL | Paid Weekly | ||
| Suburban Life | Darien, IL | Paid Weekly | ||
| Reporter | Downers Grove, IL | Paid Weekly | ||
| Ashley News | Ashley, IL | Paid Weekly | ||
| Du Quoin News | Du Quoin, IL | Paid Weekly | ||
| Press | Elmhurst, IL | Paid Weekly | ||
| The Blade | Fairbury, IL | Paid Weekly | ||
| The Geneseo Republic | Geneseo, IL | Paid Weekly | ||
| Cambridge Chronicle | Cambridge, IL | Paid Weekly | ||
| Chillicothe Times Bulletin | Chillicothe, IL | Paid Weekly | ||
| East Peoria Times-Courier | East Peoria, IL | Paid Weekly | ||
| Morton Times News | Morton, IL | Paid Weekly | ||
| Orion Gazette | Orion, IL | Paid Weekly | ||
| Arizona Silverbelt | Globe, AZ | Paid Weekly | ||
| Moccasin | Globe, AZ | Paid Weekly |
20
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| Publication | Principal City, State | Type | ||
| Granite Falls Advocate-Tribute | Granite Falls, MN | Paid Weekly | ||
| The Gridley Herald | Gridley, CA | Paid Weekly | ||
| The Spokesman | Herrin, IL | Paid Weekly | ||
| Suburban Life | Hinsdale, IL | Paid Weekly | ||
| Farmside | Huntley, IL | Paid Weekly | ||
| Suburban Life | La Grange, IL | Paid Weekly | ||
| Ag Journal | La Junta, CO | Paid Weekly | ||
| Bent County Democrat | Las Pimas, CO | Paid Weekly | ||
| Fowler Tribune | Fowler, CO | Paid Weekly | ||
| Reporter | Lemont, IL | Paid Weekly | ||
| Spectator | Lombard, IL | Paid Weekly | ||
| Oquawka Current | Oquawka, IL | Paid Weekly | ||
| Montevideo American News | Montevideo, MN | Paid Weekly | ||
| Dunsmuir News | Dunsmuir, CA | Paid Weekly | ||
| Mount Shasta Herald | Mount Shasta, CA | Paid Weekly | ||
| Weed Press | Weed, CA | Paid Weekly | ||
| Murphysboro American | Murphysboro, IL | Paid Weekly | ||
| Newton Press Mentor | Newton, IL | Paid Weekly | ||
| Norris City Banner | Norris City, IL | Paid Weekly | ||
| The Weekly Mail | Olney, IL | Paid Weekly | ||
| Home Times | Pontiac, IL | Paid Weekly | ||
| Redwood Gazette | Redwood Falls, MN | Paid Weekly | ||
| Suburban Life | Riverside, IL | Paid Weekly | ||
| Gallatin Democrat | Shawneetown, IL | Paid Weekly | ||
| Sleepy Eye Herald Dispatch | Sleepy Eye, MN | Paid Weekly | ||
| St. James Plaindealer | St. James, MN | Paid Weekly | ||
| Midway Driller | Taft, CA | Paid Weekly | ||
| Norwood Post | Norwood, CO | Paid Weekly | ||
| Silverton Standard | Silverton, CO | Paid Weekly | ||
| Teutopolis Press | Teutopolis, IL | Paid Weekly | ||
| SI Trader | West Frankfort, IL | Paid Weekly | ||
| Argus | Villa Park, IL | Paid Weekly | ||
| The Wabasso Standard | Wabasso, MN | Paid Weekly | ||
| Press | Winfield/Warrenville/West Chicago, IL | Paid Weekly | ||
| Suburban Life | Westchester, IL | Paid Weekly | ||
| Progress | Westmont, IL | Paid Weekly | ||
| Reporter | Bolingbrook/Lisle/Naperville, IL | Paid Weekly | ||
| Galva News | Galva, IL | Paid Weekly | ||
| Republican | Batavia, IL | Free Weekly | ||
| Republican | Geneva, IL | Free Weekly | ||
| News | Glen Ellyn, IL | Free Weekly | ||
| Republican | St. Charles, IL | Free Weekly | ||
| Leader | Wheaton, IL | Free Weekly | ||
| Espejo | Rockford, IL | Free Weekly | ||
| The Paper | Galesburg, IL | Free Weekly | ||
| BusinessRockford.com | Rockford, IL | Free Weekly | ||
| Press | Bartlett, IL | Free Weekly | ||
| Peoria Times-Observer | Peoria, IL | Free Weekly | ||
| Washington Times Reporter | Washington, IL | Free Weekly | ||
| White County Shopper News | Carmi, IL | Shopper | ||
| CCAP Special | Flora, IL | Shopper | ||
| The Scene | Freeport, IL | Shopper | ||
| Fulton County Shopper | Canton, IL | Shopper |
21
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| Publication | Principal City, State | Type | ||
| Gila County Advantage | Globe, AZ | Shopper | ||
| The Gridley Shopping News | Gridley, CA | Shopper | ||
| Henry County Advertizer/Shopper | Geneseo, IL | Shopper | ||
| Herrin Free Time | Herrin, IL | Shopper | ||
| Marion Free Time | Marion, IL | Shopper | ||
| McDonough County Shopper | Macomb, IL | Shopper | ||
| Money Stretcher | Galatia, IL | Shopper | ||
| Pennysaver | Monmouth, IL | Shopper | ||
| The Star Advisor | Montevideo, MN | Shopper | ||
| Super Saver Advertiser | Mount Shasta, CA | Shopper | ||
| American Monday | Murphysboro, IL | Shopper | ||
| Jasper County News Eagle | Olney, IL | Shopper | ||
| Advantage | Olney, IL | Shopper | ||
| Livingston Shopping News | Pontiac, IL | Shopper | ||
| Redwood Falls Livewire | Redwood Falls, MN | Shopper | ||
| Ridgecrest Ad Delivery | Ridgecrest, CA | Shopper | ||
| Brown County Reminder | Sleepy Eye, MN | Shopper | ||
| Town and Country Shopper | St. James, MN | Shopper | ||
| Star Power | Kewanee, IL | Shopper | ||
| Springfield Shopper | Springfield, IL | Shopper | ||
| Bargain Hunter | Taft, CA | Shopper | ||
| Town Crier | Aledo, IL | Shopper | ||
| Select Homes | Downers Grove, IL | Shopper | ||
| Franklin Press | West Frankfort, IL | Shopper | ||
| The Link | Yreka, CA | Shopper | ||
| Star Shopper | Rockford, IL | Shopper | ||
| US Express | Peoria, IL | Shopper | ||
| Pekin Express | Peoria, IL | Shopper | ||
| Logan County Shopper | Lincoln, IL | Shopper | ||
| Springfield Advertiser | Springfield, IL | Shopper | ||
| Chillicothe Choo Choo Advertiser | Chillicothe, IL | Shopper | ||
| Eastside Advertiser | East Peoria, IL | Shopper | ||
| Morton Pumpkin Advertiser | Morton, IL | Shopper |
22
Northern Midwest Region
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| Publication | Principal City, State | Type | ||
| The Daily Telegram | Adrian, MI | Daily | ||
| Boonville Daily News | Boonville, MO | Daily | ||
| Charles City Press | Charles City, IA | Daily | ||
| Cheboygan Daily Tribune | Cheboygan, MI | Daily | ||
| Constitution Tribune | Chillicothe, MO | Daily | ||
| The Daily Reporter | Coldwater, MI | Daily | ||
| Crookston Daily Times | Crookston, MN | Daily | ||
| Devils Lake Daily Journal | Devils Lake, ND | Daily | ||
| Sentinel-Standard | Ionia, MI | Daily | ||
| Kansas City Kansan | Kansas City, KS | Daily | ||
| Kirksville Daily Express & News | Kirksville, MO | Daily | ||
| The Leavenworth Times | Leavenworth, KS | Daily | ||
| Chronicle Herald | Macon, MO | Daily | ||
| Maryville Daily Forum | Maryville, MO | Daily | ||
| The Mexico Ledger | Mexico, MO | Daily | ||
| Moberly Monitor Index | Moberly, MO | Daily | ||
| The Evening News | Sault Ste. Marie, MI | Daily | ||
| Sturgis Journal | Sturgis, MI | Daily | ||
| The Grand Island Independent | Grand Island, NE | Daily | ||
| Hannibal Courier Post | Hannibal, MO | Daily | ||
| Hillside Daily News | Hillside, MI | Daily | ||
| The Holland Sentinel | Holland, MI | Daily | ||
| The Examiner | Independence, MO | Daily | ||
| Vermillion Plain Talk | Vermillion, SD | Daily | ||
| Yankton Press & Dakotan | Yankton, SD | Daily | ||
| York News-Times | York, NE | Daily | ||
| Nebraska City News Press | Nebraska City, NE | Paid Weekly | ||
| Linn County Leader | Brookfield, MO | Paid Weekly | ||
| Mackinaw Journal | Cheboygan, MI | Paid Weekly | ||
| Bronson Journal | Bronson, MI | Paid Weekly | ||
| Jonesville Independent | Jonesville, MI | Paid Weekly | ||
| Times-Plain Dealer | Cresco, IA | Paid Weekly | ||
| Eldora Herald-Ledger | Eldora, IA | Paid Weekly | ||
| Hardin County Index | Eldora, IA | Paid Weekly | ||
| The Valley Journal | Halstad, MN | Paid Weekly | ||
| Hamburg Reporter | Hamburg, IA | Paid Weekly | ||
| New Hampton Tribune | New Hampton, IA | Paid Weekly | ||
| Syracuse Journal Democrat | Syracuse, NE | Paid Weekly | ||
| Lansing This Week | Leavenworth, KS | Free Weekly | ||
| The Fort Leavenworth Lamp | Leavenworth, KS | Free Weekly | ||
| Hamilton Herald | Holland, MI | Free Weekly | ||
| Zeeland Sentinel | Holland, MI | Free Weekly | ||
| West Michigan Senior Times | Kalamazoo, MI | Free Weekly | ||
| Town and Country | Yankton, SD | Free Weekly | ||
| The Sampler | Hillsdale, MI | Free Weekly | ||
| Adrian Access Shopper | Adrian, MI | Shopper | ||
| Adrian Medley | Adrian, MI | Shopper | ||
| The Record | Boonville, MO | Shopper | ||
| Sho-Me Shopper | Brookfield, MO | Shopper | ||
| The Extra | Charles City, IA | Shopper | ||
| Northeast Iowa Shopper | Charles City, IA | Shopper | ||
| Shopper Fair | Cheboygan, MI | Shopper |
23
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| Publication | Principal City, State | Type | ||
| C.T. Extra | Chillicothe, MO | Shopper | ||
| Chronicle Shopper | Leavenworth, KS | Shopper | ||
| The Reporter Extra | Coldwater, MI | Shopper | ||
| Coldwater Shoppers Guide | Coldwater, MI | Shopper | ||
| The Extra | Cresco, IA | Shopper | ||
| Crookston Valley Shopper | Crookston, MN | Shopper | ||
| The Country Peddler | Devils Lake, ND | Shopper | ||
| The Gentry County Shopper | Albany, MO | Shopper | ||
| The Shopper | Halstad, MN | Shopper | ||
| Penny Press 4 | Hiawatha, KS | Shopper | ||
| Sentinel-Standard TMC | Ionia, MI | Shopper | ||
| Wyandotte County Shopper | Kansas City, KS | Shopper | ||
| Kirksville Crier | Kirksville, MO | Shopper | ||
| NEMO Trader | La Plata, MO | Shopper | ||
| Macon Journal | Macon, MO | Shopper | ||
| Penny Press 2 | Maryville, MO | Shopper | ||
| The Shopper | Moberly, MO | Shopper | ||
| Penny Press 1 | Nebraska City, NE | Shopper | ||
| Tri County Buyers Guide | Sault Ste. Marie, MI | Shopper | ||
| Sturgis Gateway Shopper | Sturgis, MI | Shopper | ||
| Flashes Shopping Guide | Allegan, MI | Shopper | ||
| Heartland Shopper | Grand Island, NE | Shopper | ||
| Salt River Journal | Hannibal, MO | Shopper | ||
| The Extra | Independence, MO | Shopper | ||
| Broadcaster Press | Vermillion, SD | Shopper | ||
| Missouri Valley Shopper | Yankton, SD | Shopper | ||
| Trade & Transactions Advantage | York, NE | Shopper | ||
| Tip Off | Jonesville, MI | Shopper | ||
| Trade West | Grand Island, NE | Shopper |
24
Southern Midwest Region
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| Publication | Principal City, State | Type | ||
| Daily Siftings Herald | Arkadelphia, AR | Daily | ||
| Augusta Daily Gazette | Augusta, KS | Daily | ||
| The Bastrop Daily Enterprise | Bastrop, LA | Daily | ||
| Lake Sun Leader | Camdenton, MO | Daily | ||
| The Carthage Press | Carthage, MO | Daily | ||
| Derby Reporter | Derby, KS | Daily | ||
| The El Dorado Times | El Dorado, KS | Daily | ||
| The Daily World | Helena, AR | Daily | ||
| Hope Star | Hope, AR | Daily | ||
| Beauregard Daily News | DeRidder, LA | Daily | ||
| Leesville Daily Leader | Leesville, LA | Daily | ||
| Southwest Daily News | Sulphur, LA | Daily | ||
| McPherson Sentinel | McPherson, KS | Daily | ||
| Neosho Daily News | Neosho, MO | Daily | ||
| The Pratt Tribune | Pratt, KS | Daily | ||
| Rolla Daily News | Rolla, MO | Daily | ||
| Stuttgart Daily Leader | Stuttgart, AR | Daily | ||
| The Daily Guide | Waynesville, MO | Daily | ||
| Wellington Daily News | Wellington, KS | Daily | ||
| The Repository | Canton, OH | Daily | ||
| The Independent | Massilon, OH | Daily | ||
| The Times-Reporter | Dover/New Philadelphia, OH | Daily | ||
| The Daily Ardmoreite | Ardmore, OK | Daily | ||
| Dodge City Daily Globe | Dodge City, KS | Daily | ||
| The Newton Kansan | Newton, KS | Daily | ||
| The Oak Ridger | Oak Ridge, TN | Daily | ||
| The Morning Sun | Pittsburg, KS | Daily | ||
| The Shawnee News-Star | Shawnee, OK | Daily | ||
| Winter Haven News Chief | Winter Haven, FL | Daily | ||
| Gurdon Times | Arkadelphia, AR | Paid Weekly | ||
| The Donaldsonville Chief | Donaldsonville, LA | Paid Weekly | ||
| Gonzales Weekly Citizen | Gonzales, LA | Paid Weekly | ||
| The Vedette | Greenfield/Miller, MO | Paid Weekly | ||
| The Sun Times | Heber Springs, AR | Paid Weekly | ||
| Nevada County Picayune | Hope, AR | Paid Weekly | ||
| Vinton News | Sulphur, LA | Paid Weekly | ||
| The Post – Focus on Rural Living | Neosho, MO | Paid Weekly | ||
| Newport Independent | Newport, AR | Paid Weekly | ||
| The Cajun Gazette | Pierre Part, LA | Paid Weekly | ||
| Post South | Plaquemine, LA | Paid Weekly | ||
| Barber County Index | Medicine Lodge, KS | Paid Weekly | ||
| St. Johns News | St. Johns, KS | Paid Weekly | ||
| Kiowa County Signal | Greensburg, KS | Paid Weekly | ||
| St. James Leader Journal | St. James, MO | Paid Weekly | ||
| The White Hall Journal | White Hall, AR | Paid Weekly | ||
| Aurora Advertiser | Aurora, MO | Paid Weekly | ||
| Girard Press | Girard, KS | Paid Weekly | ||
| West Side Star | Laurie, MO | Free Weekly | ||
| Lake Lifestyles Magazine | Osage Beach, MO | Free Weekly | ||
| Lake Area News Focus | Osage Beach, MO | Free Weekly | ||
| Vacation News | Osage Beach, MO | Free Weekly | ||
| Homes | Camdenton, MO | Free Weekly |
25
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| Publication | Principal City, State | Type | ||
| The Suburbanite | Green, OH | Free Weekly | ||
| Tube Tab | Osage Beach, MO | Free Weekly | ||
| Lake of Ozarks Real Estate | Osage Beach, MO | Free Weekly | ||
| The Job Guide | Camdenton, MO | Free Weekly | ||
| La Estrella | Dodge City, KS | Free Weekly | ||
| The Arsenal Sentinel | White Hall, AR | Free Weekly | ||
| Arkadelphia Extra | Arkadelphia, AR | Free Weekly | ||
| The Carthage Press Scope | Carthage, MO | Free Weekly | ||
| Daily World TMC | Helena, AR | Free Weekly | ||
| Star Extra | Hope, AR | Free Weekly | ||
| Neighborhood Showcase | Neosho, MO | Free Weekly | ||
| Rolla Daily News “Plus” | Rolla, MO | Free Weekly | ||
| The Xtra | Stuttgart, AR | Free Weekly | ||
| Guardian | Sulphur, LA | Free Weekly | ||
| The Pennysaver | Bastrop, LA | Shopper | ||
| Pennysaver | Camdenton, MO | Shopper | ||
| At Home | Laurie, MO | Shopper | ||
| Real Estate Central Missouri RE | Columbia, MO | Shopper | ||
| Shoppers Guide | Derby, KS | Shopper | ||
| Shoppers Guide | El Dorado, KS | Shopper | ||
| Nickel Ads | Gonzales, LA | Shopper | ||
| The Marketeer | Gonzales, LA | Shopper | ||
| Lake Stockton Shopper | Greenfield/Miller, MO | Shopper | ||
| Big Nickel | Joplin, MO | Shopper | ||
| Calcasieu Shopper | Sulphur, LA | Shopper | ||
| South Central Kansas Shoppers Guide | McPherson, KS | Shopper | ||
| Lake of the Ozarks Boats | Osage Beach, MO | Shopper | ||
| West Bank Shopper | Plaquemine, LA | Shopper | ||
| Sunflower Shopper | Pratt, KS | Shopper | ||
| Pulaski County Weekly | Waynesville, MO | Shopper | ||
| The Weekender | Wellington, KS | Shopper | ||
| Stark Values | Canton, OH | Shopper | ||
| TMC-EXTRA | Dover/New Philadelphia, OH | Shopper | ||
| Entertainment Spotlight | Ardmore, OK | Shopper | ||
| Big AA Shopper | Aurora, MO | Shopper | ||
| Shoppers Weekly | Dodge City, KS | Shopper | ||
| Prairie Shopper | Newton, KS | Shopper | ||
| Prairie Shopper Plus | Newton, KS | Shopper | ||
| The Sunland Shopper | Pittsburg, KS | Shopper | ||
| Shopper’s Advantage | Shawnee, OK | Shopper | ||
| The Polk Shopper | Winter Haven, FL | Shopper | ||
| Augusta Advertiser | Augusta, KS | Shopper |
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Atlantic Region
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| Publication | Principal City, State | Type | ||
| The Leader | Corning, NY | Daily | ||
| The Evening Telegram | Herkimer, NY | Daily | ||
| The Wayne Independent | Honesdale, PA | Daily | ||
| Evening Tribune | Hornell, NY | Daily | ||
| Mineral Daily News Tribune | Keyser, WV | Daily | ||
| The Evening Times | Little Falls, NY | Daily | ||
| The Standard Journal | Milton, PA | Daily | ||
| The Palladium-Times | Oswego, NY | Daily | ||
| Morning Times | Sayre, PA | Daily | ||
| The Record Herald | Waynesboro, PA | Daily | ||
| Wellsville Daily Reporter | Wellsville, NY | Daily | ||
| Daily Messenger | Canandaigua, NY | Daily | ||
| Utica Observer-Dispatch | Utica, NY | Daily | ||
| Mid-York Weekly | Hamilton, NY | Paid Weekly | ||
| The Villager | Moscow, PA | Paid Weekly | ||
| Carbondale News | Carbondale, PA | Paid Weekly | ||
| Genesee Country Express | Dansville, NY | Paid Weekly | ||
| The Echo Pilot | Greencastle, PA | Paid Weekly | ||
| News Eagle | Hawley, PA | Paid Weekly | ||
| The Chronicle-Express | Penn Yan, NY | Paid Weekly | ||
| The Jackson Star News | Ravenswood, WV | Paid Weekly | ||
| The Jackson Herald | Ripley, WV | Paid Weekly | ||
| Brighton-Pittsford Post | Brighton/Pittsford, NY | Paid Weekly | ||
| Greece Post | Greece, NY | Paid Weekly | ||
| Irondequoit Post | Irondequoit, NY | Paid Weekly | ||
| Webster Post | Webster, NY | Paid Weekly | ||
| Gates-Chili Post | Gates/Chili, NY | Paid Weekly | ||
| Rush-Henrietta Post | Rush/Henrietta, NY | Paid Weekly | ||
| Penfield Post | Penfield, NY | Paid Weekly | ||
| Saugerties Post Star | Saugerties, NY | Paid Weekly | ||
| Fairport-ER Post | Fairport, NY | Paid Weekly | ||
| Palmyra Courier-Journal | Palmyra, NY | Paid Weekly | ||
| Spencerport-Hilton Post | Spencerport/Hilton, NY | Paid Weekly | ||
| Steuben Courier Advocate | Bath, NY | Free Weekly | ||
| Brighton-Pittsford Community Post | Brighton/Pittsford, NY | Free Weekly | ||
| Canandaigua-Naples Community Post | Canandaigua/Naples, NY | Free Weekly | ||
| Fairport-ER Community Post | Fairport, NY | Free Weekly | ||
| Gates-Chili Community Post | Gates/Chili, NY | Free Weekly | ||
| Greece Community Post | Greece, NY | Free Weekly | ||
| Irondequoit Community Post | Irondequoit, NY | Free Weekly | ||
| Penfield Community Post | Penfield, NY | Free Weekly | ||
| Rush-Henrietta Community Post | Rush/Henrietta, NY | Free Weekly | ||
| Spencerport-Hilton Community Post | Spencerport/Hilton, NY | Free Weekly | ||
| Victor-Farmington Community Post | Victor/Farmington, NY | Free Weekly | ||
| Webster Community Post | Webster, NY | Free Weekly | ||
| Fusion | Utica, NY | Free Weekly | ||
| The Pennysaver | Utica, NY | Shopper | ||
| Hornell Canisteo Penn-E-Saver | Canisteo, NY | Shopper | ||
| Corning Pennysaver | Corning, NY | Shopper | ||
| Geneseeway Shopper | Dansville, NY | Shopper | ||
| Dansville-Wayland Pennysaver | Dansville/Wayland, NY | Shopper | ||
| Images | Herkimer, NY | Shopper |
27
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| Publication | Principal City, State | Type | ||
| The Independent Extra | Honesdale, PA | Shopper | ||
| The Tribune Extra | Hornell, NY | Shopper | ||
| The Shopper | Horseheads, NY | Shopper | ||
| Today’s Shopper | Keyser, WV | Shopper | ||
| Catskill Shopper | Liberty, NY | Shopper | ||
| Mohawk Valley Pennysaver | Ft. Plain, NY | Shopper | ||
| The Palladium Pennysaver | Oswego, NY | Shopper | ||
| Star Herald Weekender | Ripley, WV | Shopper | ||
| Mountain Pennysaver | Saugerties, NY | Shopper | ||
| Saugerties Pennysaver | Saugerties, NY | Shopper | ||
| The Times Extra | Sayre, PA | Shopper | ||
| Allegany County Pennysaver | Wellsville, NY | Shopper | ||
| Chronicle Ad-Viser | Penn Yan, NY | Shopper | ||
| Timesaver | Wayne Co., NY | Shopper |
Yellow Page Directories
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| Publication | Principal City, State | Type | ||
| Roseville Directory | Roseville, CA | Yellow Page Directory | ||
| Greater Sacramento Directory | Sacramento, CA | Yellow Page Directory | ||
| Auburn/Grass Valley/Nevada City Directory | Auburn/Grass Valley/Nevada City, CA | Yellow Page Directory | ||
| Folsom/EI Dorado/Placerville Directory | Folsom/EI Dorado/Placerville, CA | Yellow Page Directory | ||
| Michigan & Indiana Phone Guide | St. Joseph County, MI and LaGrange County, IN | Yellow Page Directory | ||
| Michigan & Indiana Phone Guide | Branch County, MI and Steuben County, IN | Yellow Page Directory | ||
| The Siskiyou County Connection | Mt. Shasta, CA | Yellow Page Directory |
28
List of Websites
Our websites are listed below.
|
|
|
| Arkadelphia Daily Siftings Herald | siftingsherald.com | |
| Arkadelphia Extra | siftingsherald.com | |
| The Sun Times | thesuntimes.com | |
| Daily World TMC | helena-arkansas.com | |
| The Daily World | helena-arkansas.com | |
| Hope Star | hopestar.com | |
| Star Extra | hopestar.com | |
| Newport Independant | newportindependent.com | |
| Nevada County Picayune | picayune-times.com | |
| Stuttgart Daily Leader | stuttgartdailyleader.com | |
| The Extra | stuttgartdailyleader.com | |
| Arizona Silver Belt | silverbelt.com | |
| The Gridley Herald | gridleyherald.com | |
| The Gridley Shopping News | gridleyherald.com | |
| Dunsmuir News | mtshastanews.com | |
| Mount Shasta Herald | mtshastanews.com | |
| Weed Press | mtshastanews.com | |
| The Daily Independent | ridgecrestca.com | |
| Daily Midway Driller | taftmidwaydriller.com | |
| Siskiyou Daily News | siskiyoudaily.com | |
| Siskiyou Daily News Extra | siskiyoudaily.com | |
| SureWest Directories | surewestdirectories.com | |
| Ag Journal | agjournalonline.com | |
| La Junta Tribune Democrat | lajuntatribunedemocrat.com | |
| Norwood Post | norwoodpost.com | |
| Telluride Daily Planet | telluridegateway.com | |
| Norwich Bulletin | norwichbulletin.com | |
| The News Chief | polktimes.com | |
| Charles City Press | charlescitypress.com | |
| Times-Plain Dealer | crescotimes.com | |
| Hamburg Reporter | hamburgreporter.com | |
| New Hampton Tribune | northeastiowafocus.com | |
| Addison Press | chicagosuburbannews.com | |
| Times Record | aledotimesrecord.com | |
| Benton Evening News | bentoneveningnews.com | |
| Berwyn Life | chicagosuburbannews.com | |
| Cambridge Chronicle | cambridgechronicle.com | |
| Canton Daily Ledger | cantondailyledger.com | |
| Carmi Times | carmitimes.com | |
| Darien Suburban Life | chicagosuburbannews.com | |
| Downers Grove Reporter | chicagosuburbannews.com | |
| Hinsdale Suburban Life | chicagosuburbannews.com | |
| Lemont Reporter | chicagosuburbannews.com | |
| Westmont Progress | chicagosuburbannews.com |
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|
|
| Du Quoin Evening Call | duquoin.com | |
| Advocate Press | advocatepress.com | |
| The Journal Standard | journalstandard.com | |
| Money Stretcher | galatiamoneystretcher.com | |
| The Paper | thepaper.net | |
| The Geneseo Republic | geneseorepublic.com | |
| Geneva Republican | chicagosuburbannews.com | |
| Bloomingdale Press | chicagosuburbannews.com | |
| Carol Stream Press | chicagosuburbannews.com | |
| Countryside Suburban Life | chicagosuburbannews.com | |
| Elmhurst Press | chicagosuburbannews.com | |
| Glen Ellyn News | chicagosuburbannews.com | |
| Itasca Press Roselle Press | chicagosuburbannews.com | |
| Lombard Spectator | chicagosuburbannews.com | |
| Villa Park Argus | chicagosuburbannews.com | |
| Harrisburg Daily Register | dailyregister.com | |
| Star Courier | starcourier.com | |
| La Grange Park Suburban Life | chicagosuburbannews.com | |
| Lisle Reporter | chicagosuburbannews.com | |
| Macomb Journal | macombjournal.com | |
| Marion Daily Republican | mariondaily.com | |
| Daily Review Atlas | reviewatlas.com | |
| Brookfield Suburban Life | chicagosuburbannews.com | |
| Suburban Life | chicagosuburbannews.com | |
| Westchester Suburban Life | chicagosuburbannews.com | |
| Advantage | olneydailymail.com | |
| The Olney Daily Mail | olneydailymail.com | |
| Orion Gazette | oriongazette.com | |
| Pekin Daily Times | pekintimes.com | |
| Daily Leader | pontiacdailyleader.com | |
| Batavia Republican | chicagosuburbannews.com | |
| Springfield Shopper | springfield-shopper.net | |
| Huntley Farmside | chicagosuburbannews.com | |
| Press | chicagosuburbannews.com | |
| St. Charles Republican | chicagosuburbannews.com | |
| Daily American | dailyamericannews.com | |
| SI Trader | sitraders.com | |
| The Courier | lincolncourier.com | |
| Peoria Journal Star | pjstar.com | |
| Register-Mail | registermail.com | |
| Rockford Register Star | rrstar.com | |
| The State-Journal Register | sj-r.com | |
| Peoria Times Observer | peoriatimesobserver.com | |
| Wheaton Leader | chicagosuburbannews.com | |
| Augusta Daily Gazette | augustagazette.com | |
| Derby Reporter | derbydailyrep.com |
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|
|
| The El Dorado Times | eldoradotimes.com | |
| Kiowa County Signal | kiowacountysignal.com | |
| Kansas City Kansan | kansascitykansan.com | |
| Lansing This Week | lansingthisweek.com | |
| The Lansing Chronicle Times | lansingchronicletimes.com | |
| Chronicle Shopper | leavenworthshopper.com | |
| Leavenworth Times | leavenworthtimes.com | |
| McPherson Sentinel | mcphersonsentinel.com | |
| The Pratt Tribune | pratttribune.com | |
| Wellington Daily News | wgtndailynews.com | |
| The Morning Sun | morningsun.net | |
| The Daily Globe | dodgeglobe.com | |
| The Newton Kansan | dodgeglobe.com | |
| The Bastrop Daily Enterprise | bastropenterprise.com | |
| Beauregard Daily News | deridderdailynews.com | |
| Ascension Citizen | ascensioncitizen.com | |
| Nickel Ads | ascensioncitizen.com | |
| The Marketeer | ascensioncitizen.com | |
| Leesville Daily Leader | leesvilledailyleader.com | |
| Post South | postsouth.com | |
| West Bank Shopper | postsouth.com | |
| Southwest Daily News | sulphurdailynews.com | |
| The Register | barnstableregister.com | |
| Country Gazette | thecountrygazette.com | |
| Amesbury News | amesburynews.com | |
| Beverly Citizen | beverlycitizen.com | |
| Danvers Herald | danversherald.com | |
| Georgetown Record | georgetownrecord.com | |
| Hamilton-Wenham Chronicle | hamiltonwenhamchronicle.com | |
| Medford Transcript | medfordtranscript.com | |
| Melrose Free Press | melrosefreepress.com | |
| The Newburyport Current | newburyportcurrent.com | |
| North Andover Citizen | northandovercitizen.com | |
| North Shore Sunday | northshoresunday.com | |
| Stoneham Sun | stonehamsun.com | |
| Tri-Town Transcript | tritowntranscript.com | |
| Wakefield Observer | wakefieldobserver.com | |
| Billerica Minuteman | thebillericaminuteman.com | |
| Bourne Courier | uppercapecodder.com | |
| The Enterprise | enterprisenews.com | |
| The Cape Codder | capecodder.com | |
| The Lancaster Times & Clinton Courier | timesandcourier.com |
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|
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| The Beacon | actonbeacon.com | |
| Bedford Minuteman | bedfordminuteman.com | |
| Burlington Union | burlingtonunion.com | |
| Chelmsford Independent | chelmsfordindependent.com | |
| The Concord Journal | concordjournal.com | |
| Littleton Independent | littletonindependent.com | |
| The Reading Advocate | readingadvocate.com | |
| Tewksbury Advocate | tewksburyadvocate.com | |
| Lincoln Journal | thelincolnjournal.com | |
| Wilmington Advocate | wilmingtonadvocate.com | |
| Woburn Advocate | woburnadvocate.com | |
| The Herald News | heraldnews.com | |
| Ashland TAB | ashlandweekly.com | |
| Canton Journal | cantonjournal.com | |
| The Daily News Transcript | dailynewstranscript.com | |
| The Framingham Tab | framinghamtab.com | |
| Holliston TAB | hollistontab.com | |
| Hopkinton Crier | hopkintoncrier.com | |
| Medfield Press | medfieldpress.com | |
| The MetroWest Daily News | metrowestdailynews.com | |
| Natick Bulletin and Tab | natickbulletinandtab.com | |
| Norton Mirror | nortonmirror.com | |
| Stoughton Journal | stoughtonjournal.com | |
| The Sudbury Town Crier | sudburytowncrier.com | |
| The Wayland Town Crier | waylandtowncrier.com | |
| The Weston Town Crier | westontowncrier.com | |
| The Bolton Common | boltoncommon.com | |
| The Harvard Post | harvardpost.com | |
| Cohasset Mariner | cohassetmariner.com | |
| The Hingham Journal | hinghamjournal.com | |
| Ipswich Chronicle | ipswichchronicle.com | |
| The Arlington Advocate | arlingtonadvocate.com | |
| Belmont Citizen-Herald | belmontcitizenherald.com | |
| Lexington Minuteman | lexingtonminuteman.com | |
| The Winchester Star | thewinchesterstar.com | |
| Marblehead Reporter | marbleheadreporter.com | |
| Swampscott Reporter | swampscottreporter.com | |
| Hudson Sun | hudsonsun.com | |
| Marlborough Enterprise | marlboroughenterprise.com | |
| Abington Rockland Mariner | abingtonmariner.com | |
| Carver Reporter | carverreporter.com | |
| Duxbury Reporter | duxbury.wickedlocal.com | |
| East Bridgewater Star | eastbridgewaterstar.com | |
| Hanover Mariner | hanovermariner.com | |
| Marshfield Mariner | marshfieldmariner.com |
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|
|
|
| Norwell Mariner | norwellmariner.com | |
| Pembroke Mariner & Reporter | pembrokemariner.com | |
| Plymouth Bulletin | townonline.com\plymouth | |
| The Beacon-Villager | beaconvillager.com | |
| Malden Observer | maldenobserver.com | |
| Easton Journal | theeastonjournal.com | |
| The Milford Daily News | milforddailynews.com | |
| Country Gazette | thecountrygazette.com | |
| Mansfield News | themansfieldnews.com | |
| Mothertown | mothertown.com | |
| The North Attleborough Free Press | nafreepress.com | |
| Allston Brighton TAB | allstonbrightontab.com | |
| Brookline TAB | brooklinetab.com | |
| Cambridge TAB | cambridgetab.com | |
| Dover-Sherborn Press | doversherbornpress.com | |
| Needham Times | needhamtimes.com | |
| Newton TAB | newtontab.com | |
| Watertown TAB & Press | watertowntab.com | |
| West Roxbury Transcript | westroxburytranscript.com | |
| The Villager | northboroughvillager.com | |
| Norwood Bulletin | norwoodbulletin.com | |
| Harwich Oracle | harwichoracle.com | |
| Halifax Plympton Reporter | halifaxreporter.com | |
| Kingston Reporter | kingstonreporter.com | |
| Old Colony Memorial | plymouth.wickedlocal.com | |
| The Sentinel | thesentinelnewspaper.com | |
| Wareham Courier | wareham.wickedlocal.com | |
| The Patriot Ledger | ledger.com | |
| Avon Messenger | avonmessenger.com | |
| Bridgewater Independent | bridgewaterindependent.com | |
| Easton Bulletin | eastonbulletin.com | |
| Hanson Town Crier | hansontowncrier.com | |
| Lakeville Call | lakevillecall.com | |
| Randolph Herald | randolphherald.com | |
| Raynham Call | raynhamcall.com | |
| Taunton Call | tauntoncall.com | |
| The Taunton Daily Gazette | tauntongazette.com | |
| Rockland Standard | therocklandstandard.com | |
| West Bridgewater Times | westbridgewatertimes.com | |
| Roslindale – West Roxbury Transcript | parkwaytranscript.com | |
| Somerville Journal | somervillejournal.com | |
| The Daily News Tribune | dailynewstribune.com | |
| The Wellesley Townsman | wellesleytownsman.com | |
| Westborough News | westboronews.com | |
| Braintree Forum | braintreeforum.com | |
| Holbrook Sun | holbrooksun.com |
33
|
|
|
| The Register | barnstableregister.com | |
| Salem Gazette | thesalemgazette.com | |
| Westford Eagle | westfordeagle.com | |
| Sharon Advocate | sharonadvocate.com | |
| Westwood Press | thewestwoodpress.com | |
| Shrewsbury Chronicle | theshrewsburychronicle.com | |
| Scituate Mariner | scituatemariner.com | |
| Saugus Advertiser | saugusadvertiser.com | |
| Roslindale Transcript | roslindaletranscript.com | |
| Whitman Times | whitmantimes.com | |
| Weymouth News | theweymouthnews.com | |
| El Latino Expreso | neexpreso.com | |
| O Jornal | ojornal.com | |
| The Daily Telegram | lenconnect.com | |
| Cheboygan Daily Tribune | cheboygannews.com | |
| Mackinaw Journal | cheboygannews.com | |
| Bronson Journal | thebronsonjournal.com | |
| The Daily Reporter | thedailyreporter.com | |
| Union City Register Tribune | thedailyreporter.com | |
| The Evening News | sooeveningnews.com | |
| Sturgis Journal | sturgisjournal.com | |
| Sentinel-Standard | sentinel-standard.com | |
| The Hillside Daily News | hilsdale.net | |
| The Holland Sentinel | hollandsentinel.com | |
| Crookston Daily Times | crookstontimes.com | |
| Granite Falls Advocate Tribune | granitefallsnews.com | |
| Montevideo American News | montenews.com | |
| Redwood Gazette | redwoodfallsgazette.com | |
| Sleepy Eye Herald Dispatch | sleepyeyenews.com | |
| St. James Plain Dealer | stjamesnews.com | |
| Boonville Daily News | boonvilledailynews.com | |
| Linn County Leader | linncountyleader.com | |
| Lake Sun Leader | lakesunleader.com | |
| The Westside Star | westsidestar.net | |
| The Carthage Press | carthagepress.com | |
| Constitution Tribune | chillicothenews.com | |
| Kirksville Daily Express | kirksvilledailyexpress.com | |
| Chronicle Herald | maconch.com | |
| Macon Journal | maconch.com | |
| Maryville Daily Forum | maryvilledailyforum.com | |
| The Mexico Ledger | mexicoledger.com | |
| Moberly Monitor Index | moberlymonitor.com | |
| Neosho Daily News | neoshodailynews.com | |
| Rolla Daily News | therolladailynews.com | |
| The Daily Guide | waynesvilledailyguide.com | |
| The Examiner | examiner.net |
34
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|
|
| The Hannibal Courier-Post | hannibal.net | |
| Aurora Advertiser | auroraadvertiser.net | |
| Devils Lake Daily Journal | devilslakejournal.com | |
| Nebraska City News | ncnewspress.com | |
| Syracuse Journal Democrat | journaldemocrat.com | |
| The Grand Island Independent | theindependent.com | |
| The York News-Times | yorknewstimes.com | |
| The Leader | the-leader.com | |
| GateHouse Media | gatehousemedia.com | |
| The Evening Telegram | herkimertelegram.com | |
| Evening Tribune | eveningtribune.com | |
| The Evening Times | littlefallstimes.com | |
| The Palladium Times | pall-times.com | |
| Wellsville Daily Reporter | wellsvilledaily.com | |
| Daily Messenger | mpnewspapers.com | |
| Ad Net Direct | adnetdirect.net | |
| The Observer-Dispatch | uticaod.com | |
| The Repository | cantonrepository.com | |
| The Independent | indeonline.com | |
| The Repository | jacksonrep.com | |
| The Suburbanite | thesuburbanite.com | |
| The Times-Reporter | timesreporter.com | |
| The Daily Ardmoreite | ardmoreite.com | |
| Shawnee News-Star | news-star.com | |
| The News Eagle | neagle.com | |
| The Wayne Independent | wayneindependent.com | |
| The Standard Journal | standard-journal.com | |
| Morning Times | morning-times.com | |
| The Record Herald | therecordherald.com | |
| The Yankton Daily Press & Dakotan | yankton.net | |
| The Oak Ridger | oakridger.com | |
| Mineral Daily News Tribune | newstribune.info |
35
Item 1A. Risk Factors
Our business and operations are subject to numerous risks, many of which are described below and elsewhere in this report. The risks described below may not be the only risks we face. Additional risks that we do not presently know or that we currently believe to be immaterial may also adversely affect our business and the trading price of our securities.
Risks Related to Our Business
We depend to a great extent on the economies and the demographics of the local communities that we serve and are also susceptible to general economic downturns, which could have a material and adverse impact on our advertising and circulation revenues and on our profitability.
Our advertising revenues and, to a lesser extent, circulation revenues, depend upon a variety of factors specific to the communities that our publications serve. These factors include, among others, the size and demographic characteristics of the local population, local economic conditions in general and the economic condition of the retail segments of the communities that our publications serve. If the local economy, population or prevailing retail environment of a community we serve experiences a downturn, our publications, revenues and profitability in that market could be adversely affected. Our advertising revenues are also susceptible to negative trends in the general economy that affect consumer spending. The advertisers in our newspapers and other publications and related websites are primarily retail businesses, which can be significantly affected by regional or national economic downturns and other developments. Continuing or deepening softness in the U.S. economy could significantly affect key advertising revenue categories, such as help wanted, real estate and automotive.
Our indebtedness could adversely affect our financial health and reduce the funds available to us for other purposes, including dividend payments.
We have a significant amount of indebtedness. At December 31, 2007, we had total indebtedness of approximately $1.2 billion under our outstanding 2007 Credit Facility. Our pro forma interest expense for the year ended December 31, 2007 was $96.1 million, which included $11.5 million of pro forma interest expense related to our Bridge Facility which was repaid in July 2007. At December 31, 2007, the borrowings under our 2007 Credit Facility were subject to a floating interest rate. An aggregate of $1.195 billion of term loans under our 2007 Credit Facility, as amended by the First Amendment, were hedged through the execution of interest rate hedge agreements of $300.0 million, $270.0 million and $625.0 million at fixed rates of 4.135%, 5.359% and 5.029% through June 2012, July 2011 and September 2014, respectively. Our total indebtedness under the 2007 Credit Facility was approximately $1.2 billion as of March 7, 2008.
Our substantial indebtedness could adversely affect our financial health in the following ways:
| • | a substantial portion of our cash flow from operations must be dedicated to the payment of interest on our outstanding indebtedness, thereby reducing the funds available to us for other purposes, including our ability to pay dividends on our common stock; |
| • | our substantial degree of leverage could make us more vulnerable in the event of a downturn in general economic conditions or other adverse events in our business; |
| • | our ability to obtain additional financing for working capital, capital expenditures, acquisitions or general corporate purposes may be impaired, limiting our ability to maintain the value of our assets and operations; and |
| • | there would be a material and adverse effect on our business and financial condition if we are unable to service our indebtedness or obtain additional financing, as needed. |
In addition, our 2007 Credit Facility contains, and future indebtedness may contain, financial and other restrictive covenants, ratios and tests that limit our ability to incur additional debt and engage in other activities that may be in our long-term best interests. Our ability to comply with the covenants, ratios or tests contained in our 2007 Credit Facility or in the agreements governing our future indebtedness may be affected by events beyond our control, including prevailing economic, financial and industry conditions. Our 2007 Credit Facility prohibits our subsidiaries from making restricted payments to us if the subsidiaries are not in compliance with the restricted payment covenant. If those restricted payments to us are prohibited, we may
36
not be able to make dividend payments on our common stock if we do not have access to other sources of permitted funding. In addition, events of default, if not waived or cured, could result in the acceleration of the maturity of our indebtedness under our 2007 Credit Facility or other indebtedness we may have. If we were unable to repay those amounts, the lenders under our 2007 Credit Facility could proceed against the security granted to them to secure that indebtedness. If the lenders accelerate the payment of our indebtedness under our 2007 Credit Facility or other indebtedness, if any, our assets may not be sufficient to repay in full such indebtedness.
We may not be able to pay or maintain dividends and the failure to do so may negatively affect our share price.
We paid dividends on our common stock for the last quarter of 2006 and the first, second, third and fourth quarters of 2007. We intend to continue to pay regular quarterly dividends to the holders of our common stock. Our ability to pay dividends, and the amount of such dividends, if any, will depend on, among other things, our cash flows, our cash requirements, our financial condition, the degree to which we are or become leveraged, contractual restrictions binding on us, provisions of applicable law and other factors that our board of directors may deem relevant. In addition, our 2007 Credit Facility contains certain restrictions on our ability to make dividend payments. There can be no assurance that we will generate sufficient cash from continuing operations in the future, or have sufficient surplus or net profits, as the case may be, under Delaware law, to pay dividends on our common stock. Our dividend policy is based upon our directors’ current assessment of our business and the environment in which we operate and that assessment could change based on competitive or technological developments (which could, for example, increase our need for capital expenditures) or new growth opportunities. Our board of directors may, in its discretion, amend or repeal our dividend policy to decrease the level of dividends or entirely discontinue the payment of dividends. The reduction or elimination of dividends may negatively affect the market price of our common stock.
We may not retain a sufficient amount of cash or generate sufficient funds from operations to consummate acquisitions, fund our operations or repay our indebtedness at maturity or otherwise.
We intend to continue to pay regular quarterly dividends to the holders of our common stock. As a result, we may not retain a sufficient amount of cash to finance growth opportunities, including acquisitions, or fund our operations, including unanticipated capital expenditures. Our ability to pursue any material expansion of our business, including through acquisitions or increased capital spending, will depend more than it otherwise would on our ability to obtain third party financing. There can be no assurance that such financing will be available to us at all, or at an acceptable cost.
Our ability to make payments on our indebtedness as required will depend on our ability to generate cash flow from operations in the future. This ability, to a certain extent, is subject to general economic, financial, competitive, legislative, regulatory and other factors that are beyond our control.
There can be no assurance that our business will generate cash flow from operations or that future borrowings will be available to us in amounts sufficient to enable us to pay our indebtedness or to fund our other liquidity needs.
We intend to continue to pursue acquisition opportunities, which may subject us to considerable business and financial risk.
We have grown through, and anticipate that we will continue to grow through, acquisitions of paid daily and weekly newspapers and free circulation and total market coverage publications, such as shoppers, as well as other forms of local media such as directories, traders and direct mail. We evaluate potential acquisitions on an ongoing basis and from time-to-time are actively pursuing acquisition opportunities. We may not be successful in identifying acquisition opportunities, assessing the value, strengths and weaknesses of these opportunities and consummating acquisitions on acceptable terms. Furthermore, suitable acquisition opportunities may not even be made available or known to us. Acquisitions may expose us to particular business and financial risks that include, but are not limited to:
| • | diverting management’s attention; |
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| • | incurring additional indebtedness and assuming liabilities; |
| • | incurring significant additional capital expenditures, transaction and operating expenses and non-recurring acquisition-related charges; |
| • | experiencing an adverse impact on our earnings from the amortization or write-off of acquired goodwill and other intangible assets; |
| • | failing to integrate the operations and personnel of the acquired businesses; |
| • | acquiring businesses with which we are not familiar; |
| • | entering new markets with which we are not familiar; and |
| • | failing to retain key personnel, vendors, service providers, readers and customers of the acquired businesses. |
We may not be able to successfully manage acquired businesses or increase our cash flow from these operations. If we are unable to successfully implement our acquisition strategy or address the risks associated with acquisitions, or if we encounter unforeseen expenses, difficulties, complications or delays frequently encountered in connection with the integration of acquired entities and the expansion of operations, our growth and ability to compete may be impaired, we may fail to achieve acquisition synergies and we may be required to focus resources on integration of operations rather than other profitable areas. In addition, we may compete for certain acquisition targets with companies having greater financial resources than we do. We anticipate that we may finance acquisitions through cash provided by operating activities, additional borrowings under possible future amendments to our 2007 Credit Facility and other indebtedness, which would reduce our cash available for other purposes, including the repayment of indebtedness and payment of dividends.
Volatility on U.S. credit markets could affect our ability to obtain financing to fund acquisitions.
We had approximately $1.2 billion in long term debt outstanding as of December 31, 2007. A tightening of credit availability could restrict our ability to obtain financing for significant transactions.
If there is a significant increase in the price of newsprint or a reduction in the availability of newsprint, our results of operations and financial condition may suffer.
The basic raw material for our publications is newsprint. We generally maintain only a 30 – 35-day inventory of newsprint, although our participation in a newsprint-buying consortium helps ensure adequate supply. An inability to obtain an adequate supply of newsprint at a favorable price or at all in the future could have a material adverse effect on our ability to produce our publications. Historically, the price of newsprint has been volatile, reaching a high of approximately $750 per metric ton in 1996 and dropping to a low of almost $410 per metric ton in 2002. The average price of newsprint for 2007 was approximately $589 per metric ton. Recent and future consolidation of major newsprint suppliers may adversely affect price competition among suppliers. Significant increases in newsprint costs could have a material adverse effect on our financial condition and results of operations. See “Business — Newsprint” in Item 1 of this report.
We compete with a large number of companies in the local media industry; if we are unable to compete effectively, our advertising and circulation revenues may decline.
Our business is concentrated in newspapers and other print publications located primarily in small and midsize markets in the United States. Our revenues primarily consist of advertising and paid circulation. Competition for advertising revenues and paid circulation comes from direct mail, directories, radio, television, outdoor advertising, other newspaper publications, the internet and other media. For example, as the use of the internet has increased, we have lost some classified advertising and subscribers to online advertising businesses and our free internet sites that contain abbreviated versions of our publications. Competition for advertising revenues is based largely upon advertiser results, advertising rates, readership, demographics and circulation levels. Competition for circulation is based largely upon the content of the publication and its price and editorial quality. Our local and regional competitors vary from market to market and many of our competitors for advertising revenues are larger and have greater financial and distribution resources than us. We may incur increasing costs competing for advertising expenditures and paid circulation. We may also experience a decline of circulation or print advertising revenue due to alternative media, such as the internet. If we
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are not able to compete effectively for advertising expenditures and paid circulation, our revenues may decline. See “Business — Competition” in Item 1 of this report.
Our business is subject to seasonal and other fluctuations, which affects our revenues and operating results.
Our business is subject to seasonal fluctuations that we expect to continue to be reflected in our operating results in future periods. Our first fiscal quarter of the year tends to be our weakest quarter because advertising volume is at its lowest levels following the holiday season. Correspondingly, our second and fourth fiscal quarters tend to be our strongest because they include heavy holiday and seasonal advertising. Other factors that affect our quarterly revenues and operating results may be beyond our control, including changes in the pricing policies of our competitors, the hiring and retention of key personnel, wage and cost pressures, distribution costs, changes in newsprint prices and general economic factors.
We could be adversely affected by declining circulation.
According to the Newspaper Association of America, overall daily newspaper circulation, including national and urban newspapers, has declined at an average annual rate of 0.8% during the three-year period from 2002 to 2004. There can be no assurance that our circulation will not decline in the future. We have been able to maintain our annual circulation revenue from existing operations in recent years through, among other things, increases in our per copy prices. However, there can be no assurance that we will be able to continue to increase prices to offset any declines in circulation. Further declines in circulation could impair our ability to maintain or increase our advertising prices, cause purchasers of advertising in our publications to reduce or discontinue those purchases and discourage potential new advertising customers which could have a material adverse effect on our business, financial condition, results of operations or cash flows.
We have a history of losses and may not be able to achieve or maintain profitable operations in the future.
We experienced operating losses from continuing operations of approximately $240.7 million, $28.9 million and $14.1 million on a pro forma basis in 2007, 2006 and 2005, respectively. Our results of operations in the future will depend on many factors, including our ability to execute our business strategy and realize efficiencies through our clustering strategy. Our failure to achieve profitability in the future could adversely affect the trading price of our common stock and our ability to raise additional capital and, accordingly, our ability to grow our business.
The value of our intangible assets may become impaired, depending upon future operating results.
As of December 31, 2007, goodwill and other intangible assets were approximately $1.51 billion, or 80.5% of our total assets. To determine whether all or a portion of the carrying values of our goodwill and other intangible assets are no longer recoverable, which may require a charge to our earnings, we periodically evaluate such assets. During the fourth quarter of 2007, we performed an updated impairment analysis for goodwill and our other indefinite lived intangible assets. Based on our assessment of future cash flows and recent industry transaction multiples, we determined an impairment charge of $226.0 million should be recognized. Any future evaluations requiring an asset impairment charge for goodwill or other intangible assets could affect future reported results of operations and shareholders’ equity, although such charges would not affect operations or cash flow.
We are subject to environmental and employee safety and health laws and regulations that could cause us to incur significant compliance expenditures and liabilities.
Our operations are subject to federal, state and local laws and regulations pertaining to the environment, storage tanks and the management and disposal of wastes at our facilities. Under various environmental laws, a current or previous owner or operator of real property may be liable for contamination resulting from the release or threatened release of hazardous or toxic substances or petroleum at that property. Such laws often impose liability on the owner or operator without regard to fault and the costs of any required investigation or cleanup can be substantial. Although in connection with certain of our acquisitions, we have rights to indemnification for certain environmental liabilities, these rights may not be sufficient to reimburse us for all losses that we might incur if a property acquired by us has environmental contamination.
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Our operations are also subject to various employee safety and health laws and regulations, including those pertaining to occupational injury and illness, employee exposure to hazardous materials and employee complaints. Environmental and employee safety and health laws tend to be complex, comprehensive and frequently changing. As a result, we may be involved from time to time in administrative and judicial proceedings and investigations related to environmental and employee safety and health issues. These proceedings and investigations could result in substantial costs to us, divert our management’s attention and adversely affect our ability to sell, lease or develop our real property. Furthermore, if it is determined we are not in compliance with applicable laws and regulations, or if our properties are contaminated, it could result in significant liabilities, fines or the suspension or interruption of the operations of specific printing facilities. Future events, such as changes in existing laws and regulations, new laws or regulations or the discovery of conditions not currently known to us, may give rise to additional compliance or remedial costs that could be material.
We depend on key personnel and we may not be able to operate and grow our business effectively if we lose the services of any of our key personnel or are unable to attract qualified personnel in the future.
We are dependent upon the efforts of our key personnel. In particular, we are dependent upon the management and leadership of Michael E. Reed, our Chief Executive Officer, Mark R. Thompson, our Chief Financial Officer, and Scott T. Champion, our President and Chief Operating Officer. The loss of Mr. Reed, Mr. Thompson, Mr. Champion, or other key personnel could affect our ability to run our business effectively.
The success of our business is heavily dependent on our ability to retain our current management and other key personnel and to attract and retain qualified personnel in the future. Competition for senior management personnel is intense and we may not be able to retain our personnel. Although we have entered into employment agreements with certain of our key personnel, these agreements do not ensure that our key personnel will continue in their present capacity with us for any particular period of time. We do not have key man insurance for any of our current management or other key personnel. The loss of any key personnel would require our remaining key personnel to divert immediate and substantial attention to seeking a replacement. An inability to find a suitable replacement for any departing executive officer on a timely basis could adversely affect our ability to operate and grow our business.
A shortage of skilled or experienced employees in the media industry, or our inability to retain such employees, could pose a risk to achieving improved productivity and reducing costs, which could adversely affect our profitability.
Production and distribution of our various publications requires skilled and experienced employees. A shortage of such employees, or our inability to retain such employees, could have an adverse impact on our productivity and costs, our ability to expand, develop and distribute new products and our entry into new markets. The cost of retaining or hiring such employees could exceed our expectations.
Our potential inability to successfully execute cost control measures could result in greater than expected total operating costs.
We have implemented general cost control measures, and expect to continue such cost control efforts. If we do not achieve expected savings as a result of such measures or if our operating costs increase as a result of our growth strategy, our total operating costs may be greater than expected. In addition, reductions in staff and employee benefits could affect our ability to attract and retain key employees.
Risks Related to Our Organization and Structure
If the ownership of our common stock continues to be highly concentrated, it may prevent stockholders from influencing significant corporate decisions and the interests of our principal stockholder may conflict with interests of our other stockholders.
As of December 31, 2007, Fortress beneficially owned approximately 42.0% of our outstanding common stock. As a result, Fortress will continue to have effective control over fundamental and significant corporate matters and transactions, including: the election of directors; mergers, consolidations or acquisitions; the sale of all or substantially all of our assets and other decisions affecting our capital structure; the amendment of
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our amended and restated certificate of incorporation and our amended and restated by-laws; and our dissolution. The interests of Fortress may not always coincide with our interests or the interest of our other stockholders. For example, Fortress could delay, deter or prevent acts that may be favored by our other stockholders such as hostile takeovers, changes in control and changes in management. As a result of such actions, the market price of our common stock could decline or stockholders might not receive a premium for their shares in connection with a change of control transaction.
Fortress has the right to, and has no duty to abstain from exercising such right to, engage or invest in the same or similar business as us.
Fortress, together with its affiliates, has other business activities in addition to their ownership of us. Under our amended and restated certificate of incorporation, Fortress has the right to, and has no duty to abstain from exercising such right to, engage or invest in the same or similar business as us, do business with any of our clients, customers or vendors or employ or otherwise engage any of our officers, directors or employees. If Fortress or any of its affiliates or any of their respective officers, directors or employees acquire knowledge of a potential transaction that could be a corporate opportunity, they have no duty to offer such corporate opportunity to us, our stockholders or our affiliates.
In the event that any of our directors and officers who is also a director, officer or employee of Fortress acquires knowledge of a corporate opportunity or is offered a corporate opportunity, provided that this knowledge was not acquired solely in such person’s capacity as our director or officer and such person acted in good faith, then such person is deemed to have fully satisfied such person’s fiduciary duty and is not liable to us if Fortress pursues or acquires such corporate opportunity or if such person did not present the corporate opportunity to us.
Anti-takeover provisions in our amended and restated certificate of incorporation and our amended and restated by-laws may discourage, delay or prevent a merger or acquisition that stockholders may consider favorable or prevent the removal of our current board of directors and management.
Certain provisions of our amended and restated certificate of incorporation and our amended and restated by-laws may discourage, delay or prevent a merger or acquisition that stockholders may consider favorable or prevent the removal of our current board of directors and management. We have a number of anti-takeover devices in place that can hinder takeover attempts, including:
| • | a staggered board of directors consisting of three classes of directors, each of whom serves a three-year term; |
| • | removal of directors only for cause and only with the affirmative vote of at least 80% of the voting interest of stockholders entitled to vote; |
| • | blank-check preferred stock; |
| • | provisions in our amended and restated certificate of incorporation and amended and restated by-laws preventing stockholders from calling special meetings or acting by written consent in lieu of a meeting (with the exception of Fortress, so long as Fortress beneficially owns at least 50% of our issued and outstanding common stock); |
| • | advance notice requirements for stockholders with respect to director nominations and actions to be taken at annual meetings; and |
| • | no provision in our amended and restated certificate of incorporation for cumulative voting in the election of directors, which means that the holders of a majority of the outstanding shares of our common stock can elect all the directors standing for election. |
Our 2007 Credit Facility currently limits our ability to enter into certain change of control transactions, the occurrence of which would constitute an event of default under our 2007 Credit Facility. However, our amended and restated certificate of incorporation provides that Section 203 of the Delaware General Corporation Law, which restricts certain business combinations with interested stockholders in certain situations, will not apply to us. This may make it easier for a third party to acquire an interest in some or all of us with Fortress’ approval, even though our other stockholders may not deem such an acquisition beneficial to their interests.
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We are a holding company and our access to the cash flow of our subsidiaries is subject to restrictions imposed by our indebtedness.
We are a holding company with no material direct operations. Our principal assets are the equity interests we own in our direct subsidiary, GateHouse Media Holdco, Inc. (“Holdco”), through which we indirectly own equity interests in our operating subsidiaries. As a result, we are dependent on loans, dividends and other payments from our subsidiaries to generate the funds necessary to meet our financial obligations and to make dividend payments. Our subsidiaries are legally distinct from us and have no obligation to make funds available to us. Holdco and certain of its subsidiaries are parties to our 2007 Credit Facility, which imposes restrictions on their ability to make loans, dividend payments or other payments to us. Any payment of dividends to us are subject to the satisfaction of certain financial conditions set forth in our 2007 Credit Facility. Our ability to comply with these conditions may be affected by events that are beyond our control. We expect future borrowings by our subsidiaries to contain restrictions or prohibitions on the payment of dividends to us.
The requirements of being a newly public company may strain our resources, including personnel, and cause us to incur additional expenses.
As a public company, we are subject to the reporting requirements of the Securities Exchange Act of 1934, (the “Exchange Act”) and the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”). These requirements may place a strain on our people, systems and resources. The Exchange Act requires that we file annual, quarterly and current reports with respect to our business and financial condition. The Sarbanes-Oxley Act requires that we maintain effective disclosure controls and procedures and internal controls over financial reporting. In order to maintain and improve the effectiveness of our disclosure controls and procedures and internal controls over financial reporting, significant resources and management oversight will be required. This may divert management’s attention from other business concerns. Since the IPO, our costs have and will increase as a result of having to comply with the Exchange Act, the Sarbanes-Oxley Act and the New York Stock Exchange listing requirements, which required us, among other things, to establish an internal audit function.
Item 1B. Unresolved Staff Comments
Not applicable.
Item 2. Properties
We operate 69 print facilities across the United States and have an additional print facility up for sale. We owned 68 of these facilities (including the facility up for sale) and lease the remaining two for terms ranging from one to five years. Our facilities range in size from approximately 500 to 55,000 square feet. Our executive offices are located in Fairport, New York, where we lease approximately 15,000 square feet under a lease terminating in June 2014.
We maintain our properties in good condition and believe that our current facilities are adequate to meet the present needs of our business. We do not believe any individual property is material to our financial condition or results of operations.
Item 3. Legal Proceedings
We become involved from time to time in claims and lawsuits incidental to the ordinary course of our business, including such matters as libel, invasion of privacy, intellectual property infringement, wrongful termination actions, and complaints alleging discrimination. In addition, we are involved from time to time in governmental and administrative proceedings concerning employment, labor, environmental and other claims. Insurance coverage mitigates potential loss for certain of these matters. Historically, such claims and proceedings have not had a material adverse effect upon our consolidated results of operations or financial condition. While we are unable to predict the ultimate outcome of any currently outstanding legal actions, we believe that it is a remote possibility that the disposition of these matters would have a material adverse effect upon our consolidated results of operations, financial condition or cash flow.
Item 4. Submission of Matters to a Vote of Security Holders
Not applicable.
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PART II
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
Market Information
Our common stock has been traded on the New York Stock Exchange, or NYSE, under the symbol “GHS” since our initial public offering on October 25, 2006. Prior to that date, there was no public market for our common stock. The following table shows the high and low sale prices of our common stock as reported on the NYSE for the periods indicated.
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| Year Ended December 31, 2007 |
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| Fourth Quarter | $ | 13.12 | $ | 7.43 | ||||
| Third Quarter | $ | 19.10 | $ | 11.80 | ||||
| Second Quarter | $ | 22.18 | $ | 17.92 | ||||
| First Quarter | $ | 20.75 | $ | 17.98 | ||||
| Year Ended December 31, 2006 |
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| Fourth Quarter (from October 25, 2006) | $ | 22.25 | $ | 17.87 | ||||
The closing sale price for our common stock as reported on the NYSE on March 7, 2008 was $5.25 per share. As of that date, there were approximately 318 holders of record and approximately 6,788 beneficial owners registered in nominee and street name.
Dividends
On September 26, 2006, our board of directors declared a dividend of $0.32 per share on our common stock, or an aggregate of $7.4 million for the quarter ended September 30, 2006, which was paid on October 5, 2006.
On October 23, 2006, our board of directors declared a partial fourth quarter dividend of $0.08 per share on our common stock, or an aggregate of $1.8 million for the period from October 1, 2006 to October 23, 2006, which was paid on October 30, 2006.
On December 7, 2006, our board of directors declared an additional partial fourth quarter dividend of $0.24 per share on our common stock, or an aggregate of $9.1 million, for the period from October 24, 2006 to December 31, 2006, which was paid on January 15, 2007.
On March 9, 2007, our board of directors declared a first quarter 2007 cash dividend of $0.37 per share on our common stock, or an aggregate of $14.5 million, for the period from January 1, 2007 to March 31, 2007, which was paid on April 16, 2007 to stockholders of record as of March 30, 2007.
On June 18, 2007 our board of directors declared a second quarter 2007 cash dividend of $0.40 per share on our common stock, or an aggregate of $15.7 million, for the period from April 1, 2007 to June 30, 2007, which was paid on July 16, 2007 to stockholders of record as of June 29, 2007.
On September 13, 2007, our board of directors declared a third quarter 2007 cash dividend of $0.40 per share on our common stock, or an aggregate of $23.1 million for the period from July 1, 2007 to September 30, 2007, which was paid on October 15, 2007 to stockholders of record as of September 28, 2007.
On November 13, 2007, our board of directors declared a fourth quarter 2007 cash dividend of $0.40 per share on our common stock, or an aggregate of $23.1 million for the period from October 1, 2007 to December 31, 2007, which was paid on January 15, 2008 to stockholders of record as of December 31, 2007.
Item 6. Selected Financial Data
The following table presents our selected historical financial data as of and for each of the years in the five year period ended December 31, 2007. The information in this table should be read in conjunction with the information under “Management’s Discussion and Analysis of Financial Condition and Results of Operations”, “Business” and our historical consolidated financial statements and the related notes thereto included elsewhere in this report.
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| Year Ended December 31, 2007(4) |
Year Ended December 31, 2006(5) |
Period from June 6, 2005 to December 31, 2005(6) |
Period from January 1, 2005 to June 5, 2005 |
Year Ended December 31, | ||||||||||||||||||||||||
| 2004(7) | 2003(8) | |||||||||||||||||||||||||||
| (Successor) | (Successor) | (Successor) | (Predecessor) | (Predecessor) | (Predecessor) | |||||||||||||||||||||||
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| Statement of Operations Data: |
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| Revenues: |
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| Advertising | $ | 435,769 | $ | 238,721 | $ | 88,798 | $ | 63,172 | $ | 148,291 | $ | 139,258 | ||||||||||||||||
| Circulation | 119,649 | 52,656 | 19,298 | 14,184 | 34,017 | 31,478 | ||||||||||||||||||||||
| Commercial printing and other | 33,510 | 23,553 | 11,415 | 8,134 | 17,776 | 11,645 | ||||||||||||||||||||||
| Total revenues | 588,928 | 314,930 | 119,511 | 85,490 | 200,084 | 182,381 | ||||||||||||||||||||||
| Operating costs and expenses: |
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| Operating costs | 316,148 | 160,877 | 61,001 | 40,007 | 97,198 | 86,484 | ||||||||||||||||||||||
| Selling, general and administrative | 159,198 | 91,272 | 29,033 | 26,210 | 52,223 | 50,750 | ||||||||||||||||||||||
| Depreciation and amortization(1) | 57,750 | 24,051 | 8,030 | 5,776 | 13,374 | 13,359 | ||||||||||||||||||||||
| Transaction costs related to Merger and Massachusetts Acquisitions | — | — | 2,850 | 7,703 | — | — | ||||||||||||||||||||||
| Integration and reorganization costs and management fees paid to prior owner | 7,490 | 4,486 | 1,002 | 768 | 1,480 | 1,480 | ||||||||||||||||||||||
| Impairment of long-lived assets | 1,553 | 917 | — | — | 1,500 | — | ||||||||||||||||||||||
| Gain (loss) on sale of assets | (1,495 | ) | (700 | ) | 40 | — | (30 | ) | (104 | ) | ||||||||||||||||||
| Goodwill and mastheads impairment | 225,993 | — | — | — | — | — | ||||||||||||||||||||||
| Operating income (loss) | (180,699 | ) | 32,627 | 17,635 | 5,026 | 34,279 | 30,204 | |||||||||||||||||||||
| Interest expense, amortization of deferred financing costs, loss on early extinguishment of debt, unrealized gain on derivative instrument and other | 83,461 | 37,474 | 1,020 | 32,884 | 63,762 | 49,545 | ||||||||||||||||||||||
| Income (loss) from continuing operations before income taxes | (264,160 | ) | (4,847 | ) | 16,615 | (27,858 | ) | (29,483 | ) | (19,341 | ) | |||||||||||||||||
| Income tax expense (benefit) | (31,192 | ) | (3,273 | ) | 7,050 | (3,027 | ) | 1,228 | (4,691 | ) | ||||||||||||||||||
| Income (loss) from continuing operations | (232,968 | ) | (1,574 | ) | 9,565 | (24,831 | ) | (30,711 | ) | (14,650 | ) | |||||||||||||||||
| Income from discontinued operations, net of income taxes | 1,544 | — | — | — | 4,626 | 486 | ||||||||||||||||||||||
| Net income (loss) | $ | (231,424 | ) | $ | (1,574 | ) | $ | 9,565 | $ | (24,831 | ) | $ | (26,085 | ) | $ | (14,164 | ) | |||||||||||
| Net income (loss) available to common stockholders | $ | (231,424 | ) | $ | (1,574 | ) | $ | 9,565 | $ | (24,831 | ) | $ | (26,085 | ) | $ | (26,573 | ) | |||||||||||
| Basic net income (loss) from continuing operations per share(2) | $ | (5.02 | ) | $ | (0.06 | ) | $ | 0.43 | $ | (0.12 | ) | $ | (0.14 | ) | $ | (0.13 | ) | |||||||||||
| Diluted net income (loss) from continuing operations per share(2) | $ | (5.02 | ) | $ | (0.06 | ) | $ | 0.43 | $ | (0.12 | ) | $ | (0.14 | ) | $ | (0.13 | ) | |||||||||||
| Basic net income (loss) available to common stockholders per share(2) |
$ | (4.99 | ) | $ | (0.06 | ) | $ | 0.43 | $ | (0.12 | ) | $ | (0.12 | ) | $ | (0.12 | ) | |||||||||||
| Diluted net income (loss) available to common stockholders per share(2) | $ | (4.99 | ) | $ | (0.06 | ) | $ | 0.43 | $ | (0.12 | ) | $ | (0.12 | ) | $ | (0.12 | ) | |||||||||||
| Other Data: |
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| Adjusted EBITDA(3) | $ | 104,581 | $ | 57,595 | $ | 28,515 | $ | 18,505 | $ | 49,153 | $ | 43,563 | ||||||||||||||||
| Cash interest paid | $ | 74,910 | $ | 38,459 | $ | 31,720 | $ | 16,879 | $ | 24,210 | $ | 22,754 | ||||||||||||||||
| (1) | As a result of the Merger, we performed a valuation of intangible assets based on current economic conditions at such time. The remaining useful lives of advertiser and subscriber relationships were revised to 18 and 19 years, respectively, effective June 6, 2005. |
| (2) | All share and per share data has been computed as if the 2006 100-for-1 stock split had occurred as of the beginning of each of the applicable periods presented. |
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| (3) | We define Adjusted EBITDA as net income (loss) from continuing operations before income tax expense (benefit), interest/financing expense, depreciation and amortization and other non-recurring items. Adjusted EBITDA is not a measurement of financial performance under GAAP and should not be considered in isolation or as an alternative 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. We believe this non-GAAP measure, as we have defined it, is helpful in identifying trends in our day-to-day performance because the items excluded have little or no significance in our day-to-day operations. This measure provides an assessment of controllable expenses and affords management the ability to make decisions which are expected to facilitate meeting current financial goals as well as achieve optimal financial performance. Adjusted EBITDA provides an indicator for management to determine if adjustments to current spending decisions are needed. |
| Adjusted EBITDA provides us with a measure of financial performance, independent of items that are beyond the control of management in the short-term, such as depreciation and amortization, taxation and interest expense associated with our capital structure. This metric measures our financial performance based on operational factors that management can impact in the short-term, namely our cost structure or expenses of the organization. Adjusted EBITDA is one of the metrics used by senior management and the board of directors to review the financial performance of our business on a monthly basis. |
| Not all companies calculate Adjusted EBITDA using the same methods; therefore, the Adjusted EBITDA figures set forth herein may not be comparable to Adjusted EBITDA reported by other companies. A substantial portion of our Adjusted EBITDA must be dedicated to the payment of interest on our outstanding indebtedness and to service other commitments, thereby reducing the funds available to us for other purposes. Accordingly, Adjusted EBITDA does not represent an amount of funds that is available for management’s discretionary use. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Item 7 of this report. |
| (4) | Includes the results of the newspapers acquired from the Journal Register Company, the acquisition of SureWest Directories, the newspapers acquired from The Copley Press, Inc., the newspapers acquired from Gannett Co. Inc. and the newspapers acquired from Morris Publishing Group since their acquisitions on February 9, 2007, February 28, 2007, April 11, 2007, May 7, 2007 and November 30, 2007, respectively. |
| (5) | Includes the results of CP Media and Enterprise NewsMedia, LLC since their acquisitions on June 6, 2006. |
| (6) | Includes an unrealized gain on the derivative instrument of $10,807 as well as a decrease in interest expense due to debt extinguishment in connection with the Merger. |
| (7) | Includes the results of the newspapers acquired from Lee Enterprises since their acquisitions on February 3, 2004. |
| (8) | Includes the results of Midland Communications printing facility since its acquisition in December 2003. |
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The table below shows the reconciliation of income (loss) from continuing operations to Adjusted EBITDA for the periods presented:
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| Year Ended December 31, 2007 |
Year Ended December 31, 2006 |
Period from June 6, 2005 to December 31, 2005 |
Period from January 1, 2005 to June 5, 2005 |
Year Ended December 31, |
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| 2004 | 2003 | |||||||||||||||||||||||
| (Successor) | (Successor) | (Successor) | (Predecessor) | (Predecessor) | (Predecessor) | |||||||||||||||||||
| (In Thousands) | ||||||||||||||||||||||||
| Income (loss) from continuing operations |
$ | (232,968 | ) | $ | (1,574 | ) | $ | 9,565 | $ | (24,831 | ) | $ | (30,711 | ) | $ | (14,650 | ) | |||||||
| Income tax expense (benefit) | (31,192 | ) | (3,273 | ) | 7,050 | (3,027 | ) | 1,228 | (4,691 | ) | ||||||||||||||
| Write-off of deferred offering costs | — | — | — | — | — | 1,935 | ||||||||||||||||||
| Write-off of deferred financing costs |
— | — | — | — | — | 161 | ||||||||||||||||||
| Unrealized (gain) loss on derivative instrument(1) | 2,378 | (1,150 | ) | (10,807 | ) | — | — | — | ||||||||||||||||
| Loss on early extinguishment of debt(2) | 2,240 | 2,086 | — | 5,525 | — | — | ||||||||||||||||||
| Amortization of deferred financing costs | 2,101 | 544 | 67 | 643 | 1,826 | 1,810 | ||||||||||||||||||
| Interest expense – dividends on mandatorily redeemable preferred stock | — | — | — | 13,484 | 29,019 | 13,206 | ||||||||||||||||||
| Interest expense – debt | 76,726 | 35,994 | 11,760 | 13,232 | 32,917 | 32,433 | ||||||||||||||||||
| Impairment of long-lived assets | 1,553 | 917 | — | — | 1,500 | — | ||||||||||||||||||
| Transaction costs related to Merger and Massachusetts Acquisitions |
— | — | 2,850 | 7,703 | — | — | ||||||||||||||||||
| Depreciation and amortization |
57,750 | 24,051 | 8,030 | 5,776 | 13,374 | 13,359 | ||||||||||||||||||
| Goodwill and mastheads impairment | 225,993 | — | — | — | — | — | ||||||||||||||||||
| Adjusted EBITDA from continuing operations | $ | 104,581 | (a) | $ | 57,595 | (b) | $ | 28,515 | (c) | $ | 18,505 | (d) | $ | 49,153 | (e) | $ | 43,563 | (f) | ||||||
| (a) | Adjusted EBITDA for the year ended December 31, 2007 included net expenses of $23,791 which are one-time in nature or non-cash compensation. Included in these net expenses of $23,791 is non-cash compensation and other expense of $14,007, non-cash portion of postretirement benefits expense of $799, integration and reorganization costs of $7,490 and a $1,495 loss on the sale of assets. |
Adjusted EBITDA also does not include $10,189 from SureWest Directories due to the impact of purchase accounting and $2,393 from our discontinued operations, including Huntington, West Virginia, Yankton, South Dakota and Winter Haven, Florida.
| (b) | Adjusted EBITDA for the year ended December 31, 2006 included net expenses of $11,109 which are one-time in nature or non-cash compensation. Included in these net expenses of $11,109 is non-cash compensation and other expense of $5,175, non-cash portion of postretirement benefit expense of $748, integration and reorganization costs of $4,486 and a $700 loss on the sale of assets. |
| (c) | Adjusted EBITDA for the period from June 6, 2005 to December 31, 2005 included net expenses of $1,643 which are one-time in nature or non-cash compensation. Included in these net expenses of $1,643 is non-cash compensation and other expense of $681 and integration and reorganization costs of $1,002, which are partially offset by a $40 gain on the sale of assets. |
| (d) | Adjusted EBITDA for the period from January 1, 2005 to June 5, 2005 included net expenses of $1,564 which are one-time in nature or non-cash compensation. Included in these net expenses of 1,564 is non-cash compensation and other expense of $796 and management fees paid to prior owners of $768. |
| (e) | Adjusted EBITDA for the year ended December 31, 2004 included net expenses of $1,076 which are one-time in nature or non-cash compensation. Included in these net expenses of $1,076 is management fees paid to prior owners of $1,480 and a loss of $30 on the sale of assets, partially offset by $434 of other income. |
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| (f) | Adjusted EBITDA for the year ended December 31, 2003 included net expenses of $1,610 which are one-time in nature or non-cash compensation. Included in these net expenses of $1,610 is non-cash compensation and other expense of $26, management fees paid to prior owners of $1,480 and a loss of $104 on the sale of assets. |
| (1) | Non-cash (gain) loss on derivative instruments is related to interest rate swap agreements which are financing related and are excluded from Adjusted EBITDA. |
| (2) | Non-cash write-off of deferred financing costs are similar to interest expense and amorization of financing fees and are excluded from Adjusted EBITDA. |
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| As of December 31, | ||||||||||||||||||||
| 2007 | 2006 | 2005 | 2004 | 2003 | ||||||||||||||||
| (Successor) | (Successor) | (Successor) | (Predecessor) | (Predecessor) | ||||||||||||||||
| (In Thousands) | ||||||||||||||||||||
| Balance Sheet Data: |
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| Total assets | $ | 1,874,995 | $ | 1,131,497 | $ | 638,726 | $ | 488,176 | $ | 492,349 | ||||||||||
| Total long-term obligations, including current maturities | 1,221,502 | 559,811 | 313,655 | 602,003 | 582,241 | |||||||||||||||
| Stockholders’ equity (deficit) | 453,988 | 473,084 | 232,056 | (165,577 | ) | (139,492 | ) | |||||||||||||
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following discussion of our financial condition and results of operations should be read in conjunction with our historical consolidated financial statements and notes to those statements and pro forma results of operations appearing in this report. The discussion and analysis below includes certain forward-looking statements that are subject to risks, uncertainties and other factors described in “Risk Factors” and elsewhere in this report that could cause our actual future growth, results of operations, performance and business prospects and opportunities to differ materially from those expressed in, or implied by, such forward-looking statements. See “Cautionary Note Regarding Forward-Looking Information” at the beginning of this report.
Overview
We are one of the largest publishers of locally based print and online media in the United States as measured by number of daily publications. Our business model is to be the preeminent provider of local content and advertising in the small and midsize markets we serve. Our portfolio of products, which includes 515 community publications and more than 250 related websites, and seven yellow page directories, serves over 233,000 business advertising accounts and reaches approximately 10.0 million people on a weekly basis.
Our core products include:
| • | 101 daily newspapers with total paid circulation of approximately 906,000; |
| • | 282 weekly newspapers (published up to three times per week) with total paid circulation of approximately 606,000 and total free circulation of approximately 905,000; |
| • | 132 “shoppers” (generally advertising-only publications) with total circulation of approximately 2.3 million; |
| • | over 250 locally focused websites, which extend our franchises onto the internet; and |
| • | seven yellow page directories, with a distribution of approximately 810,000, that covers a population of approximately 2.0 million people. |
In addition to our core products, we also opportunistically produce niche publications that address specific local market interests such as recreation, sports, healthcare and real estate. Over the last twelve months, we created approximately 160 niche publications.
We were incorporated in Delaware in 1997 for purposes of acquiring a portion of the daily and weekly newspapers owned by American Publishing Company. We accounted for the initial acquisition using the purchase method of accounting.
On May 9, 2005, FIF III Liberty Holdings LLC, an affiliate of Fortress Investment Group LLC, entered into an Agreement and Plan of Merger with the Company pursuant to which a wholly-owned subsidiary of FIF III Liberty Holdings LLC merged with and into the Company (the “Merger”). The Merger was effective
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on June 6, 2005, thus making FIF III Liberty Holdings LLC our principal and controlling stockholder. Prior to the effectiveness of the Merger, affiliates of Leonard Green & Partners, L.P. controlled the Company.
As of December 31, 2007, Fortress beneficially owned approximately 42.0% of our outstanding common stock.
Since 1998, we have acquired 391 daily and weekly newspapers and shoppers, including 17 dailies, 120 weeklies and 22 shoppers acquired in the acquisitions of CP Media and Enterprise NewsMedia, LLC (the “Massachusetts Acquisitions”), the Copley Press, Inc. newspapers and the Gannett Co., Inc. newspapers and launched numerous new products.
We generate revenues from advertising, circulation and commercial printing. Advertising revenue is recognized upon publication of the advertisements. Circulation revenue from subscribers, which is billed to customers at the beginning of the subscription period, is recognized on a straight-line basis over the term of the related subscription. The revenue for commercial printing is recognized upon delivery of the printed product to our customers. Directory revenue is recognized on a straight-line basis over the 12-month period in which the corresponding directory is distributed.
Our advertising revenue tends to follow a seasonal pattern, with higher advertising revenue in months containing significant events or holidays. Accordingly, our first quarter, followed by our third quarter, historically are our weakest quarters of the year in terms of revenue. Correspondingly, our second and fourth fiscal quarters, historically, are our strongest quarters. We expect that this seasonality will continue to affect our advertising revenue in future periods.
Our operating costs consist primarily of newsprint, labor and delivery costs. Our selling, general and administrative expenses consist primarily of labor costs.
According to the Newspaper Association of America, overall daily newspaper circulation, including national and urban newspapers, has declined at an average annual rate of 0.8% during the three-year period from 2002 to 2004. This has put downward pressure on advertising and circulation revenues in the industry. We have maintained relatively stable revenues due to our geographic diversity, well-balanced portfolio of products, strong local franchises and broad customer base and reliance on smaller markets. We believe our local advertising tends to be less sensitive to economic cycles than national advertising because local businesses generally have fewer advertising channels through which to reach their target audience.
Operating cost categories of newsprint, labor and delivery costs have experienced increased upward price pressure in the industry over the three-year period from 2003 to 2006. Newsprint prices then declined in late 2006 and in 2007. However, we expect newsprint costs to continue to increase per metric ton in 2008. We have previously experienced these upward pressures and have taken steps to mitigate some of these increases with consumption declines. In addition, we are a member of a newsprint-buying consortium which enables our local publishers to obtain favorable pricing versus the general market. Additionally, we have taken steps to cluster our operations, thereby increasing the usage of facilities and equipment while increasing the productivity of our labor force. We expect to continue to employ these steps as part of our business and clustering strategy.
Predecessor and Successor
In accordance with GAAP, we have separated our historical financial results for the period prior to the consummation of the Merger or the Predecessor Period, and the period subsequent to the consummation of the Merger, or the Successor Period. The separate presentation is required under GAAP in situations when there is a change in accounting basis, which occurred when purchase accounting was applied in connection with the Merger. Purchase accounting requires that the historical carrying value of assets acquired and liabilities assumed be adjusted to fair value, which may yield results that are not comparable on a period-to-period basis due to the different, and sometimes higher, cost basis associated with the allocation of the purchase price. In addition, at the time of the Merger, we experienced changes in our business relationships as a result of our entry into new employment agreements with members of our management and the financing transactions and transactions with our stockholders.
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Pro Forma
We believe that the separate presentation of historical financial results for the Predecessor and Successor periods may impede the ability of users of our financial information to understand our operating and cash flow performance. Consequently, in order to enhance an analysis of our operating results, we have presented our operating results on a pro forma basis for the years ended December 31, 2007, 2006 and 2005. This pro forma presentation for the year ended December 31, 2007 assumes that the Copley Acquisition, the Gannett Acquisition and the 2007 Financings occurred at the beginning of 2006. This pro forma presentation for the year ended December 31, 2006 assumes that the Massachusetts Acquisitions, the Copley Acquisition, the Gannett Acquisition and the 2007 Financings occurred at the beginning of 2006. This pro forma presentation for the year ended December 31, 2005 assumes that the Merger, the Massachusetts Acquisitions and the 2006 Financings occurred at the beginning of 2005. These pro forma presentations are not necessarily indicative of what our operating results would have actually been had the Merger, the Massachusetts Acquisitions, the Copley Acquisition, the Gannett Acquisition and the 2007 and 2006 Financings occurred at the beginning of each pro forma period.
Critical Accounting Policy Disclosure
The preparation of financial statements in conformity with GAAP requires management to make estimates and judgments that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of revenue and expenses during the reporting period. We base our estimates and judgments on historical experience and other assumptions that we find reasonable under the circumstances. Actual results may differ from such estimates under different conditions. The following accounting policies require significant estimates and judgments.
Goodwill and Long-Lived Assets
We assess the potential impairment of goodwill and intangible assets with indefinite lives on an annual basis in accordance with the provisions of Statement of Financial Accounting Standards (“SFAS”) No. 142, Goodwill and Other Intangible Assets (“SFAS No. 142”). We perform our impairment analysis on each of our reporting units, represented by our nine geographic regions. The geographic regions have discrete financial information and are regularly reviewed by management. The fair value of the applicable reporting unit is compared to its carrying value. Calculating the fair value of a reporting unit requires us to make significant estimates and assumptions. We estimate fair value by applying third-party market value indicators to projected cash flows and/or projected earnings before interest, taxes, depreciation, and amortization. In applying this methodology, we rely on a number of factors, including current operating results and cash flows, expected future operating results and cash flows, future business plans, and market data. If the carrying value of the reporting unit exceeds the estimate of fair value, we calculate the impairment as the excess of the carrying value of goodwill over its implied fair value.
We account for long-lived assets in accordance with the provisions of SFAS No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets. (“SFAS No. 144”). We assess the recoverability of our long-lived assets, including property, plant and equipment and definite lived intangible assets, whenever events or changes in business circumstances indicate the carrying amount of the assets, or related group of assets, may not be fully recoverable. Factors leading to impairment include significant under-performance relative to historical or projected results, significant changes in the manner of use of the acquired assets or the strategy for our overall business and significant negative industry or economic trends. The assessment of recoverability is based on management’s estimates. If undiscounted projected future operating cash flows do not exceed the net book value of the long-lived assets, then a permanent impairment has occurred. We would record the difference between the net book value of the long-lived asset and the fair value of such asset as a charge against income in our consolidated statements of operations if such a difference arose.
The fair values of our reporting units for goodwill impairment testing and individual newspaper mastheads are estimated using the expected present value of future cash flows, recent industry transaction multiples and using estimates, judgments and assumptions that management believes are appropriate in the circumstances.
The sum of the fair values of the reporting units are reconciled to our current market capitalization (based upon the stock market price) plus an estimated control premium.
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Significant judgment is required in determining the fair value of our goodwill and long-lived assets to measure impairment, including the determination of multiples of revenue and Adjusted EBITDA and future earnings projections.
We determined that we should perform impairment testing of goodwill and indefinite lived intangible assets during the fourth quarter, due to our stock price as of the end of the fourth quarter.
Valuation of Privately-Held Company Equity Securities Issued as Compensation
We record share-based compensation, which consists of the amounts by which the estimated fair value of the instrument underlying the grant exceeds the grant or exercise price, at the date of grant or other measurement date, if applicable, and recognize the expense over the related service period. In determining the fair value of our common stock at the dates of grant prior to our IPO on October 25, 2006, our stock was not traded and, therefore, we were unable to rely on a public trading market for our stock prior to October 25, 2006.
In June 2005, we issued an aggregate of 442,500 restricted shares of our common stock (each such grant, an “RSG”) to our executive officers. We determined that each share of our common stock had a fair value of $10 per share based on the proximity in time to the Merger. The Merger was on arms’ length terms and we believe established the fair value of our equity on June 6, 2005 at $10 per share.
During the year ended December 31, 2006, we issued 25,000 shares of our common stock to a management investor at a price of $10 per share, representing a discount of $5.01 from the then estimated fair value of $15.01 per share. We also issued 300,000, 20,000 and 30,000 shares of our common stock in connection with RSGs in January 2006, March 2006 and May 2006, respectively, in each case having an estimated fair value of $15.01 per share. During the year ended December 31, 2006, 3,000 shares of our common stock, having a fair value of $15.01 per share, issued in a June 2005 RSG vested in accordance with a severance agreement.
We estimated that the fair value of our common stock was $15.01 per share based on a valuation using a discounted cash flow approach as of July 2006.
In preparing a discounted cash flow analysis, we made certain significant assumptions including:
| • | the rate of our revenue growth, which is a function of, among other things, anticipated increases in advertising rates (consumer price index (CPI) based), impacts of our online strategy and the introduction of niche products; |
| • | the rate of our Adjusted EBITDA growth, which is a function of, among other things, anticipated revenues, cost reductions and synergies from the integration of CNC and Enterprise and ongoing cost savings resulting from our clustering strategy; |
| • | estimated capital expenditures; |
| • | the discount rate of 7.8%, based on our capital structure as of July 2006, the cost of equity, based on a risk free rate of 5.0% and a market risk premium of 7.0%, and our cost of debt; and |
| • | a terminal multiple of between 9 and 10 times unlevered cash flow, based upon our anticipated growth prospects and private and public market valuations of comparable companies. We define unlevered cash flow as Adjusted EBITDA less interest expense, cash taxes and capital expenditures. |
We also considered the levered cash flow and adjusted EBITDA based trading multiples of comparable companies, including Dow Jones & Company, Inc., Gannett Co., Inc., Journal Register Company, Lee Enterprises, Incorporated, The McClatchy Company, The New York Times Company, The E.W. Scripps Company, Media General, Inc., Journal Communications, Inc. and Tribune Company, and sales transactions for comparable companies in our industry that had been completed over the prior two years, including Community Newspaper Holding Inc.’s acquisition of Eagle Tribune Publishing Company, Lee Enterprises’s acquisition of Pulitzer Inc., and Journal Register Company’s acquisition of 21st Century Newspapers, Inc. While we believe that none of these companies are directly comparable to us given the local nature of our business, we believe they are sufficiently comparable for purposes of comparing their levered cash flow and Adjusted EBITDA based trading multiples against the multiple of our levered cash flow and Adjusted
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EBITDA forecasted for 2006. Finally, the multiple of Adjusted EBITDA is in line with the multiple we paid in the Massachusetts Acquisitions. Additionally, we considered the results of operations, market conditions, competitive position and the stock performance of these companies, as well as our financial forecasts, as updated, to develop our valuation. We determined the trading multiples of comparable companies and other factors supported the valuation based on the discounted cash flow analysis prepared by management, which was also determined by management to be the best available tool for purposes of valuing our share-based compensation.
We believe we met our internal financial performance objectives as reflected in our valuation. The valuation was undertaken prior to the selection of underwriters for our IPO. The IPO price of $18.00 per share was at a premium to the $15.01 valuation we ascribed to shares of our common stock for purposes of determining compensation expense. Reasons for the premium included: (1) expectations of increased operating efficiency and cost savings in 2007 relative to when we originally valued the stock, (2) our valuation at a premium multiple to our public comparables given the nature of the local and small market focus of our business versus our more urban oriented peers and (3) cash flow growth prospects relative to the peer group.
We did not obtain contemporaneous valuations by unrelated valuation specialists at the time common stock was issued to employees in 2006 because: (1) our efforts were focused on, among other things, potential acquisitions, including the Massachusetts Acquisitions, and the 2006 Financing and (2) we did not consider it to be economic to incur costs for such valuations given the number of shares issued.
Derivative Instruments
We record all of our derivative instruments on our balance sheet at fair value pursuant to SFAS No. 133, Accounting for Derivative Instruments and Hedging Activities (“SFAS No. 133”), as amended. Fair value is based on counterparty quotations. To the extent a derivative qualifies as a cash flow hedge under SFAS No. 133, unrealized changes in the fair value of the derivative are recognized in accumulated other comprehensive income. However, any ineffective portion of a derivative’s change in fair value is recognized immediately in earnings. Fair values of derivatives are subject to significant variability based on market conditions, such as future levels of interest rates. This variability could result in a significant increase or decrease in our accumulated other comprehensive income and/or earnings but will generally have no effect on cash flows, provided the derivative is carried through to full term.
Income Taxes
We account for income taxes under the provisions of SFAS No. 109, Accounting for Income Taxes (“SFAS No. 109”). Under this method, deferred tax assets and liabilities are determined based on the difference between the financial statement and tax bases of assets and liabilities using tax rates in effect for the year in which the differences are expected to affect taxable income. The assessment of the realizability of deferred tax assets involves a high degree of judgment and complexity. Valuation allowances are established when necessary to reduce deferred tax assets to the amounts that are expected to be realized. When we determine that it is more likely than not that we will be able to realize our deferred tax assets in the future in excess of our net recorded amount, an adjustment to the deferred tax asset would be made and reflected either in income or as an adjustment to goodwill. This determination will be made by considering various factors, including our expected future results, that in our judgment will make it more likely than not that these deferred tax assets will be realized.
In July 2006, the Financial Accounting Standards Board (“FASB”) issued Interpretation No. 48, Accounting for Uncertainty in Income Taxes, (“FIN 48”) which is an interpretation of SFAS No. 109. FIN 48 prescribes a comprehensive model for how a company should recognize, measure, present and disclose in its financial statements uncertain tax positions that a company has taken or expects to take on a tax return. Under FIN 48, the financial statements will reflect expected future tax consequences of such positions presuming the taxing authorities’ full knowledge of the position and all relevant facts, but without considering time values. FIN 48 substantially changes the applicable accounting model and is likely to cause greater volatility in income statements as more items are recognized discretely within income tax expense. FIN 48 also revises disclosure requirements and introduces a prescriptive, annual, tabular roll-forward of the unrecognized tax benefits.
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The new accounting model for uncertain tax positions is effective for annual periods beginning after December 15, 2006. Companies need to assess all material open positions in all tax jurisdictions as of the adoption date and determine the appropriate amount of tax benefits that are recognizable under FIN 48. Any difference between the amounts previously recognized and the benefit determined under the new guidance, including changes in accrued interest and penalties, has to be recorded on the date of adoption. For certain types of income tax uncertainties, existing generally accepted accounting principles provide specific guidance on the accounting for modifications of the recognized benefit. Any differences in recognized tax benefits on the date of adoption that are not subject to specific guidance would be an adjustment to retained earnings as of the beginning of the adoption period. The FASB has issued a FASB Staff Position (“FSP”) related to FIN 48. The proposed FSP, Definition of Settlement in FASB Interpretation No. 48, would amend FIN 48 to address concerns regarding the meaning of “ultimately settled” in paragraph 10b. The implementation of FIN 48 did not have a material impact on our consolidated financial statements.
We record tax assets and liabilities at the date of a purchase business combination, based on our best estimate of the ultimate tax basis that will be accepted by the tax authority, and liabilities for prior tax returns of the acquired entity should be based on our best estimate of the ultimate settlement in accordance with Emerging Issues Task Force (“EITF”) Issue No. 93-7, Uncertainties Related to Income Taxes in a Purchase Business Combination. At the date of a change in our best estimate of the ultimate tax basis of acquired assets, liabilities, and carryforwards, and at the date that the tax basis is settled with the tax authority, tax assets and liabilities will be adjusted to reflect the revised tax basis and the amount of any settlement with the tax authority for prior-year income taxes. Similarly, at the date of a change in our best estimate of items relating to the acquired entity’s prior tax returns, and at the date that the items are settled with the tax authority, any liability previously recognized will be adjusted. The effect of those adjustments is applied to increase or decrease the remaining balance of goodwill attributable to that acquisition. If goodwill is reduced to zero, the remaining amount of those adjustments will applied initially to reduce to zero other noncurrent intangible assets related to that acquisition, and any remaining amount should be recognized in earnings.
We also adjust income tax accounts related to purchase business combinations during the purchase accounting allocation period, based on information on which we are waiting that becomes available within one year of the acquisition date. These adjustments can significantly affect our scheduling of deferred tax assets and liabilities and our determination of the need for a valuation allowance on deferred tax assets, and therefore on reported results.
Self-Insurance Liability Accruals
We maintain self-insured medical and workers’ compensation programs. We purchase stop loss coverage from third parties which limits our exposure to large claims. We record a liability for healthcare and workers’ compensation costs during the period in which they occur as well as an estimate of incurred but not reported claims.
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Results of Operations
The following table summarizes our pro forma results of operations for the years ended December 31, 2007, 2006 and 2005.
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| Year Ended December 31, 2007 |
Year Ended December 31, 2006 |
Year Ended December 31, 2005 |
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| (Pro Forma) | (Pro Forma) | (Pro Forma) | ||||||||||
| (In Thousands) | ||||||||||||
| Revenues: |
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| Advertising | $ | 485,987 | $ | 476,475 | $ | 294,579 | ||||||
| Circulation | 138,450 | 129,920 | 66,593 | |||||||||
| Commercial printing and other | 37,428 | 37,459 | 23,815 | |||||||||
| Total revenues | 661,865 | 643,854 | 384,987 | |||||||||
| Operating costs and expenses: |
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| Operating costs | 358,557 | 352,968 | 204,346 | |||||||||
| Selling, general and administrative | 175,448 | 157,768 | 99,020 | |||||||||
| Depreciation and amortization | 64,591 | 54,795 | 28,084 | |||||||||
| Transaction costs related to Merger and Massachusetts Acquisitions | — | 4,420 | 10,553 | |||||||||
| Integration and reorganization costs and management fees paid to prior owner | 7,490 | 4,486 | 1,770 | |||||||||
| Impairment of long-lived assets | 1,553 | 917 | — | |||||||||
| Gain (loss) on sale of assets | (1,495 | ) | (745 | ) | — | |||||||
| Goodwill and mastheads impairment | 225,993 | — | — | |||||||||
| Operating income (loss) | (173,262 | ) | 67,755 | 41,214 | ||||||||
| Interest expense – debt | 96,096 | 103,933 | 49,396 | |||||||||
| Amortization of deferred financing costs | 3,344 | 4,397 | 883 | |||||||||
| Loss on early extinguishment of debt | 2,240 | 3,449 | 5,525 | |||||||||
| Unrealized (gain) loss on derivative instrument | 2,378 | (1,150 | ) | (10,807 | ) | |||||||
| Write-off of deferred financing costs | — | — | 2,025 | |||||||||
| Other (income) expense | (5 | ) | 17 | (22 | ) | |||||||
| Loss from continuing operations before income taxes | (277,315 | ) | (42,891 | ) | (5,786 | ) | ||||||
| Income tax expense (benefit) | (36,583 | ) | (13,953 | ) | 8,313 | |||||||
| Loss from continuing operations | $ | (240,732 | ) | $ | (28,938 | ) | $ | (14,099 | ) | |||
Year Ended December 31, 2007 Compared to Year Ended December 31, 2006
Revenue. Total pro forma revenue for the year ended December 31, 2007 increased by $18.0 million or 2.8% to $661.9 million from the pro forma year ended December 31, 2006 revenue of $643.9 million. $9.5 million of the increase came from advertising revenue and $8.5 million of the increase came from circulation revenue. The increase in total revenues of $18.0 million was driven primarily by revenues from the acquisitions that did not meet the significance test for pro forma treatment (the “2007 acquisitions”) of $37.1 million. This 2007 acquisition related revenue increase was partially offset by the loss of a third party printing contract not assumed in the acquisition of The Copley Press, Inc. as well as the sale of a stand alone commercial printing business in October 2006. These two items caused revenues to decline by $6.2 million. Excluding the revenue increases of $37.1 million from the 2007 acquisitions and the other revenue declines of $6.2 million from the asset sales and printing contract not assumed, same store revenues were down $15.9 million or 2.5%. The same store revenue declines were primarily driven by decreases in classified advertising and by a weaker localized Massachusetts economy. Massachusetts revenues have been impacted by lower classified real estate, help wanted and automotive advertising and additionally by the intentional and careful elimination of seven publications to maximize cash flow in the region.
On February 28, 2007, we acquired SureWest Directories which publishes annual yellow page and white page directories. Purchase accounting rules do not allow us to record deferred revenue and the related costs for these directories until we publish the directories. This resulted in revenue and expenses being less than
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what the predecessor owner would have recognized for the year ended December 31, 2007. Excluding these purchase accounting adjustments, revenue for the year ended December 31, 2007 would have been $19.1 million, an increase of $0.7 million over $18.4 million for the same period in 2006. For the period of February 28, 2007 to December 31, 2007 revenue would have been $16.0 million, up $0.7 million or 4.4% over the same period in 2006.
Our Huntington, West Virginia newspapers, our Yankton, South Dakota newspapers and our Winter Haven, Florida newspapers (included in discontinued operations) had revenue of $8.7 million during the year ended December 31, 2007.
Operating Costs. Operating costs for the year ended December 31, 2007 increased by $5.6 million, or 1.6%, to $358.6 million from $353.0 million for the year ended December 31, 2006. The increase in operating costs was primarily due to operating costs of the acquisitions completed in 2007 of $20.5 million. These acquisition related expense increases were partially offset by decreased newsprint, and compensation expenses of $9.8 million and $5.5 million, respectively.
Selling, General and Administrative. Selling, general and administrative expenses for the year ended December 31, 2007 increased by $17.7 million, or 11.2%, to $175.4 million from $157.8 million for the year ended December 31, 2006. The increase in selling, general and administrative expenses was primarily due to selling, general and administrative expenses of the 2007 acquisitions of $10.2 million as well as an increase in non-cash compensation expense related to our RSGs of $3.0 million. Additionally, during the year ended December 31, 2007 we incurred an increase in audit, Sarbanes-Oxley and legal fees of $2.5 million. During the year ended December 31, 2007, we also incurred an increase in pension and postretirement expenses of $0.3 million.
Depreciation and Amortization. Depreciation and amortization expense for the year ended December 31, 2007 increased by $9.8 million to $64.6 million from $54.8 million for the year ended December 31, 2006. The increase was primarily due to depreciation and amortization of the 2007 acquisitions of $6.5 million. Additionally, during the year ended December 31, 2007, we incurred capital expenditures of $8.6 million.
Transaction Costs Related to Merger and Acquisitions. During the year ended December 31, 2006, we incurred approximately $4.4 million in transaction costs primarily related to bonuses at Enterprise NewsMedia, LLC paid by the prior owner.
Impairment of Long-Lived Assets. During the years ended December 31, 2007 and December 31, 2006 we incurred a charge of $1.6 million and $0.9 million related to the impairment of property, plant and equipment which were classified as held for sale at, or disposed of during the year ended December 31, 2007 and December 31, 2006, respectively.
Goodwill and Mastheads Impairment. During the year ended December 31, 2007, we recorded a $226.0 million impairment on our goodwill and mastheads due to our stock price as of the end of the fourth quarter and the related impact on the fair value of our reporting units.
Interest Expense. Total interest expense for the year ended December 31, 2007 decreased by $7.8 million, or 7.5%, to $96.1 million from $103.9 million for the year ended December 31, 2006. The decrease was primarily due to decreases in our total outstanding debt due to the application of equity proceeds.
Loss on Early Extinguishment of Debt. During the year ended December 31, 2007, we incurred a $2.2 million loss due to the write off of deferred financing costs associated with the extinguishment of our Bridge Facility.
During the year ended December 31, 2006, we incurred a $2.1 million loss due to the write-off of deferred financing costs associated with the extinguishment of our Term Loan B and second lien credit facility. Additionally, we incurred a $1.4 million loss related to the extinguishment of our debt at Enterprise NewsMedia, LLC.
Unrealized (Gain) Loss on Derivative Instrument. During the year ended December 31, 2007 we recorded a loss of $2.4 million due to ineffectiveness related to several of our interest rate swaps which were entered into, in an effort to eliminate a significant portion of our exposure to fluctuations in LIBOR.
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During the year ended December 31, 2006, we recorded a net unrealized gain of $1.2 million related to our $300 million notional amount interest rate swap, which we entered into in June 2005 in an effort to eliminate a significant portion of our exposure to fluctuations in LIBOR.
Income Tax Benefit. Income tax benefit for the year ended December 31, 2007 was $36.6 million compared to $14.0 million for the year ended December 31, 2006. The change of $22.6 million was primarily due to the recognition of an income tax valuation allowance during the year ended December 31, 2007, the impairment of nondeductible goodwill and an increase in book pretax loss during the year ended December 31, 2007.
Net Loss from Continuing Operations. Net loss from continuing operations for the year ended December 31, 2007 was $240.7 million. Net loss from continuing operations for the year ended December 31, 2006 was $28.9 million. Our net loss from continuing operations increased due to the factors noted above.
Year Ended December 31, 2006 Compared To Year Ended December 31, 2005
Revenue. Total revenue for the year ended December 31, 2006 increased by $258.9 million, or 67.2%, to $643.9 million from $385.0 million for the year ended December 31, 2005. The increase in total revenue was comprised of a $181.9 million, or 61.7%, increase in advertising revenue, a $63.3 million, or 95.1%, increase in circulation revenue and a $13.6 million, or 57.3%, increase in commercial printing and other revenue. The increase in advertising revenue was primarily due to advertising revenue from the Copley Acquisition and the Gannett Acquisition of $104.0 million and $74.0 million, respectively. The increase was also due to advertising revenue from the newspaper businesses acquired during the fourth quarter of 2005 and the first and second quarters of 2006 of $7.7 million. These amounts were partially offset by a decrease in advertising revenue from our same property publications of $3.3 million, as well as a decrease in advertising revenue due to one less week in the current period at certain publications acquired from CP Media, which utilized a non-calendar fiscal year, of $1.6 million. The increase in circulation revenue was primarily due to circulation revenue from the Copley Acquisition and the Gannett Acquisition of $44.2 million and $19.6 million, respectively. The increase was also due to circulation revenue from the newspaper businesses acquired during the fourth quarter of 2005 and the first and second quarters of 2006 of $1.2 million. These amounts were partially offset by a decrease in circulation revenue from our same property publications of $1.5 million, as well as a decrease of $0.2 million from the shortened period in 2006. The increase in commercial printing and other revenue was primarily due to revenue from the Copley Acquisition and the Gannett Acquisition of $10.6 million and $1.5 million, respectively. The increase was also due to revenue from the newspaper businesses acquired during the fourth quarter of 2005 and the first and second quarters of 2006 of $4.2 million. These amounts were partially offset by decreases in revenue from our same property publications of $1.4 million, as well as a decrease of $0.1 million due to the shortened period in 2006.
Operating Costs. Operating costs for the year ended December 31, 2006 increased by $148.6 million, or 72.7%, to $353.0 million from $204.3 million for the year ended December 31, 2005. The increase in operating costs is primarily due to operating costs associated with the Copley Acquisition and the Gannett Acquisition of $93.1 million and $49.6 million, respectively. The increase was also due to operating expenses of the newspaper businesses acquired during the fourth quarter of 2005 and the first and second quarters of 2006 of $7.2 million, as well as increased newsprint, delivery, postage and external printing expenses of $0.1 million, $0.2 million, $0.4 million and $0.3 million, respectively. Additionally, new internet initiative expenses of $0.9 million were incurred during the year ended December 31, 2006.
Selling, General and Administrative. Selling, general and administrative expenses for the year ended December 31, 2006 increased by $58.7 million, or 59.3%, to $157.8 million from $99.0 million for the year ended December 31, 2005. The increase in selling, general and administrative expenses was primarily due to increased selling, general and administrative expenses associated with the Copley Acquisition and the Gannett Acquisition of $37.4 million and $15.3 million, respectively. The increase was also due to selling, general and administrative expenses of the newspaper businesses acquired during the fourth quarter of 2005 and the first and second quarters of 2006 of $3.9 million, as well as an increase in non-cash compensation expense related to the issuance of our RSGs of $1.3 million. These amounts were partially offset by a decrease in payroll, insurance, rent and franchise tax expenses of $1.0 million, $0.4 million, $0.6 million and $0.3 million, respectively.
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Depreciation and Amortization. Depreciation and amortization expense for the year ended December 31, 2006 increased by $26.7 million to $54.8 million from $28.1 million for the year ended December 31, 2005. Depreciation and amortization increased due to depreciation and amortization of the Copley Acquisition and the Gannett Acquisition of $14.3 million and $10.4 million, respectively.
Transaction Costs Related to Merger and Acquisitions. We incurred approximately $4.4 million in transaction costs primarily related to bonuses at Enterprise NewsMedia, LLC paid by the prior owner during the year ended December 31, 2006. We incurred approximately $10.6 million in transaction costs related to the Merger during the year ended December 31, 2005.
Impairment of Long-Lived Assets. During the year ended December 31, 2006, we incurred a charge of $0.9 million related to the impairment of property, plant and equipment and certain intangible assets which are classified as held for sale at December 31, 2006, or disposed of during the year ended December 31, 2006.
Loss on the Sale of Assets. During the year ended December 31, 2006, we incurred a loss in the amount of $0.7 million on the disposal of real estate, equipment and certain intangibles. We expect non-cash gains and losses to continue as we sell fixed assets in an effort to increase operating efficiency consistent with our clustering strategy.
Interest Expense. Total interest expense for the year ended December 31, 2006 increased by $54.5 million to $103.9 million from $49.4 million for the year ended December 31, 2005. The increase was primarily due to increases in our outstanding debt balances.
Loss on Early Extinguishment of Debt and Write-off of Deferred Financing Costs. During the year ended December 31, 2006, we incurred a $2.1 million loss due to the write-off of deferred financing costs associated with the extinguishment of our Term Loan B and second lien credit facility. Additionally, we incurred a $1.4 million loss related to the extinguishment of our debt at Enterprise NewsMedia, LLC.
During the year ended December 31, 2005, we incurred a $5.5 million loss associated with paying off our third-party senior subordinated notes and a portion of our senior discount notes and senior preferred stock, as well as the termination of a credit facility. These costs included premiums due on early extinguishment and write-offs of deferred financing fees associated with these instruments. Additionally, a $2.0 million loss related to write-offs of deferred financing costs is associated with the issuance of a new term loan facility in January 2005 by Enterprise.
Unrealized Gain on Derivative Instrument. During the year ended December 31, 2006, we recorded a net unrealized gain of $1.2 million related to our $300 million notional amount interest rate swap, which we entered into in June 2005 in an effort to eliminate a significant portion of our exposure to fluctuations in LIBOR. For the period from January 1, 2006 through February 19, 2006, the hedge was deemed ineffective and, as a result, the increase in the fair value of $2.6 million was recognized in operations. On February 20, 2006, the swap was redesignated as a cash flow hedge for accounting purposes. During the year, a portion of the swap was deemed ineffective and a loss of $1.5 million was recognized in operations. The effective portion of the change in fair value from February 20, 2006 through December 31, 2006, was recognized in accumulated other comprehensive income.
Income Tax Expense (Benefit). Income tax benefit for the year ended December 31, 2006 was $14.0 million compared to income tax expense of $8.3 million for the year ended December 31, 2005. The change of $22.3 million was primarily due to the redemption of the preferred stock in connection with the Merger in 2005. The redemption of the preferred stock eliminated the interest expense related to that liability, which resulted in the removal of an existing permanent difference between book and taxable income in accordance with SFAS No. 109. This was offset by the increase in the valuation allowance necessary due to an additional tax net operating loss and change in net deferred tax assets. In addition, we experienced an increase in deferred income tax expense as of December 31, 2005 related to the non-deductible merger costs incurred in 2005.
Net Loss. Net loss for the year ended December 31, 2006 was $28.9 million. Net loss for the year ended December 31, 2005 was $14.1 million. Our net loss increased due to the factors noted above.
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Liquidity and Capital Resources
Our primary cash requirements are for working capital, borrowing obligations and capital expenditures. We have no material outstanding commitments for capital expenditures. We also intend to continue to pursue our strategy of opportunistically acquiring locally focused media businesses in contiguous and new markets. Our principal sources of funds have historically been, and will be, cash provided by operating activities and borrowings under our revolving credit facility, and term loan borrowings for significant acquisitions.
On February 27, 2007, we entered into the 2007 Credit Facility with a syndicate of financial institutions with Wachovia Bank, National Association as administrative agent. The 2007 Credit Facility provides for a $670.0 million term loan facility which matures in August, 2014, a delayed draw term loan of up to $250.0 million available until August 2007 which matures in August 2014 and a revolving credit agreement with a $40.0 million aggregate loan commitment available, including a $15.0 million sub-facility for letters of credit and a $10.0 million swingline facility, which matures in February 2014.
On April 11, 2007, we entered into the Bridge Agreement with a syndicate of financial institutions with Wachovia Investment Holdings LLC as administrative agent. The Bridge Agreement provided a $300.0 million term loan facility which matures on April 11, 2015.
On May 7, 2007, we amended our 2007 Credit Facility and increased our borrowing by $275.0 million. This incremental borrowing has an interest rate of LIBOR + 2.25% or the Alternate Base Rate + 1.25%, depending upon the designation of the borrowing.
The rate on the previously existing borrowings of $920.0 million was changed to bear interest at LIBOR + 2.00% or the Alternate Base Rate + 1.00% depending upon the designation of the borrowing. The terms of the previously outstanding borrowings were also modified to include a 1% premium if the debt is called within one year and an interest feature that grants the previously outstanding debt an interest rate of .25% below the highest rate of any borrowing under the 2007 Credit Facility.
As of March 7, 2008, the available amount of debt under our current agreements was $1.3 million.
As a holding company, we have no operations of our own and accordingly have no independent means of generating revenue, and our internal sources of funds to meet our cash needs, including payment of expenses, are dividends and other permitted payments from our subsidiaries. Our 2007 Credit Facility imposes upon us certain financial and operating covenants, including, among others, requirements that we satisfy certain financial tests, including a total leverage ratio, a minimum fixed charge ratio, and restrictions on our ability to incur debt, pay dividends or take certain other corporate actions. We are in compliance with these covenants. Management believes that we have adequate capital resources and liquidity to meet our working capital needs, borrowing obligations and all required capital expenditures for at least the next twelve months.
On October 25, 2006, we completed our IPO of 13,800,000 shares of common stock at a price of $18.0 per share, raising approximately $231.0 million, which is net of the underwriters’ discount of $17.4 million. We used a portion of the net proceeds to repay in full and terminate our $152.0 million second lien term loan credit facility. In addition, we used a portion of the net proceeds to pay down $12.0 million of the $570.0 million first lien term loan credit facility, reducing the balance and limit to $558.0 million, and to repay in full the outstanding balance of $21.3 million under our $40.0 million revolving credit facility. In connection with the termination of our $152.0 million second lien term loan credit facility and the $12.0 million reduction in borrowing capacity on the first lien term loan credit facility, we wrote off $1.4 million of deferred financing costs in the fourth quarter of 2006.
On November 3, 2006, the underwriters of our initial public offering exercised their option to purchase an additional 2,070,000 shares of common stock as allowed in the underwriting agreement. The net proceeds before offering expenses of these additional shares were $34.7 million, after deducting the underwriting discount. The total proceeds from the initial public offering of 13,800,000 shares and this additional allotment of 2,070,000 shares before offering expenses was $265.7 million, after deducting the underwriting discount.
On July 23, 2007, we completed our follow-on public offering of 18,700,000 shares of our common stock, including 1,700,000 shares sold pursuant to the exercise by the underwriters of their option, as allowed in the underwriting agreement at a public offering price of $18.45 per share. The total net proceeds from our
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follow-on public offering were approximately $331.6 million. We used a portion of the proceeds to repay and terminate our $300.0 million Bridge Facility.
Cash Flows
The following table summarizes our historical cash flows.
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| Year Ended December 31, 2007 |
Year Ended December 31, 2006 |
Period from June 6, 2005 to December 31, 2005 | Period from January 1, 2005 to June 5, 2005 | |||||||||||||
| (Successor) | (Successor) | (Successor) | (Predecessor) | |||||||||||||
| (In Thousands) | ||||||||||||||||
| Cash provided by (used in) operating activities | $ | 63,723 | $ | 25,217 | $ | (11,814 | ) | $ | (572 | ) | ||||||
| Cash used in investing activities | (1,051,158 | ) | (428,838 | ) | (40,581 | ) | (1,095 | ) | ||||||||
| Cash provided by (used in) financing activities | 909,229 | 490,860 | 54,109 | (260 | ) | |||||||||||
The discussion of our cash flows that follows is based on our historical cash flows for the Successor Period of the year ended December 31, 2007, the Successor Period of the year ended December 31, 2006, the Successor Period of June 6, 2005 to December 31, 2005, and the Predecessor Period of January 1, 2005 to June 5, 2005.
Cash Flows from Operating Activities. Net cash provided by operating activities for the year ended December 31, 2007 was $63.7 million. The net cash provided by operating activities resulted from a goodwill and mastheads impairment charge of $226.0 million, depreciation and amortization of $57.8 million, a loss of $2.2 million on the early extinguishment of debt, non-cash compensation of $4.7 million, an impairment of long-lived assets of $1.6 million, a net decrease of $30.2 million in working capital, a loss of $1.5 million on the sale of assets, an unrecognized loss of $0.8 million from pension and other postretirement benefit obligations, amortization of deferred financing costs of $2.1 million, an unrealized loss of $2.4 million on derivative instruments, partially offset by a loss from continuing operations of $233.0 million and a decrease of $32.7 million related to deferred income taxes. The decrease in working capital primarily resulted from an increase in accrued expenses, including interest and accounts payable, a decrease in accounts receivable and inventory that were partially offset by an increase in other assets from December 31, 2006 to December 31, 2007.
Net cash provided by operating activities for the year ended December 31, 2006 was $25.2 million. The net cash provided by operating activities resulted from depreciation and amortization of $24.1 million, a loss of $2.1 million on the early extinguishment of debt, non-cash compensation of $1.8 million, an impairment of long-lived assets of $0.9 million, a net decrease of $0.5 million in working capital, a loss of $0.7 million on the sale of assets, an unrecognized loss of $0.7 million from pension and other postretirement obligations, amortization of deferred financing costs of $0.5 million, partially offset by an increase of $3.4 million related to deferred income taxes, a net loss of $1.6 million, and an unrealized gain of $1.2 million on derivative instruments. The decrease in working capital primarily resulted from an increase in accounts payable and a decrease in prepaid expenses and other assets, partially offset by an increase in accounts receivable from December 31, 2005 to December 31, 2006.
Net cash used in operating activities for the period from June 6, 2005 to December 31, 2005 was $11.8 million. The net cash used in operating activities primarily resulted from accrued interest of $21.1 million on senior debentures related to the Merger, an unrealized gain of $10.8 million on a derivative instrument and a net decrease in working capital of $4.8 million, partially offset by net income of $9.6 million, depreciation and amortization of $8.0 million and a net decrease of $6.9 million in deferred tax assets. The decrease in accrued expenses, excluding accrued interest, from June 6, 2005 to December 31, 2005.
Net cash used in operating activities for the period from January 1, 2005 to June 5, 2005 was $0.6 million. The net cash used in operating activities primarily resulted from a net loss of $24.8 million, a net increase of $3.5 million in deferred tax assets and a net decrease of $2.9 million in working capital, partially offset by interest expense of $13.5 million from mandatorily redeemable preferred stock, depreciation and
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amortization of $5.8 million, a loss of $5.5 million on the early extinguishment of debt, issuance of $4.8 million of senior debentures in lieu of paying interest and $1.0 million of non-cash transaction costs related to the Merger. The decrease in working capital primarily resulted from a decrease in accrued interest from December 31, 2004 to June 5, 2005.
Cash Flows from Investing Activities. Net cash used in investing activities for the year ended December 31, 2007 was $1.05 billion. During the year ended December 31, 2007, we used $1.12 billion, net of cash acquired, for acquisitions and $8.6 million for capital expenditures, which uses were partially offset by proceeds of $79.7 million from the sale of publications and other assets.
Net cash used in investing activities for the year ended December 31, 2006 was $428.8 million. During the year ended December 31, 2006, we used $413.1 million, net of cash acquired, for the Acquisitions, $11.8 million, net of cash acquired, for other acquisitions and $8.4 million for capital expenditures, which uses were partially offset by proceeds of $4.5 million from the sale of publications and other assets.
Net cash used in investing activities for the period from June 6, 2005 to December 31, 2005 was $40.6 million. During the period from June 6, 2005 to December 31, 2005, we used $23.9 million, net of cash acquired, in the Merger, $15.1 million, net of cash acquired, in other acquisitions, and $5.0 million for capital expenditures, which uses were partially offset by proceeds of $3.4 million from the sale of publications and other assets.
Net cash used in investing activities for the period from January 1, 2005 to June 5, 2005 was $1.1 million. The cash we used in investing activities during the period from January 1, 2005 to June 5, 2005 primarily consisted of capital expenditures of $1.0 million.
Cash Flows from Financing Activities. Net cash provided by financing activities for the year ended December 31, 2007 was $909.2 million. The net cash provided by financing activities resulted from net borrowings of $1.53 billion under the 2007 Credit Facility, the issuance of common stock of $331.6 from the secondary offering, net of underwriters’ discount and offering costs, and $11.0 million under the revolving credit facility, partially offset by the repayment of $558.0 million of borrowings under the 2006 Credit Facility and $339.8 million under the 2007 Credit Facility, payment of dividends of $62.7 million, and payment of $7.5 million of debt issuance costs in connection with the 2007 Credit Facility.
Net cash provided by financing activities for the year ended December 31, 2006 was $490.9 million. The net cash provided by financing activities primarily resulted from net borrowings of $549.5 million under the 2006 Credit Facility and the issuance of common stock of $265.9 million, primarily from the IPO, net of underwriters’ discount, partially offset by the repayment of $304.4 million of borrowings under the 2005 Credit Facility and payment of $9.2 million of dividends, payment of $7.2 million of debt issuance costs in connection with the 2006 Credit Facility and payment of $3.7 million of offering costs.
Net cash provided by financing activities for the period from June 6, 2005 to December 31, 2005 was $54.1 million. The net cash provided by financing activities primarily resulted from capital contributions of $222.0 million in connection with the Merger and net borrowings under the 2005 Credit Facility of $36.4 million, partially offset by the extinguishment of $203.5 million of preferred stock and senior debentures in connection with the Merger and payment of debt issuance costs of $0.8 million in connection with the 2005 Credit Facility.
Net cash used in financing activities for the period from January 1, 2005 to June 5, 2005 was $0.3 million. The net cash used in financing activities resulted from the extinguishment of $214.4 million of senior subordinated notes, senior discount notes, and senior preferred stock and payment of $2.4 million of debt issuance costs in connection with the 2005 Credit Facility, partially offset by net borrowings under the 2005 Credit Facility of $216.4 million.
Changes in Financial Position
The discussion that follows highlights significant changes in our financial position and working capital from December 31, 2006 to December 31, 2007.
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Accounts Receivable. Accounts receivable increased $42.5 million from December 31, 2006 to December 31, 2007, of which $51.1 million was acquired from current year acquisitions. This increase was partially offset by a reduction in accounts receivable of $8.6 million primarily from the sale of assets and the timing of cash receipts.
Property, Plant, and Equipment. Property, plant, and equipment increased $111.8 million during the period from December 31, 2006 to December 31, 2007, of which $148.4 million was acquired from acquisition consummated in the current year and $8.6 million was used for capital expenditures. These increases in property, plant, and equipment were partially offset by assets sold and held for sale of $23.2 million, depreciation of $19.9 million, purchase accounting adjustments of $0.9 million from acquisitions consummated in June 2006, and an impairment of $1.6 million on long-lived assets.
Goodwill. Goodwill increased $221.4 million from December 31, 2006 to December 31, 2007, of which $457.6 million was acquired from acquisitions consummated during the current year and $3.6 million related to the resolution of certain tax uncertainties. These increases in goodwill were partially offset by an impairment charge of $201.5 million, assets sold and held for sale of $37.8 million and $0.5 million related to purchase accounting adjustments from acquisitions in June 2006.
Intangible Assets. Intangible assets increased $417.7 million from December 31, 2006 to December 31, 2007, of which $520.3 million was acquired from acquisitions consummated during the current year, partially offset by a masthead impairment charge of $24.5 million, assets sold and held for sale of $40.2 million and amortization of $37.9 million.
Long-term Assets Held for Sale. Long-term assets held for sale increased $20.9 million from December 31, 2006 to December 31, 2007, of which $99.4 million became held for sale during the current year, partially offset by proceeds of $78.5 million from assets sold during the current year. Included in long-term assets held for sale as of December 31, 2007 are buildings and equipment at our Massachusetts, Yankton, South Dakota and Winter Haven, Florida locations.
Accrued Expenses. Accrued expenses increased $22.5 million from December 31, 2006 to December 31, 2007, of which $23.5 million was acquired from acquisitions consummated during the current year. In addition, accrued expenses increased $8.9 million primarily from an increase of $4.0 million of accrued payroll, an increase of $3.4 million of accrued vacation, an increase of $1.4 million in accrued restructuring, and an increase of $1.5 million in income taxes payable. These increases were partially offset by other, less significant, changes in accrual balances.
Accrued Interest. Accrued interest increased $7.6 million from December 31, 2006 to December 31, 2007 primarily attributable to the $658.0 million increase in debt.
Deferred Revenue. Deferred revenue increased $15.3 million from December 31, 2006 to December 31, 2007, of which $16.5 million was acquired from acquisitions consummated during the current year, partially offset by a decrease of $0.9 million from current liabilities held for sale.
Dividend Payable. Dividend payable increased $13.7 million from December 31, 2006 to December 31, 2007 from the declaration of dividends of $76.4 million, partially offset by dividend payments of $62.7 million. The increase in the dividend payable from December 31, 2006 to December 31, 2007 was primarily attributable to a higher fourth quarter 2007 per share dividend as well as an increase in the number of shares outstanding due to the follow on offering in July, 2007.
Long-Term Debt. Long-term debt increased $648.0 million from December 31, 2006 to December 31, 2007 from borrowings of $1.53 billion primarily under the 2007 Credit Facility and $11.0 million under the revolving credit facility, partially offset by repayments of $897.8 million under the 2006 Credit Facility and the 2007 Credit Facility.
Deferred Income Taxes. Deferred income tax liabilities decreased $9.4 million from December 31, 2006 to December 31, 2007, of which $60.1 million related to intangible impairments, $17.9 million related to changes in derivative instrument values, and $33.3 million related to increased net operating losses and other
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less significant items. These decreases were partially offset by $22.7 million of deferred taxes acquired from acquisitions consummated during the current year, $14.9 million of tax amortization benefits, and a $64.3 million valuation allowance.
Additional Paid-in Capital. Additional paid-in capital increased $336.0 million from December 31, 2006 to December 31, 2007, which resulted from the issuance of common stock from the secondary offering of $331.4 million, net of underwriters’ discount and offering costs, and non-cash compensation of $4.6 million.
Accumulated Deficit. Accumulated deficit increased $307.8 million from December 31, 2006 to December 31, 2007 from declaration of dividends of $76.4 million and a net loss of $231.4 million.
Indebtedness
2007 Credit Facility
GateHouse Media Operating, Inc. (“Operating”), an indirect wholly owned subsidiary of ours, GateHouse Media Holdco, Inc. (“Holdco”), a direct wholly owned subsidiary of ours, and certain of their subsidiaries are parties to an Amended and Restated Credit Agreement, dated as of February 27, 2007 with a syndicate of financial institutions with Wachovia Bank, National Association as administrative agent. The 2007 Credit Facility amended and restated our 2006 Credit Facility.
The 2007 Credit Facility provides for a (i) $670.0 million term loan facility that matures on August 28, 2014, (ii) a delayed draw term loan facility of up to $250.0 million that matures on August 28, 2014, and (iii) a revolving loan facility with a $40.0 million aggregate loan commitment amount available, including a $15.0 million sub-facility for letters of credit and a $10.0 million swingline facility, that matures on February 28, 2014. The borrowers used the proceeds of the 2007 Credit Facility to finance the acquisition of SureWest, to refinance existing indebtedness and for working capital and other general corporate purposes, including, without limitation, financing acquisitions permitted under the 2007 Credit Facility. The 2007 Credit Facility is secured by a first priority security interest in (i) all present and future capital stock or other membership, equity, ownership or profits interest of Operating and all of its direct and indirect domestic restricted subsidiaries, (ii) 65% of the voting stock (and 100% of the nonvoting stock) of all present and future first-tier foreign subsidiaries and (iii) substantially all of the tangible and intangible assets of Holdco, Operating and their present and future direct and indirect domestic restricted subsidiaries. In addition, the loans and other obligations of the borrowers under the 2007 Credit Facility are guaranteed, subject to specified limitations, by Holdco, Operating and their present and future direct and indirect domestic restricted subsidiaries.
As of December 31, 2007, (i) $670.0 million was outstanding under the term loan facility, (ii) $250.0 million was outstanding under the delayed draw term loan facility and (iii) $11.0 million was outstanding under the revolving credit facility (without giving effect to $5.2 million of outstanding but undrawn letters of credit on such date). Borrowings under the 2007 Credit Facility bear interest, at the borrower’s option, equal to the LIBOR Rate for a LIBOR Rate Loan (as defined in the 2007 Credit Facility), or the Alternate Base Rate for an Alternate Base Rate Loan (as defined in the 2007 Credit Facility), plus an applicable margin. The applicable margin for LIBOR Rate term loans and Alternate Base Rate term loans as amended by the First Amendment is 2.00% and 1.00%, respectively. The applicable margin for revolving loans is adjusted quarterly based upon Holdco’s Total Leverage Ratio (as defined in the 2007 Credit Facility) (i.e., the ratio of Holdco’s Consolidated Indebtedness (as defined in the 2007 Credit Facility) on the last day of the preceding quarter to Consolidated EBITDA (as defined in the 2007 Credit Facility) for the four fiscal quarters ending on the date of determination). The applicable margin ranges from 1.50% to 2.00%, in the case of LIBOR Rate Loans and, 0.50% to 1.00%, in the case of Alternate Base Rate Loans. Under the revolving loan facility we also pay a quarterly commitment fee on the unused portion of the revolving loan facility ranging from 0.25% to 0.5% based on the same ratio of Consolidated Indebtedness to Consolidated EBITDA and a quarterly fee equal to the applicable margin for LIBOR Rate Loans on the aggregate amount of outstanding letters of credit. In addition, we are required to pay a ticking fee at the rate of 0.50% of the aggregate unfunded amount available to be borrowed under the delayed draw term facility.
No principal payments are due on the term loan facilities or the revolving credit facility until the applicable maturity date. The borrowers are required to prepay borrowings under the term loan facilities in an
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amount equal to 50.0% of Holdco’s Excess Cash Flow (as defined in the Credit Agreement) earned during the previous fiscal year, except that no prepayments are required if the Total Leverage Ratio is less than or equal to 6.0 to 1.0 at the end of such fiscal year. In addition, the borrowers are required to prepay borrowings under the term loan facilities with asset disposition proceeds in excess of specified amounts to the extent necessary to cause Holdco’s Total Leverage Ratio to be less than or equal to 6.25 to 1.00, and with cash insurance proceeds and condemnation or expropriation awards, in excess of specified amounts, subject, in each case, to reinvestment rights. The borrowers are required to prepay borrowings under the term loan facilities with the net proceeds of equity issuances by us in an amount equal to the lesser of (i) the amount by which 50.0% of the net cash proceeds exceeds the amount (if any) required to repay any credit facilities of ours or (ii) the amount of proceeds required to reduce Holdco’s Total Leverage Ratio to 6.0 to 1.0. The borrowers are also required to prepay borrowings under the term loan facilities with 100% of the proceeds of debt issuances (with specified exceptions) except that no prepayment is required if Holdco’s Total Leverage Ratio is less than 6.0 to 1.0. If the term loan facilities have been paid in full, mandatory prepayments are applied to the repayment of borrowings under the swingline facility and revolving credit facilities and the cash collateralization of letters of credit.
The 2007 Credit Facility contains a financial covenant that requires Holdco to maintain a Total Leverage Ratio of less than or equal to 6.5 to 1.0 at any time an extension of credit is outstanding under the revolving credit facility. The 2007 Credit Facility contains affirmative and negative covenants applicable to Holdco, Operating and their restricted subsidiaries customarily found in loan agreements for similar transactions, including restrictions on their ability to incur indebtedness (which we are generally permitted to incur so long as we satisfy an incurrence test that requires us to maintain a pro forma Total Leverage ratio of less than 6.5 to 1.0), create liens on assets, engage in certain lines of business; engage in mergers or consolidations, dispose of assets, make investments or acquisitions; engage in transactions with affiliates, enter into sale leaseback transactions, enter into negative pledges or pay dividends or make other restricted payments (except that Holdco is permitted to (i) make restricted payments (including quarterly dividends) so long as, after giving effect to any such restricted payment, Holdco and its subsidiaries have a Fixed Charge Coverage Ratio equal to or greater than 1.0 to 1.0 and would be able to incur an additional $1.00 of debt under the incurrence test referred to above and (ii) make restricted payments of proceeds of asset dispositions to us to the extent such proceeds are not required to prepay loans under the 2007 Credit Facility and/or cash collateralize letter of credit obligations and such proceeds are used to prepay borrowings under acquisition credit facilities of ours). The 2007 Credit Facility also permits the borrowers, in certain limited circumstances, to designate subsidiaries as “unrestricted subsidiaries” which are not subject to the covenant restrictions in the 2007 Credit Facility. The 2007 Credit Facility contains customary events of default, including defaults based on a failure to pay principal, reimbursement obligations, interest, fees or other obligations, subject to specified grace periods; a material inaccuracy of representations and warranties; breach of covenants; failure to pay other indebtedness and cross-accelerations; a Change of Control (as defined in the 2007 Credit Facility); events of bankruptcy and insolvency; material judgments; failure to meet certain requirements with respect to ERISA; and impairment of collateral.
Subject to the satisfaction of certain conditions and the willingness of lenders to extend additional credit, the 2007 Credit Facility provides that the borrowers may increase the amounts available under the revolving facility and/or the term loan facilities.
First Amendment to 2007 Credit Facility.
On May 7, 2007, we entered into the First Amendment to amend the 2007 Credit Facility. The First Amendment provided an incremental term loan facility under the 2007 Credit Facility in the amount of $275.0 million the proceeds of which were used to finance a portion of the Gannett Acquisition. As amended by the First Amendment, the 2007 Credit Facility includes $1.195 billion of term loan facilities and a $40.0 million revolving credit facility. The incremental term loan facility amortizes at the same rate and matures on the same date as the existing term loan facilities under the 2007 Credit Facility. Interest on the incremental term loan facility accrues at a rate per annum equal to, at the option of the borrower, (a) adjusted LIBOR plus a margin equal to (i) 2.00%, if the corporate family ratings and corporate credit ratings of Operating by Moody’s Investor Service Inc. (“Moody’s”) and Standard & Poor’s Rating Services (“S&P”), are at least B1 and B+, respectively, in each case with stable outlook or (ii) 2.25%, otherwise, or (b) the greater of the prime
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rate set by Wachovia Bank, National Association, or the federal funds effective rate plus 0.50%, plus a margin 1.00% lower than that applicable to adjusted LIBOR-based loans. Any voluntary or mandatory repayment of the First Amendment term loans made with the proceeds of a new term loan entered into for the primary purpose of benefiting from a margin that is less than the margin applicable as a result of the First Amendment will be subject to a 1.00% prepayment premium. The First Amendment term loans are subject to a “most favored nation” interest provision that grants the First Amendment term loans an interest rate margin that is 0.25% less than the highest margin of any future term loan borrowings under the 2007 Credit Facility.
As previously noted, the First Amendment also modified the interest rates applicable to the term loans under the 2007 Credit Facility. Term loans thereunder accrue interest at a rate per annum equal to, at the option of the Borrower, (a) adjusted LIBOR plus a margin equal to 2.00% or (b) the greater of the prime rate set by Wachovia Bank, National Association, or the federal funds effective rate plus 0.50%, plus a margin equal to 1.00%. The terms of the previously outstanding borrowings were also modified to include a 1.00% prepayment premium corresponding to the prepayment premium applicable to the First Amendment term loans and a corresponding “most favored nation” interest provision.
Summary Disclosure About Contractual Obligations and Commercial Commitments
The following table reflects a summary of our contractual cash obligations, including estimated interest payments where applicable, as of December 31, 2007:
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| 2008 | 2009 | 2010 | 2011 | 2012 | Thereafter | Total | ||||||||||||||||||||||
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| 2007 Credit Facility and short-term note payable | $ | 94,441 | $ | 83,708 | $ | 83,708 | $ | 83,708 | $ | 83,708 | $ | 1,345,103 | $ | 1,774,376 | ||||||||||||||
| Noncompete payments | 541 | 501 | 409 | 391 | 381 | 71 | 2,294 | |||||||||||||||||||||
| Operating lease obligations | 5,340 | 4,782 | 4,181 | 2,159 | 1,916 | 5,227 | 23,605 | |||||||||||||||||||||
| Letters of credit | 5,188 | — | — | — | — | — | 5,188 | |||||||||||||||||||||
| Total | $ | 105,510 | $ | 88,991 | $ | 88,298 | $ | 86,258 | $ | 86,005 | $ | 1,350,401 | $ | 1,805,463 | ||||||||||||||
On February 27, 2007, we entered into the 2007 Credit Facility with a syndicate of financial institutions with Wachovia Bank, National Association as administrative agent. The 2007 Credit Facility provides for a $670.0 million term loan facility which matures in August 2014, a delayed draw term loan of up to $250.0 million available until August 2007 which matures in August, 2014 and a revolving credit agreement with a $40.0 million aggregate loan commitment available, including a $15.0 million sub-facility for letters of credit and a $10.0 million swingline facility, which matures in February 2014.
On May 7, 2007, we amended our 2007 Credit Facility and increased our borrowings by $275.0 million.
We do not have any off-balance sheet arrangements reasonably likely to have a current or future effect on our financial statements.
Recently Issued Accounting Pronouncements
In September 2006, the Financial Accounting Standards Board (“FASB”) issued SFAS No. 157, Fair Value Measurements (“SFAS No. 157”). SFAS No. 157 defines fair value, provides a market-based framework for measuring fair value, and expands disclosure requirements. SFAS No. 157 applies to other accounting pronouncements that require or permit fair value measurements. SFAS No. 157 does not require any new fair value measurements. SFAS No. 157 is initially effective for financial statements issued for fiscal years beginning after November 15, 2007, however the FASB provided a one year deferral for implementation of the standard for non-financial assets and liabilities. We do not expect the adoption of SFAS No. 157 to have a material effect on our consolidated financial statements in 2008.
In February 2007, the FASB issued SFAS No. 159, The Fair Value Option for Financial Assets and Financial Liabilities (“SFAS No. 159”). SFAS No. 159 permits companies to measure financial instruments and certain other items at fair value. The objective of this statement is to improve financial reporting by providing companies with the opportunity to mitigate volatility in reported earnings caused by measuring related assets and liabilities differently without having to apply complex hedge accounting provisions.
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SFAS No. 159 is expected to expand the use of fair value measurement for accounting for financial instruments. SFAS No. 159 is effective for financial statements issued as of the beginning of the first fiscal year that begins after November 15, 2007. We do not expect the adoption of SFAS No. 159 to have a material impact on our consolidated financial statements.
In May 2007, the FASB issued Staff Position No. 48-1, Definition of Settlement in FASB Interpretation No. 48, (“FIN 48-1”) which is an amendment to FASB Interpretation No. 48, Accounting for Uncertainty in Income Taxes. FIN 48-1 provides guidance on how an enterprise should determine whether a tax position is effectively settled for the purpose of recognizing previously unrecognized tax benefits. FIN 48-1 became effective during the first quarter of 2007 and did not have a material impact on our consolidated financial statements.
In December 2007, the FASB issued SFAS No. 141 (revised 2007), “Business Combinations” (“SFAS No. 141(R)”), and SFAS No. 160, “Noncontrolling Interests in Consolidated Financial Statements — an amendment of ARB No. 51” (“SFAS No. 160”).
SFAS No. 141(R) significantly changes the accounting for business combinations. Under SFAS No. 141(R), an acquiring entity will be required to recognize all the assets acquired and liabilities assumed in a transaction at the acquisition-date at fair value with limited exceptions. FAS No. 141(R) further changes the accounting treatment for certain specific items, including:
| • | Acquisition costs will be generally expensed as incurred; |
| • | Acquired contingent liabilities will be recorded at fair value at the acquisition date and subsequently measured at either the higher of such amount or the amount determined under existing guidance for non-acquired contingencies; |
| • | Restructuring costs associated with a business combination will be generally expensed subsequent to the acquisition date; and |
| • | Changes in deferred tax asset valuation allowances and income tax uncertainties after the acquisition date generally will affect income tax expense. |
SFAS No. 141(R) includes a substantial number of new disclosure requirements. SFAS No. 141(R) applies prospectively to our business combinations for which the acquisition date is on or after January 1, 2009. We are currently evaluating the impact the adoption of SFAS No. 141(R) will have on our consoliated financial statements.
Non-GAAP Financial Measures
A non-GAAP financial measure is generally defined as one that purports to measure historical or future financial performance, financial position or cash flows, but excludes or includes amounts that would not be so adjusted in the most comparable GAAP measure. In this report, we define and use Adjusted EBITDA, a non-GAAP financial measure, as set forth below.
Adjusted EBITDA
We define Adjusted EBITDA as follows:
Income (loss) from continuing operations before:
| • | Net income tax expense (benefit); |
| • | interest/financing expense; |
| • | depreciation and amortization; and |
| • | other non-recurring items. |
Management’s Use of Adjusted EBITDA
Adjusted EBITDA is not a measurement of financial performance under GAAP and should not be considered in isolation or as an alternative 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.
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We believe this non-GAAP measure, as we have defined it, is helpful in identifying trends in our day-to-day performance because the items excluded have little or no significance on our day-to-day operations. This measure provides an assessment of controllable expenses and affords management the ability to make decisions which are expected to facilitate meeting current financial goals as well as achieve optimal financial performance. It provides an indicator for management to determine if adjustments to current spending decisions are needed.
Adjusted EBITDA provides us with a measure of financial performance, independent of items that are beyond the control of management in the short-term, such as depreciation and amortization, taxation and interest expense associated with our capital structure. This metric measures our financial performance based on operational factors that management can impact in the short-term, namely the cost structure or expenses of the organization. Adjusted EBITDA is one of the metrics used by senior management and the board of directors to review the financial performance of the business on a monthly basis.
Limitations of Adjusted EBITDA
Adjusted EBITDA has limitations as an analytical tool. It should not be viewed in isolation or as a substitute for GAAP measures of earnings or cash flows. Material limitations in making the adjustments to our earnings to calculate Adjusted EBITDA and using this non-GAAP financial measure as compared to GAAP net income (loss), include: the cash portion of interest/financing expense, income tax (benefit) provision and non-recurring charges related to gain (loss) on sale of facilities and extinguishment of debt activities generally represent charges (gains), which may significantly affect our financial results.
An investor or potential investor may find this item important in evaluating our performance, results of operations and financial position. We use non-GAAP financial measures to supplement our GAAP results in order to provide a more complete understanding of the factors and trends affecting our business.
Adjusted EBITDA is not an alternative to net income, income from operations or cash flows provided by or used in operations as calculated and presented in accordance with GAAP. You should not rely on Adjusted EBITDA as a substitute for any such GAAP financial measure. We strongly urge you to review the reconciliation of income (loss) from continuing operations to Adjusted EBITDA, along with our consolidated financial statements included elsewhere in this report. We also strongly urge you to not rely on any single financial measure to evaluate our business. In addition, because Adjusted EBITDA is not a measure of financial performance under GAAP and is susceptible to varying calculations, the Adjusted EBITDA measure, as presented in this report, may differ from and may not be comparable to similarly titled measures used by other companies.
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The table below shows the reconciliation of income (loss) from continuing operations to Adjusted EBITDA for the periods presented:
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| Year Ended December 31, 2007 |
Year Ended December 31, 2006 |
Period from June 6, 2005 to December 31, 2005 |
Period from January 1, 2005 to June 5, 2005 |
Year Ended December 31, |
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| 2004 | 2003 | |||||||||||||||||||||||
| (Successor) | (Successor) | (Successor) | (Predecessor) | (Predecessor) | (Predecessor) | |||||||||||||||||||
| Income (loss) from continuing operations | $ | (232,968 | ) | $ | (1,574 | ) | $ | 9,565 | $ | (24,831 | ) | $ | (30,711 | ) | $ | (14,650 | ) | |||||||
| Income tax expense (benefit) | (31,192 | ) | (3,273 | ) | 7,050 | (3,027 | ) | 1,228 | (4,691 | ) | ||||||||||||||
| Write-off of deferred offering costs | — | — | — | — | — | 1,935 | ||||||||||||||||||
| Write-off of deferred financing costs | — | — | — | — | — | 161 | ||||||||||||||||||
| Unrealized (gain) loss on derivative instrument(1) | 2,378 | (1,150 | ) | (10,807 | ) | — | — | — | ||||||||||||||||
| Loss on early extinguishment of debt(2) | 2,240 | 2,086 | — | 5,525 | — | — | ||||||||||||||||||
| Amortization of deferred financing costs | 2,101 | 544 | 67 | 643 | 1,826 | 1,810 | ||||||||||||||||||
| Interest expense – dividends on mandatorily redeemable preferred stock | — | — | — | 13,484 | 29,019 | 13,206 | ||||||||||||||||||
| Interest expense – debt | 76,726 | 35,994 | 11,760 | 13,232 | 32,917 | 32,433 | ||||||||||||||||||
| Impairment of long-lived assets | 1,553 | 917 | — | — | 1,500 | — | ||||||||||||||||||
| Transaction costs related to Merger and Massachusetts Acquisitions | — | — | 2,850 | 7,703 | — | — | ||||||||||||||||||
| Depreciation and amortization | 57,750 | 24,051 | 8,030 | 5,776 | 13,374 | 13,359 | ||||||||||||||||||
| Goodwill and mastheads impairment | 225,993 | — | — | — | — | — | ||||||||||||||||||
| Adjusted EBITDA from continuing operations | $ | 104,581 | (a) | $ | 57,595 | (b) | $ | 28,515 | (c) | $ | 18,505 | (d) | $ | 49,153 | (e) | $ | 43,563 | (f) | ||||||
| (a) | Adjusted EBITDA for the year ended December 31, 2007 included net expenses of $23,791 which are one-time in nature or non-cash compensation. Included in these net expenses of $23,791 is non-cash compensation and other expense of $14,007, non-cash portion of postretirement benefits expense of $799, integration and reorganization costs of $7,490 and a $1,495 loss on the sale of assets. |
Adjusted EBITDA also does not include $10,189 from SureWest Directories due to the impact of purchase accounting and $2,393 from our discontinued operations, including Huntington, West Virginia, Yankton, South Dakota and Winter Haven, Florida.
| (b) | Adjusted EBITDA for the year ended December 31, 2006 included net expenses of $11,109, which are one-time in nature or non-cash compensation. Included in these net expenses of $11,109 is non-cash compensation and other expense of $5,175, non-cash portion of postretirement benefit expense of $748, integration and reorganization costs of $4,486 and a $700 loss on the sale of assets. |
| (c) | Adjusted EBITDA for the period from June 6, 2005 to December 31, 2005 included net expenses of $1,643 which are one-time in nature or non-cash compensation. Included in these net expenses of $1,643 is non-cash compensation and other expense of $681 and integration and reorganization costs of $1,002, which are partially offset by a $40 gain on the sale of assets. |
| (d) | Adjusted EBITDA for the period from January 1, 2005 to June 5, 2005 included net expenses of $1,564, which are one-time in nature or non-cash compensation. Included in these net expenses of $1,564 is non-cash compensation and other expense of $796 and management fees paid to prior owners of $768. |
| (e) | Adjusted EBITDA for the year ended December 31, 2004 included net expenses of $1,076, which are one-time in nature or non-cash compensation. Included in these net expenses of $1,076 is management fees paid to prior owners of $1,480 and a loss of $30 on the sale of assets, partially offset by $434 of other income. |
| (f) | Adjusted EBITDA for the year ended December 31, 2003 included net expenses of $1,610, which are one-time in nature or non-cash compensation. Included in these net expenses of $1,610 is non-cash compensation expense and other expense of $26, management fees paid to prior owners of $1,480 and a loss of $104 on the sale of assets |
| (1) | Non-cash (gain) loss on derivative instruments is related to interest rate swap agreements which are financing related and are excluded from Adjusted EBITDA. |
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| (2) | Non-cash write-off of deferred financing costs are similar to interest expense and amorization of financing fees and are excluded from Adjusted EBITDA. |
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
We are exposed to market risk from changes in interest rates and commodity prices. Changes in these factors could cause fluctuations in earnings and cash flow. In the normal course of business, exposure to certain of these market risks is managed as described below.
Interest Rates
At December 31, 2007, after consideration of the forward starting interest rate swaps described below, none of the remaining principal amount of our term loans are subject to floating interest rates.
Our debt structure and interest rate risks are managed through the use of floating rate debt and interest rate swaps. Our primary exposure is to LIBOR. A 100 basis point change in LIBOR would change our income from continuing operations before income taxes on an annualized basis by approximately $0.1 million, based on pro forma floating rate debt of $11.0 million outstanding on the revolving credit facility at December 31, 2007, after consideration of the interest rate swaps of $1.195 billion described below.
On June 23, 2005, we executed an interest rate swap in the notional amount of $300.0 million with a forward starting date of July 1, 2005. The interest rate swap has a term of seven years. Under this swap, we pay an amount to the swap counterparty representing interest on a notional amount at a rate of 4.135% and receive an amount from the swap counterparty representing interest on the notional amount at a rate equal to the one month LIBOR.
On May 10, 2006, we executed an additional interest rate swap in the notional amount of $270.0 million with a forward starting date of July 3, 2006. The interest rate swap has a term of five years. Under this swap, we pay an amount to the swap counterparty representing interest on a notional amount at a rate of 5.359% and receive an amount from the swap counterparty representing interest on the notional amount at a rate equal to the one month LIBOR.
On February 27, 2007, we executed an additional interest rate swap in the notional amount of $100.0 million with a forward starting date of February 28, 2007. The interest rate swap has a term of seven years. Under this swap, we pay an amount to the swap counterparty representing interest on a notional amount at a rate of 5.14% and receive an amount from the swap counterparty representing, interest on the notional amount at a rate equal to the one month LIBOR.
On April 4, 2007, we executed an additional interest rate swap in the notional amount of $250.0 million with a forward starting date of April 13, 2007. The interest rate swap has a term of seven years. Under this swap, we pay an amount to the swap counterparty representing interest on a notional amount at a rate of 4.971% and receive an amount from the swap counterparty representing interest on the notional amount at a rate equal to one month LIBOR.
On April 13, 2007, we executed an additional interest rate swap in the notional amount of $200.0 million with a forward starting date of April 30, 2007. The interest rate swap has a term of seven years. Under this swap, we pay an amount to the swap counterparty representing interest on a notional amount at a rate of 5.079% and receive an amount from the swap counterparty representing interest on the notional amount at a rate equal to one month LIBOR.
On September 18, 2007, we executed an additional interest rate swap based on a notional amount of $75.0 million with a forward starting date of September 18, 2007. The interest rate swap has a term of seven years. Under the swap, we pay an amount to the swap counterparty representing interest on a notional amount at a rate of 4.941% and receive an amount from the swap counterparty representing interest on the notional amount at a rate equal to one month LIBOR.
Commodities
Certain materials we use are subject to commodity price changes. We manage this risk through instruments such as purchase orders, membership in a buying consortium and continuing programs to mitigate the
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impact of cost increases through identification of sourcing and operating efficiencies. Primary commodity price exposures are newsprint, energy costs and, to a lesser extent, ink.
A $10 per metric ton newsprint price change would result in a corresponding annualized change in our income from continuing operations before income taxes of $0.8 million based on pro forma as adjusted newsprint usage for the year ended December 31, 2007 of approximately 83,000 metric tons.
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Item 8. Financial Statements and Supplementary Data
GATEHOUSE MEDIA, INC.
INDEX TO FINANCIAL STATEMENTS
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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The Board of Directors and Stockholders of
GateHouse Media, Inc.
We have audited the accompanying consolidated balance sheet of GateHouse Media, Inc. and subsidiaries as of December 31, 2007, and the related consolidated statements of operations, stockholders' equity (deficit), and cash flows for the year then ended. In connection with our audit of the consolidated financial statements, we have also audited the financial statement schedule for the year ended December 31, 2007 listed in the Index at Item 15(a). These financial statements and schedule are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements and schedule based on our audit.
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of GateHouse Media, Inc. and subsidiaries at December 31, 2007, and the consolidated results of their operations and their cash flows for the year then ended, in conformity with U.S. generally accepted accounting principles. Also, in our opinion, the related financial statement schedule for the year ended December 31, 2007, when considered in relation to the basic financial statements taken as a whole, presents fairly in all material respects the information set forth therein.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), GateHouse Media, Inc.’s internal control over financial reporting as of December 31, 2007, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated March 17, 2008 expressed an unqualified opinion thereon.
/s/ Ernst & Young LLP
Buffalo, New York
March 17, 2008
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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The Board of Directors and Stockholders
GateHouse Media, Inc.:
We have audited the accompanying consolidated balance sheet of GateHouse Media, Inc. (formerly Liberty Group Publishing, Inc.) and subsidiaries (the Company) as of December 31, 2006, and the related consolidated statements of operations, stockholders’ equity (deficit), and cash flows for the year ended December 31, 2006 (Successor Period), the period from June 6, 2005 to December 31, 2005 (Successor Period), and the period from January 1, 2005 to June 5, 2005 (Predecessor Period). In connection with our audits of the consolidated financial statements, we have also audited the financial statement schedule as listed in the index at Item 15(a). These consolidated financial statements and financial statement schedule are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements and financial statement schedule based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of GateHouse Media, Inc. (formerly Liberty Group Publishing, Inc.) and subsidiaries as of December 31, 2006, and the results of their operations and their cash flows for the year ended December 31, 2006 (Successor Period), the period from June 6, 2005 to December 31, 2005 (Successor Period), the period from January 1, 2005 to June 5, 2005 (Predecessor Period), in conformity with U.S. generally accepted accounting principles. Also, in our opinion, the related financial statement schedule, when considered in relation to the basic consolidated financial statements taken as a whole, presents fairly, in all material respects, the information set forth therein.
As discussed in Note 1(r) to the consolidated financial statements, during 2006 the Company adopted Statement of Financial Accounting Standards No. 123 (revised 2004), Share-Based Payment.
As discussed in Note 1(j) to the consolidated financial statements, in 2005 the Company changed to June 30 the date on which the annual impairment assessment of goodwill and intangible assets with indefinite lives is made.
As discussed in Note 1(b) to the consolidated financial statements, effective June 6, 2005, FIF III Liberty Holdings LLC acquired all of the outstanding stock of GateHouse Media, Inc. in a business combination accounted for as a purchase. As a result of the acquisition, the consolidated financial information for the period after the acquisition is presented on a different cost basis than for the periods prior to the acquisition and therefore, is not comparable.
/s/ KPMG LLP
Chicago, Illinois
March 12, 2007
71
GATEHOUSE MEDIA, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(In thousands, except share data)
|
|
|
||||||
| December 31, 2007 | December 31, 2006 |
|||||||
| ASSETS |
||||||||
| Current assets: |
||||||||
| Cash and cash equivalents | $ | 12,096 | $ | 90,302 | ||||
| Accounts receivable, net of allowance for doubtful accounts of $3,874 and $2,332 at December 31, 2007 and 2006, respectively | 85,474 | 42,990 | ||||||
| Inventory | 9,046 | 4,664 | ||||||
| Prepaid expenses | 4,514 | 3,372 | ||||||
| Deferred income taxes | 3,890 | 2,896 | ||||||
| Other current assets | 4,208 | 380 | ||||||
| Assets held for sale | 1,540 | — | ||||||
| Total current assets | 120,768 | 144,604 | ||||||
| Property, plant, and equipment, net of accumulated depreciation of $30,597 and $11,224 at December 31, 2007 and 2006, respectively. | 210,209 | 98,371 | ||||||
| Goodwill | 701,852 | 480,430 | ||||||
| Intangible assets, net of accumulated amortization of $58,111 and $20,246 at December 31, 2007 and 2006, respectively. | 808,794 | 391,096 | ||||||
| Deferred financing costs, net | 8,416 | 5,297 | ||||||
| Derivative instruments | — | 7,972 | ||||||
| Other assets | 1,692 | 1,404 | ||||||
| Long-term assets held for sale | 23,264 | 2,323 | ||||||
| Total assets | $ | 1,874,995 | $ | 1,131,497 | ||||
| LIABILITIES AND STOCKHOLDERS’ EQUITY |
||||||||
| Current liabilities: |
||||||||
| Current portion of long-term liabilities | $ | 1,047 | $ | 487 | ||||
| Short-term note payable | 10,000 | — | ||||||
| Accounts payable | 13,190 | 5,655 | ||||||
| Accrued expenses | 40,672 | 18,167 | ||||||
| Accrued interest | 9,947 | 2,358 | ||||||
| Deferred revenue | 29,840 | 14,554 | ||||||
| Dividend payable | 23,126 | 9,394 | ||||||
| Liabilities held for sale | 623 | — | ||||||
| Total current liabilities | 128,445 | 50,615 | ||||||
| Long-term liabilities: |
||||||||
| Long-term debt | 1,206,000 | 558,000 | ||||||
| Long-term liabilities, less current portion | 4,455 | 1,324 | ||||||
| Deferred income taxes | 25,327 | 34,709 | ||||||
| Derivative instruments | 44,101 | — | ||||||
| Pension and other postretirement benefit obligations | 12,679 | 13,765 | ||||||
| Total liabilities | 1,421,007 | 658,413 | ||||||
| Stockholders’ equity: |
||||||||
| Preferred stock, $0.01 par value, 50,000,000 shares authorized at December 31, 2007; none issued and outstanding at December 31, 2007 and December 31, 2006 |
— | — | ||||||
| Common stock, $0.01 par value, 150,000,000 shares authorized at December 31, 2007; 57,947,073 and 39,147,263 shares issued, and 57,891,295 and 39,141,263 outstanding at December 31, 2007 and December 31, 2006, respectively |
568 | 381 | ||||||
| Additional paid-in capital | 822,025 | 486,011 | ||||||
| Accumulated other comprehensive loss | (49,962 | ) | (2,644 | ) | ||||
| Accumulated deficit | (318,407 | ) | (10,604 | ) | ||||
| Treasury stock, at cost, 55,778 and 6,000 shares at December 31, 2007 and December 31, 2006, respectively | (236 | ) | (60 | ) | ||||
| Total stockholders’ equity | 453,988 | 473,084 | ||||||
| Total liabilities and stockholders’ equity | $ | 1,874,995 | $ | 1,131,497 | ||||
See accompanying notes to consolidated financial statements.
72
GATEHOUSE MEDIA, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share data)
|
|
|
|
|
||||||||||||
| Year Ended December 31, 2007 |
Year Ended December 31, 2006 |
Period from June 6, 2005 to December 31, 2005 |
Period from January 1, 2005 to June 5, 2005 |
|||||||||||||
| (Successor) | (Successor) | (Successor) | (Predecessor) | |||||||||||||
| Revenues: |
||||||||||||||||
| Advertising | $ | 435,769 | $ | 238,721 | $ | 88,798 | $ | 63,172 | ||||||||
| Circulation | 119,649 | 52,656 | 19,298 | 14,184 | ||||||||||||
| Commercial printing and other | 33,510 | 23,553 | 11,415 | 8,134 | ||||||||||||
| Total revenues | 588,928 | 314,930 | 119,511 | 85,490 | ||||||||||||
| Operating costs and expenses: |
||||||||||||||||
| Operating costs | 316,148 | 160,877 | 61,001 | 40,007 | ||||||||||||
| Selling, general, and administrative | 159,198 | 91,272 | 29,033 | 26,210 | ||||||||||||
| Depreciation and amortization | 57,750 | 24,051 | 8,030 | 5,776 | ||||||||||||
| Transaction costs related to Merger and Massachusetts Acquisitions |
— | — | 2,850 | 7,703 | ||||||||||||
| Integration and reorganization costs and management fees paid to prior owner |
7,490 | 4,486 | 1,002 | 768 | ||||||||||||
| Impairment of long-lived assets | 1,553 | 917 | — | — | ||||||||||||
| Gain (loss) on sale of assets | (1,495 | ) | (700 | ) | 40 | — | ||||||||||
| Goodwill and mastheads impairment | 225,993 | — | — | — | ||||||||||||
| Operating income (loss) | (180,699 | ) | 32,627 | 17,635 | 5,026 | |||||||||||
| Interest expense – debt | 76,726 | 35,994 | 11,760 | 13,232 | ||||||||||||
| Interest expense – dividends on mandatorily redeemable preferred stock | — | — | — | 13,484 | ||||||||||||
| Amortization of deferred financing costs | 2,101 | 544 | 67 | 643 | ||||||||||||
| Loss on early extinguishment of debt | 2,240 | 2,086 | — | 5,525 | ||||||||||||
| Unrealized (gain) loss on derivative instrument | 2,378 | (1,150 | ) | (10,807 | ) | — | ||||||||||
| Other expense | 16 | — | — | — | ||||||||||||
| Income (loss) from continuing operations before income taxes | (264,160 | ) | (4,847 | ) | 16,615 | (27,858 | ) | |||||||||
| Income tax expense (benefit) | (31,192 | ) | (3,273 | ) | 7,050 | (3,027 | ) | |||||||||
| Income (loss) from continuing operations | (232,968 | ) | (1,574 | ) | 9,565 | (24,831 | ) | |||||||||
| Income from discontinued operations, net of income taxes | 1,544 | — | — | — | ||||||||||||
| Net income (loss) | $ | (231,424 | ) | $ | (1,574 | ) | $ | 9,565 | $ | (24,831 | ) | |||||
| Earnings (loss) per share: |
||||||||||||||||
| Basic and diluted: |
||||||||||||||||
| Income (loss) from continuing operations | $ | (5.02 | ) | $ | (0.06 | ) | $ | 0.43 | $ | (0.12 | ) | |||||
| Net income (loss) | $ | (4.99 | ) | $ | (0.06 | ) | $ | 0.43 | $ | (0.12 | ) | |||||
| Dividends declared per share | $ | 1.57 | $ | 0.64 | $ | — | $ | — | ||||||||
See accompanying notes to consolidated financial statements.
73
GATEHOUSE MEDIA, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIT)
(In thousands, except share data)
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||||||||||
| Common Stock | Additional Paid-In Capital |
Deferred Compensation |
Accumulated Other Comprehensive Loss |
Retained Earnings (Accumulated Deficit) |
Treasury Stock | Notes Receivable |
Total | |||||||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | |||||||||||||||||||||||||||||||||||||
| Balance at December 31, 2004 (Predecessor) | 218,517,700 | 2,185 | 14,281 | — | — | (180,909 | ) | 2,634,400 | (181 | ) | (953 | ) | (165,577 | ) | ||||||||||||||||||||||||||
| Repayment of notes receivable through forgiveness of debt | — | — | — | — | — | — | — | — | 953 | 953 | ||||||||||||||||||||||||||||||
| Net loss | — | — | — | — | — | (24,831 | ) | — | — | — | (24,831 | ) | ||||||||||||||||||||||||||||
| Balance at June 5, 2005 (Predecessor) |
218,517,700 | 2,185 | 14,281 | — | — | (205,740 | ) | 2,634,400 | (181 | ) | — | (189,455 | ) | |||||||||||||||||||||||||||
| Redemption of Predecessor’s outstanding common stock |
(218,517,700 | ) | (2,185 | ) | (14,281 | ) | — | — | — | — | — | — | (16,466 | ) | ||||||||||||||||||||||||||
| Cancellation of Predecessor’s stock held in treasury | — | — | — | — | — | — | (2,634,400 | ) | 181 | — | 181 | |||||||||||||||||||||||||||||
| Write-off of Predecessor’s accumulated deficit associated with the Merger |
— | — | — | — | — | 205,740 | — | — | — | 205,740 | ||||||||||||||||||||||||||||||
| Contributed capital associated with the Merger |
22,197,500 | 222 | 221,753 | — | — | — | — | — | — | 221,975 | ||||||||||||||||||||||||||||||
| Restricted share grants | 442,500 | — | 4,425 | (4,425 ) | — | — | — | — | — | — | ||||||||||||||||||||||||||||||
| Restricted share grants, compensation expense |
— | — | — | 516 | — | — | — | — | — | 516 | ||||||||||||||||||||||||||||||
| Net income | — | — | — | — | — | 9,565 | — | — | — | 9,565 | ||||||||||||||||||||||||||||||
| Balance at December 31, 2005 (Successor) | 22,640,000 | 222 | 226,178 | (3,909 | ) | — | 9,565 | — | — | — | 232,056 | |||||||||||||||||||||||||||||
| Comprehensive loss: |
||||||||||||||||||||||||||||||||||||||||
| Net loss | — | — | — | — | — | (1,574 | ) | — | — | — | (1,574 | ) | ||||||||||||||||||||||||||||
| Unrealized loss on derivative instrument, net of income taxes of $1,560 |
— | — | — | — | (2,351 | ) | — | — | — | — | (2,351 | ) | ||||||||||||||||||||||||||||
| Comprehensive loss | (3,925 | ) | ||||||||||||||||||||||||||||||||||||||
| Adjustment to initially apply FASB Statement 158, net of income taxes of $197 | — | — | — | — | (293 | ) | — | — | — | — | (293 | ) | ||||||||||||||||||||||||||||
| Reclassification of deferred compensation | — | — | (3,909 | ) | 3,909 | — | — | — | — | — | — | |||||||||||||||||||||||||||||
74
GATEHOUSE MEDIA, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIT) – (continued)
(In thousands, except share data)
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||||||||||
| Common Stock |
Additional Paid-In Capital |
Deferred Compensation |
Accumulated Other Comprehensive Loss |
Retained Earnings (Accumulated Deficit) |
Treasury Stock |
Notes Receivable |
Total | |||||||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | |||||||||||||||||||||||||||||||||||||
| Restricted share grants | 618,680 | — | 1,936 | — | — | — | — | — | — | 1,936 | ||||||||||||||||||||||||||||||
| Restricted share forfeitures | (6,417 | ) | — | (15 | ) | — | — | — | — | — | — | (15 | ) | |||||||||||||||||||||||||||
| Issuance of common stock | 25,000 | — | 375 | — | — | — | — | — | — | 375 | ||||||||||||||||||||||||||||||
| Issuance of common stock from initial public offering, net of issuance costs | 15,870,000 | 159 | 261,446 | — | — | — | — | — | — | 261,605 | ||||||||||||||||||||||||||||||
| Purchase of treasury stock | — | — | — | — | — | — | 6,000 | (60 | ) | — | (60 | ) | ||||||||||||||||||||||||||||
| Common stock cash dividends |
— | — | — | — | — | (18,595 | ) | — | — | — | (18,595 | ) | ||||||||||||||||||||||||||||
| Balance at December 31, 2006 (Successor) | 39,147,263 | $ | 381 | $ | 486,011 | $ | — | $ | (2,644 | ) | $ | (10,604 | ) | 6,000 | $ | (60 | ) | $ | — | $ | 473,084 | |||||||||||||||||||
| Comprehensive loss: |
||||||||||||||||||||||||||||||||||||||||
| Net loss | — | — | — | — | — | (231,424 | ) | — | — | — | (231,424 | ) | ||||||||||||||||||||||||||||
| Unrealized loss on derivative instrument, net of income taxes of $930 | — | — | — | — | (48,764 | ) | — | — | — | — | (48,764 | ) | ||||||||||||||||||||||||||||
| Net actuarial loss and prior service cost, net of income taxes of $930 | — | — | — | — | 1,446 | — | — | — | — | 1,446 | ||||||||||||||||||||||||||||||
| Comprehensive loss | (278,742 | ) | ||||||||||||||||||||||||||||||||||||||
| Restricted share grants | 198,846 | — | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||
| Non-cash compensation expense | — | — | 4,617 | — | — | — | — | — | — | 4,617 | ||||||||||||||||||||||||||||||
| Restricted share forfeitures | (99,036 | ) | — | — | — | — | — | 35,469 | — | — | — | |||||||||||||||||||||||||||||
| Restricted stock canceled for withholding tax | — | — | — | — | — | — | 14,309 | (176 | ) | — | (176 | ) | ||||||||||||||||||||||||||||
| Deferred offering costs from initial public offering | — | — | (38 | ) | — | — | — | — | — | — | (38 | ) | ||||||||||||||||||||||||||||
| Issuance of common stock from follow on public offering, net of issuance costs | 18,700,000 | 187 | 331,435 | — | — | — | — | — | — | 331,622 | ||||||||||||||||||||||||||||||
| Common stock cash dividends |
— | — | — | — | — | (76,379 | ) | — | — | — | (76,379 | ) | ||||||||||||||||||||||||||||
| Balance at December 31, 2007 (Successor) | 57,947,073 | $ | 568 | $ | 822,025 | $ | — | $ | (49,962 | ) | $ | (318,407 | ) | 55,778 | $ | (236 | ) | $ | — | $ | 453,988 | |||||||||||||||||||
75
GATEHOUSE MEDIA, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
|
|
|
|
|
||||||||||||
| Year Ended December 31, 2007 |
Year Ended December 31, 2006 |
Period from June 6, 2005 to December 31, 2005 |
Period from January 1, 2005 to June 5, 2005 |
|||||||||||||
| (Successor) | (Successor) | (Successor) | (Predecessor) | |||||||||||||
| Cash flows from operating activities: |
||||||||||||||||
| Net income (loss) | $ | (231,424 | ) | $ | (1,574 | ) | $ | 9,565 | $ | (24,831 | ) | |||||
| Income from discontinued operations, net of income taxes | 1,544 | — | — | — | ||||||||||||
| Net income (loss) from continuing operations | (232,968 | ) | (1,574 | ) | 9,565 | (24,831 | ) | |||||||||
| Adjustments to reconcile net loss to net cash provided by continuing operating activities: | ||||||||||||||||
| Depreciation and amortization | 57,750 | 24,051 | 8,030 | 5,776 | ||||||||||||
| Amortization of deferred financing costs | 2,101 | 544 | 67 | 643 | ||||||||||||
| Unrealized loss (gain) on derivative instrument | 2,378 | (1,150 | ) | (10,807 | ) | |||||||||||
| Issuance of Senior Debentures in lieu of paying cash interest on Senior Discount Debentures and Senior Debentures held by affiliates | — | — | — | 4,765 | ||||||||||||
| Change in Accrued interest on Senior Discount Debentures and Senior Debentures held by affiliates |
— | — | (21,129 | ) | (389 | ) | ||||||||||
| Non-cash compensation expense | 4,687 | 1,846 | 516 | — | ||||||||||||
| Deferred income taxes | (32,657 | ) | (3,448 | ) | 6,899 | (3,520 | ) | |||||||||
| Loss on sale of assets | 1,495 | 700 | (40 | ) | — | |||||||||||
| Loss on early extinguishment of debt | 2,240 | 2,086 | — | 5,525 | ||||||||||||
| Interest expense – dividends on mandatorily redeemable preferred stock | — | — | — | 13,484 | ||||||||||||
| Non-cash transaction costs related to Merger | — | — | — | 953 | ||||||||||||
| Pension and other postretirement benefit obligations | 800 | 748 | — | — | ||||||||||||
| Impairment of long-lived assets | 1,553 | 917 | — | — | ||||||||||||
| Goodwill and mastheads impairment | 225,993 | — | — | — | ||||||||||||
| Changes in assets and liabilities, net of acquisitions: |
||||||||||||||||
| Accounts receivable, net | 4,207 | (1,701 | ) | 760 | (656 | ) | ||||||||||
| Inventory | 1,712 | (23 | ) | (408 | ) | 74 | ||||||||||
| Prepaid expenses | 1,060 | 610 | 229 | (217 | ) | |||||||||||
| Other assets | (2,685 | ) | 161 | 117 | (9 | ) | ||||||||||
| Accounts payable | 5,081 | 1,614 | (58 | ) | 223 | |||||||||||
| Accrued expenses and other current liabilities | 13,801 | (829 | ) | (5,487 | ) | 4,763 | ||||||||||
| Accrued interest | 7,589 | 1,025 | 183 | (6,990 | ) | |||||||||||
| Deferred revenue | (219 | ) | (668 | ) | (113 | ) | (71 | ) | ||||||||
| Long-term liabilities | (195 | ) | 308 | (138 | ) | (95 | ) | |||||||||
| Net cash provided by (used in) operating activities | 63,723 | 25,217 | (11,814 | ) | (572 | ) | ||||||||||
| Cash flows from investing activities: |
||||||||||||||||
| Purchases of property, plant, and equipment | (8,592 | ) | (8,396 | ) | (4,967 | ) | (1,015 | ) | ||||||||
| Proceeds from sale of publications and other assets | 79,658 | 4,494 | 3,398 | — | ||||||||||||
| Acquisition of GateHouse Media, Inc., net of cash acquired | — | — | (23,930 | ) | — | |||||||||||
| Acquisition of CP Media, net of cash acquired | — | (231,735 | ) | — | — | |||||||||||
| Acquisition of Enterprise NewsMedia, LLC, net of cash acquired | (154 | ) | (181,393 | ) | — | — | ||||||||||
| Acquisition of The Copley Press, Inc. Newspapers, net of cash acquired | (385,756 | ) | — | — | — | |||||||||||
| Acquisition of Gannett Co., Inc. Newspapers, net of cash acquired | (418,576 | ) | — | — | — | |||||||||||
| Other acquisitions, net of cash acquired | (317,738 | ) | (11,808 | ) | (15,082 | ) | (80 | ) | ||||||||
| Net cash used in investing activities | (1,051,158 | ) | (428,838 | ) | (40,581 | ) | (1,095 | ) | ||||||||
76
GATEHOUSE MEDIA, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
|
|
|
|
|
||||||||||||||||
| Year Ended December 31, 2007 |
Year Ended December 31, 2006 |
Period from June 6, 2005 to December 31, 2005 |
Period from January 1, 2005 to June 5, 2005 |
|||||||||||||||||
| (Successor) | (Successor) | (Successor) | (Predecessor) | |||||||||||||||||
| Cash flows from financing activities: |
||||||||||||||||||||
| Extinguishment of senior subordinated notes, net of fees | — | — | — | (182,813 | ) | |||||||||||||||
| Extinguishment of senior discount notes, held by third parties | — | — | — | (20,184 | ) | |||||||||||||||
| Extinguishment of senior preferred stock, held by third parties | — | — | — | (11,361 | ) | |||||||||||||||
| Payment of debt issuance costs | (7,460 | ) | (7,166 | ) | (771 | ) | (2,350 | ) | ||||||||||||
| Borrowings under term loans | 1,534,757 | 570,000 | 27,926 | 276,500 | ||||||||||||||||
| Repayments of term loans | (897,757 | ) | (12,000 | ) | — | (60,052 | ) | |||||||||||||
| Net borrowings under revolving credit facility | 11,000 | (8,500 | ) | 8,500 | — | |||||||||||||||
| Extinguishment of Senior Debentures | — | — | (69,200 | ) | — | |||||||||||||||
| Contributed capital | — | — | 221,975 | — | ||||||||||||||||
| Extinguishment of senior preferred stock, related to Merger | — | — | (134,321 | ) | — | |||||||||||||||
| Extinguishment of credit facility, net of fees | — | (304,426 | ) | — | — | |||||||||||||||
| Payment of offering costs | (1,374 | ) | (3,701 | ) | — | — | ||||||||||||||
| Issuance of common stock, net of underwriter's discount | 332,939 | 265,914 | — | — | ||||||||||||||||
| Purchase of treasury stock | (176 | ) | (60 | ) | — | — | ||||||||||||||
| Payment of dividends | (62,700 | ) | (9,201 | ) | — | — | ||||||||||||||
| Net cash provided by (used in) financing activities | 909,229 | 490,860 | 54,109 | (260 | ) | |||||||||||||||
| Net increase (decrease) in cash and cash equivalents | (78,206 | ) | 87,239 | 1,714 | (1,927 | ) | ||||||||||||||
| Cash and cash equivalents at beginning of period | 90,302 | 3,063 | 1,349 | 3,276 | ||||||||||||||||
| Cash and cash equivalents at end of period | $ | 12,096 | $ | 90,302 | $ | 3,063 | $ | 1,349 | ||||||||||||
| Supplemental disclosures on cash flow information: |
||||||||||||||||||||
| Cash interest paid | $ | 74,910 | $ | 38,459 | $ | 31,720 | $ | 16,879 | ||||||||||||
| Cash income taxes paid | 131 | — | — | — | ||||||||||||||||
| Repayment of notes receivable through forgiveness of debt | — | — | — | 953 | ||||||||||||||||
| Issuance of Senior Debentures in lieu of paying cash interest on Senior Discount Debentures and Senior Debentures held by affiliates | — | — | — | 4,765 | ||||||||||||||||
| New Senior Debentures issued in exchange for Senior Debentures and Senior Discount Debentures held by affiliates | — | — | — | 87,503 | ||||||||||||||||
| Series B-1 Senior Preferred Stock issued in exchange for Series A Senior Preferred Stock | — | — | — | 114,277 | ||||||||||||||||
| Note payable issued related to the acquisition of Morris Publishing Group | 10,000 | — | — | — | ||||||||||||||||
77
GATEHOUSE MEDIA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except share data)
(1) Description of Business, Basis of Presentation and Summary of Significant Accounting Policies
(a) Description of Business
GateHouse Media, Inc. (“GateHouse”), formerly Liberty Group Publishing, Inc. (“LGP”), and subsidiaries is a leading U.S. publisher of local newspapers and related publications that are the dominant source of local news and print advertising in their markets. As of December 31, 2007, the Company (as defined below) owns and operates 515 publications located in 23 states. The majority of the Company’s paid daily newspapers have been published for more than 100 years and are typically the only paid daily newspapers of general circulation in their respective nonmetropolitan markets. The Company’s publications generally face limited competition as a result of operating in small and midsized markets that can typically support only one newspaper. The Company has strategically clustered its publications in geographically diverse, nonmetropolitan markets in the Midwest and Northeast United States, which limits its exposure to economic conditions in any single market or region.
Unlike large metropolitan newspapers, the Company derives a majority of its revenues from local advertising, rather than national advertising, which is generally more sensitive to economic conditions. The Company currently operates in a single reportable segment as its publications have similar economic characteristics, products, customers and distribution.
(b) Basis of Presentation
GateHouse was formed in 1997 for purposes of acquiring 166 daily and weekly newspapers. GateHouse is a holding company for its wholly owned subsidiary, GateHouse Media Operating, Inc. (“Operating Company”). The consolidated financial statements include the accounts of GateHouse and Operating Company and its consolidated subsidiaries (“the Company”). All significant intercompany accounts and transactions have been eliminated.
On May 9, 2005, an affiliate of Fortress Investment Group LLC, FIF III Liberty Holdings LLC (“Parent”), FIF III Liberty Acquisitions, LLC, a wholly owned subsidiary of Parent (“Merger Subsidiary”), and the Company entered into an agreement that provided for the merger of Merger Subsidiary with and into the Company, with the Company continuing as a wholly owned subsidiary of Parent (“the Merger”). The Merger was completed on June 6, 2005. The total value of the transaction was approximately $527,000.
The Merger resulted in a new basis of accounting under Statement of Financial Accounting Standards (“SFAS”) No. 141, Business Combinations (“SFAS No. 141”). This change creates many differences between reporting for the Company pre-Merger, as predecessor, and the Company post-Merger, as successor. The accompanying consolidated financial statements and the notes to consolidated financial statements reflect separate reporting periods for the predecessor and successor company.
The following transactions occurred in connection with the Merger:
| • | The Company’s issued and outstanding shares of common stock, par value $0.01, were converted into the right to receive $0.10 per share in cash (“Conversion Amount”), or $21,588 in the aggregate. |
| • | Each share of Series B-1 Senior Preferred stock issued and outstanding at the time of the Merger was converted, without interest, into $1,000 per share, or $115,821 in the aggregate, plus accumulated and unpaid dividends of $3,182, and was extinguished. |
| • | Each share of Series B Junior Preferred Stock issued and outstanding at the time of the Merger was converted, without interest, into $115.56 per share, or $15,317 in the aggregate, plus accumulated and unpaid dividends of $0, and was extinguished. |
| • | Parent and certain management investors contributed approximately $221,975 in cash to the Company, which in turn held all the outstanding shares of common stock of the Company after the completion of the Merger. |
78
GATEHOUSE MEDIA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except share data)
(1) Description of Business, Basis of Presentation and Summary of Significant Accounting Policies – (continued)
| • | The Company amended its 2005 credit facility to allow for a change in control and borrowed $33,500 on the revolving credit facility in connection with the Merger. The Company paid $771 in fees in connection with the amendment. |
| • | The Company incurred approximately $10,553 in transaction costs associated with the Merger. |
| • | Each outstanding option under the Company’s 1999 Stock Option Plan (“the Option Plan”) was cancelled for cash consideration per share equal to the difference between the conversion amount of $0.10 per share and the respective exercise price of the option, or $93 in the aggregate. Additionally, all outstanding shares of the Company’s common stock held in treasury at the time of the Merger were cancelled. |
(c) Initial Public Offering
On October 25, 2006, the Company completed its initial public offering (“IPO”) of 13,800,000 shares of common stock at $18.00 per share. The Company’s registered common stock is traded on the New York Stock Exchange under the symbol “GHS.”
On November 3, 2006, the underwriters of the Company’s IPO exercised their option to purchase an additional 2,070,000 shares of common stock pursuant to the terms of the underwriting agreement. The total net proceeds from the IPO of 13,800,000 shares and this additional allotment of 2,070,000 shares after deducting offering expenses and the underwriting discount was $261,605.
(d) Follow-on Public Offering
On July 23, 2007, the Company completed its follow-on public offering of 18,700,000 shares of its common stock, including 1,700,000 shares sold pursuant to the exercise by the underwriters of their option, pursuant to the terms of the underwriting agreement, at a public offering price of $18.45 per share. The total net proceeds from the follow-on public offering were approximately $331,622.
(e) Use of Estimates
The preparation of financial statements in conformity with U.S. generally accepted accounting principles (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
(f) Fiscal Year
The Company’s fiscal year end is December 31, 2007. CP Media, the newspapers acquired from the Copley Press, Inc. and Gannett Co., Inc., subsidiaries of the Company, have a fiscal year which ends on the Sunday closest to December 31. CP Media, the newspapers acquired from the Copley Press, Inc. and Gannett Co., Inc’s fiscal years ended on December 30, 2007.
(g) Accounts Receivable
Accounts receivable are stated at amounts due from customers, net of an allowance for doubtful accounts. The Company’s allowance for doubtful accounts is based upon several factors including the length of time the receivables are past due, historical payment trends and current economic factors. The Company generally does not require collateral.
(h) Inventory
Inventory consists principally of newsprint, which is valued at the lower of cost or net realizable value. Cost is determined using the first-in, first-out (“FIFO”) method.
79
GATEHOUSE MEDIA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except share data)
(1) Description of Business, Basis of Presentation and Summary of Significant Accounting Policies – (continued)
(i) Property, Plant, and Equipment
Property, plant, and equipment is recorded at cost. Routine maintenance and repairs are expensed as incurred.
Depreciation is calculated under the straight-line method over the estimated useful lives, principally 25 years for buildings and improvements, 3 to 10 years for machinery and equipment, and 3 to 10 years for furniture, fixtures, and computer software. Leasehold improvements are amortized under the straight-line method over the shorter of the lease term or estimated useful life of the asset.
(j) Goodwill and Intangible Assets
Intangible assets consist of advertiser, subscriber, customer relationships, mastheads, non-compete agreements with former owners of acquired newspapers, trade names and publication rights. The excess of acquisition costs over the estimated fair value of tangible and identifiable intangible net assets acquired is recorded as goodwill.
Advertiser and subscriber relationships were amortized over useful lives of 20 and 30 years, respectively during the period from January 1, 2005 to June 5, 2005. Customer relationships unrelated to newspapers were amortized over 10 years during the period from January 1, 2005 to June 5, 2005. Non-compete agreements were amortized over periods of up to 10 years depending on the specifics of the agreement.
The Company obtained a third party independent appraisal to determine the fair values of the subscriber and advertiser relationships acquired in connection with the Merger. The appraisal used an excess earning approach, a form of the income approach, which values assets based upon associated estimated discounted cash flows. A static pool approach using historical attrition rates was used to estimate attrition rates of 5.0% to 7.0% for advertiser relationships and 5.0% for subscriber relationships. Growth rates were estimated to be 3.0% and the discount rate was estimated to be 8.5%.
Estimated cash flows extend up to periods of 27 years, which considers that a majority of the publications have been in existence over 50 years with many having histories’ over 100 years. The majority of the Company’s paid daily newspapers have been published for more than 100 years and are typically the only paid daily newspapers of general circulation in their respective nonmetropolitan markets. The Company is amortizing the fair values of the subscriber and advertiser relationships over the periods at which 90% of the cumulative net cash flows are estimated to be realized. Therefore, the subscriber and advertiser relationships are being amortized over 19 years and 18 years, respectively, on a straight-line basis as no other discernable pattern of usage was more readily determinable, commencing June 6, 2005. Non-compete agreements are amortized over periods of up to 5 years depending on the specifics of the agreement.
For tax purposes, the amount of goodwill that is expected to be deductible is $622,913 as of December 31, 2007.
Goodwill and mastheads are not amortized pursuant to SFAS No. 142, Goodwill and Other Intangible Assets (“SFAS No. 142”). Mastheads are not amortized because it has been determined that the useful lives of such mastheads are indefinite.
In accordance with SFAS No. 142, goodwill and intangible assets with indefinite lives are tested for impairment annually or when events indicate that an impairment could exist which may include an economic downturn in a market, a change in the assesment of future operations or a decline in the Company’s stock price. As a result of the Merger, the Company changed the date on which the annual impairment assessment is made to June 30. As required by SFAS No. 142, the Company performs its impairment analysis on each of its reporting units, represented by its geographic regions. The geographic regions have discrete financial information and are regularly reviewed by management. The fair value of the applicable reporting unit is compared to
80
GATEHOUSE MEDIA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except share data)
(1) Description of Business, Basis of Presentation and Summary of Significant Accounting Policies – (continued)
its carrying value. Calculating the fair value of a reporting unit requires significant estimates and assumptions by the Company. The Company estimates fair value by applying third-party market value indicators to projected cash flows and/or projected earnings before interest, taxes, depreciation, and amortization. In applying this methodology, the Company relies on a number of factors, including current operating results and cash flows, expected future operating results and cash flows, future business plans, and market data. If the carrying value of the reporting unit exceeds the estimate of fair value, the Company calculates the impairment as the excess of the carrying value of goodwill over its implied fair value.
The Company determined that it should perform impairment testing of goodwill and indefinite lived intangible assets during the fourth quarter, due to the Company’s stock price as of the end of its fourth quarter.
The fair values of the Company’s reporting units for goodwill impairment testing and newspaper mastheads were estimated using the expected present value of future cash flows, recent industry transaction multiples and using estimates, judgments and assumptions that management believes were appropriate in the circumstances and that hypothetical marketplace participants would use.
The sum of the fair values of the reporting units was reconciled to the Company’s current market capitalization (based upon the stock market price) plus an estimated control premium. As a result of the fair values of the reporting units, the Company recorded an impairment charge related to goodwill of $201,479 and a newspaper masthead impairment charge of $24,514 in the fourth quarter of 2007. No goodwill or masthead impairment charges were recorded during the years ended December 31, 2006 or 2005.
The Company accounts for long-lived assets in accordance with the provisions of SFAS No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets (“SFAS No. 144”) . The Company assesses the recoverability of its long-lived assets, including property, plant, and equipment and definite lived intangible assets, whenever events or changes in business circumstances indicate the carrying amount of the assets, or related group of assets, may not be fully recoverable. Impairment indicators include significant under performance relative to historical or projected future operating losses, significant changes in the manner of use of the acquired assets or the strategy for the Company’s overall business, and significant negative industry or economic trends. The assessment of recoverability is based on management’s estimates. If the carrying value of the assets exceeds the undiscounted cash flows, the asset would be deemed to be impaired. Impairment would be measured as the difference between the fair value and its carrying value.
(k) Revenue Recognition
Circulation revenue from subscribers is billed to customers at the beginning of the subscription period and is recognized on a straight-line basis over the term of the related subscription. Circulation revenue from single copy sales is recognized at the time of sale. Advertising revenue is recognized upon publication of the advertisement. Revenue for commercial printing is recognized upon delivery. Directory revenue is recognized on a straight-line basis over the twelve-month period in which the corresponding directory is distributed.
(l) Income Taxes
Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.
The Company records tax assets and liabilities at the date of a purchase business combination, based on management’s best estimate of the ultimate tax basis that will be accepted by the tax authority, and liabilities
81
GATEHOUSE MEDIA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except share data)
(1) Description of Business, Basis of Presentation and Summary of Significant Accounting Policies – (continued)
for prior tax returns of the acquired entity should be based on the Company’s best estimate of the ultimate settlement in accordance with Emerging Issues Task Force (“EITF”) Issue No. 93-7, Uncertainties Related to Income Taxes in a Purchase Business Combination. At the date of a change in the Company’s best estimate of the ultimate tax basis of acquired assets, liabilities, and carryforwards, and at the date that the tax basis is settled with the tax authority, tax assets and liabilities should be adjusted to reflect the revised tax basis and the amount of any settlement with the tax authority for prior-year income taxes. Similarly, at the date of a change in the Company’s best estimate of items relating to the acquired entity’s prior tax returns, and at the date that the items are settled with the tax authority, any liability previously recognized should be adjusted. The effect of those adjustments should be applied to increase or decrease the remaining balance of goodwill attributable to that acquisition. If goodwill is reduced to zero, the remaining amount of those adjustments should be applied initially to reduce to zero other noncurrent intangible assets related to that acquisition, and any remaining amount should be recognized in earnings.
The realization of the remaining deferred tax assets is primarily dependent on the scheduled reversals of deferred taxes. Any changes in the scheduled reversals of deferred taxes may require an additional valuation allowance against the remaining deferred tax assets. Any increase or decrease in the valuation allowance could result in an increase or decrease in income tax expense in the period of adjustment.
The Company adopted the provisions of FASB Interpretation No. 48, Accounting for Uncertainty in Income Taxes, an interpretation of SFAS No. 109 (“FIN 48”), effective January 1, 2007. There was no impact as a result of the implementation of FIN 48. The Company does not anticipate significant increases or decreases in our uncertain tax positions within the next twelve months. The Company recognizes penalties and interest relating to uncertain tax positions in the provision for income taxes. The Company recognizes interest and penalties related to unrealized tax benefits in income tax expense.
(m) Fair Value of Financial Instruments
The Company has reviewed its cash equivalents, accounts receivable, accounts payable, and accrued expenses and has determined that their carrying values approximate fair value due to the short maturity of these instruments. The Company’s carrying value for its long-term debt and revolving credit facility approximates fair value due to the variable interest rates associated with these financial instruments.
The Company accounts for derivative instruments in accordance with SFAS No. 133, Accounting for Derivative Instruments and Hedging Activities (“SFAS No. 133”), as amended by SFAS No. 138, Accounting for Certain Derivative Instruments and Certain Hedging Activities — an amendment of FASB Statement No. 133 and SFAS No. 149, Amendment of Statement 133 on Derivative Instruments and Hedging Activities. These standards require an entity to recognize all derivatives as either assets or liabilities in the statement of financial position and measure those instruments at fair value. Additionally, the fair value adjustments will affect either stockholders’ equity or net earnings depending on whether the derivative instrument qualifies as an effective hedge for accounting purposes and, if so, the nature of the hedging activity.
(n) Cash Equivalents
Cash equivalents represent highly liquid certificates of deposit which have original maturities of three months or less.
(o) Deferred Financing Costs
Deferred financing costs consist of costs incurred in connection with debt financings. Such costs are amortized on a straight-line basis over the estimated remaining term of the related debt.
82
GATEHOUSE MEDIA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except share data)
(1) Description of Business, Basis of Presentation and Summary of Significant Accounting Policies – (continued)
(p) Advertising
Advertising costs are expensed in the period incurred. The Company incurred total advertising expenses of $4,444, $1,787, $382 and $585 during the years ended December 31, 2007 and 2006, the period from June 6, 2005 to December 31, 2005 and the period from January 1, 2005 to June 5, 2005, respectively.
(q) Earnings (loss) per share
Basic earnings (loss) per share is computed as net income (loss) available to common stockholders divided by the weighted average number of common shares outstanding for the period. Diluted earnings per share reflects the potential dilution that could occur from common shares issued through common stock equivalents.
(r) Stock-based Employee Compensation
Prior to January 1, 2006, the Company accounted for its stock options under the provisions of SFAS No. 123, Accounting for Stock-Based Compensation (“SFAS No. 123”) and Accounting Principles Board (“APB”) Opinion No. 25, Accounting for Stock Issued to Employees (“APB No. 25”). The Company elected to apply the provisions of APB No. 25 and provide the pro forma disclosures of SFAS No. 123 during the period from June 6, 2005 to December 31, 2005 and the period from January 1, 2005 to June 5, 2005.
Prior to the Merger, the Company had one stock-based employee compensation plan, which is more fully described in Note 17. On June 5, 2005, each outstanding option under the Option Plan was cancelled for cash consideration per share equal to the difference between the conversion amount of $0.10 per share and the respective exercise price of the option, or $93 in the aggregate and, accordingly, the Company recognized compensation expense during the period from January 1, 2005 to June 5, 2005. There were no options granted during 2006 or 2005. In June 2006, the Company cancelled the Option Plan.
The following table illustrates the effect on net income (loss) as if the Company had applied the fair value-based method to all outstanding and unvested awards for the periods presented:
|
|
|
||||||
| Period from June 6, 2005 to December 31, 2005 |
Period from January 1, 2005 to June 5, 2005 |
|||||||
| (Successor) | (Predecessor) | |||||||
| Net income (loss), as reported | $ | 9,565 | $ | (24,831 | ) | |||
| Add: |
||||||||
| Stock-based employee compensation expense included in reported net income (loss) | 516 | 93 | ||||||
| Deduct: |
||||||||
| Stock-based employee compensation determined under fair value-based method | (516 | ) | (93 | ) | ||||
| Pro forma net income (loss) | $ | 9,565 | $ | (24,831 | ) | |||
| Earnings (loss) per share: |
||||||||
| Basic – as reported | $ | 0.43 | $ | (0.12 | ) | |||
| Basic – pro forma | $ | 0.43 | $ | (0.12 | ) | |||
| Diluted – as reported | $ | 0.43 | $ | (0.12 | ) | |||
| Diluted – pro forma | $ | 0.43 | $ | (0.12 | ) | |||
Under the stock-based employee compensation plan, the exercise price of each option equals the fair value of the common stock on the date of grant. For purposes of calculating compensation expense consistent
83
GATEHOUSE MEDIA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except share data)
(1) Description of Business, Basis of Presentation and Summary of Significant Accounting Policies – (continued)
with SFAS No. 123, the fair value of each 2004 stock option grant was estimated on the date of grant using the Black-Scholes option-pricing model with the following weighted-average assumptions: expected dividend yield of 0%, expected volatility of 18.6%, risk-free interest rate of 4.5%, and an expected life of 10 years. There were no stock option grants during 2005.
On January 1, 2006, the Company adopted SFAS No. 123 (revised 2004), Share-Based Payment (“SFAS No. 123R”). SFAS No. 123R supersedes SFAS No. 123 and APB No. 25 and requires that all share-based payments to employees, including grants of employee stock options, be recognized in the consolidated financial statements on a straight line basis over the service period (generally the vesting period) based on fair values measured on grant dates. The Company adopted SFAS No. 123R using the modified prospective transition method, therefore, prior results were not restated. Under the modified prospective method, share-based compensation is recognized for new awards, the modification, repurchase or cancellation of awards and the remaining portion of service under previously granted, unvested awards outstanding as of the date of adoption. Accordingly, the expense required under SFAS No. 123R has been recorded beginning January 1, 2006. In addition, the Company eliminated the December 31, 2005 balance of deferred compensation of $3,909 by reducing additional paid-in capital.
(s) Pension and Postretirement Liabilities
SFAS No. 158, Employers’ Accounting for Defined Benefit Pension and Other Postretirement Plans (“SFAS No. 158”), became effective for the Company during the year ended December 31, 2006, and requires recognition of an asset or liability in the consolidated balance sheet reflecting the funded status of pension and other postretirement benefit plans such as retiree health and life, with current-year changes in the funded status recognized in the statement of stockholders’ equity. SFAS No. 158 did not change the existing criteria for measurement of periodic benefit costs, plan assets or benefit obligations. During the years ended December 31, 2007 and 2006, a total of $1,446 and $(293), net of taxes of $930 and $197 respectively, was recognized in other comprehensive income (see Note 16).
(t) Self-Insurance Liability Accruals
We maintain self-insured medical and workers’ compensation programs. We purchase stop loss coverage from third parties which limits our exposure to large claims. We record a liability for healthcare and workers’ compensation costs during the period in which they occur as well as an estimate of incurred but not reported claims.
(u) Correction of Immaterial Error
The Company revised its consolidated financial statements for the year ended December 31, 2006 due to corrections of immaterial prior years’ errors identified in the current year (“Purchase accounting tax adjustment”). The Company overstated both its deferred tax liability and goodwill balances as of December 31, 2006 primarily related to deferred taxes being calculated on tax deductible goodwill as part of the Merger. The result was a decrease of previously reported deferred tax liabilities and goodwill of approximately $36,226 as of December 31, 2006. This adjustment relates entirely to acquisition deferred taxes and, as such, there is no impact on previously reported income tax expense or net income.
Upon adoption of SFAS No. 158 “Employers’ Accounting for Defined Benefit Pension and Other Postretirement Plans (“SFAS No. 158”) in 2006, the Company recognized a comprehensive loss of $293 (net of income taxes) to record the unfunded portion of its defined benefit and other postretirement benefit plan liabilities. This adjustment was disclosed in the notes to the December 31, 2006 consolidated financial statements. However, SFAS No. 158 requires that this adjustment not affect comprehensive income, but rather be reflected as an adjustment directly to stockholders’ equity. The reported net loss, the loss from continuing
84
GATEHOUSE MEDIA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except share data)
(1) Description of Business, Basis of Presentation and Summary of Significant Accounting Policies – (continued)
operations, the cumulative pension adjustment and total stockholders’ equity were not affected by this misstatement, however, as a result of this error, which has now been corrected, the reported comprehensive loss had been overstated by $293.
(v) Reclassifications
Certain amounts in the prior periods consolidated financial statements have been reclassified to conform to the 2007 presentation.
(w) Recently Issued Accounting Pronouncements
In September 2006, the Financial Accounting Standards Board (“FASB”) issued SFAS No. 157, Fair Value Measurements (“SFAS No. 157”). SFAS No. 157 defines fair value, provides a market-based framework for measuring fair value, and expands disclosure requirements. SFAS No. 157 applies to other accounting pronouncements that require or permit fair value measurements. SFAS No. 157 does not require any new fair value measurements. SFAS No. 157 is initially effective for financial statements issued for fiscal years beginning after November 15, 2007, however the FASB provided a one year deferral for implementation of the standard for non-financial assets and liabilities. The Company does not expect the adoption of SFAS No. 157 to have a material impact on its consolidated financial statements in 2008.
In February 2007, the FASB issued SFAS No. 159, The Fair Value Option for Financial Assets and Financial Liabilities (“SFAS No. 159”). SFAS No. 159 permits companies to measure financial instruments and certain other items at fair value. The objective of this statement is to improve financial reporting by providing companies with the opportunity to mitigate volatility in reported earnings caused by measuring related assets and liabilities differently without having to apply complex hedge accounting provisions. SFAS No. 159 is expected to expand the use of fair value measurement for accounting for financial instruments. SFAS No. 159 is effective for financial statements issued as of the beginning of the first fiscal year that begins after November 15, 2007. The Company does not expect the adoption of SFAS No. 159 to have a material impact on its consolidated financial statements.
In May 2007, the FASB issued Staff Position No. 48-1, Definition of Settlement in FASB Interpretation No. 48, (“FIN 48-1”) which is an amendment to FASB Interpretation No. 48, Accounting for Uncertainty in Income Taxes. FIN 48-1 provides guidance on how an enterprise should determine whether a tax position is effectively settled for the purpose of recognizing previously unrecognized tax benefits. FIN 48-1 became effective during the first quarter of 2007 and did not have a material impact on the Company’s consolidated financial statements.
In December 2007, the FASB issued SFAS No. 141 (revised 2007), “Business Combinations” (“SFAS No. 141(R)”), and SFAS No. 160, “Noncontrolling Interests in Consolidated Financial Statements — an amendment of ARB No. 51” (“SFAS 160”).
SFAS No. 141(R) significantly changes the accounting for business combinations. Under SFAS No. 141(R), an acquiring entity will be required to recognize all the assets acquired and liabilities assumed in a transaction at the acquisition-date at fair value with limited exceptions. SFAS No. 141(R) further changes the accounting treatment for certain specific items, including:
| • | Acquisition costs will be generally expensed as incurred; |
| • | Acquired contingent liabilities will be recorded at fair value at the acquisition date and subsequently measured at either the higher of such amount or the amount determined under existing guidance for non-acquired contingencies; |
| • | Restructuring costs associated with a business combination will be generally expensed subsequent to the acquisition date; and |
85
GATEHOUSE MEDIA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except share data)
(1) Description of Business, Basis of Presentation and Summary of Significant Accounting Policies – (continued)
| • | Changes in deferred tax asset valuation allowances and income tax uncertainties after the acquisition date generally will affect income tax expense. |
SFAS No. 141(R) includes a substantial number of new disclosure requirements. SFAS No. 141(R) applies prospectively to the Company’s business combinations for which the acquisition date is on or after January 1, 2009. The Company is currently evaluating the impact the adoption of SFAS No. 141(R) will have on its consoliated financial statements.
(2) Share-Based Compensation
The Company recognized compensation cost for share-based payments of $4,687, $1,846, $516 and $93, during the years ended December 31, 2007 and 2006, the period from June 6, 2005 to December 31, 2005, and the period from January 1, 2005 to June 5, 2005, respectively. The income tax benefit related to share-based payments recognized in the statement of operations during the years ended December 31, 2007 and 2006, was $1,835 and $688, respectively. The total compensation cost not yet recognized related to non-vested awards as of December 31, 2007 was $9,205, which is expected to be recognized over a weighted-average period of 2.6 years through October 2011.
Total share-based compensation expense during the year ended December 31, 2006 of $1,846 is comprised of $125 related to the purchase of common stock at a discount, as discussed below, and $1,721 related to share-based compensation expense for Restricted Share Grants (“RSGs”), which is net of estimated forfeitures.
(a) Restricted Share Grants
Prior to the IPO, the Company had issued 792,500 RSGs to certain management investors pursuant to each investor’s management stockholder agreement (the “Management Stockholder Agreements”). Under the Management Stockholder Agreements, RSGs vest by one-third on each of the third, fourth and fifth anniversaries from the grant date. Following the adoption of the GateHouse Media, Inc. Omnibus Stock Incentive Plan (the “Plan”) in October 2006, an additional 268,680 RSGs were granted during the year ended December 31, 2006. During the year ended December 31, 2007 an additional 198,846 RSGs were granted to Company directors, management and employees, 105,453 of which were both granted and forfeited. The majority of the RSGs issued under the Plan vest in increments of one-third on each of the first, second and third anniversaries of the grant date. In the event a grantee of an RSG is terminated by the Company without cause, a number of unvested RSGs immediately vest that would have vested under the normal vesting period on the next succeeding anniversary date following such termination. In the event an RSG grantee’s employment with the Company is terminated without cause within twelve months after a change in control as defined in the applicable award agreement, all unvested RSGs become immediately vested at the termination date. During the period prior to the lapse and removal of the vesting restrictions, a grantee of an RSG will have all of the rights of a stockholder, including without limitation, the right to vote and the right to receive all dividends or other distributions. As a result, the RSGs are reflected as outstanding common stock; however, the unvested RSGs have been excluded from the calculation of basic earnings per share. With respect to Company employees, the value of the RSGs on the date of issuance is recognized as employee compensation expense over the vesting period or through the grantee’s eligible retirement date, if shorter, with an increase to additional paid-in-capital. During the years ended December 31, 2007 and 2006, the Company recognized $4,687 and $1,721, respectively in share-based compensation expense related to RSGs.
As of December 31, 2007 and 2006, there were 1,035,480 and 1,051,763 RSGs, respectively, issued and outstanding with a weighted average grant date fair value of $13.87 and $14.33, respectively. As of December 31, 2007, the aggregate intrinsic value of unvested RSGs was $9,205. During the year ended December 31, 2007, the aggregate fair value of vested RSGs was $952.
RSG activity was as follows:
86
GATEHOUSE MEDIA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except share data)
(2) Share-Based Compensation – (continued)
|
|
|
||||||
| Number of RSGs |
Weighted-Average Grant Date Fair Value |
|||||||
| Unvested at December 31, 2006 | 1,051,763 | $ | 14.33 | |||||
| Granted | 198,846 | 11.69 | ||||||
| Vested | (80,624 | ) | 19.78 | |||||
| Forfeited | (134,505 | ) | 10.72 | |||||
| Unvested at December 31, 2007 | 1,035,480 | $ | 13.87 | |||||
SFAS No. 123R requires the recognition of share-based compensation for the number of awards that are ultimately expected to vest. The Company’s estimated forfeitures are based on forfeiture rates of comparable plans. Estimated forfeitures will be reassessed in subsequent periods and the estimate may change based on new facts and circumstances. Prior to January 1, 2006, actual forfeitures were included in pro forma stock compensation as they occurred.
(b) Other Awards
In January 2006, a management investor purchased 25,000 shares of common stock at a discount of $5.01 per share, or $125, pursuant to the investor’s Management Stockholder Agreement. The purchase was determined to be compensatory in accordance with SFAS No. 123R. The Company recognized $125 in employee compensation expense related to this purchase during the year ended December 31, 2006. The fair value of the common stock was determined to be $15.01 per share as of January 2006.
(c) Valuation of Equity Securities Issued as Compensation
Prior to January 1, 2006, the Company recorded deferred share-based compensation, which consisted of the amounts by which the estimated fair value of the instrument underlying the grant exceeded the grant or exercise price, at the date of grant or other measurement date, if applicable and recognized the expense over the related service period. In determining the fair value of the Company’s common stock at the dates of grant prior to the IPO on October 25, 2006, GateHouse’s stock was not traded and, therefore, the Company was unable to rely on a public trading market for its stock prior to October 25, 2006.
On May 9, 2005, an affiliate of Fortress Investment Group LLC, FIF III Liberty Holdings LLC (“Parent”), FIF III Liberty Acquisitions, LLC, a wholly owned subsidiary of Parent and the Company entered into an agreement that provided for the merger of Merger Subsidiary with and into the Company, with the Company continuing as a wholly owned subsidiary of Parent. The Merger was completed on June 6, 2005. The Merger resulted in a new basis of accounting under SFAS No. 141.
The Company believes the Merger was on arms’ length terms and represented the fair value of its equity on June 6, 2005. In connection with the Merger, an appraisal of certain assets and liabilities was prepared by an unrelated valuation specialist and indicated a $10.00 fair value per share for the Company’s common stock on that date.
As the Company began the process of preparing for its IPO, it developed a preliminary valuation using a discounted cash flow approach as of July 2006. The Company prepared this valuation using an estimated revenue growth rate based upon advertising rate increases considering the consumer price index (“CPI”), implementation of additional on-line content and products and introduction of additional niche products. Additionally, the Company used an estimated annual EBITDA, (adjusted to exclude certain non-cash and non-recurring items), growth rate based upon increases in revenues, cost reductions from the integration of acquisitions and improvements in cost from clustering and centralized services.
The Company estimated that the fair value of its common stock was $15.01 per share based on a valuation using a discounted cash flow approach as of July 2006.
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GATEHOUSE MEDIA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except share data)
(2) Share-Based Compensation – (continued)
In preparing a discounted cash flow analysis, certain significant assumptions were made including:
| • | the rate of revenue growth, which is a function of, among other things, anticipated increases in advertising rates (CPI based), impacts of on-line strategy and the introduction of niche products; |
| • | the rate of the Company’s Adjusted EBITDA growth, which is a function of, among other things, anticipated revenues, cost reductions and synergies from the integration of CP Media and Enterprise NewsMedia, LLC (see note 3(g)) and ongoing cost savings resulting from a clustering strategy; |
| • | estimated capital expenditures; |
| • | the discount rate of 7.8%, based on the Company’s capital structure as of July 2006, the cost of equity, based on a risk free rate of 5.0% and a market risk of premium of 7.0% and the Company’s cost of debt; and |
| • | a terminal multiple of between 9 and 10 times unlevered cash flow, based upon the Company’s anticipated growth prospects and private and public market valuations of comparable companies. The Company defines unlevered cash flow as Adjusted EBITDA less interest expense, cash taxes and capital expenditures. |
The Company also considered the cash flow based trading multiples of comparable companies, including competitors and other similar publicly traded companies and sales transactions for comparable companies in its industry. Additionally, it considered the results of operations, market conditions, competitive position and the stock performance of these companies, as well as its financial forecasts, as updated, to develop its valuation. The Company determined the valuation performed by management to be the best available tool for projections of the final price range for purposes of valuing its stock-based compensation. The Company did not obtain contemporaneous valuations by unrelated valuation specialists at times other than the Merger valuation because: (i) the Company’s efforts were focused on, among other things, potential acquisitions and refinancing the Company and (ii) the Company did not consider it to be economic to incur costs for such valuations given the number of shares issued. The Company considered that it met its internal financial performance objectives as reflected in its valuation.
The Company retrospectively applied the valuation to share-based compensation relating to RSGs and common stock sales which occurred from January 2006 to May 2006. Therefore, the consolidated financial statements reflect this valuation for grants made prior to the Company’s IPO.
(3) Acquisitions
(a) Morris Publishing Group Newspaper Acquisitions — 2007
On November 30, 2007, the Company completed its acquisition of thirty seven publications from the Morris Publishing Group for an aggregate purchase price, including working capital of approximately $121,402. The acquisition included fifteen daily and seven weekly newspapers, as well as fifteen shopper publications serving South Dakota, Florida, Kansas, Michigan, Missouri, Nebraska, Oklahoma and Tennessee. The rationale for the acquisition was primarily due to the attractive nature of the community newspaper assets with stable revenues and cash flows combined with cost saving opportunities available by clustering with the Company’s nearby newspapers. The Company has accounted for these acquisitions under the purchase method of accounting. Accordingly, the cost of the acquisition has been allocated to the assets and liabilities assumed based upon their respective fair values. The results of operations for the Morris Publishing Group newspaper acquisitions have been included in the Company’s consolidated financial statements since the date of the acquisition.
88
GATEHOUSE MEDIA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except share data)
(3) Acquisitions – (continued)
The Company continues to refine the fair value estimates in accordance with SFAS No. 141. As additional information becomes available and as actual values vary from these estimates, the underlying assets and liabilities may need to be adjusted, thereby impacting intangible asset estimates, as well as goodwill. The following table summarizes the fair values of the assets acquired and liabilities assumed as of the acquisition date adjusted through December 31, 2007:
|
|
|||
| Current assets | $ | 9,422 | ||
| Other assets | 10,734 | |||
| Property, plant and equipment | 21,923 | |||
| Advertising relationships | 38,011 | |||
| Subscriber relationships | 8,341 | |||
| Mastheads | 12,244 | |||
| Customer relationships | 3,659 | |||
| Goodwill | 21,653 | |||
| Total assets | 125,987 | |||
| Current liabilities | 4,526 | |||
| Long-term liabilities | 59 | |||
| Total liabilities | 4,585 | |||
| Net assets acquired | $ | 121,402 | ||
The Company obtained third party independent appraisals to assist in the determination of the fair values of the subscriber relationships, advertiser relationships and customer relationships acquired in connection with the Morris Publishing Group newspaper acquisition. The appraisals used an excess earnings approach, a form of the income approach, which values assets based upon associated estimated discounted cash flows. A static pool approach using historical attrition rates was used to estimate attrition rates of 7.5% for advertiser relationships, subscriber relationships and customer relationships for the Morris Publishing Group newspaper acquisition. The growth rate was estimated to be 0.5% and the discount rate was estimated to be 10.0% for subscriber relationships. The growth rate was estimated to be 2.3% and the discount rate was estimated to be 10.0% for advertiser relationships. The growth rate was estimated to be 2.0% and the discount rate was estimated to be 10% for customer relationships.
Estimated cash flows extend up to periods of approximately 30 years which considers that a majority of the acquired newspapers have been in existence over 50 years with many having histories over 100 years. The Company is amortizing the fair values of the subscriber and advertiser relationships over the periods at which 90% of the cumulative net cash flows are estimated to be realized. Therefore, the subscriber relationships, advertiser relationships and customer relationships are being amortized over 14, 15 and 15 years respectively, on a straight-line basis as no other discernable pattern of usage was more readily determinable.
For tax purposes, goodwill is deductible for the newspapers acquired from Morris Publishing Group as of December 31, 2007.
(b) Gannett Co., Inc. Newspaper Acquisitions — 2007
On May 7, 2007, the Company completed its acquisition of thirteen publications from Gannett Co., Inc. for an aggregate purchase price, including working capital, of approximately $418,959. The acquisition included four daily and three weekly newspapers, as well as six shopper publications serving Rockford, Illinois, Utica, New York, Norwich, Connecticut and Huntington, West Virginia. The rationale for the acquisition was primarily due to the attractive nature of the community newspaper assets with stable revenues and cash flows combined with cost saving opportunities available by clustering with the Company’s nearby newspapers. The Company has accounted for these acquisitions under the purchase method of accounting. Accordingly, the cost of the acquisition has been allocated to the assets and liabilities assumed based upon their respective fair
89
GATEHOUSE MEDIA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except share data)
(3) Acquisitions – (continued)
values. The results of operations for the Gannett Co., Inc. newspaper acquisitions have been included in the Company’s consolidated financial statements since the date of the acquisition.
The Company continues to refine the fair value estimates in accordance with SFAS No. 141. As additional information becomes available and as actual values vary from these estimates, the underlying assets and liabilities may need to be adjusted, thereby impacting intangible asset estimates, as well as goodwill. The following table summarizes the fair values of the assets acquired and liabilities assumed as of the acquisition date adjusted through December 31, 2007:
|
|
|||
| Current assets | $ | 14,153 | ||
| Other assets | 75,632 | |||
| Property, plant and equipment | 39,557 | |||
| Advertising relationships | 96,503 | |||
| Subscriber relationships | 26,964 | |||
| Mastheads | 24,450 | |||
| Goodwill | 146,765 | |||
| Total assets | 424,024 | |||
| Total liabilities | 5,065 | |||
| Net assets acquired | $ | 418,959 | ||
The Company obtained third party independent appraisals to assist in the determination of the fair values of the subscriber and advertiser relationships acquired in connection with the Gannett Co., Inc. newspaper acquisition. The appraisals used an excess earnings approach, a form of the income approach, which values assets based upon associated estimated discounted cash flows. A static pool approach using historical attrition rates was used to estimate attrition rates of 7.0% for advertiser relationships and subscriber relationships for the Gannett Co., Inc. newspaper acquisition. Growth rates were estimated to be 2.5% and discount rates were estimated to be 8.5% for advertiser and subscriber relationships.
Estimated cash flows extend up to periods of approximately 30 years which considers that a majority of the acquired newspapers have been in existence over 50 years with many having histories over 100 years. The Company is amortizing the fair values of the subscriber and advertiser relationships over the periods at which 90% of the cumulative net cash flows are estimated to be realized. Therefore, the subscriber and advertiser relationships are being amortized over 16 years, on a straight-line basis as no other discernable pattern of usage was more readily determinable.
For tax purposes, goodwill is deductible for the newspapers acquired from Gannett Co., Inc. as of December 31, 2007.
(c) The Copley Press, Inc. Newspaper Acquisitions — 2007
On April 11, 2007, the Company completed its acquisition of fifteen publications from The Copley Press, Inc. for an aggregate purchase price, including working capital, of approximately $388,237. The acquisition included seven daily and two weekly newspapers as well as six shopper publications, serving areas of Ohio and Illinois. The rationale for the acquisition was primarily due to the attractive nature of the community newspaper assets with stable revenues and cash flows. In addition there were cost saving opportunities from margin improvement as well as clustering with the Company’s nearby newspapers. The Company has accounted for these acquisitions under the purchase method of accounting. Accordingly, the cost of the acquisition has been allocated to the assets and liabilities based upon their respective fair values. The results of operations for The Copley Press, Inc. newspaper acquisitions have been included in the Company’s consolidated financial statements since the date of the acquisition.
90
GATEHOUSE MEDIA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except share data)
(3) Acquisitions – (continued)
The Company continues to refine the fair value estimates in accordance with SFAS No. 141. As additional information becomes available and as actual values vary from these estimates, the underlying assets and liabilities may need to be adjusted, thereby impacting intangible asset estimates, as well as goodwill. The following table summarizes the fair values of the assets acquired and liabilities assumed as of the acquisition date adjusted through December 31, 2007:
|
|
|||
| Current assets | $ | 21,204 | ||
| Other assets | 18 | |||
| Property, plant and equipment | 64,906 | |||
| Advertising relationships | 95,466 | |||
| Subscriber relationships | 40,083 | |||
| Mastheads | 34,719 | |||
| Goodwill | 169,463 | |||
| Total assets | 425,859 | |||
| Current liabilities | 15,680 | |||
| Long-term liabilities | 21,942 | |||
| Total liabilities | 37,622 | |||
| Net assets acquired | $ | 388,237 | ||
The Company obtained third party independent appraisals to assist in the determination of the fair values of the subscriber and advertiser relationships acquired in connection with the Copley Press, Inc. newspaper acquisition. The appraisals used an excess earnings approach, a form of the income approach, which values assets based upon associated estimated discounted cash flows. A static pool approach using historical attrition rates was used to estimate attrition rates of 7.0% for advertiser relationships and subscriber relationships for the Copley Press, Inc. newspaper acquisition. Growth rates were estimated to be 2.5% and discount rates were estimated to be 10.0% for advertiser relationships and subscriber relationships.
Estimated cash flows extend up to periods of approximately 30 years which considers that a majority of the acquired newspapers have been in existence over 50 years with many having histories over 100 years. The Company is amortizing the fair values of the subscriber and advertiser relationships over the periods at which 90% of the cumulative net cash flows are estimated to be realized. Therefore, the subscriber and advertiser relationships are being amortized over 15 years on a straight-line basis as no other discernable pattern of usage was more readily determinable.
For tax purposes, the amount of goodwill that is expected to be deductible is $106,914 for the newspapers acquired from the Copley Press, Inc. as of December 31, 2007.
(d) SureWest Directories Acquisition — 2007
On February 28, 2007, the Company completed its acquisition of all the issued and outstanding capital stock of SureWest Directories from SureWest Communications for an aggregate purchase price, including working capital, of approximately $110,156. SureWest Directories is engaged in the business of publishing yellow page and white page directories, as well as internet yellow pages through the www.sacramento.com website. The Company has become the publisher of the official directory of SureWest Telephone. The acquisition of SureWest Directories is the Company’s platform acquisition into the local directories business. This was an attractive acquisition due to the stability and visibility of the businesses revenues and cash flows, minimal capital expenditure requirements and growth prospects for the Sacramento, California marketplace. The Company has accounted for this acquisition under the purchase method of accounting. Accordingly, the cost of the acquisition has been allocated to the assets and liabilities assumed based upon their respective fair values. The results of operations for SureWest Directories have been included in the Company’s consolidated financial statements since the date of the acquisition.
91
GATEHOUSE MEDIA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except share data)
(3) Acquisitions – (continued)
The Company continues to refine the fair value estimates in accordance with SFAS No. 141. As additional information becomes available and as actual values vary from these estimates, the underlying assets and liabilities may need to be adjusted, thereby impacting intangible asset estimates, as well as goodwill. The following table summarizes the fair values of the assets acquired and liabilities assumed as of the acquisition date adjusted through December 31, 2007:
|
|
|||
| Current assets | $ | 15,041 | ||
| Property, plant and equipment | 51 | |||
| Advertising relationships | 40,955 | |||
| Trade name | 5,493 | |||
| Publication rights | 345 | |||
| Goodwill | 48,454 | |||
| Total assets | 110,339 | |||
| Total liabilities | 183 | |||
| Net assets acquired | $ | 110,156 | ||
The Company obtained third party independent appraisals to assist in the determination of the fair values of the advertiser relationships acquired in connection with the SureWest Directories acquisition. The appraisals used an excess earnings approach, a form of the income approach, which values assets based upon associated estimated discounted cash flows. A static pool approach using historical attrition rates was used to estimate attrition rates of 12.0% for advertiser relationships for SureWest Directories. Growth rates were estimated to be 2.5% and the discount rate was estimated to be 11.0% for advertiser relationships.
Estimated cash flows extend up to periods of approximately 18 years which considers an attrition study which concluded that half of the existing advertiser base would be advertising in the Company’s directories after six years. Survival curves were calculated based on this and other relevant information which resulted in the 12% attrition rate. The Company is amortizing the fair values of the advertiser relationships over the periods at which 90% of the cumulative net cash flows are estimated to be realized. Therefore, the advertiser relationships are being amortized over 12 years, on a straight-line basis as no other discernable pattern of usage was more readily determinable.
For tax purposes, the amount of goodwill that is expected to be deductible is $48,453 for SureWest Directories as of December 31, 2007.
(e) Journal Register Company Newspaper Acquisitions — 2007
On February 9, 2007, the Company completed its acquisition of eight publications from the Journal Register Company for an aggregate purchase price, including working capital, of approximately $72,315. The acquisition included two daily and four weekly newspapers as well as two shopper publications serving southeastern Massachusetts. The rationale for the acquisition was primarily due to the attractive nature of the community newspaper assets with stable revenues and cash flows combined with the cost savings opportunities from clustering with the Company’s other newspapers serving Massachusetts. The Company has accounted for these acquisitions under the purchase method of accounting. Accordingly, the cost of the acquisition has been allocated to the assets and liabilities assumed based upon their respective fair values. The results of operations for the Journal Register Company newspaper acquisitions have been included in the Company’s consolidated financial statements since the date of the acquisition.
The Company continues to refine the fair value estimates in accordance with SFAS No. 141. As additional information becomes available and as actual values vary from these estimates, the underlying assets and liabilities may need to be adjusted, thereby impacting intangible asset estimates, as well as goodwill. The
92
GATEHOUSE MEDIA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except share data)
(3) Acquisitions – (continued)
following table summarizes the fair values of the assets acquired and liabilities assumed as of the acquisition date adjusted through December 31, 2007:
|
|
|||
| Current assets | $ | 2,614 | ||
| Property, plant and equipment | 7,159 | |||
| Advertising relationships | 27,268 | |||
| Subscriber relationships | 6,397 | |||
| Mastheads | 4,393 | |||
| Goodwill | 25,301 | |||
| Total assets | 73,132 | |||
| Total liabilities | 817 | |||
| Net assets acquired | $ | 72,315 | ||
The Company obtained third party independent appraisals to assist in the determination of the fair values of the subscriber and advertiser relationships acquired in connection with the Journal Register Company newspaper acquisition. The appraisals used an excess earnings approach, a form of the income approach, which values assets based upon associated estimated discounted cash flows. A static pool approach using historical attrition rates was used to estimate attrition rates of 7.0% for advertiser relationships and subscriber relationships for the Journal Register Company newspaper acquisitions. The growth rate was estimated to be 1.8% and the discount rate was estimated to be 10.0% for subscriber relationships. The growth rate was estimated to be 1.7% and the discount rate was estimated to be 10.0% for advertiser relationships.
Estimated cash flows extend up to periods of approximately 30 years which considers that a majority of the acquired newspapers have been in existence over 50 years with many having histories over 100 years. The Company is amortizing the fair values of the subscriber and advertiser relationships over the periods at which 90% of the cumulative net cash flows are estimated to be realized. Therefore, the subscriber and advertiser relationships are being amortized over 16 years on a straight-line basis as no other discernable pattern of usage was more readily determinable.
For tax purposes, the amount of goodwill that is expected to be deductible is $25,301 for the newspapers acquired from the Journal Register Company as of December 31, 2007.
(f) Other Acquisitions — 2007
During the year ended December 31, 2007, the Company acquired an additional 40 publications (excluding the acquisitions discussed above) for an aggregate purchase price of $27,595. These were all attractive tuck-in acquisitions, in which the acquired businesses fit in extremely well with existing GateHouse clusters. The purchase price allocation for these acquisitions are as follows:
|
|
|||
| Current assets | $ | 2,630 | ||
| Other assets | 225 | |||
| Property, plant and equipment | 5,683 | |||
| Noncompete agreements | 1,577 | |||
| Advertising relationships | 7,432 | |||
| Subscriber relationships | 1,716 | |||
| Mastheads | 3,375 | |||
| Customer relationships | 967 | |||
| Goodwill | 8,429 | |||
| Total assets | 32,034 | |||
| Current liabilities | 2,520 | |||
| Long-term liabilities | 1,919 | |||
| Total liabilities | 4,439 | |||
| Net assets acquired | $ | 27,595 | ||
93
GATEHOUSE MEDIA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except share data)
(3) Acquisitions – (continued)
The Company continues to refine the fair value estimates in accordance with SFAS No. 141. As additional information becomes available and as actual values vary from these estimates, the underlying assets and liabilities may need to be adjusted, thereby impacting intangible asset estimates, as well as goodwill.
(g) CP Media and Enterprise NewsMedia, LLC Acquisitions — 2006
On June 6, 2006, the Company acquired substantially all of the assets, and assumed certain liabilities of CP Media for $232,024 and acquired all of the equity interests of Enterprise NewsMedia, LLC for $194,083 (the “Massachusetts Acquisitions”). CP Media and Enterprise NewsMedia, LLC are two leading publishers of daily and weekly newspapers in eastern Massachusetts. The rationale for the Massachusetts Acquisitions was primarily due to the attractive community newspaper assets with stable cash flows, the combination of the two companies that creates operational upside and cost savings and economies of scale for advertising, sales, operating costs and existing infrastructure leverage. The Company has accounted for these acquisitions under the purchase method of accounting. Accordingly, the cost of each acquisition has been allocated to the assets and liabilities assumed based upon their respective fair values. The results of operations for CP Media and Enterprise NewsMedia, LLC have been included in the Company’s consolidated financial statements since the date they were acquired.
Upon the acquisition of Enterprise NewsMedia, LLC, the Company recorded deferred taxes based upon its best estimate of the tax basis of assets and liabilities acquired. During the year ended December 31, 2006, the Company updated its forecasted schedule of future reversals of taxable temporary differences, an adjustment was applied as an increase to the balance of goodwill attributable to the acquisition.
The following table summarizes the fair values of the assets acquired and liabilities assumed as of the acquisition date adjusted through December 31, 2007:
|
|
|
||||||
| CP Media | Enterprise NewsMedia, LLC |
|||||||
| Current assets | $ | 12,469 | $ | 24,127 | ||||
| Other assets | — | 107 | ||||||
| Property, plant and equipment | 19,055 | 22,435 | ||||||
| Advertising relationships | 76,194 | 52,846 | ||||||
| Noncompete agreements | — | 986 | ||||||
| Subscriber relationships | 10,781 | 22,339 | ||||||
| Mastheads | 13,214 | 10,146 | ||||||
| Goodwill | 111,243 | 117,342 | ||||||
| Total assets | 242,956 | 250,328 | ||||||
| Current liabilities | 10,421 | 7,656 | ||||||
| Other long-term liabilities | 511 | 13,671 | ||||||
| Deferred income taxes | — | 34,918 | ||||||
| Total liabilities | 10,932 | 56,245 | ||||||
| Net assets acquired | $ | 232,024 | $ | 194,083 | ||||
The Company obtained third party independent appraisals to assist in the determination of the fair values of the subscriber and advertiser relationships acquired in connection with the CP Media and Enterprise NewsMedia, LLC acquisitions. The appraisals used an excess earnings approach, a form of the income approach, which values assets based upon associated estimated discounted cash flows. A static pool approach using historical attrition rates was used to estimate attrition rates of 10% and 6.0% for advertiser relationships and 4.0% and 6.0% to 8.0% for subscriber relationships for CP Media and Enterprise NewsMedia, LLC, respectively. Growth rates were estimated to be 0% and 0.5% and the discount rate was estimated to be 8.5% and
94
GATEHOUSE MEDIA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except share data)
(3) Acquisitions – (continued)
9.0% for subscriber relationships for CP Media and Enterprise NewsMedia, LLC, respectively. Growth rates were estimated to be 2.5% and 3.0% and the discount rate was estimated to be 8.5% and 9.0% for advertiser relationships for CP Media and Enterprise NewsMedia, LLC, respectively.
Estimated cash flows extend up to periods of approximately 32 years which considers that a majority of the acquired newspapers have been in existence over 50 years with many having histories over 100 years for both CP Media and Enterprise NewsMedia, LLC. The Company is amortizing the fair values of the subscriber and advertiser relationships over the periods at which 90% of the cumulative net cash flows are estimated to be realized. Therefore, the subscriber and advertiser relationships are being amortized over 18 and 15 years and 14 to 16 and 18 years for CP Media and Enterprise NewsMedia, LLC, respectively, on a straight-line basis as no other discernable pattern of usage was more readily determinable.
The fair value of non-compete agreements was determined using the “damages method” under the income approach method of valuation. Non-compete agreements in the Enterprise NewsMedia, LLC acquisition were valued at $986 and are being amortized over two years on a straight-line basis. There were no non-compete agreements in the CP Media acquisition.
For tax purposes, the amount of goodwill that is expected to be deductible is $111,243 for CP Media as of December 31, 2007.
(h) Other Acquisitions — 2006
During the year ended December 31, 2006, the Company acquired nine publications (excluding the Acquisitions discussed above) for an aggregate purchase price of $11,752. The purchase price allocation for these acquisitions is as follows:
|
|
|||
| Net tangible assets acquired | $ | 734 | ||
| Property, plant and equipment | 2,856 | |||
| Noncompete agreements | 368 | |||
| Advertising relationships | 1,857 | |||
| Subscriber relationships | 232 | |||
| Mastheads | 549 | |||
| Customer lists | 2,064 | |||
| Goodwill | 3,092 | |||
| Purchase price | $ | 11,752 | ||
(i) Fortress Acquisition — 2005
On May 9, 2005, an affiliate of Fortress Investment Group LLC, FIF III Liberty Holdings LLC (“Parent”), FIF III Liberty Acquisitions, LLC, a wholly owned subsidiary of Parent (“Merger Subsidiary”) and the Company entered into an agreement that provided for the merger of Merger Subsidiary with and into the Company, with the Company continuing as a wholly owned subsidiary of Parent (“the Merger”). The Merger was completed on June 6, 2005. The total value of the transaction was approximately $527,000. The rationale for the Merger was primarily due to the Company’s attractive community newspaper assets with stable cash flow.
In connection with the Merger, the Company’s issued and outstanding shares of its common stock, par value $0.01, were converted into the right to receive $10.00 per share in cash (“Conversion Amount”), or $21,588 in the aggregate. Additionally, each share of Series B-1 Senior Preferred stock issued and outstanding at the time of the Merger was converted, without interest, into $1,000 per share, or $115,821 in the aggregate, plus accumulated and unpaid dividends of $3,182. Each share of Series B Junior Preferred Stock issued and outstanding at the time of the Merger was converted, without interest, into $115.56 per share, or $15,317 in aggregate, plus accumulated and unpaid dividends of $0. Parent and certain management investors contributed approximately $221,975 in cash to the Company, which in turn held all the outstanding shares of common
95
GATEHOUSE MEDIA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except share data)
(3) Acquisitions – (continued)
stock of the Company after the completion of the Merger. The Company amended its 2005 Credit Facility to allow for a change in control and borrowed $33,500 on the revolving credit facility in connection with the Merger. The predecessor Company incurred approximately $7,703 in transaction costs associated with the Merger.
Each outstanding option under the Company’s Option Plan was cancelled for cash consideration per share equal to the difference between the conversion amount of $0.10 per share and the respective exercise price of the option, or $93 in the aggregate. Additionally, all shares of the Company’s treasury stock outstanding were cancelled in conjunction with the Merger.
The aggregate purchase price paid in the Merger transaction of $526,841 consisted of the following:
|
|
|||
| Payment for common stock | $ | 21,588 | ||
| Assumption of Term Loan B | 276,500 | |||
| Assumption of preferred stock | 134,321 | |||
| Assumption of senior debentures | 90,329 | |||
| Payment of fees and expenses | 1,759 | |||
| Payment of working capital settlement | 2,344 | |||
| $ | 526,841 | |||
The Merger was recorded in accordance with SFAS No. 141. Upon closing of the Merger, a third party independent analysis was performed to estimate the fair values of the assets acquired and liabilities assumed. Portions of the cost were assigned to tangible assets and identifiable and separately recognized intangible assets, based on the fair values of the individual assets. The cost of the acquisition exceeded the fair value of the identifiable assets less the liabilities assumed, which resulted in the excess recognized as goodwill. The fair values of subscriber and advertiser intangible assets was determined using an income approach, the mastheads fair value was determined using a market approach and the valuation of real estate was determined using a sales comparison approach. The following table summarizes the fair values of the assets acquired and liabilities assumed as of the acquisition date:
|
|
|||
| Current assets | $ | 249,309 | ||
| Other assets | 364 | |||
| Property, plant and equipment | 58,022 | |||
| Advertising relationships | 125,356 | |||
| Customer relationships | 2,308 | |||
| Subscriber relationships | 29,047 | |||
| Mastheads | 58,402 | |||
| Goodwill | 280,466 | |||
| Total assets | 803,274 | |||
| Current liabilities | 28,282 | |||
| New Term Loan B | 276,500 | |||
| Senior debentures | 90,329 | |||
| Senior preferred stock | 119,003 | |||
| Junior preferred stock | 15,318 | |||
| Other long-term liabilities | 488 | |||
| Deferred income taxes | 51,379 | |||
| Total liabilities | 581,299 | |||
| Net assets acquired | $ | 221,975 | ||
96
GATEHOUSE MEDIA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except share data)
(3) Acquisitions – (continued)
(j) Other Acquisitions — 2005
During the period from June 6, 2005 to December 31, 2005, the Company acquired 18 publications in five separate transactions for an aggregate purchase price of $15,381. The purchase price allocation for these acquisitions is as follows:
|
|
|||
| Net tangible assets acquired | $ | 307 | ||
| Property, plant, and equipment | 3,265 | |||
| Non-compete assets | 221 | |||
| Advertising relationships | 4,035 | |||
| Subscriber relationships | 899 | |||
| Mastheads | 1,947 | |||
| Goodwill | 4,707 | |||
| Purchase price | $ | 15,381 | ||
(k) Restructuring
As of December 31, 2007, the accrued restructuring balance was $991, which relates to on-going obligations for employee termination agreements in connection with the acquisition of the Morris Publishing Group newspapers, The Copley Press, Inc. newspapers, as well as the acquisitions of Messenger Post and Enterprise NewsMedia, LLC. During the year ended December 31, 2007, the Company made payments of $892 in connection with these obligations.
During the year ended December 31, 2007, restructuring related expense, which is included in integration and reorganization costs and management fees paid to prior owner on the accompanying statement of operations was $1,639. This amount relates to severance expense incurred in connection with the closing of two of the Company’s printing facilities. During the year ended December 31, 2007, the Company made payments of $1,238 connection with these obligations.
(l) Pro-Forma Results
The unaudited pro forma condensed consolidated statement of operations information for 2007, set forth below, presents the results of operations as if the acquisitions of the newspapers from The Copley Press, Inc. and the newspapers from Gannett Co., Inc. had occurred on January 1, 2006. The unaudited pro forma condensed consolidated statement of operations information for 2006, set forth below, presents the results of operations as if the acquisitions of the newspapers from The Copley Press, Inc., the newspapers from Gannett Co., Inc. and the acquisitions of CP Media and Enterprise NewsMedia, LLC had occurred on January 1, 2006. These amounts are not necessarily indicative of future results or actual results that would have been achieved had the acquisitions occurred as of the beginning of such period. The unaudited pro forma condensed consolidated statements of operations data, set forth below, does not give pro forma effect to the following acquisitions which are not considered significant:
| • | the acquisition of all the issued and outstanding capital stock of SureWest Directories from SureWest Communications for an aggregate purchase price of approximately $110,156 in February of 2007; |
| • | the acquisition of eight publications from the Journal Register Company for an aggregate purchase price of approximately $72,315 in February of 2007; and |
| • | the acquisition of thirty eight publications from Morris Publishing Group for an aggregate purchase price of approximately $121,402 in November, 2007. |
97
GATEHOUSE MEDIA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except share data)
(3) Acquisitions – (continued)
|
|
|
||||||||||
| Year Ended December 31, | ||||||||||||
| 2007 | 2006 | |||||||||||
| Revenues | $ | 661,865 | $ | 643,854 | ||||||||
| Net loss from continuing operations | (240,732 | ) | $ | (28,938 | ) | |||||||
| Net loss | (238,325 | ) | $ | (28,938 | ) | |||||||
| Net loss per common share |
||||||||||||
| Basic | $ | (5.14 | ) | $ | (0.59) | |||||||
| Diluted | $ | (5.14 | ) | $ | (0.59 | ) | ||||||
(4) Property, Plant, and Equipment
Property, plant, and equipment consisted of the following:
|
|
|
||||||
| December 31, | ||||||||
| 2007 | 2006 | |||||||
| Land | $ | 20,917 | $ | 19,449 | ||||
| Buildings and improvements | 89,887 | 40,147 | ||||||
| Machinery and equipment | 114,529 | 42,352 | ||||||
| Furniture, fixtures, and computer software | 13,738 | 6,937 | ||||||
| Construction in progress | 1,735 | 710 | ||||||
| 240,806 | 109,595 | |||||||
| Less: accumulated depreciation and amortization | (30,597 | ) | (11,224 | ) | ||||
| Total | $ | 210,209 | $ | 98,371 | ||||
Depreciation expense during the years ended December 31, 2007 and 2006, the period from June 6, 2005 to December 31, 2005 and the period from January 1, 2005 to June 5, 2005 was $19,859, $8,710, $2,919 and $2,150, respectively.
(5) Goodwill and Other Intangible Assets
Goodwill and intangible assets consisted of the following:
|
|
|
|
|||||||||
| December 31, 2007 | ||||||||||||
| Gross Carrying Amount |
Accumulated Amortization |
Net Carrying Amount |
||||||||||
| Amortized intangible assets: |
||||||||||||
| Noncompete agreements | $ | 3,172 | $ | 1,295 | $ | 1,877 | ||||||
| Advertiser relationships | 565,663 | 45,097 | 520,566 | |||||||||
| Customer relationships | 6,689 | 383 | 6,306 | |||||||||
| Subscriber relationships | 146,751 | 10,859 | 135,892 | |||||||||
| Trade name | 5,493 | 458 | 5,035 | |||||||||
| Publication rights | 345 | 19 | 326 | |||||||||
| Total | $ | 728,113 | $ | 58,111 | $ | 670,002 | ||||||
| Nonamortized intangible assets: |
||||||||||||
| Goodwill | $ | 701,852 | ||||||||||
| Mastheads | 138,792 | |||||||||||
| Total | $ | 840,644 | ||||||||||
98
GATEHOUSE MEDIA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except share data)
(5) Goodwill and Other Intangible Assets – (continued)
|
|
|
|
|||||||||
| December 31, 2006 | ||||||||||||
| Gross Carrying Amount |
Accumulated Amortization |
Net Carrying Amount |
||||||||||
| Amortized intangible assets: |
||||||||||||
| Noncompete agreements | $ | 1,595 | $ | 401 | $ | 1,194 | ||||||
| Advertiser relationships | 260,191 | 15,986 | 244,205 | |||||||||
| Customer relationships | 2,064 | 127 | 1,937 | |||||||||
| Subscriber relationships | 63,290 | 3,732 | 59,558 | |||||||||
| Total | $ | 327,140 | $ | 20,246 | $ | 306,894 | ||||||
| Nonamortized intangible assets: |
||||||||||||
| Goodwill | $ | 480,430 | ||||||||||
| Mastheads | 84,202 | |||||||||||
| Total | $ | 564,632 | ||||||||||
The weighted average amortization periods for amortizable intangible assets are 4.1 years for noncompete agreements, 15.0 years for advertiser relationships, 13.9 years for customer relationships, 16.4 years for subscriber relationships, 10.0 years for trade names and 15.0 years for publication rights.
Amortization expense for the years ended December 31, 2007 and 2006, the period from June 6, 2005 to December 31, 2005 and the period from January 1, 2005 to June 5, 2005 was $37,891, $15,341, $5,111 and $3,626, respectively. Estimated future amortization expense as of December 31, 2007, is as follows:
|
|
|||
| For the year ending December 31: |
||||
| 2008 | $ | 46,599 | ||
| 2009 | 46,381 | |||
| 2010 | 46,345 | |||
| 2011 | 46,262 | |||
| 2012 | 46,005 | |||
| Thereafter | 438,410 | |||
| Total | $ | 670,002 | ||
The changes in the carrying amount of goodwill for the years ended December 31, 2007 and 2006 are as follows:
|
|
|||
| Balance at January 1, 2006 (Successor) | $ | 316,691 | ||
| Goodwill from acquisitions | 232,395 | |||
| Adjustment related to income tax valuation allowance | (32,430 | ) | ||
| Purchase accounting tax adjustment | (36,226 | ) | ||
| Balance at December 31, 2006 (Successor) | 480,430 | |||
| Goodwill from acquisitions | 422,901 | |||
| Goodwill impairment | (201,479 | ) | ||
| Balance at December 31, 2007 (Successor) | $ | 701,852 | ||
Goodwill from acquisitions during the year ended December 31, 2007 relates primarily to the newspapers acquired from Morris Publishing Group, the Copley Press, Inc. and Gannett Co. Inc., the acquisition of SureWest Directories and the newspapers acquired from the Journal Register Company.
99
GATEHOUSE MEDIA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except share data)
(5) Goodwill and Other Intangible Assets – (continued)
Goodwill from acquisitions during the year ended December 31, 2006, relates primarily to CP Media and Enterprise NewsMedia, LLC.
As of December 31, 2007 and 2006, goodwill in the amount of $622,913 and $182,364, respectively was deductible for income tax purposes.
The Company revised its consolidated financial statements for the year ended December 31, 2006 due to a purchase accounting tax adjustment identified in the current year. The Company overstated both its deferred tax liability and goodwill balances as of December 31, 2006 primarily related to deferred taxes being calculated on tax deductible goodwill as part of the Merger. The result was a decrease of previously reported deferred tax liabilities and goodwill of approximately $36,226 as of December 31, 2006. This adjustment relates entirely to acquisition deferred taxes and, as such, there is no impact on previously reported income tax expense or net income.
The Company’s date on which its annual impairment assessment is made is June 30. There were no impairments in 2006 or 2005 related to goodwill.
The Company determined that it should perform impairment testing of goodwill and indefinite lived intangible assets as of December 31, 2007, due to the Company’s stock price as of the end of its fourth quarter.
The fair values of the Company’s reporting units for goodwill impairment testing and individual newspaper mastheads were estimated using the expected present value of future cash flows, recent industry transaction multiples and using estimates, judgments and assumptions that management believes were appropriate in the circumstances.
The sum of the fair values of the reporting units was reconciled to the Company’s current market capitalization (based upon the stock market price) plus an estimated control premium. The Company recorded an impairment charge related to goodwill of $201,479 and a newspaper masthead impairment charge of $24,514 in the fourth quarter of 2007 based on this comparison of reporting unit carrying value to fair value.
(6) Accrued Expenses
Accrued expenses consisted of the following:
|
|
|
||||||
| December 31, | ||||||||
| 2007 | 2006 | |||||||
| Accrued payroll | $ | 8,638 | $ | 5,024 | ||||
| Accrued bonus | 2,697 | 2,123 | ||||||
| Accrued vacation | 4,373 | 959 | ||||||
| Accrued insurance | 3,411 | 2,214 | ||||||
| Accrued newsprint | 1,497 | 1,740 | ||||||
| Accrued other | 20,056 | 6,107 | ||||||
| $ | 40,672 | $ | 18,167 | |||||
100
GATEHOUSE MEDIA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except share data)
(7) Lease Commitments
The future minimum lease payments related to the Company’s non-cancelable operating lease commitments as of December 31, 2007 are as follows:
|
|
|||
| For the year ending December 31: |
||||
| 2008 | $ | 5,340 | ||
| 2009 | 4,782 | |||
| 2010 | 4,181 | |||
| 2011 | 2,159 | |||
| 2012 | 1,916 | |||
| Thereafter | 5,227 | |||
| Total minimum lease payments | $ | 23,605 | ||
Future minimum operating lease payments have not been reduced by future minimum sublease income of $1,838.
Rental expense under operating leases for the years ended December 31, 2007 and 2006, the period from June 6, 2005 to December 31, 2005 and the period from January 1, 2005 to June 5, 2005, was $4,888, $2,855, $439 and $365, respectively.
(8) Senior Subordinated Notes, Senior Discount Debentures, and Senior Debentures
The acquisition of 166 newspapers in January 1998 was financed in part by: (i) $180,000 from the issuance and sale by the Operating Company of $180,000 aggregate principal amount of 9 3/8% Senior Subordinated Notes (“the Notes”) due February 1, 2008 and (ii) $50,521 from the issuance and sale by GateHouse of $89,000 aggregate principal amount of 11 5/8% Senior Discount Debentures (“the Senior Discount Debentures”) due February 1, 2009.
The Notes were general unsecured obligations of the Operating Company, and were irrevocably and unconditionally jointly and severally guaranteed by each of the Operating Company’s existing and future subsidiaries. As of February 1, 2003, the Notes were redeemable for cash at the option of the Operating Company at stipulated redemption amounts. In the event of a change in control (as defined in the Notes) of the Operating Company or the Company, the Company was required to offer to repurchase the Notes at 101% of their principal amount.
The Senior Discount Debentures issued by GateHouse were general unsecured obligations. The Senior Discount Debentures accreted to a full principal amount of $89,000 as of February 1, 2003. Thereafter, cash interest on the Senior Discount Debentures accrued and was payable semi-annually on February 1 and August 1 of each year. As of February 1, 2003, the Senor Discount Debentures were redeemable for cash at the option of GateHouse at stipulated redemption amounts. In the event of a change in control of GateHouse, and subject to certain conditions, the holders of the Senior Discount Debentures had the right to require GateHouse to repurchase all of the Senior Discount Debentures at a price of 101% of the principal amount at maturity thereof, plus accrued and unpaid interest to the repurchase date.
On December 17, 2001, Green Equity Investors II, L.P (“GEI II”) and Green Equity Investors III, L.P. (“GEI III”) purchased Senior Discount Debentures with a face value of $11,819 and $57,381, respectively, on the open market at a substantial discount. GEI II and GEI III are affiliates of Leonard Green & Partners. At December 31, 2004, Leonard Green & Partners owned 194,660,500 and 13,153 shares of GateHouse’s common stock and Junior Preferred Stock, respectively. Leonard Green & Partners affiliates also owned a substantial portion of GateHouse’s Senior Preferred Stock. The purchase of Senior Discount Debentures by GEI II and GEI III resulted in a cancellation and reissuance of indebtedness for Federal income tax purposes.
101
GATEHOUSE MEDIA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except share data)
(8) Senior Subordinated Notes, Senior Discount Debentures, and Senior Debentures – (continued)
On July 25, 2003, the Operating Company and GateHouse entered into an amendment to the Amended Credit Facility (see note 9). The amendment permitted GateHouse to issue debt in lieu of paying cash for the interest due on the Senior Discount Debentures, and to issue debt in lieu of paying cash interest due on the additional debt that was issued in lieu of paying cash interest on the Senior Discount Debentures.
On July 30, 2003, GateHouse entered into an agreement, effective August 1, 2003, with GEI II and GEI III, whereby GateHouse may, at its option, issue 11 5/8% senior debentures (“the Senior Debentures”) to GEI II and GEI III on each interest payment date of the Senior Discount Debentures, in lieu of paying cash interest on the Senior Discount Debentures that were owned by GEI II and GEI III, with an aggregate initial principal amount equal to the amount of cash interest otherwise payable on such interest payment date under the terms of the Senior Discount Debentures. In addition, GateHouse may, at its option, issue additional Senior Debentures to GEI II and GEI III on each interest payment date of the Senior Debentures, in lieu of paying cash interest on the Senior Debentures that are owned by GEI II and GEI III, with an aggregate initial principal amount equal to the amount of cash interest otherwise payable on such interest payment date under the terms of the Senior Debentures. As a result of these agreements, interest due on the Senior Discount Debentures, including the additional Senior Debentures, had been reflected as a long-term liability on the Company’s consolidated balance sheet.
On August 1, 2003, GateHouse elected to issue Senior Debentures in lieu of paying cash interest on the Senior Discount Debentures that were owned by GEII II and GEI III. In conjunction with its election, LGP issued Senior Debentures to GEI II and GEI III in the amount of $687 and $3,335, respectively, which accrued interest at an annual rate of 11 5/8% and would become payable on February 1, 2009.
On February 1, 2004, GateHouse issued Senior Debentures to GEI II and GEI III in the amount of $727 and $3,529, respectively, in lieu of paying cash interest on the Senior Discount Debentures and the Senior Debentures that were owned by GEI II and GEI III.
On August 1, 2004, GateHouse issued Senior Debentures to GEI II and GEI III in the amount of $769 and $3,734, respectively, in lieu of paying cash interest on the Senior Discount Debentures and the Senior Debentures that were owned by GEI II and GEI III.
On February 1, 2005, GateHouse issued Senior Debentures to GEI II and GEI III in the amount of $814 and $3,951, respectively, in lieu of paying cash interest on the Senior Discount Debentures and the Senior Debentures that were owned by GEI II and GEI III.
As described below, on February 28, 2005, Green Equity received $87,503 in aggregate principal amount of New Senior Debentures pursuant to the Securities Exchange Agreements (see note 12). The New Senior Debentures were general unsecured obligations of GateHouse, and were structurally subordinated in right of payment to indebtedness under the 2005 Credit Facility. The New Senior Debentures were scheduled to mature in March 2013. Interest was scheduled to accrue from the date of issuance and is payable semi-annually on March 1 and September 1 of each year, commencing September 1, 2005. In accordance with an agreement between Green Equity and GateHouse, GateHouse was permitted to issue additional New Senior Debentures in lieu of cash interest (in an aggregate initial principal amount equal to the amount of cash interest otherwise payable on such interest payment date).
The New Senior Debentures were subject to redemption, at the option of GateHouse, in whole or in part, at any time at a price equal to 100% of the principal amount of the New Senior Debentures, plus accrued and unpaid interest thereon to the redemption date. Upon a Change of Control, and subject to certain conditions, the holders of the New Senior Debentures had the right to require GateHouse to repurchase all of the New Senior Debentures at a price of 101% of the aggregate principal amount, plus accrued and unpaid interest to the repurchase date.
102
GATEHOUSE MEDIA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except share data)
(8) Senior Subordinated Notes, Senior Discount Debentures, and Senior Debentures – (continued)
On February 28, 2005, upon consummation of the debenture exchange and the initial draw down under the 2005 Credit Facility described below, GateHouse irrevocably called for redemption all of the outstanding Senior Discount Debentures in accordance with the Indenture for the Senior Discount Debentures (the “SDD Indenture”). Immediately following GateHouse’s call for redemption of the Senior Discount Debentures, GateHouse irrevocably deposited trust funds with U.S. Bank, the trustee, in an amount sufficient to pay the redemption price for the Senior Discount Debentures in full, thereby satisfying and discharging the SDD Indenture. The redemption price consisted of 101.938% of the $19,800 aggregate principal amount thereof, plus accrued and unpaid interest to March 30, 2005, collectively, $20,561. Included in the $521 loss on extinguishment is $137 of deferred finance fees written off.
On February 28, 2005, upon consummation of the preferred stock exchange and satisfaction and discharge of the SDD Indenture, Operating Company irrevocably called for redemption all of the outstanding 9 3/8% Senior Subordinated Notes in accordance with the Indenture for the Senior Subordinated Notes (“the SSN Indenture”).
On March 29, 2005, Operating Company borrowed $180,000 principal amount of the Term Loan B under the 2005 Credit Facility. On March 30, 2005, Operating Company used such proceeds, together with cash on hand, to redeem in full all of the outstanding Senior Subordinated Notes in accordance with the SSN Indenture. The redemption price consisted of 101.563% of the aggregate principal amount thereof, plus accrued and unpaid interest to March 30, 2005, collectively, $185,579. Included in the $4,479 loss on extinguishment is $1,666 of deferred finance fees written off.
On June 7, 2005, the Company repaid in full all of its obligations under the New Senior Debentures. The Company used funds drawn of the 2005 Credit Facility to make the requisite termination payment of $90,329.
(9) Long-Term Debt and Short-Term Note Payable
On February 28, 2005, the Company entered into a Credit Agreement with a syndicate of financial institutions led by Wells Fargo Bank, National Association (the “2005 Credit Facility”). The 2005 Credit Facility provided for a $280,000 principal amount term loan facility that matured in February 2012 and a $50,000 revolving credit facility with a $10,000 sub-facility for letters of credit that matured in February 2011. The 2005 Credit Facility was secured by a first-priority security interest in substantially all of the tangible and intangible assets of the Company and its subsidiaries.
All amounts outstanding under the 2005 Credit Facility were repaid with borrowings under the 2006 Credit Facility, as described below. In connection with the termination of the 2005 Credit Facility, the Company wrote off $702 of deferred financing costs.
In connection with the Company’s acquisitions of CP Media and Enterprise NewsMedia, LLC, on June 6, 2006 GateHouse Media Holdco, Inc., a subsidiary of the Company (“Holdco”), GateHouse Media Operating, Inc., a subsidiary of Holdco (“Operating”) and certain of the Company’s other direct and indirect subsidiaries (together, the “Borrower”) entered into a financial arrangement with Wachovia Bank, National Association (the “2006 Credit Facility”). The 2006 Credit Facility consisted of a First Lien Credit Agreement (the “First Lien Facility”) and a Secured Bridge Credit Agreement (the “Second Lien Facility”). The First Lien Facility, which was amended on each of June 21, 2006 and October 11, 2006, provided for a $570,000 term loan facility which matured on December 6, 2013 and a $40,000 revolving credit facility including a $15,000 sub-facility for letters of credit, that matured on June 6, 2013. The Second Lien Facility provided for a $152,000 term loan facility that matured on June 6, 2014. The 2006 Credit Facility was secured by a first priority security interest in (i) all of the equity ownership or profits interest of Operating and its direct and indirect subsidiaries and (ii) substantially all of the tangible and intangible assets of Holdco, Operating and their respective direct and indirect subsidiaries. The obligations of the Borrower under the 2006 Credit Facility were guaranteed by Holdco, Operating and their respective direct and indirect subsidiaries.
103
GATEHOUSE MEDIA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except share data)
(9) Long-Term Debt and Short-Term Note Payable – (continued)
Borrowings under the First Lien Facility bore interest, at the Borrower’s option, at a rate equal either to the LIBOR Rate or the Alternate Base Rate (each as defined in the First Lien Facility), in each case plus an applicable margin. The applicable margin for LIBOR Rate term loans and Alternate Base Rate term loans was fixed at 2.25% and 1.25%, respectively. The applicable margin for revolving loans was adjusted quarterly based upon Holdco’s Total Leverage Ratio (as defined in the First Lien Facility) and ranged from 1.5% to 2.0% in the case of LIBOR Rate loans and 0.5% to 1.0% in the case of Alternate Base Rate loans. A quarterly commitment fee ranging from 0.25% to 0.5% on unused revolving credit availability based on the ratio of Consolidated Indebtedness to Consolidated EBITDA (each as defined in the First Lien Facility), and a quarterly fee equal to the applicable margin for LIBOR Rate loans on the aggregate amount of outstanding letters of credit were also payable under the First Lien Facility.
Borrowings under the Second Lien Facility bore interest, at the Borrower’s option, at a rate equal to the LIBOR Rate or the Alternate Base Rate, in each case plus an applicable margin. The applicable margin for LIBOR Rate term loans and Alternate Base Rate term loans under the Second Lien Facility was fixed at 1.5% and 0.5%, respectively.
No principal payments were due on the term loan or the revolving credit portions of the 2006 Credit Facility until the applicable maturity date. However, the Borrower was required to prepay borrowings under the term loan facility in an amount equal to 50% of Holdco’s Excess Cash Flow (as defined in the First Lien Facility), except that no prepayments were required if Holdco’s Total Leverage Ratio (as defined in the First Lien Facility) was less than or equal to 6.0 to 1.0 at the end of any fiscal year. In addition, the Borrower was required to prepay borrowings under the term loan portion of the 2006 Credit Facility with certain asset disposition proceeds, cash insurance proceeds and condemnation or expropriation awards. The Borrower was also required to prepay borrowings with 50% of the net proceeds of certain equity issuances or 100% of the proceeds of certain debt issuances, except that no prepayment was required if Holdco’s Total Leverage Ratio was less than 6.0 to 1.0. The 2006 Credit Facility also contained financial covenants that required Holdco to satisfy specified quarterly financial tests and which also contained customary covenants and events of default.
In October 2006, using a portion of the proceeds from the Company’s IPO, the Borrower repaid in full and terminated the $152,000 Second Lien Facility. In addition, a portion of the net proceeds of the Company’s IPO was used to pay down $12,000 of the $570,000 then outstanding under the First Lien Facility, and to repay in full the the outstanding balance of $21,300 under the $40,000 revolving credit portion of the First Lien Facility.
In connection with the termination of the $152,000 Second Lien Facility and the $12,000 reduction in borrowing capacity on the First Lien Facility, the Company wrote off $1,384 of deferred financing costs.
On February 27, 2007, the Borrower amended and restated the 2006 Credit Agreement (as amended, the “2007 Credit Facility”). The 2007 Credit Facility provides for a $670,000 term loan facility which matures in August 2014 and a $40,000 revolving credit facility including a $15,000 sub-facility for letters of credit and a $10,000 swingline facility which matures in February 2014. Under the 2007 Credit Facility, up to an additional $250,000 was available until August 2007 for borrowing under a delayed draw term loan.
The 2007 Credit Facility is secured by a first priority security interest in (i) all of the present and future equity ownership or profits interest of Operating and its direct and indirect subsidiaries, (ii) 66% of the voting stock (and 100% of the nonvoting stock) of certain present and future foreign subsidiaries and (iii) substantially all of the tangible and intangible assets of Holdco, Operating and their respective present and future subsidiaries. In addition, the loans and other obligations of the Borrower under the 2007 Credit Facility are guaranteed by Holdco, Operating and their present and future direct and indirect subsidiaries.
No principal payments are due on the term or the revolving credit portions of the 2007 Credit Facility until the applicable maturity date. However, the Borrower is required to make prepayments under the term
104
GATEHOUSE MEDIA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except share data)
(9) Long-Term Debt and Short-Term Note Payable – (continued)
loan facility, and/or to collateralize letter of credit obligations, under specified conditions, from excess cash flow and from the proceeds of asset dispositions, issuances of debt and equity and insurance and condemnation awards.
Borrowings under the 2007 Credit Facility bear interest, at the Borrower’s option, at a rate equal to the LIBOR Rate or the Alternate Base Rate (each as defined in the 2007 Credit Facility), plus an applicable margin. The applicable margin for revolving loans under the 2007 Credit Facility is adjusted quarterly based upon Holdco’s Total Leverage Ratio (as defined in the 2007 Credit Facility). The applicable margin for revolving loans ranges from 1.50% to 2.00% in the case of LIBOR Rate loans and 0.50% to 1.00% in the case of Alternate Base Rate loans. Prior to the consummation of the First Amendment, as discussed below, the applicable margin for LIBOR Rate term loans and Alternate Base Rate term loans was 1.75% and 0.75%, respectively, if credit ratings for the 2007 Credit Facility from Moody’s Investors Service Inc. and Standard & Poor’s Ratings Services were at least B1 and B+, respectively, and otherwise was 2.00% and 1.00%, respectively. A quarterly commitment fee ranging from 0.25% and 0.5% of the unused portion of the revolving loan facility based on the ratio of Consolidated Indebtedness to Consolidated EBITDA (each as defined in the 2007 Credit Facility), and a quarterly fee equal to the applicable margin for LIBOR Rate loans on the aggregate amount of outstanding letters of credit are also payable under the 2007 Credit Facility.
The 2007 Credit Facility contains a financial covenant which requires Holdco to maintain a Total Leverage Ratio of less than or equal to 6.5 to 1.0 at any time an extension of credit is outstanding under the revolving credit portion of the facility. The 2007 Credit Facility also contains covenants customarily found in loan agreements for similar transactions, including restrictions on the Borrower’s ability to incur indebtedness (which is generally permitted so long as Holdco maintains a pro forma Total Leverage Ratio of less than 6.5 to 1.0), create liens on assets, engage in certain lines of business, engage in mergers or consolidations, dispose of assets, make investments or acquisitions, engage in transactions with affiliates, enter into sale leaseback transactions, enter into negative pledges or pay dividends or make other restricted payments (except that Holdco is permitted to (i) make restricted payments (including quarterly dividends) so long as, after giving effect to any such restricted payment, Holdco’s Fixed Charge Coverage Ratio (as defined in the 2007 Credit Facility) is equal to or greater than 1.0 to 1.0 and it would be permitted under the 2007 Credit Facility to incur an additional $1.00 of debt) and (ii) make restricted payments of proceeds of asset dispositions to the Company to the extent such proceeds are not required to prepay borrowings under the 2007 Credit Facility and/or cash collateralize letter of credit obligations, provided that such proceeds are used to prepay borrowings under the Company’s credit facilities used to finance acquisitions). The Borrower, in certain limited circumstances, may also designate subsidiaries as “unrestricted subsidiaries” which are not subject to the covenant restrictions in the 2007 Credit Facility. The 2007 Credit Facility contains customary events of default. The Company is in compliance with these covenants as of December 31, 2007.
On April 11, 2007, the Company entered into a Bridge Facility with Wachovia Investment Holdings, LLC acting as administrative agent (the “Bridge Facility”). The Bridge Facility, which was repaid by the Company in full in July 2007, provided for a $300,000 term loan facility that matured on April 11, 2015. Borrowings under the Bridge Facility bore interest, at the Company’s option, at a floating rate equal to the LIBOR Rate or the Base Rate (each as defined in the Bridge Facility), plus an applicable margin. The applicable margin for LIBOR Rate term loans and Base Rate term loans was 1.50% and 0.50%, respectively. The Bridge Facility was secured by a first priority interest in all of the capital stock of Holdco owned by the Company and contained customary covenants and events or default.
In connection with its repayment of the Bridge Facility, the Company wrote off $2,240 of deferred financing costs.
On May 7, 2007, the Borrower amended the 2007 Credit Facility pursuant to a First Amendment (the “First Amendment”). The First Amendment provided for a $275,000 incremental increase in the term loan
105
GATEHOUSE MEDIA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except share data)
(9) Long-Term Debt and Short-Term Note Payable – (continued)
available under the 2007 Credit Facility pursuant to an Incemental Term Facility. The $275,000 incremental term loan facility matures in August 2014. Pursuant to the First Amendment, the applicable margin for the initial $670,000 term loan facility under the 2007 Credit Facility was increased to 2.00% for LIBOR Rate term loans and 1.00% for Alternate Base Rate term loans, which margin is not adjustable based upon Borrower’s credit rating. Interest on the incremental term loan portion of the 2007 Credit Facility accrues, at the option of the Borrower, at a rate equal to the LIBOR Rate or the Alternate Base Rate, plus an applicable margin. The applicable margin for LIBOR Rate incremental term loans and Alternate Base Rate incremental term loans is (i) 2.00% and 1.00%, respectively, if the corporate family ratings and corporate credit ratings of Operating by Moody’s Investor Service Inc. and Standard & Poor’s Rating Services, are at least B1 and B+, respectively, in each case with stable outlook, or (ii) 2.25% and 1.75% otherwise. The First Amendment also provides that term loans under the 2007 Credit Facility are also subject to a “most favored nation” interest provision that (i) increases the interest rate margin to a rate that is 0.25% less than the highest margin of any future incremental term loan borrowings under the 2007 Credit Facility and (ii) provides that after any such increase, no reductions in the margin based on credit ratings will be permitted. Any voluntary or mandatory repayment of the First Amendment term loans made with the proceeds of a new term loan entered into for the primary purpose of benefiting from a margin that is less than the margin applicable as a result of the First Amendment are subject to a 1.00% prepayment premium.
As of December 31, 2007, a total of $670,000, $250,000, $275,000 and $11,000 was outstanding under the term loan facility, the delayed draw term loan, the incremental term loan facility and the revolving credit facility portions of the 2007 Credit Facility, respectively. As of December 31, 2007, the Company had availability under the revolving Credit Facility of approximately $23,800.
In connection with the acquisition of Morris Publishing Group, the Company commited to pay a portion of the purchase price under a $10,000 promissory note. The note is due on November 30, 2008 and bears interest at the rate of 8% per annum, payable on February 28, 2008, May 30, 2008, August 30, 2008, and November 30, 2008.
(10) Derivative Instruments
The Company uses certain derivative financial instruments to hedge the aggregate risk of interest rate fluctuations with respect to its long-term debt, which requires payments based on a variable interest rate index. These risks include: increases in debt rates above the earnings of the encumbered assets, increases in debt rates resulting in the failure of certain debt ratio covenants, increases in debt rates such that assets can no longer be refinanced, and earnings volatility.
In order to reduce such risks, the Company primarily uses interest rate swap agreements to change floating-rate long term debt to fixed-rate long-term debt. This type of hedge is intended to qualify as a “cash-flow hedge” under SFAS No. 133. For these instruments, the effective portion of the change in the fair value of the derivative is recorded in accumulated other comprehensive income in the Statement of Stockholders’ Equity (Deficit) and recognized in the Statement of Operations in the same period in which the hedged transaction impacts earnings. The ineffective portion of the change in the fair value of the derivative is immediately recognized in earnings.
On June 23, 2005, the Company entered into and designated an interest rate swap based on a notional amount of $300,000 maturing June 2012 as a cash flow hedge. Under the swap agreement, the Company receives interest equivalent to one month LIBOR and pays a fixed rate of 4.135%, with settlements occurring monthly. At December 31, 2005, the hedge was deemed ineffective, and accordingly, the fair value of the derivative was recognized through current earnings. As of December 31, 2005, the total change in the fair value of the derivative recognized in current period earnings was a gain of $10,807. For the period from January 1, 2006 through February 19, 2006, the hedge was deemed ineffective and, as a result, the change in
106
GATEHOUSE MEDIA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except share data)
(10) Derivative Instruments – (continued)
the fair value of the derivative of $2,605 was recognized through earnings. On February 20, 2006, the Company redesignated the same interest rate swap as a cash flow hedge for accounting purposes. The fair value of the swap decreased by $1,082, net, of which $(1,472) was recognized through earnings and a $234 increase in fair value net of income taxes of $156 was recognized through accumulated other comprehensive income. At December 31, 2006, the swap no longer qualified as an effective hedge. Therefore, the balance in accumulated other comprehensive income will be reclassified into earnings over the life of the hedged item. On January 1, 2007, the Company redesignated the same interest rate swap as a cash flow hedge for accounting purposes. During the year ended December 31, 2007, the fair value of the swap decreased by $14,276, net, of which $1,758 was recognized through earnings and a $7,618 decrease in fair value net of income taxes of $4,900 was recognized through accumulated other comprehensive income. During the year ended December 31, 2007, $41 net of taxes of $27 was amortized and recognized through earnings relating to the balance in accumulated other comprehensive income as of December 31, 2006. The estimated amount to be reclassified into earnings during the next twelve months is $68.
In connection with the 2006 Financing, the Company entered into and designated an interest rate swap based on a notional amount of $270,000 maturing July 2011 as a cash flow hedge. Under the swap agreement, the Company receives interest equivalent to one month LIBOR and pays a fixed rate of 5.359%, with settlements occurring monthly. On December 31, 2006, the swap was dedesignated and was redesignated on January 1, 2007. Therefore, the balance in accumulated other comprehensive income will be reclassified into earnings over the life of the hedged item. During the year ended December 31, 2007, the effective portion of the decrease in fair value of the swap of $5,695 net of income taxes of $3,664 was recognized through accumulated other comprehensive income. During the year ended December 31, 2007, $240 net of taxes of $160 was amortized and recognized through earnings relating to the balance in accumulated other comprehensive income as of December 31, 2006. The estimated amount to be reclassified into earnings during the next twelve months is $1,275.
In connection with the 2007 Credit Facility, the Company entered into and designated an interest rate swap based on a notional amount of $100,000 maturing September 2014, as a cash flow hedge. Under the swap agreement, the Company receives interest equivalent to one-month LIBOR and pays a fixed rate of 5.14%, with settlements occurring monthly. During the year ended December 31, 2007, the fair value of the swap decreased by $5,206, net, of which $32 was recognized through earnings and a $3,148 decrease in fair value net of income taxes of $2,026, was recognized through accumulated other comprehensive income.
In connection with the 2007 Credit Facility, the Company entered into and designated an interest rate swap based on a notional amount of $250,000 maturing September 2014, as a cash flow hedge. Under the swap agreement, the Company receives interest equivalent to one-month LIBOR and pays a fixed rate of 4.971%, with settlements occurring monthly. During the year ended December 31, 2007, the fair value of the swap decreased by $10,520, net, of which $88 was recognized through earnings and a $6,348 decrease in fair value, net of income taxes of $4,084, was recognized through accumulated other comprehensive income.
In connection with the First Amendment to the 2007 Credit Facility, the Company entered into and designated an interest rate swap based on a notional amount of $200,000 maturing September 2014, as a cash flow hedge. Under the swap agreement, the Company receives interest equivalent to one-month LIBOR and pays a fixed rate of 5.079% with settlements occurring monthly. During the year ended December 31, 2007, the fair value of the swap decreased by $9,692, net, of which $131 was recognized through earnings and a $5,818 decrease in fair value, net of income taxes of $3,743 was recognized through accumulated other comprehensive income.
During September, 2007, the Company entered into and designated an interest rate swap based on a notional amount of $75,000 maturing September 2014, as a cash flow hedge. Under the swap agreement, the Company receives interest equivalent to one-month LIBOR and pays a fixed rate of 4.941% with settlements
107
GATEHOUSE MEDIA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except share data)
(10) Derivative Instruments – (continued)
occurring monthly. During the year ended December 31, 2007, the fair value of the swap decreased by $3,020, net, of which $38 was recognized through earnings and a $1,815 decrease in fair value, net of income taxes of $1,167 was recognized through accumulated other comprehensive income.
A valuation allowance was recognized during the fourth quarter of 2007 to offset the additional deferred tax assets established as a result of the change in fair value of the swap instruments in the amount of $18,521 for a net tax effect of $930.
(11) Capital Stock
On October 5, 2006, the Company’s Board of Directors approved a 100-for-1 split of common stock which was effected prior to the IPO. The Board of Directors also approved the amendment to the Certificate of Incorporation of the Company to increase the authorized shares of common stock and preferred stock to 150,000,000 and 50,000,000, respectively, prior to the IPO. All share and per share data have been retroactively restated to reflect the split and increase in authorized shares.
(12) Preferred Stock
As of December 31, 2005, GateHouse had the authority to issue up to 23,905,000 shares of capital stock, of which 21,250,000 shares were designated as preferred stock, par value $0.01 per share, and 2,655,000 shares were designated as common stock, par value $0.01 per share.
On February 28, 2005, GateHouse entered into Securities Exchange Agreements with each of GEI II and GEI III (together, “Green Equity”). In connection with the Securities Exchange Agreements, the parties exchanged the following securities on February 28, 2005:
Debenture Exchange. Green Equity exchanged (1) (a) $69,200 in aggregate principal amount of GateHouse’s 11 5/8% Senior Discount Debentures due 2009, plus accrued and unpaid interest thereon to February 27, 2005 of $603, and (ii) $17,547 in aggregate principal amount of GateHouse’s 11 5/8% Senior Debentures due 2009, plus accrued and unpaid interest thereon to February 27, 2005 of $153, for (2) $87,503 in aggregate principal amount of GateHouse’s 11 5/8% Senior Debentures due 2013 (the New Senior Debentures). The terms of the New Senior Debentures are described below.
Preferred Stock Exchange. Green Equity exchanged (1) 4,521,022 shares of GateHouse’s Series A 14¾% Senior Redeemable Exchangeable Cumulative Preferred Stock, liquidation value $25 per share (the Series A Senior Preferred Stock), plus accumulated and unpaid dividends thereon to February 27, 2005, of $1,250, for (2) an aggregate of 114,277 shares of GateHouse’s Series B-1 14¾% Senior Redeemable Cumulative Preferred Stock, with an initial liquidation value of $1,000 per share (the Series B-1 Senior Preferred Stock). The terms of the Series B-1 Senior Preferred Stock are described below.
The Company accounted for the debenture exchange and the preferred stock exchange in accordance with Emerging Issues Task Force Issue No. 96-19, Debtor’s Accounting for a Modification or Exchange of Debt Instruments and SFAS No. 150, Accounting for Certain Financial Instruments with Characteristics of Both Liabilities and Equity. The Company determined that the debt was not considered to be substantially modified, and accordingly, the Company did not recognize a gain or loss on either exchange.
On February 28, 2005, upon consummation of the preferred stock exchange and satisfaction and discharge of the SDD Indenture, GateHouse irrevocably called for redemption all of the outstanding shares of Series A Senior Preferred Stock in accordance with the Certificate of Designations for the Series A Senior Preferred Stock. The initial draw down under the 2005 Credit Facility included an amount sufficient to pay the redemption price for the Series A Senior Preferred Stock.
On March 15, 2005, GateHouse redeemed in full all of the outstanding shares of the Series A Senior Preferred Stock in accordance with the Certificate of Designations for the Series A Senior Preferred Stock.
108
GATEHOUSE MEDIA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except share data)
(12) Preferred Stock – (continued)
The redemption price consisted of 100% of the liquidation preference per share, plus accumulated and unpaid dividends per share to March 15, 2005, collectively, of $11,361.
On February 25, 2005, in connection with the 2005 Credit Facility and related transactions, the Board of Directors of GateHouse (the “Board”) approved, and the requisite stockholders consented to, the third amendment to GateHouse’s Amended and Restated Certificate of Incorporation (the “Third Amendment”). On February 25, 2005, the Third Amendment was filed with the Secretary of State of the State of Delaware. The Third Amendment (i) amended the Certificate of Designations of the Series A Senior Preferred Stock to permit the Preferred Exchange, (ii) decreased the number of authorized shares of Series A Senior Preferred Stock from 21,000,000 shares to 20,500,000 shares, and (iii) amended the Certificate of Designations of the Series B 10% Junior Redeemable Cumulative Preferred Stock to duplicate, as applicable, the terms set forth in the Certificate of Designations of the Series B-1 Senior Preferred Stock.
On February 25, 2005, in connection with the 2005 Credit Facility and related transactions, the Board authorized, and the requisite stockholders consented to, creating a new series of preferred stock, the Series B-1 Senior Preferred Stock.
The Series B-1 Senior Preferred Stock was required to be redeemed by GateHouse in February 2013. The shares of Series B-1 Senior Preferred Stock were also subject to redemption, at the option of GateHouse, in whole or in part, at any time at a price equal to 100% of the liquidation preference, plus accumulated and unpaid dividends thereon to the redemption date. Upon a Change of Control (as defined therein), and subject to certain conditions, GateHouse must make an offer to repurchase all of the Series A Senior Preferred Stock at a price of 100% of the liquidation preference, plus accumulated and unpaid dividends thereon to the repurchase date.
On May 15, 2003, the FASB issued SFAS No. 150, Accounting for Certain Financial Instruments with Characteristics of Both Liabilities and Equity. SFAS No. 150 requires issuers to classify as liabilities (or assets in some circumstance) three classes of freestanding financial instruments that embody obligations for the issuer. For public companies, SFAS No. 150 was effective for financial instruments entered into or modified after May 31, 2003. The Company adopted the provisions of SFAS No. 150 on July 1, 2003, as a public company. Accordingly, dividends on the Company’s mandatorily redeemable preferred stock for the period from January 1, 2005 to June 5, 2005, in the amount of $13,484 have been included in the consolidated statements of operations as additional interest expense.
As of December 31, 2007 and 2006, no preferred stock was issued or outstanding.
109
GATEHOUSE MEDIA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except share data)
(13) Income Taxes
Income tax expense (benefit) for the periods shown below consisted of:
|
|
|
|
|||||||||
| Current | Deferred | Total | ||||||||||
| Year ended December 31, 2007 (Successor): |
||||||||||||
| U.S. Federal | $ | — | $ | (25,879 | ) | $ | (25,879 | ) | ||||
| State and local | 962 | (6,275 | ) | (5,313 | ) | |||||||
| $ | 962 | $ | (32,154 | ) | $ | (31,192 | ) | |||||
| Year ended December 31, 2006 (Successor): |
||||||||||||
| U.S. Federal | $ | — | $ | (1,495 | ) | $ | (1,495 | ) | ||||
| State and local | 175 | (1,953 | ) | (1,778 | ) | |||||||
| $ | 175 | $ | (3,448 | ) | $ | (3,273 | ) | |||||
| Period from June 6, 2005 to December 31, 2005 (Successor): |
||||||||||||
| U.S. Federal | $ | — | $ | 5,331 | $ | 5,331 | ||||||
| State and local | 151 | 1,568 | 1,719 | |||||||||
| $ | 151 | $ | 6,899 | $ | 7,050 | |||||||
| Period from January 1, 2005 to June 5, 2005 (Predecessor): |
||||||||||||
| U.S. Federal | $ | — | $ | (2,720 | ) | $ | (2,720 | ) | ||||
| State and local | 493 | (800 | ) | (307 | ) | |||||||
| $ | 493 | $ | (3,520 | ) | $ | (3,027 | ) | |||||
Income tax expense (benefit) differed from the amounts computed by applying the U.S. federal income tax rate of 34% to income (loss) from continuing operations before income taxes as a result of the following:
|
|
|
|
|
||||||||||||
| Year Ended December 31, 2007 |
Year Ended December 31, 2006 |
Period from June 6, 2005 to December 31, 2005 |
Period from January 1, 2005 to June 5, 2005 |
|||||||||||||
| (Successor) | (Successor) | (Successor) | (Predecessor) | |||||||||||||
| Computed “expected” tax expense (benefit) | $ | (89,814 | ) | $ | (1,648 | ) | $ | 5,649 | $ | (9,472 | ) | |||||
| Increase (decrease) in income taxes resulting from: |
||||||||||||||||
| State and local income taxes, net of federal benefit | (5,425 | ) | (141 | ) | 1,134 | (203 | ) | |||||||||
| Change in effective state tax rate | — | (1,556 | ) | — | — | |||||||||||
| Nondeductible meals and entertainment | 92 | 72 | 17 | 12 | ||||||||||||
| Nondeductible interest | — | — | — | 4,726 | ||||||||||||
| Nondeductible Merger costs | — | — | — | 1,958 | ||||||||||||
| Return to provision adjustment | (1,399 | ) | — | — | — | |||||||||||
| Impairment of Non-Deductible Goodwill | 24,676 | — | — | |||||||||||||
| Change in valuation allowance | 39,775 | — | 280 | — | ||||||||||||
| Increase to provision for unrecognized tax benefits | 897 | — | — | — | ||||||||||||
| Other | 6 | — | (30 | ) | (48 | ) | ||||||||||
| $ | (31,192 | ) | $ | (3,273 | ) | $ | 7,050 | $ | (3,027 | ) | ||||||
During the year ended December 31, 2007, income tax expense related to discontinued operations was $849.
110
GATEHOUSE MEDIA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except share data)
(13) Income Taxes – (continued)
The tax effects of temporary differences that give rise to significant portions of the deferred tax assets and liabilities as of December 31, 2007 and 2006 are presented below:
|
|
|
||||||
| December 31, | ||||||||
| 2007 | 2006 | |||||||
| Deferred tax assets: |
||||||||
| Accounts receivable, principally due to allowance for doubtful accounts | $ | 1,517 | $ | 936 | ||||
| Accrued expenses | 9,854 | 4,214 | ||||||
| Derivative instrument | 17,926 | — | ||||||
| Pension and other postretirement benefit obligation | 4,425 | 5,554 | ||||||
| Net operating losses | 76,827 | 53,117 | ||||||
| Gross deferred tax assets | 110,549 | 63,821 | ||||||
| Less valuation allowance | (65,421 | ) | (1,100 | ) | ||||
| Net deferred tax assets | 45,128 | 62,721 | ||||||
| Deferred tax liabilities: |
||||||||
| Deferred gain from securities transactions | — | 2,456 | ||||||
| Long-lived and intangible assets, principally due to differences in depreciation and amortization |
66,565 | 92,078 | ||||||
| Gross deferred tax liabilities | 66,565 | 94,534 | ||||||
| Net deferred tax liability | $ | 21,437 | $ | 31,813 | ||||
In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. In assessing the realizability of the Company’s deferred tax assets, which are principally net operating loss carryforwards, management considers the reversal of deferred tax liabilities which are scheduled to reverse during the carryforward period and tax planning strategies.
During the period from June 6, 2005 to December 31, 2005, the valuation allowance increased by $32,180, of which $280 was charged to earnings and $31,900 was recorded as an increase to goodwill, related to the Merger. During the year ended December 31, 2006, the valuation allowance of $32,430 was reduced to $1,100 with a corresponding adjustment to goodwill, primarily as a result of the Enterprise NewsMedia, LLC acquisition. During the year ended December 31, 2007, the valuation allowance increased by $64,321, of which $45,800 was charged to earnings, and $18,521 was recorded through accumulated other comprehensive income.
At December 31, 2007, the Company has net operating loss carryforwards for Federal and state income tax purposes of approximately $200,220, which are available to offset future taxable income, if any. These Federal and state net operating loss carryforwards begin to expire on various dates from 2018 through 2027. A portion of these net operating losses are subject to the limitations of Internal Revenue Code Section 382. This section provides limitations on the availability of net operating losses to offset current taxable income if significant ownership changes have occurred for Federal tax purposes.
The Company revised its consolidated financial statements for the year ended December 31, 2006 due to a purchase accounting tax adjustment identified in the current year. The Company overstated both its deferred tax liability and goodwill balances as of December 31, 2006 primarily related to deferred taxes being calculated on tax deductible goodwill as part of the Merger. The result was a decrease of previously reported deferred tax liabilities and goodwill of approximately $36,226 as of December 31, 2006. This adjustment relates entirely to acquisition deferred taxes and, as such, there is no impact on previously reported income tax expense or net income.
111
GATEHOUSE MEDIA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except share data)
(13) Income Taxes – (continued)
As discussed in Note 1, the Company adopted the provisions of FIN 48 as of January 1, 2007. The cumulative effect of adopting FIN 48 had no effect on the Company’s retained earnings. The total amount of unrecognized tax benefits as of the date of adoption was $3,621 million. At December 31, 2007, the Company had unrecognized tax benefits of $4,518 of which $897, if recognized, would impact the effective tax rate. The remaining amount of $3,621 would impact goodwill from previous acquisitions. The Company did not record significant amounts of interest and penalties related to unrecognized tax benefits in 2007.
A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows (in thousands):
|
|
|||
| Balance as of January 1, 2007 | $ | — | ||
| Increases based on adoption of FIN 48 | 3,621 | |||
| Increases based on tax positions prior to 2007 | 830 | |||
| Increases based on tax positions in 2007 | 67 | |||
| Unrecognized tax benefits as of December 31, 2007 | $ | 4,518 | ||
The Company does not anticipate significant increases or decreases in our uncertain tax positions within the next twelve months. The Company recognizes penalties and interest relating to uncertain tax positions in the provision for income taxes.
The Company files a U.S. federal consolidated income tax return for which the statute of limitations remains open for the 2004 tax year and beyond. U.S. state jurisdictions have statute of limitations generally ranging from 3 to 6 years. Currently, we do not have any returns under examination.
(14) Earnings (Loss) Per Share
The following table sets forth the computation of basic and diluted earnings (loss) per share (EPS):
|
|
|
|
|
||||||||||||
| Year Ended December 31, 2007 |
Year Ended December 31, 2006 |
Period from June 6, 2005 to December 31, 2005 |
Period from January 1, 2005 to June 5, 2005 |
|||||||||||||
| (Successor) | (Successor) | (Successor) | (Predecessor) | |||||||||||||
| Numerator for earnings per share calculation: |
||||||||||||||||
| Income (loss) from continuing operations | $ | (232,968 | ) | $ | (1,574 | ) | $ | 9,565 | $ | (24,831 | ) | |||||
| Income from discontinued operations, net of income taxes | 1,544 | — | — | — | ||||||||||||
| Net income (loss) | $ | (231,424 | ) | $ | (1,574 | ) | $ | 9,565 | $ | (24,831 | ) | |||||
| Denominator for earnings per share calculation: |
||||||||||||||||
| Basic weighted average shares outstanding | 46,403,965 | 25,087,535 | 22,197,500 | 215,883,300 | ||||||||||||
| Dilutive securities, including restricted share grants | — | — | 246,538 | — | ||||||||||||
| Diluted weighted average shares outstanding | 46,403,965 | 25,087,535 | 22,444,038 | 215,883,300 | ||||||||||||
| Income (loss) per share – basic: |
||||||||||||||||
| Income (loss) from continuing operations | $ | (5.02 | ) | $ | (0.06 | ) | $ | 0.43 | $ | (0.12 | ) | |||||
| Income from discontinued operations, net of taxes | 0.03 | — | — | — | ||||||||||||
| Net income (loss) | $ | (4.99 | ) | $ | (0.06 | ) | $ | 0.43 | $ | (0.12 | ) | |||||
| Income (loss) per share – diluted: |
||||||||||||||||
| Income (loss) from continuing operations | $ | (5.02 | ) | $ | (0.06 | ) | $ | 0.43 | $ | (0.12 | ) | |||||
| Income from discontinued operations, net of taxes | 0.03 | — | — | — | ||||||||||||
| Net income (loss) | $ | (4.99 | ) | $ | (0.06 | ) | $ | 0.43 | $ | (0.12 | ) | |||||
112
GATEHOUSE MEDIA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except share data)
(14) Earnings (Loss) Per Share – (continued)
During the years ended December 31, 2007 and 2006, the antidilutive RSGs that were excluded from the computation of diluted loss per share because their effect would have been antidilutive were 1,035,480 and 1,051,763, respectively.
(15) Employee Benefit Plans
The Company maintains certain benefit plans for its employees.
The Company maintains a GateHouse Media, Inc. defined contribution plan designed to conform to IRS rules for 401(k) plans for all of its employees satisfying minimum service requirements as set forth under the plan. The plan allows for a matching contribution at the discretion of the Company. Employees can contribute amounts up to 100% of their eligible gross wages to the plan, subject to IRS limitations. The Company’s match ranges from 50% to 100% of a specified portion of employee contributions, which specified portion ranges from 1% to 6% of eligible gross wages. During the years ended December 31, 2007 and 2006, when the Company did not offer a matching contribution across the entire Company, the Company’s matching contributions to the plan were $1,264 and $176, respectively. The Company did not provide a matching contribution during the year ended December 31, 2005.
The Company maintains three nonqualified deferred compensation plans, as described below, for certain of its employees.
The Company maintains the GateHouse Media, Inc. Publishers’ Deferred Compensation Plan (“Publishers Plan”), a nonqualified deferred compensation plan for the benefit of certain designated publishers of the Company’s newspapers. Under the Publishers Plan, the Company credits an amount to a bookkeeping account established for each participating publisher pursuant to a pre-determined formula, which is based upon the gross operating profits of each such publisher’s newspaper. The bookkeeping account is credited with earnings and losses based upon the investment choices selected by the participant. The amounts credited to the bookkeeping account on behalf of each participating publisher vest on an installment basis over a period of 15 years. A participating publisher forfeits all amounts under the Publishers Plan in the event that the publisher’s employment with the Company is terminated for “cause”, as defined in the Publishers Plan. Amounts credited to a participating publisher’s bookkeeping account are distributable upon termination of the publisher’s employment with the Company and will be made in a lump sum or installments as elected by the publisher. The Company recorded $0, $0, $70 and $98 of compensation expense related to the Publishers Plan for the years ended December 31, 2007 and 2006, the period from June 6, 2005 to December 31, 2005 and the period from January 1, 2005 to June 5, 2005, respectively. The Publisher’s Plan was frozen effective as of December 31, 2006, and all accrued benefits of participants under the terms of the Publisher’s Plan became 100% vested.
The Company maintains the GateHouse Media, Inc. Executive Benefit Plan (“Executive Benefit Plan”), a nonqualified deferred compensation plan for the benefit of certain key employees of the Company. Under the Executive Benefit Plan, the Company credits an amount, determined at the Company’s sole discretion, to a bookkeeping account established for each participating key employee. The bookkeeping account is credited with earnings and losses based upon the investment choices selected by the participant. The amounts credited to the bookkeeping account on behalf of each participating key employee vest on an installment basis over a period of 5 years. A participating key employee forfeits all amounts under the Executive Benefit Plan in the event that the key employee’s employment with the Company is terminated for “cause”, as defined in the Executive Benefit Plan. Amounts credited to a participating key employee’s bookkeeping account are distributable upon termination of the key employee’s employment with the Company, and will be made in a lump sum or installments as elected by the key employee. The Company recorded $0, $0, $21 and $29 of compensation expense related to the Executive Benefit Plan for the years ended December 31, 2007 and 2006, the period from June 6, 2005 to December 31, 2005 and the period from January 1, 2005 to June 5, 2005, respectively.
113
GATEHOUSE MEDIA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except share data)
(15) Employee Benefit Plans – (continued)
The Executive Benefit Plan was frozen effective as of December 31, 2006, and all accrued benefits of participants under the terms of the Executive Benefit Plan became 100% vested.
The Company maintains the GateHouse Media, Inc. Executive Deferral Plan (“Executive Deferral Plan”), a nonqualified deferred compensation plan for the benefit of certain key employees of the Company. Under the Executive Deferral Plan, eligible key employees may elect to defer a portion of their compensation for payment at a later date. Currently, the Executive Deferral Plan allows a participating key employee to defer up to 100% of his or her annual compensation until termination of employment or such earlier period as elected by the participating key employee. Amounts deferred are credited to a bookkeeping account established by the Company for this purpose. The bookkeeping account is credited with earnings and losses based upon the investment choices selected by the participant. Amounts deferred under the Executive Deferral Plan are fully vested and non-forfeitable. The amounts in the bookkeeping account are payable to the key employee at the time and in the manner elected by the key employee.
(16) Pension and Postretirement Benefits
As a result of the acquisition of Enterprise News Media, LLC, the Company maintains a pension plan and a postretirement medical and life insurance plan which cover certain employees. The Company uses the accrued benefit actuarial method and best estimate assumptions to determine pension costs, liabilities and other pension information for defined benefit plans.
The following provides information on the pension plan and postretirement medical and life insurance plan as of December 31, 2007 and 2006, for the year ended December 31, 2007 and for the period from June 6, 2006 to December 31, 2006.
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| Pension | Postretirement | Pension | Postretirement | |||||||||||||
| Year Ended December 31, 2007 |
Year Ended December 31, 2007 |
Period from June 6, 2006 to December 31, 2006 |
Period from June 6, 2006 to December 31, 2006 |
|||||||||||||
| Change in projected benefit obligation: |
||||||||||||||||
| Benefit obligation at beginning of period | $ | 21,102 | $ | 9,697 | $ | 20,243 | $ | 9,123 | ||||||||
| Service cost | 548 | 371 | 363 | 220 | ||||||||||||
| Interest cost | 1,286 | 570 | 702 | 278 | ||||||||||||
| Actuarial (gain) loss | (786 | ) | (1,291 | ) | 568 | 212 | ||||||||||
| Benefits and expenses paid | (1,396 | ) | (260 | ) | (774 | ) | (136 | ) | ||||||||
| Projected benefit obligation at end of period | $ | 20,754 | $ | 9,087 | $ | 21,102 | $ | 9,697 | ||||||||
| Change in plan assets: |
||||||||||||||||
| Fair value of plan assets at beginning of period | $ | 16,723 | $ | — | $ | 15,952 | $ | — | ||||||||
| Actual return on plan assets | 1,449 | — | 1,545 | — | ||||||||||||
| Employer contributions | 653 | 260 | — | 136 | ||||||||||||
| Benefits paid | (1,202 | ) | (260 | ) | (675 | ) | (136 | ) | ||||||||
| Expenses paid | (194 | ) | — | (99 | ) | (—) | ||||||||||
| Fair value of plan assets at end of period | $ | 17,429 | $ | — | $ | 16,723 | $ | — | ||||||||
| Reconciliation of funded status: |
||||||||||||||||
| Benefit obligation at end of period | $ | (20,754 | ) | $ | (9,087 | ) | $ | (21,102 | ) | $ | (9,697 | ) | ||||
| Fair value of assets at end of period | 17,429 | — | 16,723 | — | ||||||||||||
| Funded status | (3,325 | ) | (9,087 | ) | (4,379 | ) | (9,697 | ) | ||||||||
| Unrecognized actuarial (gain) loss | (1,443 | ) | (441 | ) | (360 | ) | 850 | |||||||||
| Net accrued benefit cost | $ | (4,768 | ) | $ | (9,528 | ) | $ | (4,739 | ) | $ | (8,847) | |||||
114
GATEHOUSE MEDIA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except share data)
(16) Pension and Postretirement Benefits – (continued)
|
|
|
|
|
||||||||||||
| Pension | Postretirement | Pension | Postretirement | |||||||||||||
| Year Ended December 31, 2007 |
Year Ended December 31, 2007 |
Period from June 6, 2006 to December 31, 2006 |
Period from June 6, 2006 to December 31, 2006 |
|||||||||||||
| Balance sheet presentation: |
||||||||||||||||
| Accrued liabilities | $ | — | $ | 405 | $ | — | $ | 311 | ||||||||
| Pension and other postretirement benefit obligations | 3,325 | 8,682 | 4,379 | 9,386 | ||||||||||||
| Accumulated other comprehensive income | 875 | 276 | 217 | (510 | ) | |||||||||||
| Deferred taxes | 568 | 165 | 143 | (340 | ) | |||||||||||
| Net accrued benefit cost | $ | 4,768 | $ | 9,528 | $ | 4,739 | $ | 8,847 | ||||||||
| Components of net periodic benefit cost: |
||||||||||||||||
| Service cost | $ | 548 | $ | 371 | $ | 363 | $ | 220 | ||||||||
| Interest cost | 1,286 | 570 | 702 | 278 | ||||||||||||
| Expected return on plan assets | (1,438 | ) | — | (788 | ) | — | ||||||||||
| Amortization of prior service cost | — | — | — | — | ||||||||||||
| Amortization of unrecognized loss | — | — | — | (23 | ) | |||||||||||
| Special termination benefits | 288 | — | 133 | — | ||||||||||||
| Net periodic benefit cost | $ | 684 | $ | 941 | $ | 410 | $ | 475 | ||||||||
| Comparison of obligations to plan assets: |
||||||||||||||||
| Projected benefit obligation | $ | 20,754 | $ | 9,087 | $ | 21,102 | $ | 9,697 | ||||||||
| Accumulated benefit obligation | 19,964 | 9,087 | 19,517 | 9,697 | ||||||||||||
| Fair value of plan assets | 17,429 | — | 16,723 | — | ||||||||||||
The incremental effect of applying SFAS No. 158 on individual line items in the consolidated balance sheet as of December 31, 2006 is as follows:
|
|
|
|
|||||||||
| Before Application of SFAS 158 |
Adjustments | After Application of SFAS 158 |
||||||||||
| Current portion of postretirement benefit obligations | $ | — | $ | 311 | $ | 311 | ||||||
| Pension and other postretirement benefit obligations, less current portion |
$ | 13,586 | $ | 179 | $ | 13,765 | ||||||
| Deferred income taxes | $ | 71,132 | $ | (197 | ) | $ | 70,935 | |||||
| Total liabilities | $ | 694,346 | $ | 293 | $ | 694,639 | ||||||
| Accumulated other comprehensive loss | $ | (2,351 | ) | $ | (293 | ) | $ | (2,644 | ) | |||
| Total stockholders’ equity | $ | 473,377 | $ | (293 | ) | $ | 473,084 | |||||
The amounts in accumulated other comprehensive loss that have not yet been recognized as components of net periodic benefit cost as of December 31, 2006 are as follows:
|
|
|
|
|||||||||
| Pension | Postretirement | Total | ||||||||||
| Transition obligation | $ | — | $ | — | $ | — | ||||||
| Prior service cost | — | — | — | |||||||||
| Unrecognized (gain) loss | (217 | ) | 510 | 293 | ||||||||
| Total | $ | (217 | ) | $ | 510 | $ | 293 | |||||
During the period from June 6, 2006 to December 31, 2006, a total of $293, net of income taxes of $197, was recognized in accumulated other comprehensive loss. In addition, no amounts in accumulated other
115
GATEHOUSE MEDIA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except share data)
(16) Pension and Postretirement Benefits – (continued)
comprehensive income are expected to be recognized as components of net periodic benefit cost over the next fiscal year. There are no plan assets that are expected to be returned to the Company during next fiscal year.
The following assumptions were used in connection with the Company’s actuarial valuation of its defined benefit pension and postretirement plans:
|
|
|
|
|
||||||||||||
| Pension | Postretirement | Pension | Postretirement | |||||||||||||
| Year Ended December 31, 2007 |
Year Ended December 31, 2007 |
Period from June 6, 2006 to December 31, 2006 |
Period from June 6, 2006 to December 31, 2006 |
|||||||||||||
| Weighted average discount rate | 6.4 | % | 6.5 | % | 6.0 | % | 6.0 | % | ||||||||
| Rate of increase in future compensation levels | 3.0 | % | — | % | 3.5 | % | — | % | ||||||||
| Expected return on assets | 8.5 | % | — | % | 8.5 | % | — | % | ||||||||
| Current year trend | — | 8.5 | % | — | 8.5 | % | ||||||||||
| Ultimate year trend | — | 5.5 | % | — | 5.5 | % | ||||||||||
| Year of ultimate trend | — | 2012 | — | 2011 | ||||||||||||
The following assumptions were used to calculate the net periodic benefit cost for the Company’s defined benefit pension and post retirement plans:
|
|
|
|
|
||||||||||||
| Pension | Postretirement | Pension | Postretirement | |||||||||||||
| Year Ended December 31, 2007 |
Year Ended December 31, 2007 |
Period from June 6, 2006 to December 31, 2006 |
Period from June 6, 2006 to December 31, 2006 |
|||||||||||||
| Weighted average discount rate | 6.04 | % | 6.0 | % | 6.25 | % | 6.25 | % | ||||||||
| Rate of increase in future compensation levels | 3.5 | % | — | % | 3.5 | % | — | % | ||||||||
| Expected return on assets | 8.5 | % | — | % | 9.0 | % | — | % | ||||||||
| Current year trend | — | 8.5 | % | — | 9.25 | % | ||||||||||
| Ultimate year trend | — | 5.5 | % | — | 5.5 | % | ||||||||||
| Year of ultimate trend | — | 2011 | — | 2011 | ||||||||||||
To determine the expected long-term rate of return on pension plan assets, the Company considers the current and expected asset allocations, as well as historical and expected returns on various categories of plan assets, input from the actuaries and investment consultants, and long-term inflation assumptions. The expected allocation of pension plan assets is based on a diversified portfolio consisting of domestic and international equity securities and fixed income securities. This expected return is then applied to the fair value of plan assets. The Company amortizes experience gains and losses, including the effects of changes in actuarial assumptions and plan provisions over a period equal to the average future service of plan participants.
Amortization of prior service costs was calculated using the straight-line method over the average remaining service periods of the employees expected to receive benefits under the plan.
|
|
|||
| Postretirement | ||||
| Year Ended December 31, 2007 |
||||
| Effect of 1% increase in health care cost trend rates |
||||
| APBO | $ | 10,387 | ||
| Dollar change | $ | 1,299 | ||
| Percent change | 14.30 | % | ||
| Effect of 1% decrease in health care cost trend rates |
||||
| APBO | $ | 8,015 | ||
| Dollar change | $ | (1,072 | ) | |
| Percent change | (11.8 | )% | ||
116
GATEHOUSE MEDIA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except share data)
(16) Pension and Postretirement Benefits – (continued)
The pension plan’s assets by asset category are as follows:
|
|
|
||||||
| Pension | Pension | |||||||
| December 31, 2007 | December 31, 2006 |
|||||||
| Equity funds | 66 | % | 70 | % | ||||
| Debt funds | 30 | % | 30 | % | ||||
| Other | 4 | % | — | |||||
| Total | 100 | % | 100 | % | ||||
Plan fiduciaries of the George W. Prescott Publishing Company LLC Pension Plan set investment policies and strategies for the pension trust. Objectives include preserving the funded status of the plan and balancing risk against return. The general target allocation is 70% in equity funds and 30% in fixed income funds for the plan’s investments. To accomplish this goal, each plan’s assets are actively managed by outside investment managers with the objective of optimizing long-term return while maintaining a high standard of portfolio quality and proper diversification. The Company monitors the maturities of fixed income securities so that there is sufficient liquidity to meet current benefit payment obligations.
The following benefit payments, which reflect expected future services, as appropriate, are expected to be paid as follows:
|
|
|
||||||
| Pension | Postretirement | |||||||
| 2008 | $ | 1,301 | $ | 404 | ||||
| 2009 | 1,325 | 414 | ||||||
| 2010 | 1,321 | 464 | ||||||
| 2011 | 1,333 | 512 | ||||||
| 2012 | 1,388 | 540 | ||||||
| 2013-2017 | 7,667 | 3,514 | ||||||
| Employer contribution expected to be paid during the year ending December 31, 2008 | $ | 1,272 | $ | 404 | ||||
The postretirement plan is not funded.
(17) Stock Compensation Plans
Omnibus Stock Incentive Plan
On October 5, 2006, the Company adopted a new equity incentive plan for its employees, the GateHouse Media, Inc. Omnibus Stock Incentive Plan (the “Plan”) and presented the Plan to the Company’s stockholders’ for approval, which was received on October 6, 2006. The purposes of the Plan are to strengthen the commitment of the Company’s employees, motivate them to faithfully and diligently perform their responsibilities and attract and retain competent and dedicated persons who are essential to the success of the business and whose efforts will result in the Company’s long-term growth and profitability. To accomplish such purposes, the Plan provides for the issuance of stock options, stock appreciation rights, restricted shares, deferred shares, performance shares, unrestricted shares and other stock-based awards.
A total of 2,000,000 shares of the Company’s common stock were initially reserved for issuance under the Plan, provided however, that commencing on the first day of each fiscal year beginning in calendar year 2007, the number of shares reserved and available for issuance will be increased by an amount equal to 100,000. All such shares of the Company’s common stock that are available for the grant of awards under the Plan may be granted as incentive stock options. When Section 162(m) of the Internal Revenue Code (the “Code”) becomes applicable, the maximum aggregate number of shares that will be subject to stock options
117
GATEHOUSE MEDIA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except share data)
(17) Stock Compensation Plans – (continued)
or stock appreciation rights that may be granted to any individual during any fiscal year will be 400,000 and the maximum aggregate number of shares that will be subject to awards of restricted stock, deferred shares, unrestricted shares or other stock-based awards that may be granted to any individual during any fiscal year will be 400,000.
The Plan was initially administered by the Company’s board of directors, although it may be administered by either the board of directors or any committee of the board of directors including a committee that complies with the applicable requirements of Section 162(m) of the Code, Section 16 of the Exchange Act and any other applicable legal or stock exchange listing requirements. On October 5, 2006, the Company’s board of directors authorized the Compensation Committee of the board of directors to administer the Plan.
Except as otherwise provided by the Plan administrator, on the first business day after the Company’s annual meeting of stockholders and each such annual meeting thereafter during the term of the Plan, each of the Company’s independent directors who is serving following such annual meeting will automatically be granted under the Plan a number of unrestricted shares of common stock having a fair market value of $15 as of the date of grant; however, those of the Company’s independent directors who were granted restricted common stock upon the consummation of the IPO will not be eligible to receive these automatic annual grants.
The terms of the Plan provide that the board of directors may amend, alter or discontinue the Plan, but no such action may impair the rights of any participant with respect to outstanding awards without the participant’s consent. The Plan administrator, however, reserves the right to amend, modify, or supplement an award to either bring it into compliance with Section 409A of the Code, or to cause the award to not be subject to such section. Unless the board of directors determines otherwise, stockholder approval of any such action will be obtained if required to comply with applicable law. The Plan will terminate on October 5, 2016.
As of December 31, 2007 and 2006, a total of 281,980 and 268,263 RSGs were outstanding under the Plan.
Stock Option Plan
In February 1999, the Company adopted the Option Plan under which certain employees may be granted the right to purchase shares of common stock. Pursuant to the Option Plan, GateHouse has granted incentive stock options and two types of nonqualified stock options, one type for publishers and the other type for corporate employees. Stock options may be exercised only to the extent they have vested in accordance with the provisions described in the individual option award agreements. Generally, options vest under the incentive stock option awards on the first anniversary of the grant date. Generally, under the nonqualified stock option awards for publishers, options vest with respect to 50% of the shares on the third anniversary of the grant date and with respect to the remaining 50% on the eighth anniversary of the grant date. However, the vesting period for the remaining 50% may be accelerated if certain financial targets are met. Generally, options vest under the nonqualified stock option awards for corporate employees on the third anniversary of the grant date. In conjunction with the Merger, each outstanding option under the Option Plan was cancelled for cash consideration per share equal to the difference between the conversion amount of $0.10 per share or an aggregate amount of $93. In June 2006, the Option Plan was terminated.
Stock option activity for the periods indicated is as follows:
|
|
|
||||||
| Shares | Weighted- Average Exercise Price |
|||||||
| Outstanding on December 31, 2004 (Predecessor) | 2,467,500 | $ | 0.06 | |||||
| Canceled as of June 5, 2005 | (2,467,500 | ) | 0.06 | |||||
| Outstanding at December 31, 2005 (Successor) | — | |||||||
118
GATEHOUSE MEDIA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except share data)
(18) Assets Held for Sale
As of December 31, 2007 and 2006, the Company intended to dispose of various assets which are classified as held for sale on the consolidated balance sheet in accordance with SFAS No. 144. The following table summarizes the major classes of assets and liabilities held for sale at December 31, 2007 and 2006:
|
|
|
||||||
| December 31, 2007 | December 31, 2006 |
|||||||
| Assets held for sale: |
||||||||
| Accounts receivable, net | $ | 1,314 | $ | — | ||||
| Inventory | 152 | — | ||||||
| Prepaid expenses and other current assets | 74 | — | ||||||
| Total assets held for sale | $ | 1,540 | $ | — | ||||
| Long-term assets held for sale: |
||||||||
| Property, plant and equipment, net | $ | 15,842 | $ | 2,323 | ||||
| Intangible assets | 7,422 | — | ||||||
| Total long-term assets held for sale | $ | 23,264 | $ | 2,323 | ||||
| Liabilities held for sale | $ | 623 | $ | — | ||||
During the years ended December 31, 2007 and 2006, the Company recorded a charge to operations of $1,553 and $917, respectively, related to the impairment of property, plant and equipment and certain intangible assets which were either classified as held for sale as of December 31, 2007 or 2006, or disposed of during the years ended December 31, 2007 or 2006, respectively.
(19) Commitments and Contingencies
The Company becomes involved from time to time in claims and lawsuits incidental to the ordinary course of its business, including such matters as libel, invasion of privacy, intellectual property infringement, wrongful termination actions, and complaints alleging discrimination. In addition, the Company is involved from time to time in governmental and administrative proceedings concerning employment, labor, environmental and other claims. Insurance coverage mitigates potential loss for certain of these matters. Historically, such claims and proceedings have not had a material effect upon the Company’s consolidated results of operations or financial condition. While the Company is unable to predict the ultimate outcome of any currently outstanding legal actions, it is the opinion of the Company’s management that it is a remote possibility that the disposition of these matters would have a material adverse effect upon the Company’s consolidated results of operations, financial condition or cash flow.
As of December 31, 2007, the Company has outstanding letters of credit amounting to $5,188 which reduce the amount of available borrowing capacity under the 2007 Credit Facility.
(20) Related-Party Transactions
The Company paid $768 in management fees to Leonard Green & Partners, L.P. during and the period from January 1, 2005 through June 5, 2005. These costs have been included within integration and reorganization costs and management fees paid to prior owner on the accompanying consolidated statements of operations.
As of December 31, 2007, Fortress Investment Group LLC and its affiliates (“Fortress”) beneficially owned approximately 42.0% of the Company’s outstanding common stock.
In conjunction with the Merger, the Company paid $2,850 to a third party to cancel a hedging agreement entered into by the Parent on the Company’s behalf, which has been reported as a transaction cost in the
119
GATEHOUSE MEDIA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except share data)
(20) Related-Party Transactions – (continued)
successor period from June 6, 2005 to December 31, 2005. As of December 31, 2006 the Company owed Parent $0 for consulting expenses that Parent had paid on the Company’s behalf.
In addition, the Company’s Chairman, Wesley Edens, is also the Chief Executive Officer and Chairman of the board of directors of Fortress Investment Group LLC. The Company does not pay Mr. Edens a salary or any other form of compensation.
Affiliates of Fortress Investment Group LLC own $126,000 of the $1,206,000 2007 Credit Facility as of December 31, 2007. These amounts were purchased on arms’ length terms in secondary market transactions.
During the year ended December 31, 2006, affiliates of Fortress Investment Group LLC purchased $87,000 of the $610,000 first lien facility and $37,000 of the $152,000 second lien facility, both on arms’ length terms in a secondary market transaction. During October 2006, the second lien facility was repaid in full. As of December 31, 2006, affiliates of Fortress Investment Group LLC continued to hold $85,800 of the first lien facility.
On October 24, 2006, the Company entered into an Investor Rights Agreement with Parent, an affiliate of Fortress, our principal and controlling stockholder. The Investor Rights Agreement provides Parent with certain rights with respect to the nomination of directors to the Company’s board of directors as well as registration rights for securities of the Company owned by Fortress Investment Group LLC.
The Investor Rights Agreement requires the Company to take all necessary or desirable action within its control to elect to its board of directors so long as Fortress beneficially owns (i) more than 50% of the voting power of the Company, four directors nominated by FIG Advisors LLC, an affiliate of Fortress Investment Group LLC (“FIG Advisors”), or such other party nominated by Fortress; (ii) between 25% and 50% of the voting power of the Company, three directors nominated by FIG Advisors; (iii) between 10% and 25% of the voting power of the Company, two directors nominated by FIG Advisors; and (iv) between 5% and 10% of the voting power of the Company, one director nominated by FIG Advisors. In the event that any designee of FIG Advisors shall for any reason cease to serve as a member of the board of directors during his term of office, FIG Advisors will be entitled to nominate an individual to fill the resulting vacancy on the board of directors.
Pursuant to the Investor Rights Agreement, the Company has granted Parent, for so long as it or its permitted transferees beneficially own an amount of the Company’s common stock at least equal to 5% or more of the Company’s common stock issued and outstanding immediately after the consummation of its IPO (a “Registrable Amount”), “demand” registration rights that allow Parent at any time after six months following the consummation of its IPO to request that the Company register under the Securities Act of 1933, as amended, an amount equal to or greater than a Registrable Amount. Parent is entitled to an aggregate of four demand registrations. The Company is not required to maintain the effectiveness of the registration statement for more than 60 days. The Company is also not required to effect any demand registration within six months of a “firm commitment” underwritten offering to which the requestor held “piggyback” rights and which included at least 50% of the securities requested by the requestor to be included. The Company is not obligated to grant a request for a demand registration within four months of any other demand registration and may refuse a request for demand registration if, in the Company’s reasonable judgment, it is not feasible for the Company to proceed with the registration because of the unavailability of audited financial statements.
For as long as Parent and its permitted transferees beneficially own an amount of the Company’s common stock at least equal to 1% of the Company’s common stock issued and outstanding immediately after the consummation of its IPO, Parent also has “piggyback” registration rights that allow Parent to include the shares of common stock that Parent and its permitted transferees own in any public offering of equity securities initiated by the Company (other than those public offerings pursuant to registration statements on Forms S-4 or S-8) or by any of the Company’s other stockholders that may have registration rights in the future. The
120
GATEHOUSE MEDIA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except share data)
(20) Related-Party Transactions – (continued)
“piggyback” registration rights of Parent are subject to proportional cutbacks based on the manner of the offering and the identity of the party initiating such offering.
The Company has granted Parent and its permitted transferees for as long as Fortress beneficially owns a Registrable Amount, the right to request shelf registrations on Form S-3, providing for an offering to be made on a continuous basis, subject to a time limit on the Company’s efforts to keep the shelf registration statement continuously effective and the Company’s right to suspend the use of a shelf registration prospectus for a reasonable period of time (not exceeding 60 days in succession or 90 days in the aggregate in any 12-month period) if the Company determines that certain disclosures required by the shelf registration statement would be detrimental to the Company or the Company’s stockholders.
The Company has agreed to indemnify Parent and its permitted transferees against any losses or damages resulting from any untrue statement or omission of material fact in any registration statement or prospectus pursuant to which Parent and its permitted transferees sells shares of the Company’s common stock, unless such liability arose from Parent’s misstatement or omission, and Parent has agreed to indemnify the Company against all losses caused by its misstatements or omissions. The Company will pay all expenses incident to registration and Fortress will pay its respective portions of all underwriting discounts, commissions and transfer taxes relating to the sale of its shares under such a registration statement.
(21) Discontinued Operations
On September 14, 2007, the Company completed its sale of The Herald Dispatch and related publications (initially acquired in the Gannett Co., Inc. acquisition) which are located in Huntington, West Virginia for a purchase price of approximately $77,000.
Additionally, the Company has entered into an agreement to sell eight publications (initially acquired in the Morris Publishing Group acquisition) for a purchase price of approximately $9,300.
The net revenue during the year ended December 31, 2007 for the aforementioned discontinued operations was $8,674. Income before income taxes during the year ended December 31, 2007 for the aforementioned discontinued operations was $2,393. There was no depreciation and amortization expense recorded during the year ended December 31, 2007 for the aforementioned discontinued operations in accordance with GAAP.
(22) Quarterly Results (unaudited)
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||||||||||||
| Quarter Ended March 31 | Quarter Ended June 30 | Quarter Ended September 30 | Quarter Ended December 31 | |||||||||||||
| (Successor) | (Successor) | (Successor) | (Successor) | |||||||||||||
| Year Ended December 31, 2007 |
||||||||||||||||
| Revenues | $ | 94,886 | $ | 158,543 | $ | 163,296 | $ | 172,203 | ||||||||
| Operating income (loss) | 2,037 | 18,422 | 12,526 | (213,684 | ) | |||||||||||
| Loss before income taxes | (8,580 | ) | (4,176 | ) | (14,871 | ) | (236,533 | ) | ||||||||
| Net loss | (6,079 | ) | (1,964 | ) | (8,754 | ) | (214,627 | ) | ||||||||
| Basic loss per share | $ | (0.16 | ) | $ | (0.07 | ) | $ | (0.18 | ) | $ | (3.78 | ) | ||||
| Diluted loss per share | $ | (0.16 | ) | $ | (0.07 | ) | $ | (0.18 | ) | $ | (3.78 | ) | ||||
121
GATEHOUSE MEDIA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except share data)
(22) Quarterly Results (unaudited) – (continued)
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||||||||||||
| Quarter Ended March 31 |
Quarter Ended June 30(a) |
Quarter Ended September 30(a) |
Quarter Ended December 31(a) |
|||||||||||||
| (Successor) | (Successor) | (Successor) | (Successor) | |||||||||||||
| Year Ended December 31, 2006 |
||||||||||||||||
| Revenues | $ | 49,975 | $ | 69,487 | $ | 97,614 | $ | 97,854 | ||||||||
| Operating income | 3,374 | 9,915 | 9,719 | 9,619 | ||||||||||||
| Income (loss) before income taxes | 773 | 1,868 | (4,940 | ) | (2,548 | ) | ||||||||||
| Net income (loss) | 405 | 1,104 | (10,836 | ) | 7,753 | |||||||||||
| Basic income (loss) per share | $ | 0.02 | $ | 0.05 | $ | (0.49 | ) | $ | 0.23 | |||||||
| Diluted income (loss) per share | $ | 0.02 | $ | 0.05 | $ | (0.49 | ) | $ | 0.23 | |||||||
| (a) | Includes the results of operations of CP Media and Enterprise NewsMedia, LLC from the dates of their acquisitions on June 6, 2006. |
The Company concluded during the third quarter of 2006 that it was more likely than not that the Company would not fully realize the benefits of its existing net deferred tax assets. Therefore, the Company recorded income tax expense of approximately $5,570 during third quarter of 2006 to adjust the valuation allowance for net deferred tax assets, including Federal and state net operating loss carryforwards and other deferred tax assets. In the fourth quarter of 2006, the Company updated its estimate of the tax basis of assets and liabilities related to the acquisition of Enterprise NewsMedia, LLC and recorded an income tax benefit of $10,476.
The Company has made certain immaterial adjustments affecting the quarterly results during 2006. These adjustments were primarily to consistently reflect revenues from acquired companies in accordance with the Company’s revenue recognition policy and to reflect vacation expense, interest expense and a loss on the sale of an asset in the proper periods. These adjustments are reflected in the Company’s 2006 quarterly results above as indicated in the following table.
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| Three Months Ended March 31, 2006 | Three Months Ended June 30, 2006 | Three Months Ended September 30, 2006 | ||||||||||||||||||||||||||||||||||
| As Reported | Adjustments | Revised | As Reported | Adjustments | Revised | As Reported | Adjustments | Revised | ||||||||||||||||||||||||||||
| Revenues | $ | 49,975 | $ | — | $ | 49,975 | $ | 69,439 | $ | 48 | $ | 69,487 | $ | 97,508 | $ | 106 | $ | 97,614 | ||||||||||||||||||
| Operating income | 3,670 | (296 | ) | 3,374 | 10,358 | (443 | ) | 9,915 | 8,977 | 742 | 9,719 | |||||||||||||||||||||||||
| Income (loss) before taxes | 1,068 | (295 | ) | 773 | 2,383 | (515 | ) | 1,868 | (5,790 | ) | 850 | (4,940 | ) | |||||||||||||||||||||||
| Net income (loss) | 582 | (177 | ) | 405 | 1,411 | (307 | ) | 1,104 | (11,360 | ) | 524 | (10,836 | ) | |||||||||||||||||||||||
| Basic income (loss) per share | $ | 0.03 | $ | 0.02 | $ | 0.06 | $ | 0.05 | $ | (0.51 | ) | $ | (0.49 | ) | ||||||||||||||||||||||
| Diluted income (loss) per share | $ | 0.03 | $ | 0.02 | $ | 0.06 | $ | 0.05 | $ | (0.51 | ) | $ | (0.49 | ) | ||||||||||||||||||||||
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Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
Not applicable.
Item 9A. Controls and Procedures
Conclusion Regarding the Effectiveness of Disclosure Controls and Procedures
Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-†15(e)) under the Exchange Act, as of the end of the period covered by this report. Based on such evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of December 31, 2007, our disclosure controls and procedures were effective.
Changes in Internal Controls Over Financial Reporting
There have not been any changes in our internal control over financial reporting (as such term is defined in Rule 13a-15(f) under the Exchange Act) during the fourth quarter of the fiscal year covered by this report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Management’s Annual Report on Internal Control Over Financial Reporting
Our management is responsible for establishing and maintaining effective internal control over financial reporting, as such term is defined in Exchange Act Rule 13a-15(f). Our internal control system was designed under the supervision of our Chief Executive Officer and our Chief Financial Officer and with the participation of management in order to provide reasonable assurance regarding the reliability of our financial reporting and our preparation of financial statements for external purposes in accordance with GAAP.
All internal control systems, no matter how well designed and tested, have inherent limitations, including, among other things, the possibility of human error, circumvention or disregard. Therefore, even those systems of internal control that have been determined to be effective can provide only reasonable assurance that the objectives of the control system are met and may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Under the supervision of our Chief Executive Officer and our Chief Financial Officer and with the participation of management, we conducted an assessment of the effectiveness of our internal control over financial reporting based on the criteria set forth in “Internal Control — Integrated Framework” issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on an assessment of such criteria, management concluded that, as of December 31, 2007, we maintained effective internal control over financial reporting.
Management’s assessment of and conclusion on the effectiveness of internal control over financial reporting did not include the internal controls of Journal Register Company Newspaper acquisitions that were consummated on February 9, 2007, The Copley Press, Inc. Newspaper acquisitions that were consummated on April 11, 2007, the Gannett Co., Inc. Newspaper acquisitions that were consummated on May 7, 2007 and the Morris Publishing Group Newspaper acquisitions that were consummated on November 30, 2007, which are included in the 2007 consolidated financial statements of GateHouse Media, Inc. and constituted (in thousands) $53,349 and $19,038 of total and net assets, respectively, as of December 31, 2007 and $200,869 and $52,783 of total revenue and net loss, respectively, for the year then ended.
The effectiveness of our internal control over financial reporting as of December 31, 2007, has been audited by Ernst & Young LLP, an independent registered public accounting firm. Ernst & Young LLP’s attestation report is included below.
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Attestation Report of the Independent Registered Public Accounting Firm
Report of Independent Registered Public Accounting Firm
The Board of Directors and Shareholders of GateHouse Media, Inc.
We have audited GateHouse Media Inc.’s internal control over financial reporting as of December 31, 2007, based on criteria established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (the COSO criteria). GateHouse Media, Inc.’s management is responsible for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Annual Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the company’s internal control over financial reporting based on our audit.
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
As indicated in the accompanying Management’s Annual Report on Internal Control Over Financial Reporting, management’s assessment of and conclusion on the effectiveness of internal control over financial reporting did not include the internal controls of Journal Register Company Newspaper Acquisitions that were acquired on February 9, 2007, The Copley Press, Inc. Newspaper acquisitions that were acquired on April 11, 2007, the Gannett Co., Inc. Newspaper acquisitions that were acquired on May 7, 2007 and the Morris Publishing Group Newspaper Acquisitions that were acquired on November 30, 2007, which are included in the 2007 consolidated financial statements of GateHouse Media, Inc. and constituted (in 000’s) $53,349 and $19,038 of total and net assets, respectively, as of December 31, 2007 and $200,869 and $52,783 of total revenue and net loss, respectively, for the year then ended. Our audit of internal control over financial reporting of GateHouse Media, Inc. also did not include an evaluation of the internal control over financial reporting of Journal Register Company Newspaper Acquisitions that were acquired on February 9, 2007, The Copley Press, Inc. Newspaper acquisitions that were acquired on April 11, 2007, the Gannett Co., Inc. Newspaper acquisitions that were acquired on May 7, 2007 and the Morris Publishing Group Newspaper Acquisitions that were acquired on November 30, 2007.
In our opinion, GateHouse Media, Inc. maintained, in all material respects, effective internal control over financial reporting as of December 31, 2007, based on the COSO criteria.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheet of GateHouse Media, Inc. as of December 31, 2007 and the related consolidated statements of operations, stockholders' equity (deficit), and cash flows for the year then ended and our report dated March 17, 2008 expressed an unqualified opinion thereon.
/s/ Ernst & Young LLP
Buffalo, New York
March 17, 2008
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PART III
Item 10. Directors, Executive Officers and Corporate Governance
Except as set forth below, the information required by this Item 10 is incorporated into this report by reference to our proxy statement to be issued in connection with our 2008 Annual Meeting of Stockholders under the headings “Election of Directors,” “Executive Officers,” “Corporate Governance” and “Section 16(a) Beneficial Ownership Reporting Compliance,” which proxy statement will be filed within 120 days after the year ended December 31, 2007.
We have adopted a Code of Business Conduct and Ethics that applies to our principal executive officer, principal financial officer, principal accounting officer or controller or persons performing similar functions. Our Code of Business Conduct and Ethics also applies to all of our other employees and, as set forth therein, to our directors. Our Code of Business Conduct and Ethics is posted on our website at www.gatehousemedia.com under Investors/Governance. We intend to satisfy any disclosure requirements pursuant to Item 5.05 of Form 8-K regarding any amendment to, or a waiver from, certain provisions of our Code of Business Conduct and Ethics by posting such information on our website under Investors/Governance.
Item 11. Executive Compensation
The information required by this Item 11 is incorporated into this report by reference to our proxy statement to be issued in connection with our 2008 Annual Meeting of Stockholders, under the headings “Compensation Discussion and Analysis,” “Compensation Committee Report” and “Compensation of Executive Officers,” which proxy statement will be filed within 120 days after the year ended December 31, 2007.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
Except as set forth below, the information required by this Item 12 is incorporated into this report by reference to our proxy statement to be issued in connection with our 2008 Annual Meeting of Stockholders, under the heading “Common Stock Ownership of Certain Beneficial Owners and Management,” which proxy statement will be filed within 120 days after the year ended December 31, 2007.
Securities Authorized for Issuance Under Equity Compensation Plans as of December 31, 2007
Equity Compensation Plan Information
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| Plan Category | Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights |
Weighted-Average Exercise Price of Outstanding Options, Warrants and Rights |
Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column (a)) |
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| (a) | (b) | (c) | ||||||||||
| Equity compensation plans approved by security holders | — | — | 1,818,020 | |||||||||
| Equity compensation plans not approved by security holders | — | — | — | |||||||||
| Totals | — | 1,818,020 | ||||||||||
Item 13. Certain Relationships and Related Transactions, and Director Independence
The information required by this Item 13 is incorporated into this report by reference to our proxy statement to be issued in connection with our 2008 Annual Meeting of Stockholders, under the headings “Related Person Transactions” and “Corporate Governance Principles” and “Board Matters,” which proxy statement will be filed within 120 days after the year ended December 31, 2007.
Item 14. Principal Accounting Fees and Services
The information required by this Item 14 is incorporated into this report by reference to our proxy statement to be issued in connection with our 2008 Annual Meeting of Stockholders, under the heading “Matters Relating to the Independent Registered Public Accounting Firm,” which proxy statement will be filed within 120 days after the year ended December 31, 2007.
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PART IV
Item 15. Exhibits and Financial Statement Schedules
(a) Documents filed as part of this report:
| (1) | Financial Statements |
The financial statements required by this Item 15 are set forth in Part II, Item 8 of this report.
| (2) | Financial Statement Schedules |
Schedule II — Valuation and Qualifying Accounts.
GateHouse Media, Inc.
Valuation and Qualifying Accounts
(In Thousands)
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| Description | Balance at Beginning of Period |
Charges to Earnings |
Charges to Other Accounts |
Deductions | Balance at End of Period |
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| Allowance for doubtful accounts |
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| Year ended December 31, 2007 | $ | 2,332 | $ | 2,996 | $ | 1,675 | (1) | $ | (3,129 | )(3) | $ | 3,874 | ||||||||
| Year ended December 31, 2006 | $ | 1,509 | $ | 2,249 | $ | 2,188 | (2) | $ | (3,614 )(3) | $ | 2,332 | |||||||||
| Period from June 6, 2005 to December 31, 2005 |
1,437 | 1,232 | 17 | (1,177 )(3) | 1,509 | |||||||||||||||
| Period from January 1, 2005 to June 5, 2005 |
1,547 | 411 | — | (521 )(3) | 1,437 | |||||||||||||||
| Deferred tax valuation allowance |
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| Year ended December 31, 2007 | $ | 1,100 | $ | 45,800 | $ | 18,521 | (4) | — | $ | 65,421 | ||||||||||
| Year ended December 31, 2006 | $ | 32,430 | — | — | $ | (31,330 | )(5) | $ | 1,100 | |||||||||||
| Period from June 6, 2005 to December 31, 2005 |
$ | 250 | $ | 280 | $ | 31,900 | (6) | — | $ | 32,430 | ||||||||||
| Period from January 1, 2005 to June 5, 2005 |
$ | 250 | — | — | — | $ | 250 | |||||||||||||
| (1) | Amount is primarily related to the acquisitions of the newspapers from the Copley Press, Inc., the newspapers from Gannett Co. Inc., and the newspapers from Morris Publishing Group. |
| (2) | Amount is primarily related to the acquisitions of CP Media and Enterprise NewsMedia, LLC. |
| (3) | Amounts are primarily related to the write off of fully reserved accounts receivable. |
| (4) | Amount is primarily related to the change in derivative value and is recorded in accumulated other comprehensive income. |
| (5) | Amount of decrease is primarily related to the Enterprise NewsMedia, LLC acquisition with a corresponding reduction to goodwill. |
| (6) | Amount of increase is related to the Merger with a corresponding increase to goodwill. |
All other schedules are omitted because the conditions requiring their filing do not exist, or because the required information is provided in the consolidated financial statements, including the notes thereto.
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(b) Exhibits. The following Exhibits are filed as a part of this report:
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| Exhibit No. |
Description of Exhibit | Included Herewith |
Incorporated by Reference Herein | |||||||
| Form | Exhibit | Filing Date | ||||||||
| 2.1 | Asset Purchase Agreement, dated as of November 30, 2006, among Northeast Publishing Company, Inc., Journal Company, Inc., and Taunton Acquisition, LLC, as Sellers, and Enterprise Publishing Company, LLC, as Purchaser | 8-K/A | 2.1 | May 4, 2007 | ||||||
| 2.2 | Share Purchase Agreement, dated as of January 28, 2007, by and among SureWest Communications, as Seller, SureWest Directories and GateHouse Media, Inc., as Purchaser | 8-K | 2.1 | March 1, 2007 | ||||||
| 2.3 | Stock and Asset Purchase Agreement, dated as of March 13, 2007, by and between GateHouse Media Illinois Holdings, Inc., as Buyer, and The Copley Press, Inc., as Seller | 8-K | 2.1 | April 11, 2007 | ||||||
| 2.4 | Amended and Restated Asset Purchase Agreement, dated April 12, 2007, by and among Gannett Satellite Information Network, Inc., Gannett River States Publishing Corporation, Pacific and Southern Company, Inc., Federated Publications, Inc., Media West — GSI, Inc., Media West — GRS, Inc., as Sellers, and GateHouse Media Illinois Holdings, Inc., as Buyer, and GateHouse Media, Inc., as Buyer guarantor | 8-K | 2.1 | May 8, 2007 | ||||||
| 2.5 | Asset Purchase Agreement, dated April 12, 2007, by and among Gannett Satellite Information Network, Inc., Media West — GSI, Inc., as Sellers, GateHouse Media Illinois Holdings, Inc., as Buyer, and GateHouse Media, Inc., as Buyer guarantor | 8-K | 2.2 | May 8, 2007 | ||||||
| 2.6 | Asset Purchase Agreement, dated June 28, 2007, by and among GateHouse Media, Inc., GateHouse Media West Virginia Holdings, Inc., GateHouse Media Illinois Holdings, Inc., Champion Publishing, Inc. and Champion Industries, Inc. | S-1/A | 2.9 | July 13, 2007 | ||||||
| 2.7 | Asset Purchase Agreement, dated October 23, 2007, by and among GateHouse Media Operating, Inc., as Buyer, GateHouse Media, Inc., as Buyer guarantor, Morris Communications Company LLC, Morris Publishing Group, LLC, MPG Allegan Property, LLC, Broadcaster Press, Inc., MPG Holland Property, LLC, The Oak Ridger, LLC, and Yankton Printing Company, as Sellers, and Morris Communications Company, LLC, as Sellers’ guarantor | 8-K | 2.1 | December 3, 2007 | ||||||
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| Exhibit No. |
Description of Exhibit | Included Herewith |
Incorporated by Reference Herein | |||||||
| Form | Exhibit | Filing Date | ||||||||
| 3.1 | Second Amended and Restated Certificate of Incorporation of GateHouse Media, Inc. | S-1/A | 3.1 | October 11, 2006 | ||||||
| 3.2 | Amended and Restated By-laws of GateHouse Media, Inc. | 8-K | 3.2 | November 13, 2007 | ||||||
| 4.1 | Form of common stock certificate | S-1/A | 4.1 | October 11, 2006 | ||||||
| 4.2 | Form of Investor Rights Agreement by and among GateHouse Media, Inc. and FIF III Liberty Holdings LLC | S-1/A | 4.2 | October 11, 2006 | ||||||
| *10.1 | GateHouse Media, Inc. Omnibus Stock Incentive Plan | S-1/A | 10.1 | October 11, 2006 | ||||||
| *10.2 | Form of Restricted Share Award Agreement under the GateHouse Media, Inc. Omnibus Stock Incentive Plan (three-year vesting) | X | ||||||||
| *10.3 | Form of Restricted Share Award Agreement under the GateHouse Media, Inc. Omnibus Stock Incentive Plan (April 15, 2008 vesting) | X | ||||||||
| *10.4 | Liberty Group Publishing, Inc. Publisher’s Deferred Compensation Plan | S-1 | 10.2 | July 21, 2006 | ||||||
| *10.5 | Liberty Group Publishing, Inc. Executive Benefit Plan | S-1 | 10.3 | July 21, 2006 | ||||||
| *10.6 | Liberty Group Publishing, Inc. Executive Deferral Plan | S-1 | 10.4 | July 21, 2006 | ||||||
| *10.7 | Form of Indemnification Agreement to be entered into by GateHouse Media, Inc. with each of its executive officers and directors | S-1/A | 10.6 | October 11, 2006 | ||||||
| *10.8 | Employment Agreement, dated as of January 3, 2006, by and among Liberty Group Publishing, Inc., Liberty Group Operating, Inc. and Michael E. Reed | S-1 | 10.8 | July 21, 2006 | ||||||
| *10.9 | Employment Agreement, dated as of May 9, 2005, by and among Liberty Group Publishing, Inc., Liberty Group Operating, Inc. and Scott Tracy Champion | S-1 | 10.9 | July 21, 2006 | ||||||
| *10.10 | Employment Agreement, dated as of May 9, 2005, by and among Liberty Group Publishing, Inc., Liberty Group Operating, Inc. and Randall W. Cope | S-1 | 10.10 | July 21, 2006 | ||||||
| *10.11 | Employment Agreement, dated as of April 19, 2006, by and among GateHouse Media, Inc., GateHouse Media Operating, Inc. and Mark R. Thompson | S-1 | 10.11 | July 21, 2006 | ||||||
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| Exhibit No. |
Description of Exhibit | Included Herewith |
Incorporated by Reference Herein | |||||||
| Form | Exhibit | Filing Date | ||||||||
| *10,12 | Employment Agreement, dated as of May 1, 2006, by and among GateHouse Media, Inc., GateHouse Media Operating, Inc. and Polly G. Sack | S-1 | 10.12 | July 21, 2006 | ||||||
| *10.13 | Management Stockholder Agreement, dated as of January 29, 2006, by and between Liberty Group Publishing, Inc., FIF III Liberty Holdings LLC and Michael E. Reed | S-1 | 10.13 | July 21, 2006 | ||||||
| *10.14 | Amended and Restated Management Stockholder Agreement, dated as of March 1, 2006, by and between Liberty Group Publishing, Inc., FIF III Liberty Holdings LLC and Scott Tracy Champion | S-1 | 10.14 | July 21, 2006 | ||||||
| *10.15 | Amended and Restated Management Stockholder Agreement, dated as of March 1, 2006, by and between Liberty Group Publishing, Inc., FIF III Liberty Holdings LLC and Randall W. Cope | S-1 | 10.15 | July 21, 2006 | ||||||
| *10.16 | Management Stockholder Agreement, dated as of May 17, 2006, by and between GateHouse Media, Inc., FIF III Liberty Holdings LLC and Polly G. Sack | S-1 | 10.19 | July 21, 2006 | ||||||
| *10.17 | Management Stockholder Agreement, dated as of May 17, 2006, by and between GateHouse Media, Inc., FIF III Liberty Holdings LLC and Mark R. Thompson | S-1 | 10.21 | July 21, 2006 | ||||||
| *10.18 | Memo of Understanding dated as of December 20, 2006, by and among GateHouse Media, Inc., f/k/a Liberty Group Publishing, Inc., a Delaware corporation, GateHouse Media Operating, Inc., f/k/a Liberty Group Operating, Inc., a Delaware corporation, and Mark Thompson | 10-Q | 10.1 | May 16, 2007 | ||||||
| 10.19 | Form of Indemnification Agreement to be entered into by GateHouse Media, Inc. with each of its executive officers and directors | S-1/A | 10.6 | October 11, 2006 | ||||||
| 10.20 | License Agreement, dated as of February 28, 2007, by and between SureWest Communications and GateHouse Media, Inc. | 8-K | 10.1 | March 1, 2007 | ||||||
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Description of Exhibit | Included Herewith |
Incorporated by Reference Herein | |||||||
| Form | Exhibit | Filing Date | ||||||||
| 10.21 | Amended and Restated Credit Agreement, dated as of February 27, 2007, among GateHouse Media Holdco, Inc., as Holdco, GateHouse Media Operating, Inc., as the Company, GateHouse Media Massachusetts I, Inc., GateHouse Media Massachusetts II, Inc., and ENHE Acquisition, LLC, as Subsidiary Borrowers, the Domestic Subsidiaries of Holdco from time to time Parties thereto, as Guarantors, the Lenders Parties thereto, Goldman Sachs Credit Partners L.P., as Syndication Agent, Morgan Stanley Senior Funding, Inc., and BMO Capital Markets Financing, Inc., as co-documentation Agents and Wachovia Bank, National Association, as Administrative Agent, Wachovia Capital Markets, LLC, as Goldman Sachs Credit Partners, L.P., General Electric Capital Corporation and Morgan Stanley Senior Funding, Inc., as Joint Lead Arrangers and Joint Book Runners | 8-K | 10.1 | March 1, 2007 | ||||||
| 10.22 | Amended and Restated Security Agreement, dated as of February 28, 2007, among GateHouse Media Holdco, Inc., as Holdco, GateHouse Media Operating, Inc., as the Company, GateHouse Media Massachusetts I, Inc., GateHouse Media Massachusetts II, Inc., and ENHE Acquisition, LLC, as Subsidiary Borrowers, the Domestic Subsidiaries of Holdco from time to time Parties thereto, as Guarantors, and Wachovia Bank, National Association, as Administrative Agent, Wachovia Capital Markets, LLC, as Goldman Sachs Credit Partners, L.P., General Electric Capital Corporation and Morgan Stanley Senior Funding, Inc., as Joint Lead Arrangers and Joint Book Runners | 8-K | 10.2 | March 1, 2007 | ||||||
| 10.23 | Amended and Restated Pledge Agreement, dated as of February 28, 2007, among GateHouse Media Holdco, Inc., as Holdco, GateHouse Media Operating, Inc., as the Company, GateHouse Media Massachusetts I, Inc., GateHouse Media Massachusetts II, Inc., and ENHE Acquisition, LLC, as Subsidiary Borrowers, the Domestic Subsidiaries of Holdco from time to time Parties thereto, as Guarantors, and Wachovia Bank, National Association, as Administrative Agent, for the several banks and other financial institutions as may from time to time becomes parties to such Credit Agreement | 8-K | 10.3 | March 1, 2007 | ||||||
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| Exhibit No. |
Description of Exhibit | Included Herewith |
Incorporated by Reference Herein | |||||||
| Form | Exhibit | Filing Date | ||||||||
| 10.24 | First Amendment to Amended and Restated Credit Agreement, dated as of May 7, 2007, by and among GateHouse Media Holdco, Inc., as Holdco, GateHouse Media Operating, Inc., as the Company, GateHouse Media Massachusetts I, Inc., GateHouse Media Massachusetts II, Inc. and ENHE Acquisition, LLC, as Subsidiary Borrowers, the Domestic Subsidiaries of Holdco from time to time Parties thereto, as Guarantors, the Lenders Parties thereto, and Wachovia Bank, National Association, as Administrative Agent | 8-K | 99.1 | May 11, 2007 | ||||||
| *10.25 | Resignation Agreement, dated as of December 20, 2007, by and between GateHouse Media, Inc., a Delaware corporation, and Randall W. Cope | X | ||||||||
| 10.26 | Underwriting Agreement, dated July 17, 2007, among GateHouse Media, Inc. and Goldman, Sachs & Co., Wachovia Capital Markets, LLC and Morgan Stanley & Co. Incorporated | 8-K | 1.1 | July 18, 2007 | ||||||
| 16.1 | Letter from KPMG LLP to the Securities and Exchange Commission dated April 13, 2007 | 8-K/A | 16.1 | April 13, 2007 | ||||||
| 21 | Subsidiaries of GateHouse Media, Inc. | X | ||||||||
| 23.1 | Consent of Ernst & Young LLP | X | ||||||||
| 23.2 | Consent of KPMG LLP | X | ||||||||
| 31.1 | Rule 13a-14(a)/15d-14(d) Certification of Principal Executive Officer under the Securities Exchange Act of 1934 | X | ||||||||
| 31.2 | Rule 13a-14(a)/15d-14(d) Certification of Principal Financial Officer under the Securities Exchange Act of 1934 | X | ||||||||
| 32.1 | Section 1350 Certification | X | ||||||||
| 32.2 | Section 1350 Certification | X | ||||||||
For purposes of the incorporation by reference of documents as Exhibits, all references to Forms 10-Q and 8-K of GateHouse Media, Inc. refer to Forms 10-Q and 8-K filed with the Commission under Commission file number 001-33091; and all references to Forms S-1 and S-1/A of GateHouse Media, Inc. refer to Forms S-1 and S-1/A filed with the Commission under Registration Number 333-135944.
| * | Asterisks identify management contracts and compensatory plans or arrangements. |
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
GATEHOUSE MEDIA, INC.
| By: | /s/ Michael E. Reed Michael E. Reed Chief Executive Officer |
March 17, 2008
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.
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| Signature | Title | Date | ||
| /s/ Wesley R. Edens Wesley R. Edens |
Chairman of the Board | March 17, 2008 | ||
| /s/ Michael E. Reed Michael E. Reed |
Chief Executive Officer and Director (Principal Executive Officer) |
March 17, 2008 | ||
| /s/ Mark R. Thompson Mark R. Thompson |
Chief Financial Officer (Principal Financial Officer) |
March 17, 2008 | ||
| /s/ Linda A. Hill Linda A. Hill |
Corporate Controller (Principal Accounting Officer) |
March 17, 2008 | ||
| /s/ Martin Bandier Martin Bandier |
Director | March 17, 2008 | ||
| /s/ Richard Friedman Richard Friedman |
Director | March 17, 2008 | ||
| /s/ Burl Osborne Burl Osborne |
Director | March 17, 2008 | ||
| /s/ Howard Rubin Howard Rubin |
Director | March 17, 2008 | ||
| /s/ Kevin M. Sheehan Kevin M. Sheehan |
Director | March 17, 2008 |
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