Current Report


 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 6, 2009 (November 5, 2009)

 

 

GateHouse Media, Inc.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   001-33091   36-4197635

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

350 WillowBrook Office Park, Fairport, New York   14450
(Address of principal executive offices)   (Zip Code)

Registrant’s telephone number, including area code: (585) 598-0030

N/A

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

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

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

 

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

 

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

 

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

 

 

 


Section 2 – Financial Information

 

Item 2.02 Results of Operations and Financial Condition

On November 5, 2009, GateHouse Media, Inc. (the “Company”) issued a press release announcing its financial results for the quarter ended September 30, 2009. A copy of the press release is furnished herewith as Exhibit 99.1 , which is incorporated herein by reference.

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

Section 9 – Financial Statements and Exhibits

 

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

 

99.1    Press Release dated November 5, 2009


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

GATEHOUSE MEDIA, INC.
/ S /    M ICHAEL R EED        
Michael Reed
Chief Executive Officer

Date: November 6, 2009


EXHIBIT INDEX

 

Exhibit
Number

  

Exhibit

99.1    Press Release dated November 5, 2009

Exhibit 99.1

LOGO

FOR IMMEDIATE RELEASE

Contact Information:

Melinda A. Janik

Chief Financial Officer

Tel: +1-585-598-0031

Mark Maring

Investor Relations

Tel: +1-585-598-6874

GateHouse Media Announces Third Quarter 2009 Results

Third Quarter 2009 Highlights

 

   

Total reported revenues were $144.9 million, a 15.0% decline compared to the prior year.

 

   

Total As Adjusted Revenues were $143.5 million, a decline of 14.9% on a same-store basis.

 

   

Reported operating costs and SG&A expense decreased $23.2 million or 16.3% from the prior year.

 

   

Reported net income was $2.0 million as compared to an $18.5 million net loss in the prior year.

 

   

As Adjusted EBITDA was $27.3 million, a 13.6% decline on a same-store basis.

 

   

Levered Free Cash Flow per share was $0.19, an increase of 11.8% versus $0.17 for the prior year.

FAIRPORT, N.Y., November 5, 2009 - GateHouse Media, Inc. (the “Company” or “GateHouse Media”) (OTC: GHSE) today reported financial results for the quarter ended September 30, 2009.

The Company reported total revenues of $144.9 million, a decline of 15.0% versus prior year. As Adjusted Revenues were $143.5 million for the quarter, down 14.9% on a same-store basis versus the prior year quarter. The decline in same-store revenue was driven primarily by the print classified and local advertising categories, which were down 28.5% and 13.7%, respectively. Both categories continue to be impacted by the recession. Circulation revenue declined 3.6% in the quarter on a same-store basis.

In the quarter, reported operating and SG&A costs declined by $23.2 million or 16.3%. Same-store expenses declined by 15.2%, driven by compensation expense which declined 14.3%. Expense declines in the quarter reflect permanent cost reduction initiatives implemented primarily in the first half of the year. In addition, declines in newsprint pricing and consumption resulted in a 37.8% reduction in newsprint expense. Although newsprint prices have begun to increase, the Company anticipates it will continue to benefit from moderate newsprint prices and consumption declines during the remainder of the year.

Reported operating income for the third quarter was $14.0 million, a 44.2% increase from $9.7 million in the prior year. As Adjusted EBITDA for the quarter was $27.3 million, which was down 13.6% on a same-store basis from the prior year. As Adjusted EBITDA performance is improving as the Company realizes the full benefit of permanent cost reduction initiatives.

 

1


Levered Free Cash Flow for the third quarter was $11.1 million or $0.19 per share. This represents an 11.8% increase from $0.17 in the prior year, driven by lower interest expense and capital expenditures. Interest expense for the quarter was $15.7 million, down $5.9 million or 27.1% as compared to the prior year. The decline in interest expense was due primarily to lower LIBOR rates.

Non-cash compensation expense for Restricted Stock Grants in the third quarter was $0.7 million.

One-time costs and other non-cash expenses in the quarter were $0.9 million, and related primarily to reorganization and expense control initiatives introduced to realize permanent expense savings.

Commenting on GateHouse Media’s results, Mike Reed, Chief Executive Officer, said, “While current economic conditions continue to present a challenging revenue environment, the permanent cost reduction initiatives we implemented this year resulted in higher EBITDA margins and increased levered free cash flow in the quarter.

“Revenue trends are showing signs of potential stabilization in terms of nominal dollars. Our total same-store revenue declined 14.9% in the third quarter, a slight improvement over 15.2% and 16.3% in the first and second quarters, respectively. September was our strongest month based on year-over-year revenue performance and we are encouraged that this trend may continue as we enter what has historically been our seasonally best quarter.

“Due to the cost initiatives put in place in the first half of the year, our As Adjusted EBITDA margin has improved each quarter, reaching 19.0% in the third quarter, compared to 16.6% and 6.7% in the first and second quarters, respectively. Solid As Adjusted EBITDA results, combined with lower interest expense and capital spending resulted in levered free cash flow of $0.19 per share in the third quarter compared to $0.16 per share in the second quarter and $0.17 last year.

“In addition to ongoing cost reduction initiatives, we continue to focus on strengthening our balance sheet, in particular, working capital and liquidity. During the third quarter, we were able to improve our short term liquidity position by retiring $16.0 million of short term debt at a discount.”

About GateHouse Media, Inc.

GateHouse Media, Inc., headquartered in Fairport, New York, is one of the largest publishers of locally based print and online media in the United States as measured by its 88 daily publications. GateHouse Media currently serves local audiences of more than 10 million per week across 21 states through hundreds of community publications and local websites. GateHouse Media is traded in the over-the-counter market under the symbol “GHSE.”

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

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

Adjusted EBITDA, As Adjusted EBITDA, As Adjusted Revenues and Levered Free Cash Flow

The Company defines Adjusted EBITDA as income (loss) from continuing operations before interest, income tax expense (benefit), depreciation and amortization and other non-recurring or non-cash items. The Company defines As Adjusted EBITDA as Adjusted EBITDA before other non-cash items such as non-cash compensation and non-recurring integration and reorganization costs. The Company defines As Adjusted Revenues as total revenues plus revenues of discontinued operations less revenues from non-wholly owned subsidiaries. The Company defines Levered Free Cash Flow as As Adjusted EBITDA less capital expenditures, cash taxes and interest expense.

 

2


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

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

 

  -  

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

 

  -  

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

 

  -  

Indicators for management to determine if adjustments to current spending decisions are needed.

Adjusted EBITDA, As Adjusted EBITDA, As Adjusted Revenues and Levered Free Cash Flow provide GateHouse Media with measures 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 its capital structure. These metrics measure GateHouse Media’s 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, As Adjusted EBITDA, As Adjusted Revenues and Levered Free Cash Flow are some of the metrics used by senior management and the Board of Directors to review the financial performance of the business on a monthly basis. In addition, GateHouse Media’s management utilizes these metrics to evaluate the Company’s performance, along with other criteria, to determine the funds available for paying the quarterly dividend.

Forward-Looking Statements

Certain items in this press release may constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, and are subject to various risks and uncertainties, including without limitation, statements relating to progress made by the Company in its integration efforts, growth in revenues and cash flow, on-line revenues, expense reduction efforts and potential acquisition and sale opportunities. Forward-looking statements are generally identifiable by use of forward-looking terminology such as “may,” “will,” “should,” “potential,” “intend,” “expect,” “endeavor,” “seek,” “anticipate,” “estimate,” “overestimate,” “underestimate,” “believe,” “could,” “would,” “project,” “predict,” “continue” or other similar words or expressions. Forward looking statements are based on certain assumptions or estimates, discuss future expectations, describe future plans and strategies, contain projections of results of operations or of financial condition or state other forward-looking information. The Company’s ability to predict results or the actual effect of future plans or strategies is inherently uncertain. Although the Company believes that the expectations reflected in such forward looking statements are based on reasonable assumptions, actual results and performance could differ materially from those set forth in the forward-looking statements. Factors which could have a material adverse effect on the Company’s operations and future prospects or which could cause events or circumstances to differ from the forward-looking statements include, but are not limited to, the condition of the economy and the credit markets generally, the Company’s ability to maintain adequate liquidity and financing sources and an appropriate level of debt, the Company’s ability to close on a timely basis upon announced or contemplated transactions, unexpected liabilities arising from any transaction or that the Company will not receive the expected benefits from the transaction, the Company’s limited operating history on a combined basis, the Company’s ability to generate sufficient cash flow to cover required interest, long-term obligations and dividends, the effect of the Company’s indebtedness and long-term obligations on its liquidity, the Company’s ability to effectively manage its growth, unforeseen costs associated with the acquisition of new properties, the Company’s ability to find suitably priced

 

3


acquisitions, the Company’s ability to integrate acquired assets and businesses, any increases in the price or reduction in the availability of newsprint, seasonal and other fluctuations affecting the Company’s revenues and operating results, any declines in circulation, the Company’s ability to obtain additional capital on terms acceptable to it, the Company’s vulnerability to economic downturns, regulatory changes or acts of nature in certain geographic areas, increases in competition for skilled personnel, departure of key officers, increases in market interest rates, the cost and difficulty of complying with increasing and evolving regulation, and other risks detailed from time to time in the Company’s SEC reports, including but not limited to its most recent Annual Report on Form 10-K filed with the SEC under Commission File Number 001-33091. When considering forward- looking statements, readers should keep in mind the risk factors and other cautionary statements in such SEC filings. Readers are also cautioned not to place undue reliance on any of these forward-looking statements, which reflect management’s views as of the date of this press release. The factors discussed above and the other factors noted in the Company’s SEC filings could cause actual results to differ significantly from those contained in any forward-looking statement. Although the Company believes that the expectations reflected in the forward-looking statements are reasonable, it cannot guarantee future results, levels of activity, performance or achievements and expressly disclaims any obligation to release publicly any updates or revisions to any forward-looking statements to reflect any change in expectations with regard thereto or change in events, conditions or circumstances on which any statement is based.

 

4


GATEHOUSE MEDIA, INC. AND SUBSIDIARIES

Unaudited Condensed Consolidated Statements of Operations

(In thousands, except share and per share data)

 

     Three months
ended
September 30,
2009
    Three months
ended
September 30,
2008
    Nine months
ended
September 30,
2009
    Nine months
ended
September 30,
2008
 

Revenues:

        

Advertising

   $ 100,901      $ 122,979      $ 302,996      $ 372,087   

Circulation

     35,750        37,666        106,746        109,200   

Commercial printing and other

     8,282        9,891        25,281        30,462   
                                

Total revenues

     144,933        170,536        435,023        511,749   

Operating costs and expenses:

        

Operating costs

     80,678        95,625        254,811        286,695   

Selling, general, and administrative

     38,618        46,889        124,993        144,090   

Depreciation and amortization

     12,053        16,693        43,774        53,238   

Integration and reorganization costs

     199        1,505        1,431        5,632   

Impairment of long-lived assets

     -          118        206,089        102,635   

(Gain) loss on sale of assets

     (606     4        (420     210   

Goodwill and mastheads impairment

     -          -          275,310        333,554   
                                

Operating income (loss)

     13,991        9,702        (470,965     (414,305

Interest expense

     15,727        21,587        49,214        69,220   

Amortization of deferred financing costs

     340        340        1,020        1,504   

Gain on early extinguishment of debt

     (7,538     -          (7,538     -     

Loss on derivative instrument

     3,552        3,769        9,465        5,525   

Other (income) expense

     (210     (41     462        (5
                                

Income (loss) from continuing operations before income taxes

     2,120        (15,953     (523,588     (490,549

Income tax expense (benefit)

     (6     (207     308        (13,523
                                

Income (loss) from continuing operations

     2,126        (15,746     (523,896     (477,026

Loss from discontinued operations, net of income taxes

     (78 ) (a)      (2,759     (2,442 ) (a)      (13,520
                                

Net income (loss)

   $ 2,048      $ (18,505   $ (526,338   $ (490,546

Net loss attributable to noncontrolling interest

   $ 114      $ -        $ 336      $ -     
                                

Net income (loss) attributable to GateHouse Media

   $ 2,162      $ (18,505   $ (526,002   $ (490,546
                                

Income (loss) per share:

        

Basic and diluted:

        

Income (loss) from continuing operations attributable to GateHouse Media

   $ 0.04      $ (0.28   $ (9.12   $ (8.36

Loss from discontinued operations, attributable to GateHouse Media, net of income taxes

   $ -          (0.05   $ (0.04   $ (0.24
                                

Net income (loss) attributable to GateHouse Media

   $ 0.04      $ (0.33   $ (9.16   $ (8.60
                                

Dividends declared per share

   $ -        $ -        $ -        $ 0.20   

Basic weighted average shares outstanding

     57,478,622        57,110,077        57,380,638        57,034,723   
                                

Diluted weighted average shares outstanding

     57,478,622        57,110,077        57,380,638        57,034,723   
                                

 

(a) Included in income from discontinued operations, net of taxes are total revenues of $3 for the three months ended September 30, 2009 primarily related to Kansas City, KS on-line publication and $769 for the nine months ended September 30, 2009 primarily from Derby, KS, Charles City, IA, New Hampton, IA and Kansas City, KS on-line publication.

 

5


GATEHOUSE MEDIA, INC. AND SUBSIDIARIES

Condensed Consolidated Balance Sheets

(In thousands, except share data)

 

     September 30,
2009
    December 31,
2008
 
     (unaudited)        
Assets     

Current assets:

    

Cash and cash equivalents

   $ 12,513      $ 11,744   

Accounts receivable, net of allowance for doubtful accounts of $4,356 and $6,024 at September 30, 2009 and December 31, 2008, respectively

     63,472        75,274   

Inventory

     6,617        10,790   

Prepaid expenses

     4,750        4,576   

Other current assets

     3,789        3,808   
                

Total current assets

     91,141        106,192   

Property, plant, and equipment, net of accumulated depreciation of $75,709 and $57,400 at September 30, 2009 and December 31, 2008, respectively

     176,987        194,401   

Goodwill

     14,361        261,332   

Intangible assets, net of accumulated amortization of $124,526 and $100,132 at September 30, 2009 and December 31, 2008, respectively

     302,180        565,033   

Deferred financing costs, net

     6,035        7,055   

Other assets

     9,529        2,489   

Long-term assets held for sale

     1,433        13,119   
                

Total assets

   $ 601,666      $ 1,149,621   
                
Liabilities and Stockholders’ Equity (Deficit)     

Current liabilities:

    

Current portion of long-term liabilities

   $ 2,589      $ 1,879   

Short-term note payable

     -          11,538   

Short-term debt

     9,000        17,000   

Accounts payable

     8,341        20,378   

Accrued expenses

     31,576        31,395   

Accrued interest

     3,182        7,895   

Deferred revenue

     28,680        28,444   
                

Total current liabilities

     83,368        118,529   

Long-term liabilities:

    

Long-term debt

     1,197,000        1,195,000   

Long-term liabilities, less current portion

     16,441        16,658   

Derivative instruments

     40,583        34,957   

Pension and other postretirement benefit obligations

     13,086        13,555   
                

Total liabilities

     1,350,478        1,378,699   
                

Stockholders’ equity (deficit):

    

Common stock, $0.01 par value, 150,000,000 shares authorized at September 30, 2009; 58,313,868 and 58,213,868 shares issued, and 58,009,221 and 58,020,693 outstanding at September 30, 2009 and December 31, 2008, respectively

     568        568   

Additional paid-in capital

     828,346        825,580   

Accumulated other comprehensive loss

     (47,765     (51,604

Accumulated deficit

     (1,529,321     (1,003,319

Treasury stock, at cost, 204,647 and 193,175 shares at September 30, 2009 and December 31, 2008, respectively

     (304     (303
                

Total GateHouse Media stockholders’ deficit

     (748,476     (229,078

Noncontrolling Interest

     (336     -     
                

Total stockholders’ deficit

     (748,812     (229,078
                

Total liabilities and stockholders’ deficit

   $ 601,666      $ 1,149,621   
                

 

6


GATEHOUSE MEDIA, INC. AND SUBSIDIARIES

Unaudited Condensed Consolidated Statements of Cash Flows

(In thousands)

 

     Nine months
ended
September 30, 2009
    Nine months
ended
September 30, 2008
 

Cash flows from operating activities:

    

Net loss

   $ (526,338   $ (490,546

Adjustments to reconcile net loss to net cash provided by operating activities:

    

Depreciation and amortization

     43,843        54,845   

Amortization of deferred financing costs

     1,020        1,504   

Loss on derivative instrument

     9,465        5,525   

Non-cash compensation expense

     2,766        2,942   

Deferred income taxes

     -          (13,375

(Gain) loss on sale of assets

     (420     210   

Gain on early extinguishment of debt

     (7,538     -     

Pension and other postretirement benefit obligations

     (302     (581

Non-cash interest expense

     -          618   

Impairment of long-lived assets

     208,459        111,932   

Goodwill and masthead impairment

     275,310        340,575   

Changes in assets and liabilities, net of sales/acquisitions:

    

Accounts receivable, net

     11,317        10,936   

Inventory

     4,136        (1,642

Prepaid expenses

     (218     317   

Other assets

     (3,699     (19

Accounts payable

     (12,037     4,842   

Accrued expenses

     (140     (3,006

Accrued interest

     (4,713     (2,069

Deferred revenue

     391        (114

Other long-term liabilities

     638        (628
                

Net cash provided by operating activities

     1,940        22,266   
                

Cash flows from investing activities:

    

Purchases of property, plant, and equipment

     (1,964     (7,541

Proceeds from sale of publications and other assets

     11,069        45,700   

Acquisitions, net of cash acquired

     (275     (25,611
                

Net cash provided by investing activities

     8,830        12,548   
                

Cash flows from financing activities:

    

Payment of debt issuance costs

     -          (6

Borrowings under term loans

     -          19,505   

Repayments under short-term debt

     (6,000     -     

Repayments under short-term note payable

     (4,000     (19,517

Borrowings under revolving credit facility

     -          39,700   

Repayments under revolving credit facility

     -          (50,700

Purchase of treasury stock

     (1     (67

Payment of dividends

     -          (34,731

Issuance of subsidiary preferred stock

     -          11,500   

Payment of subsidiary preferred stock issuance costs

     -          (176
                

Net cash used in financing activities

     (10,001     (34,492
                

Net increase in cash and cash equivalents

     769        322   

Cash and cash equivalents at beginning of period

     11,744        12,096   
                

Cash and cash equivalents at end of period

   $ 12,513      $ 12,418   
                

 

7


GATEHOUSE MEDIA, INC. AND SUBSIDIARIES

As Adjusted EBITDA

(In thousands)

 

     Three months
ended
September 30, 2009
    Three months
ended
September 30, 2008
    Nine months
ended
September 30, 2009
    Nine months
ended
September 30, 2008
 

Income (loss) from continuing operations

   $ 2,126      $ (15,746   $ (523,896   $ (477,026

Income tax expense (benefit)

     (6     (207     308        (13,523

Loss on derivative instrument (1)

     3,552        3,769        9,465        5,525   

Gain on early extinguishment of debt

     (7,538     -          (7,538     -     

Amortization of deferred financing costs

     340        340        1,020        1,504   

Write-off of financing costs

     -          -          743        -     

Interest expense

     15,727        21,587        49,214        69,220   

Impairment of long-lived assets

     -          118        206,089        102,635   

Depreciation and amortization

     12,053        16,693        43,774        53,238   

Goodwill and masthead impairment

     -          -          275,310        333,554   
                                

Adjusted EBITDA from continuing operations

     26,254        26,554        54,489        75,127   

Non-cash compensation and other expense

     1,672        3,323        6,492        14,070   

Non-cash portion of postretirement benefits expense

     (149     119        (302     1,012   

Integration and reorganization costs

     199        1,505        1,431        5,632   

(Gain) loss on sale of assets

     (602     4        (368     210   

Income (loss) from discontinued operations

     (39     1,166        7        4,678   
                                

As Adjusted EBITDA

     27,335        32,671        61,749        100,729   

Net capital expenditures

     (400     (1,633     (1,964     (7,422

Cash taxes

     (329     202        (566     146   

Interest paid

     (15,478     (21,456     (52,922     (69,089
                                

Levered Free Cash Flow

   $ 11,128      $ 9,784      $ 6,297      $ 24,364   
                                

 

(1) Non-cash loss on derivative instruments is related to interest rate swap agreements which are financing related and are excluded from Adjusted EBITDA.

GATEHOUSE MEDIA, INC. AND SUBSIDIARIES

As Adjusted Revenues

(In thousands)

 

     Three months
ended
September 30, 2009
    Three months
ended
September 30, 2008
    Nine months
ended
September 30, 2009
    Nine months
ended
September 30, 2008
 

Total revenues from continuing operations

   $ 144,933      $ 170,536      $ 435,023      $ 511,749   

Revenues from discontinued operations

     3        2,989        769        18,125   

Revenues from non-wholly owned subsidiary

     (1,433     (2,099     (2,947     (2,730
                                

As Adjusted Revenues

   $ 143,503      $ 171,426      $ 432,845      $ 527,144   
                                

 

8