Dear Fellow Shareholders:
The beginning of 2011 started with considerable uncertainty surrounding the U.S. economy. It was not unusual to hear commentators and economic pundits talk about the possibility of a double-dip recession. While the economy did shrug off some first quarter jitters and is beginning to show some signs of life, the recovery has been slow.
Our year mirrored the overall economic trend. We started out of the gate a little slower than we expected but finished the year on a strong note. Total revenues were $525.8 million for the full year, a decrease of 5.9% over the prior year and 6.7% on a same reporting period basis, as we continued to face headwinds on both the secular and economic fronts. Our trends showed improvement throughout the year and we were encouraged by the improvements we saw across many of our revenue categories as the year came to a close. The broad-based improvement in the fourth quarter resulted in revenue declines of 4.8%, our best comparison of the year.
Our digital revenues grew a healthy 23.5% in 2011 on a same reporting period basis. Our digital initiatives continue to drive total audience growth as well, as we saw increases in average monthly unique visitors and average monthly page views in 2011 while also implementing pay meters on many of our sites in the second half of the year. We also saw our mobile audience grow significantly as we rolled out mobile web platforms. At GateHouse Media, we continue to believe it is critical that we remain focused on producing and providing the highest quality content across multiple platforms.
We remained vigilant in implementing additional permanent expense reductions and resource realignment toward growth opportunities. Our efforts on the expense front helped to offset some of the revenue declines and we continue to evaluate centralization and outsourcing opportunities to develop a more efficient operating model. Full year 2011 operating costs and SG&A expense declined $25.5 million or 5.5% compared to the prior year, and 6.4% on a same reporting period basis.
As Adjusted EBITDA for the year was $90.4 million, a decrease of $8.6 million or 8.7% on a same reporting period basis. I was encouraged that the overall As Adjusted EBITDA trends improved during the year and particularly our fourth quarter where we generated $32.9 million of As Adjusted EBITDA, with a margin of 22.9%. This represented growth over the prior year of 4.3% and was also our largest quarter in terms of As Adjusted EBITDA since the third quarter of 2008.
While I believe we delivered solid performance under the current operating environment, 2011 may best be known as the year we laid the foundation for a major transformation at GateHouse Media. Recently, we embarked on a strategic initiative to reevaluate our traditional business model and transform the company into a truly multi-media enterprise. This project resulted in five major transformational initiatives that address long-term structural and organizational issues and that we believe will enable us to evolve into a local multi-media company better positioned for growth. The five fundamental initiatives are:
| 1. | Accelerate digital growth in terms of both revenue and audience. |
| 2. | Grow consumer revenues, including circulation, in both print and digital through new products, new services and pricing strategies. |
| 3. | Preserve the power of print by stabilizing our print advertising revenue and improving the value of our products. |
| 4. | Drive permanent structural cost reduction and realignment to fund growth and innovation. |
| 5. | Develop and launch new businesses by leveraging our core strengths and being positioned to grow beyond our existing footprint. |
By repositioning our operations and organizational structure, we believe we can best align our resources and focus on the opportunities that present the most potential for growth. This effort includes a leaner, more vertical management design, a lower cost structure, more efficient processes and the alignment of leadership skill sets with the best growth opportunities. We are excited about the progress being made to date in these areas.
We are starting to see some positive changes in our trends since we began rolling out these initiatives in late 2011. I am pleased with the implementation of a more structured approach to many of the functional areas of our business and the impact it is having on our results. We also adopted a new company-wide organizational structure in January 2012 that we believe is better aligned to support our new initiatives.
In 2011, many hours were spent analyzing and evaluating the needs of the organization by a diverse group of individuals from all areas of the GateHouse Media organization. In 2012, we will be focusing on implementing and executing on the plans developed. There is still much work to be done, but I am confident that we are heading in the right direction. I want to thank all of our employees for their continued commitment to GateHouse Media as we go through this transformation.
Mike Reed
Chief Executive Officer
Forward-Looking Statements
We have included in this report and in our Annual Report on Form 10-K filed with the SEC forward-looking statements within the meaning of Section 27A of the Securities Act of 1935, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, relating to our operations and results of operations that are based on our current expectations, estimates and projections. Words such as anticipates, expects, intends, plans, projects, believe(s), will, aim, would, seek(s), estimates and similar expressions are used to identify these forward-looking statements. These statements are not guarantees of future performance and involve risks, uncertainties and assumptions that are difficult to predict. Forward-looking statements are based upon assumptions as to future events that may not prove to be accurate. Actual outcomes and results may differ materially from what is expressed or forecast in these forward-looking statements. We are not responsible for updating or revising any forward-looking statements, whether the result of new information, future events or otherwise, except as required by law.
Potential risks and uncertainties which could adversely affect our results include, without limitation, the following factors: (a) increased consolidation among advertisers or other events which may adversely affect business operations of major customers and depress the level of advertising; (b) a further economic downturn or a delayed economic recovery in some or all our principal markets leading to decreased circulation or advertising; (c) a decline or slowed growth in general newspaper readership and/or advertiser revenues as a result of competitive alternative media or other factors; (d) an increase in newsprint costs over the levels anticipated or any shortage in the availability of newsprint; (e) labor disputes which may cause revenue declines or increased labor costs, including the cost of benefits; (f) acquisitions of new businesses, and associated integration risks, or dispositions of existing businesses; (g) rapid technological changes and frequent new product introductions in electronic publishing and other areas of our business; (h) the levels of our borrowings; (i) our ability to successfully implement cost reduction and cash preservation plans; (j) an increase in interest rates; (k) our ability to maintain adequate liquidity and financing sources; (l) our ability to compete effectively in the local media industry; (m) the success or failure of our digital business and related initiatives and strategic realignments and undertakings; (n) increasing health care costs and (o) general economic, political and business conditions.
Non-GAAP Measures
As Adjusted EBITDA is a non-GAAP measure used by our senior management and Board of Directors to evaluate operating performance, cash flows and liquidity and are not calculated in accordance with U.S. generally accepted accounting principles (GAAP). We define As Adjusted EBITDA as net income (loss) before interest, income tax expense (benefit), depreciation and amortization and other non-recurring or non-cash items such as non-cash compensation and non-recurring integration and reorganization costs. The non-GAAP measure referred to in this annual report 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. For more detailed explanations of the assumptions, methodologies and a reconciliation to net income, please visit www.gatehousemedia.com/investors.
Change in Reporting Period
Prior to 2011, our fiscal year ended on December 31. Effective January 1, 2011, the Companys fiscal year changed to a 52 week operating year ending on the Sunday closest to December 31. This change impacted comparisons to the prior year. We estimated the impact of this change for better comparability year over year in reporting same store results (same reporting period basis).
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
| x | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the Fiscal Year Ended January 1, 2012
I.C.
| ¨ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
Commission file number: 001-33091
GateHouse Media, Inc.
(Exact name of registrant as specified in its charter)
|
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) | (Zip Code) | |
Telephone: (585) 598-0030
(Registrants telephone number, including area code)
Securities Registered Pursuant to Section 12(b) of the Act:
None
Securities Registered Pursuant to Section 12(g) of the Act:
Common stock, $0.01 par value per share
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ¨ 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 ¨ 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 ¨
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or such shorter period that the registrant was required to submit and post such files). Yes x No ¨
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 registrants 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. x
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.
|
Large accelerated filer ¨ |
Accelerated filer ¨ | Non-accelerated filer ¨ | Smaller reporting company x |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No x
The aggregate market value of the voting common equity held by non-affiliates of the registrant on June 24, 2011, the last business day of the registrants most recently completed second fiscal quarter, was approximately $4.1 million. The market value calculation was determined using a per share price of $0.11, the price at which the registrants common stock was last sold on the Over-the-Counter Bulletin Board System on such date. For purposes of this calculation, shares held by non-affiliates excludes only those shares beneficially owned by the registrants executive officers, directors, and stockholders owning 10% or more of the registrants outstanding common stock (and, in each case, their immediate family members and affiliates).
As of February 28, 2012, 58,077,031 shares of the registrants common stock were outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the registrants definitive proxy statement, to be delivered to stockholders in connection with the registrants 2012 annual meeting of stockholders, are incorporated by reference into Part III of this Annual Report on Form 10-K to the extent described herein.
GATEHOUSE MEDIA, INC.
FORM 10-K
FOR THE YEAR ENDED JANUARY 1, 2012
TABLE OF CONTENTS
i
Unless the context otherwise requires, in this report on Form 10-K:
| |
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 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 Financings refers to the financing transactions contemplated by the 2007 Credit Facility, the First Amendment and the Bridge Facility; |
| |
2008 Bridge Facility refers to the Bridge Credit Agreement entered into with Barclays on February 15, 2008; |
| |
Agency Amendment refers to the amendment to the 2007 Credit Facility that was entered into as of March 30, 2011; |
| |
Agent refers to the Administrative Agent and Control Agent under the 2007 Credit Facility; |
| |
Barclays refers to Barclays Capital; |
| |
Bridge Facility refers to the bridge term loan credit facility that was entered into on April 11, 2007; |
| |
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 Copleys midwest (Ohio and Illinois) operations and business; |
| |
CP Media and CNC refer to CP Media, Inc. and its predecessor entities; |
| |
Enterprise refers to Enterprise NewsMedia, LLC and its subsidiaries and predecessor entities; |
| |
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; |
| |
Gleacher refers to Gleacher Products Corp.; |
| |
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); |
| |
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; |
ii
| |
Morris refers to Morris Publishing Group; |
| |
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; |
| |
Second Amendment refers to the amendment to the 2007 Credit Facility that was entered into on February 3, 2009; |
| |
Second Waiver and Amendment refers to the waiver of compliance with the leverage ratio covenant and amendment of 2008 Bridge Facility entered into on February 12, 2009; |
| |
SureWest refers to SureWest Directories; and |
| |
SureWest Acquisition refers to the acquisition by us of all the equity interests of SureWest. |
| |
Wells Fargo Bank refers to Wells Fargo Bank, National Association (successor-by-merger to Wachovia Bank, National Association). |
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 January 1, 2012, unless otherwise indicated.
iii
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, aim, would, seek(s), estimate(s) and similar expressions are intended to identify such forward-looking statements.
Forward-looking statements are based on managements 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.
iv
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. 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 435 community publications and more than 585 related websites and mobile sites and six yellow page directories, serves over 296,000 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 January 1, 2012, unless otherwise indicated.
Our core products include:
| |
79 daily newspapers with total paid circulation of approximately 645,000; |
| |
261 weekly newspapers (published up to three times per week) with total paid circulation of approximately 456,000 and total free circulation of approximately 701,000; |
| |
95 shoppers (generally advertising-only publications) with total circulation of approximately 1.5 million; |
| |
over 585 locally focused websites and mobile sites, which extend our franchises onto the internet and mobile devices with approximately 71 million page views per month; and |
| |
six yellow page directories, with a distribution of approximately 490,000, that covers a population of approximately 1.2 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 19 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 84% of our daily newspapers have been published for more than 100 years and 100% 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 history of growth through acquisitions and new product launches. Since our inception, we have acquired 420 daily and weekly newspapers, shoppers and directories. We believe we have demonstrated an ability to successfully integrate acquired publications and improve their performance through sound and consistent management practice, including revenue generating and direct cost saving initiatives. We believe that the current economic environment, however, has limited and will continue to limit our ability to grow through acquisition in the near-term. As a result we are more focused on transforming our business to a locally oriented
1
multi-media content and advertising business as well as cost reductions and de-levering opportunities. As part of the cost reductions we have engaged in a series of individual restructuring programs, designed primarily to right size our employee base, consolidate facilities and improve operations. Given our scale, we see significant long-term opportunities to resume our acquisition and integration strategy within the highly fragmented local media industry.
We operate in 340 markets across 21 states. A key element of our business strategy is geographic clustering of publications to realize operating efficiencies and provide consistent management practices. 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, accounting 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. We are also centralizing certain functions across the entire company, particularly in the ad production and content areas in an effort to become more efficient and better serve our publications and customers. In addition, we believe that our size allows us to achieve economies of scale.
Compared with the industry as a whole, we believe that our advertising revenue tends to be less volatile, especially during economic downturns, such as the one we recently experienced. We believe that our lower than average industry advertising revenue volatility is a result of our geographic diversity, with our revenues coming from markets across 21 states, the large number of products we publish and our fragmented, diversified local advertising customer base. We also 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 believe 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, websites, 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, and outdoor advertising. We believe that local print and online publications are the most effective medium for local retail advertising, which emphasizes the price of goods in an effort to move inventory on a regular basis, in contrast to radio, broadcast and cable, television, and the internet, which are generally used for image or branding advertising. In addition, local print and online publications generally have the highest local audience penetration rates, which allows local advertisers to get their message to a large portion of the local audience.
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, which tends to be more of a commodity. In contrast, locally focused media delivers a highly focused product that is often the only source of local news and 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.
2
Advertising Market
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 increasing internet and mobile usage and the wide array of available information sources, we have seen advertisers shift their focus to have a digital component to their local advertising strategy. To that end, in addition to printed products, the majority of our local publications have an online presence that further leverages the local brand, ensures higher penetration into the market, and provides a digital alternative for local advertisers.
Digital Media
The time spent online and on mobile devices each day by media consumers continues to grow and newspaper web and mobile 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. Newspaper websites have shown to be some of the most visited websites by online media news consumers.
We believe that our local publications are well positioned to capitalize on their existing market franchises and grow their total audience base by publishing proprietary local content digitally; via the internet, mobile websites and apps. Local digital media include traditional classifieds, directories of business information, local advertising, databases, audience-contributed content and mobile applications. We believe this additional community-specific content will further extend and expand both the reach and the brand of our publications with readers and advertisers. We believe that building a strong local digital business extends the core audience of a local publication.
The opportunity created by the extension of the core audience makes local digital 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, we believe the digital media offers them a powerful medium to reach local audiences. This opportunity is further enhanced by our behavioral targeting products which allow advertisers to reach specific demographics of our audience. We also plan to hire a new digital only sales force to focus on digital growth in key market DMAs.
Circulation
Overall daily newspaper circulation, including national and urban newspapers, has been declining steadily over the past several years. Small and midsize local market newspapers have generally had smaller declines and more stability in their paid circulation volumes due to the relevant and unique hyper-local news they produce. In addition, this unique and valuable hyper-local content allows smaller market newspapers to continue to raise prices, leading to stable circulation revenues.
Our Strategy
We plan to maximize our revenue and cash flow potential in the existing economic and industry climate through a combination of (i) organic growth in our existing portfolio, especially in our digital based products, (ii) taking advantage of cost reductions and de-leveraging opportunities, and (iii) the realization of economies of scale and operating efficiencies. Given our scale, we see significant long-term opportunities to continue our previous acquisition and integration strategy. The key elements of our strategy are:
3
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 and to be able to deliver that content to our customers across multiple print and digital platforms. We believe it is very important for us to protect the content from unauthorized users who use it for their own commercial purposes. We also believe it is important for us to develop subscription revenue streams from our digital content.
Strengthening our Balance Sheet and Managing our Operations. Our focus continues to be on strengthening our balance sheet and managing our operations. From an operations standpoint, we intend to continue to focus on our digital business. We will continue to invest in recruitment and training of our sales executives in order to train them to become multi-media sales staff as well as capture new or additional revenues and market share. With our revolving credit facility balance at zero and no amortization on our long term credit facility that matures in 2014, we believe that we have increased flexibility to use available cash generated from operations to invest in growing our business organically, strengthen our balance sheet, build liquidity, and put ourselves in a position to potentially take advantage of the dislocation in the markets, particularly with regard to valuations.
In addition, we intend to continue to aggressively pursue permanent cost reductions on our controllable expenses and look for ways to manage inflationary pressures and to become more efficient.
Leverage Benefits of Scale and Clustering to Increase Cash Flows and Operating Profit Margins. We recently changed our organizational structure to be more vertical by functional area in order to create greater focus and accountability. We intend to continue to take advantage of geographic clustering and company wide centralization of key functions 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 ad production and content purchasing, administrative functions, and other duplicative functions completed in the field.
Increase Sales Force Productivity. We aim to continue to increase the productivity of our sales force and, in turn, help maximize advertising revenues. We also aim to create a multi-media sales culture and feel that is critical to our long term success. Our approach includes ongoing company-wide training of sales representatives and sales managers that focuses on strengthening their ability to gather relevant demographic information, to understand multi-media and product portfolio sales, to design effective customer presentation, effectively utilize time and close on sales calls. Our training includes sharing best practices of our most successful account representatives. We regularly evaluate the performance of our sales representatives and sales management and implement contests and other incentive compensation programs. We have recently redesigned our sales compensation structure to put a greater emphasis on key digital growth areas and new generation. We also regularly evaluate our advertising rates to ensure we are maximizing revenue opportunities. We believe 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 our sales force.
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, print and digital, 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 print to further enhance our value to advertisers. We are actively developing web and mobile products, including deal platforms, mobile websites and applications, and
4
continue to expand the number of locations offering behavioral targeted advertising. We are also looking at developing new businesses by leveraging our core strengths that have the potential to grow beyond our existing markets.
Pursue a Content-Driven Internet Strategy. We believe that we are well-positioned to increase our digital 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 drive additional subscription revenues 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 also have the ability to sell online display advertising and online video advertising locally and nationally. Finally, we intend to share resources across our organization in order to give 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.
5
Products
Our product mix consists of four publication types: (i) daily newspapers, (ii) weekly newspapers, (iii) shoppers and (iv) niche publications. Most of these publications have a digital presence as discussed in the following table. Some of the key characteristics of each of these types of publications are also summarized in the table below.
|
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) | ||||
|
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 | ||||
| Free: Advertising revenue only, provide 100% market coverage. | Free: Advertising revenue only, provide 100% market coverage | Free: Advertising revenue only | ||||||
| Internet Availability: | Maintain locally oriented websites, mobile sites and mobile apps, for select locations | Major publications maintain locally oriented websites and mobile sites for select locations | Major publications maintain locally oriented websites | Selectively available online | ||||
Overview of Operations
We operate in five geographic regions: Western, Midwest, New England, Atlantic and Great Lakes. We are in the process of further reorganizing the management structure of our operations, which will allow us to better address the unique needs of the various types of publications we produce. We are also expanding our functional team to include management dedicated to Digital Revenue and Consumer Marketing. We believe this new organization structure enables us to focus on expanding our digital offerings across the organization while preserving our print products. The discussion that follows is based on our management structure as of year
6
end. A list of our dailies, weeklies, shoppers and websites in each of our geographic regions is included under List of Our Dailies, Weeklies, Shoppers, Websites and Directories in this report. We also operate over 585 related websites and mobile sites.
The following table sets forth information regarding our publications.
| Number of Publications | Circulation (1) | |||||||||||||||||||||||
|
Operating Region |
Dailies | Weeklies | Shoppers | Paid | Free |
Total
Circulation |
||||||||||||||||||
|
Western |
23 | 61 | 25 | 303,416 | 620,158 | 923,574 | ||||||||||||||||||
|
Midwest |
28 | 55 | 35 | 154,125 | 546,757 | 700,882 | ||||||||||||||||||
|
New England |
7 | 112 | 3 | 305,625 | 363,611 | 669,236 | ||||||||||||||||||
|
Atlantic |
10 | 29 | 20 | 201,190 | 382,071 | 583,261 | ||||||||||||||||||
|
Great Lakes |
11 | 4 | 12 | 136,401 | 342,724 | 479,125 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
|
Total |
79 | 261 | 95 | 1,100,757 | 2,255,321 | 3,356,078 | ||||||||||||||||||
| (1) | Circulation statistics are estimated by our management as of January 1, 2012, except that audited circulation statistics, to the extent available, are utilized as of the audit date. |
Western Region. Our Western region encompasses Illinois, California, and Colorado with a total of 23 daily newspapers, 61 weekly newspapers and 25 shoppers. In addition to a good geographic mix, we benefit from a diverse economic and employment base across this 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. With major daily newspapers in Rockford, Peoria, and the state capital of Springfield, coupled with the southern and western Chicago suburbs, we are the largest publishing company in Illinois. 20 paid daily newspapers, 35 paid weekly newspapers, 18 free weekly papers, and 20 shoppers provide inclusive coverage across our three main clusters which are further supported by four print production facilities.
The suburban Chicago cluster publishes 22 weekly newspapers in the western suburbs. Coupled with these publications is the door-to-door Independent Delivery Service 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 41,594 daily paid circulation base and its TMC product The Weekly, with four zoned editions. The Rockford Register Star operates successful web sites that have more than 1.0 million combined monthly unique visitors.
The western cluster of Illinois is composed of seven daily newspapers, 16 weekly newspapers, and seven shoppers. The Peoria Journal Star with its daily paid circulation of 60,094 also provided print efficiencies to our neighboring publications. This coupled with the print capacities of our Galesburg print facility located at The Register-Mail has enhanced print and distribution levels. The market we serve includes manufacturing facilities for Caterpillar and John Deere, higher education including Bradley University, Monmouth College, Knox College, and Western Illinois University, various health care centers and providers, and agricultural companies such as Pioneer and Monsanto. The Peoria Journal Star also has web sites with combined monthly unique visitors of more than 1.0 million.
The Springfield State Journal-Register with a daily paid circulation of 40,595 covers the state capital of Illinois. The State Journal-Register also has successful web sites with combined monthly unique visitors of more than 1.3 million. Further south, the SI Trader with its paid weekly circulation of 12,039, adds further support to
7
the additional eight daily newspapers, 12 paid weekly publications, and 10 weekly shoppers throughout this section of the state.
La Junta in the southeastern part of the state represents the Colorado properties. Along with La Junta we also serve Bent County and Fowler 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, Ridgecrest and Yreka. These publications reach from northern California through the southern desert and China Lake naval base in Ridgecrest.
The following table sets forth information regarding the number of publications and production facilities in the Western region:
| Publications |
Production
Facilities |
|||||||||||||||
|
State of Operations |
Dailies | Weeklies | Shoppers | |||||||||||||
|
Illinois |
20 | 53 | 20 | 4 | ||||||||||||
|
California |
2 | 5 | 5 | 2 | ||||||||||||
|
Colorado |
1 | 3 | 0 | 1 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
|
Total |
23 | 61 | 25 | 7 | ||||||||||||
Midwest Region. Our Midwest region comprises 28 daily newspapers, 55 weekly newspapers and 35 shoppers in parts of Missouri, Kansas, Arkansas, Oklahoma, Tennessee, Louisiana, Minnesota, Nebraska, North Dakota and Iowa. Each of our daily newspapers and five of our weeklies in the 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 greatest concentration of circulation and market presence in our Midwest region is in northern Missouri where we operate seven daily newspapers and three weekly newspapers and seven shoppers. We serve the 22,000 square mile area from Hannibal, on the states 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.
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, our three daily newspapers, eight weekly newspapers and three shoppers that serve the Lake of the Ozarks area reach approximately 165,000 people.
Located in southwest Missouri and southeast Kansas is our Joplin cluster with three daily and four weekly newspapers and four shoppers, serving a population of approximately 170,000. There are several colleges and universities in the area, a National Guard Fort, several large medical centers and a diverse mix of retail businesses, including the 120-store Northpark Mall.
The Midwest region also includes our Kansas City cluster with six publications (two daily and two weekly newspapers and two shoppers) located in the eastern Kansas cities of Leavenworth 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.
8
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.
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. These papers represent the primary local news and information source for these communities.
The Wichita cluster, with a population of approximately 600,000 people, consists of three dailies, six weeklies and three shoppers in the towns of Andover, Augusta, 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 major 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 five publications located in the cities of Leesville, Sulpher, DeRidder and Vinton. Local employers include major manufacturers such as Alcoa, Firestone, International Paper and Proctor & Gamble.
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, and Plaquemine. Numerous petrochemical companies such as BASF, Exxon Mobil and Dow Chemical, plus universities including Louisiana State, support the local economies.
The following table sets forth information regarding the number of publications and production facilities in the Midwest region:
New England Region. We are one of the largest community newspaper publishers in New England by number of daily publications and quite a large concentration of weekly newspapers, serving 113 communities in markets across eastern Massachusetts and Norwich, Connecticut. The three largest daily newspapers in this region are: The Patriot Ledger (founded in 1837 with circulation of 38,575), the Enterprise (founded in 1880 with circulation of 21,870) and the MetroWest Daily News (founded in 1897 with circulation of 17,655). The New England region also has over 173 web sites, with more than 3.8 million average combined monthly unique visitors.
9
Many of the towns within our New England 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 New England region has 31 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 seventh 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 more than one million households in the region earning greater than $75,000, and a substantial homeownership rate. This upscale demographic provides a desirable market for advertisers. We reach 1.7 million readers in the eastern Massachusetts market.
Eastern Massachusetts is also an employment center for leading growth industries such as technology, biotechnology, healthcare and higher education. Many of the regions leading employers are located in the communities served by our New England regions publications.
Our Norwich, Connecticut publication diversifies the New England region as the eastern Connecticut economy differs from the nation and New England markedly. Primary economic drivers include casinos, military submarine manufacture and pharmaceutical research. Major industrial employers in the region include General Dynamics, Pfizer, Dow Chemical, Dominion Resources and the United States Navy.
The following table sets forth information regarding the number of publications and production facilities in the New England region:
| Publications |
Production
Facilities |
|||||||||||||||
|
State of Operations |
Dailies | Weeklies | Shoppers | |||||||||||||
|
Massachusetts |
6 | 111 | 2 | 3 | ||||||||||||
|
Connecticut |
1 | 1 | 1 | 0 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
|
Total |
7 | 112 | 3 | 3 | ||||||||||||
Atlantic Region. Our Atlantic region comprises of publications in New York, Pennsylvania, Delaware and West Virginia. The region is anchored by clusters in the southern tier of New York, Rochester/Canandaigua New York, Central New York, Pennsylvania/West Virginia and Delaware. All of our 10 dailies in the Atlantic region date back more than 100 years. The Atlantic region also has web sites totaling more than 1.3 million combined monthly unique visitors.
In southwestern New York, our operations are centered around five publications based in Steuben County. In Corning, The Leader , a 8,633 circulation daily newspaper, dominates the eastern half of the county and shares its hometown namesake with Corning Incorporated. 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 10,850 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 and the Genesee Country Express complement one another with combined circulation of 11,814. 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 22,000 circulation Horseheads Shopper anchors our presence in this area. The majority of the southwestern New York cluster parallels future Interstate 86 across the central southern tier
10
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.
Our Honesdale cluster, approximately 30 miles from Scranton, Pennsylvania, consists of seven 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 Honesdale and later supplemented by our acquisition of weeklies and shoppers in Carbondale and Liberty. Local employers include General Dynamics, Blue Cross/Blue Shield, Commonwealth Telephone and various colleges and universities, medical centers and governmental agencies.
We enjoy a strong presence in Upstate New York, including the popular Finger Lakes Region and the greater Rochester area. In this region we maintain a combination of 16 publications that span four counties and have a combined circulation of 140,739. This growing commercial market has a tourism industry and is known for boutique wineries and recreational activities. The flagship of Messenger Post Media is the 7,441 circulation Daily Messenger in Canandaigua.
The Central New York cluster is anchored by the Observer-Dispatch in Utica New York which has circulation of 30,607. The Utica operations include one daily and two shoppers and a weekly newspaper in Hamilton. Utica also has web sites with combined monthly unique visitors of more than 380,000. Other dailies in this group are located in Herkimer and Little Falls along with weekly and pennysavers in Liberty and Saugerties. The Utica and Herkimer County operations take advantage of numerous synergies in printing, circulation, and advertising.
Our Pennsylvania/West Virginia cluster includes dailies in Waynesboro, Pennsylvania, Keyser and Ripley, West Virginia. We also have two weeklies throughout the group and a commercial printing operation in Ravenswood, West Virginia.
The Delaware cluster publishes six weekly newspapers, one shopper, and various specialty papers that cover most of the state of Delaware, and range from suburban Wilmington in the north to Georgetown, Delaware at the south end of the state. The weekly Express shopper serves nearly all of lower Delaware and a good portion of the Eastern Shore of Maryland. Circulation for the cluster is primarily free, and totals approximately 95,792 weekly.
The following table sets forth information regarding the number of publications and production facilities in the Atlantic region:
| Publications |
Production
Facilities |
|||||||||||||||
|
State of Operations |
Dailies | Weeklies | Shoppers | |||||||||||||
|
New York |
7 | 17 | 15 | 1 | ||||||||||||
|
Pennsylvania |
2 | 4 | 2 | 2 | ||||||||||||
|
Delaware |
0 | 6 | 1 | 1 | ||||||||||||
|
West Virginia |
1 | 2 | 2 | 2 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
|
Total |
10 | 29 | 20 | 6 | ||||||||||||
Great Lakes Region. Our Great Lakes region comprises 11 daily newspapers, 4 weekly newspapers and 12 shoppers in Michigan and Ohio.
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 also maintains automotive (including recreational vehicles), boat, home construction products and furniture manufacturing sectors.
11
We have a strong presence in southern Michigan where five of our dailies, Adrian, Coldwater, Holland, Hillsdale and Sturgis, along with three weeklies and seven shoppers blanket the southern tier of the state and into Indiana. The 14,966 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.
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, one weekly publication and two shoppers. The Repository is a 55,225 daily newspaper that covers the entire area of Stark County. The Dover New Philadelphia Times Reporter is a 18,034 daily publication located 40 miles south of Canton in Tuscarawas County. The Massillon Independent is a 9,405 circulation daily that circulates in western Stark County. The Suburbanite is a 32,600 weekly publication that circulates in the affluent northern Stark County area. The Ohio cluster has very successful web sites with more than 1.8 million combined monthly unique visitors. Together the newspapers and web sites dominate their local markets.
The following table sets forth information regarding the number of publications and production facilities in the Great Lakes region:
| Publications |
Production
Facilities |
|||||||||||||||
|
State of Operations |
Dailies | Weeklies | Shoppers | |||||||||||||
|
Michigan |
8 | 3 | 10 | 5 | ||||||||||||
|
Ohio |
3 | 1 | 2 | 2 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
|
Total |
11 | 4 | 12 | 7 | ||||||||||||
Directories
The core of our directory portfolio is comprised of the three yellow page directories acquired in the SureWest Acquisition, which are located in and around the Sacramento, California area, primarily in Roseville, California. The three directories have an aggregate circulation of approximately 408,000 and service Roseville, 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 directory. The Roseville directory is the incumbent (with a circulation of approximately 250,000) and has served the local Roseville community for over 95 years and has achieved more than 50% market share.
Over the past 10 years, the Sacramento region has increased to almost 2.2 million people. The area boasts a diversified economy with both traditional economic activity (including significant government and government related business) and the presence of prominent companies such as Hewlett Packard, Intel and Oracle. This area is characterized by sophisticated consumers with attractive wealth profiles. In addition, the area maintains 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.
12
Revenue
Our operations generate three primary types of revenue: advertising, circulation (including home delivery subscriptions and single copy sales) and other (primarily commercial printing). In 2011, these revenue streams accounted for approximately 70%, 25% and 5%, respectively, of our total revenue. The contribution of advertising, circulation and other revenue to our total revenue in 2011, 2010 and 2009 was as follows:
|
Year Ended
January 1, 2012 |
Year Ended
December 31, 2010 |
Year Ended
December 31, 2009 |
||||||||||
| (In thousands) | ||||||||||||
|
Revenue: |
||||||||||||
|
Advertising |
$ | 365,563 | $ | 395,794 | $ | 409,627 | ||||||
|
Circulation |
134,201 | 136,377 | 142,023 | |||||||||
|
Commercial printing and other |
26,029 | 26,417 | 33,143 | |||||||||
|
|
|
|
|
|
|
|||||||
|
Total revenue |
$ | 525,793 | $ | 558,588 | $ | 584,793 | ||||||
Advertising
Advertising revenue, which includes revenue generated from online and mobile products, is the largest component of our revenue, accounting for approximately 70%, 71% and 70% of our total revenue in 2011, 2010 and 2009, respectively. We categorize advertising as follows:
| |
Local Retaillocal retailers, local stores for national retailers, grocers, department and furniture stores, local financial institutions, niche shops, restaurants and other consumer related businesses. |
| |
Local Classifiedlocal employment, automotive, real estate and other advertising. |
| |
Onlinebanner, display, classified, behavioral targeting, search and other advertising on websites or mobile devices. |
| |
Nationalnational and major accounts such as wireless communications companies, airlines and hotels. |
We believe that our advertising revenue tends to be less volatile than the advertising revenue of large metropolitan and national print media because we rely primarily on local, rather than national, advertising and we have less exposure to classified revenue than others within our industry. We generally derive 95% or more of our advertising revenue from local advertising (local retail, local classified and online) and less than 5% from national advertising. We believe that local advertising tends to be less sensitive to economic cycles than national advertising because local businesses generally have fewer effective advertising channels through which they may 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 incentive compensation is based upon growing advertising revenue. We have redesigned our sales compensation program by putting a greater emphasis on digital and new business growth. We share advertising concepts throughout our network of publishers and advertising directors including periodic special section programs, 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 total revenue in 2009, 2010 or 2011 and our 20 largest advertisers account for less than 5% of total revenue.
13
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.
We have experienced declines in advertising revenue over the past few years, due primarily to a combination of the economic recession and secular pressures on the business. We continue to search for organic growth opportunities, specifically in our online advertising and ways to stabilize print revenue declines through new product launches and pricing.
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 79 paid daily publications that range in circulation from approximately 500 to over 61,000 and 188 paid weekly publications that range in circulation from approximately 100 to 19,000. Circulation revenue accounted for approximately 25%, 24% and 24% of our total revenue in 2011, 2010 and 2009, respectively.
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, direct mail campaigns, 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:
| |
Increasing the amount of unique hyper-local content; |
| |
Increasing the use of color and color photographs; |
| |
Improving graphic design, including complete redesigns; |
| |
Developing creative and interactive promotional campaigns; and |
| |
Improving customer service and company wide customer retention efforts. |
We believe that our unique and valuable hyper-local content allows us to continue to produce products of great relevance to our local market audiences. This allows us to be able to periodically raise prices, both for home delivery and on a single copy basis, resulting in increased circulation revenues. We also believe this hyper-local unique content will allow us to find ways to grow circulation revenues from our wide array of digital 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
14
commercial printing, accounted for approximately 5%, 5% and 6% of our total revenue in 2011, 2010 and 2009, respectively.
Printing and Distribution
We own and operate 36 print facilities. Each of our print facilities produce 10 publications on average and are generally located within 60 miles of the communities served. By clustering our production resources or outsourcing where cost beneficial, 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 believe that we are able to 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. We continuously evaluate lower cost options for newspaper delivery. In addition, certain of our shopper and weekly publications are delivered via the U.S. Postal Service.
Newsprint
We are a member of a consortium which enables our local publishers to obtain favorable pricing when investing in newsprint by going to 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. In addition we have an agreement with a newsprint vendor to supply certain of our properties with all their newsprint requirements at a fixed price. We generally maintain a 45 to 55 day inventory of newsprint. Newsprint is a readily available commodity.
Historically, the market price of newsprint has been volatile, reaching a high of approximately $823 per metric ton in 2008 and a low of $410 per metric ton in 2002. The average market price of newsprint during 2011 was approximately $657 per metric ton.
In 2011 we consumed approximately 50,500 metric tons of newsprint (inclusive of commercial printing) and the cost of our newsprint consumption totaled approximately $33.9 million. Our newsprint expense typically averages less than 10% of total revenue, which generally compares favorably to larger, metropolitan newspapers.
For 2011 and 2012 purchases we negotiated a fixed price for approximately 75% of our newsprint tons which allowed us to eliminate some of the volatility of the market price.
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, including local blogs. However, we believe that barriers to entry are high in many of the markets we serve 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 also 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
15
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.
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.
Western Region. The Western region consists of 82 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 advertisers 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 is not 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.
Midwest Region. In our 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.
New England Region. In the New England region, the Boston Globe and boston.com , a metropolitan daily and website, respectively, owned by the New York Times Company, compete 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.
Atlantic Region. In our Atlantic markets we believe our publications are generally the dominant media in those markets. Daily newspapers owned by Gannett Company, Inc. ( 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 Communications Hagerstown (MD) Herald-Mail ; Times-Shamrock Companys Scranton (PA) The Times-Tribune and Towanda Daily/Sunday Review ; Community Newspaper Holdings, Inc.s (CNHI) Sunbury Daily Item ; Ogden-Nuttings Williamsport Sun-Gazette ; Newshouse Newspapers Syracuse Post-Standard ; and CNHIs 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.
Great Lakes Region. In our Great Lakes 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. We also face competition from dozens of other competitors such as other local daily and weekly
16
papers and niche publications, as well as radio and television stations, directories, direct mail and non-local internet websites, but none of these have proven to be significant.
Management and Employees
The 13 members of our executive management team have an average of 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 91 publishers have an average of approximately 25 years of industry experience.
As of January 1, 2012, we had approximately 4,527 full time equivalent employees, consisting of hourly and salaried employees. We employ union personnel at a number of our core publications representing approximately 665 full-time equivalent employees. As of January 1, 2012 there were 23 collective bargaining agreements covering union personnel. Five of these agreements, representing employees in Massachusetts, Michigan and Illinois, expire in 2012. 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, and local 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 our financial performance. 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 (SEC) filings, information we are required to post online pursuant to applicable SEC 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 are incorporated by reference into this report unless expressly noted. The public may read and copy any information we file with the SEC at the SECs public reference room at 100 F Street, NE, Washington, DC 20549. The public may obtain information on the operation of the public reference room by calling the SEC at 1-800-SEC-0330. The SEC also maintains a website (http://www.sec.gov) where our filings filed with the SEC are available free of charge.
17
List of Our Dailies, Weeklies, Shoppers, Websites and Directories
Our dailies, weeklies, shoppers, websites and directories are listed below. We maintain registered trademarks in many of the masthead names listed below. Maintaining such trademarks allows us to exclusively use the masthead name to the exclusion of third parties.
Western Region
|
State |
City |
Masthead |
Circulation Type |
|||
| Illinois | Benton |
Benton Evening News www.bentoneveningnews.com |
Daily | |||
| Canton |
Daily Ledger www.cantondailyledger.com |
Daily | ||||
| Carmi |
The Carmi Times www.carmitimes.com |
Daily | ||||
| Du Quoin |
Du Quoin Evening Call www.duquoin.com |
Daily | ||||
| El Dorado | El Dorado Daily Journal | Daily | ||||
| Freeport |
The Journal Standard www.journalstandard.com |
Daily | ||||
| Galesburg |
The Register-Mail www.galesburg.com |
Daily | ||||
| Harrisburg |
Harrisburg Daily Register www.dailyregister.com |
Daily | ||||
| Kewanee |
Star-Courier www.starcourier.com |
Daily | ||||
| Lincoln |
The Courier www.lincolncourier.com |
Daily | ||||
| Macomb |
McDonough County Voice www.mcdonoughvoice.com |
Daily | ||||
| Marion |
The Daily Republican www.dailyrepublicannews.com |
Daily | ||||
| Monmouth |
Daily Review Atlas www.reviewatlas.com |
Daily | ||||
| Olney |
The Olney Daily Mail www.olneydailymail.com |
Daily | ||||
| Pekin |
Pekin Daily Times www.pekintimes.com |
Daily | ||||
| Peoria |
Journal Star www.pjstar.com |
Daily | ||||
| Pontiac |
Daily Leader www.pontiacdailyleader.com |
Daily | ||||
| Rockford |
Rockford Register Star www.rrstar.com www.rockfordwoman.com |
Daily | ||||
| Springfield |
The State Journal-Register www.sj-r.com |
Daily | ||||
| West Frankfort |
Daily American www.dailyamericannews.com |
Daily | ||||
| Abingdon |
Abingdon Argus-Sentinel www.eaglepublications.com |
Paid Weekly |
18
|
State |
City |
Masthead |
Circulation Type |
|||
|
Addison/Bensenville/ Wood Dale |
Press www.mysuburbanlife.com/addison www.mysuburbanlife.com/bensenville www.mysuburbanlife.com/wooddale |
Paid Weekly | ||||
| Aledo |
The Times Record www.aledotimesrecord.com |
Paid Weekly | ||||
| Augusta |
Augusta Eagle-Scribe www.eaglepublicatons.com |
Paid Weekly | ||||
| Berwyn/Cicero/Forest View/Stickney |
Berwyn/Cicero Life www.mysuburbanlife.com/berwyn www.mysuburbanlife.com/cicero www.mysuburbanlife.com/forestview www.mysuburbanlife.com/stickney |
Paid Weekly | ||||
| Brookfield/Riverside/Lyons/ McCook/North Riverside |
Suburban Life www.mysuburbanlife.com/brookfield www.mysuburbanlife.com/riverside www.mysuburbanlife.com/lyons www.mysuburbanlife.com/mccook www.mysuburbanlife.com/northriverside |
Paid Weekly | ||||
| Cambridge |
Cambridge Chronicle www.cambridgechron.com |
Paid Weekly | ||||
| Carmi | The Weekly Times | Paid Weekly | ||||
| Carol Stream/ Roselle/Bloomingdale/ Bartlett/Glendale Heights/ Hanover Park/Itasca/ Streamwood |
Press www.mysuburbanlife.com/carolstream www.mysuburbanlife.com/roselle www.mysuburbanlife.com/bloomingdale www.mysuburbanlife.com/bartlett www.mysuburbanlife.com/glendaleheights www.mysuburbanlife.com/hanoverpark www.mysuburbanlife.com/itasca www.mysuburbanlife.com/streamwood |
Paid Weekly | ||||
| Chester |
Randolph County Herald Tribune www.randolphcountyheraldtribune.com |
Paid Weekly | ||||
| Christopher | The Progress | Paid Weekly | ||||
| Downers Grove | Pro-Football Weekly | Paid Weekly | ||||
| Du Quoin | Du Quoin News | Paid Weekly | ||||
| Du Quoin | Ashley News | Paid Weekly | ||||
| Fairbury | The Blade | Paid Weekly | ||||
| Flora |
Clay County Advocate Press www.advocatepress.com |
Paid Weekly | ||||
| Galva |
Galva News www.galvanews.com |
Paid Weekly | ||||
| Geneseo |
The Geneseo Republic www.geneseorepublic.com |
Paid Weekly | ||||
| Huntley/Marengo |
Farmside www.mysuburbanlife.com/huntley www.mysuburbanlife.com/marengo |
Paid Weekly |
19
|
State |
City |
Masthead |
Circulation Type |
|||
| LaGrange/Westchester/ Berkeley/Broadview/ Hillside/Hodgkins/Indian Head Park/LaGrange Park/ Western Springs/Willow Springs/Countryside |
Suburban Life www.mysuburbanlife.com/lagrange www.mysuburbanlife.com/westchester www.mysuburbanlife.com/berkeley www.mysuburbanlife.com/broadview www.mysuburbanlife.com/hillside www.mysuburbanlife.com/hodgkins www.mysuburbanlife.com/indianheadpark www.mysuburbanlife.com/lagrangepark www.mysuburbanlife.com/westernsprings www.mysuburbanlife.com/willowsprings www.mysuburbanlife.com/countryside |
Paid Weekly | ||||
| Lemont |
Reporter www.mysuburbanlife.com/lemont |
Paid Weekly | ||||
| Murphysboro |
Murphysboro American www.murphysboroamerican.com |
Paid Weekly | ||||
| Newton |
Newton Press Mentor www.pressmentor.com |
Paid Weekly | ||||
| Oquawka | Oquawka Current | Paid Weekly | ||||
| Orion |
Orion Gazette www.oriongazette.com |
Paid Weekly | ||||
| Roseville |
Roseville Independent www.eaglepublications.com |
Paid Weekly | ||||
| Shawneetown | Ridgway News | Paid Weekly | ||||
| Shawneetown | Gallatin Democrat | Paid Weekly | ||||
| Steelville | The Steelville Ledger | Paid Weekly | ||||
| Teutopolis |
Teutopolis Press-Deiterich Gazette www.teutopolispress.com |
Paid Weekly | ||||
| Villa Park |
Argus www.mysuburbanlife.com/villapark |
Paid Weekly | ||||
| West Frankfort |
SI Trader www.sitraders.com |
Paid Weekly | ||||
| Westmont |
Progress www.mysuburbanlife.com/westmont |
Paid Weekly | ||||
|
Winfield/Warrenville/ West Chicago |
Press www.mysuburbanlife.com/winfield www.mysuburbanlife.com/warrenville www.mysuburbanlife.com/westchicago |
Paid Weekly | ||||
| Woodridge |
Reporter www.mysuburbanlife.com/woodridge |
Paid Weekly | ||||
| Batavia |
Republican www.mysuburbanlife.com/batavia |
Free Weekly | ||||
| Bolingbrook/Romeoville |
Reporter www.mysuburbanlife.com/bolingbrook www.mysuburbanlife.com/romeoville |
Free Weekly | ||||
| Chillicothe |
Chillicothe Times Bulletin www.chillicothetimesbulletin.com |
Free Weekly | ||||
| Downers Grove |
Reporter www.mysuburbanlife.com/downersgrove |
Free Weekly | ||||
| East Peoria |
East Peoria Times-Courier www.eastpeoriatimescourier.com |
Free Weekly |
20
|
State |
City |
Masthead |
Circulation Type |
|||
| Elmhurst/Oak Brook Terrace |
Press www.mysuburbanlife.com/elmhurst www.mysuburbanlife.com/oakbrookterrace |
Free Weekly | ||||
| Galesburg |
Knox County Neighbors www.galesburg.com |
Free Weekly | ||||
| Geneva |
Republican www.mysuburbanlife.com/geneva |
Free Weekly | ||||
| Glen Ellyn |
News www.mysuburbanlife.com/glenellyn |
Free Weekly | ||||
| Hinsdale/Darien/Burr Ridge/ Clarendon Hills/ Oak Brook/ Willowbrook |
Suburban Life www.mysuburbanlife.com/hinsdale www.mysuburbanlife.com/darien www.mysuburbanlife.com/burrridge www.mysuburbanlife.com/clarendonhills www.mysuburbanlife.com/oakbrook www.mysuburbanlife.com/willowbrook |
Free Weekly | ||||
| Lisle/Naperville |
Reporter www.mysuburbanlife.com/lisle www.mysuburbanlife.com/naperville |
Free Weekly | ||||
| Lombard |
Spectator www.mysuburbanlife.com/lombard |
Free Weekly | ||||
| Macomb | Daily Brief | Free Weekly | ||||
| Metamora |
Woodford Times www.woodfordtimes.com |
Free Weekly | ||||
| Morton |
Morton Times News www.mortontimesnews.com |
Free Weekly | ||||
| St Charles/Wayne |
Republican www.mysuburbanlife.com/stcharles www.mysuburbanlife.com/wayne |
Free Weekly | ||||
| Washington |
Washington Times Reporter www.washingtontimesreporter.com |
Free Weekly | ||||
| Wheaton |
Leader www.mysuburbanlife.com/wheaton |
Free Weekly | ||||
| Aledo | Town Crier Advertiser | Shopper | ||||
| Canton | Fulton County Shopper | Shopper | ||||
| Carmi | White County Shopper News | Shopper | ||||
| Flora | CCAP Special | Shopper | ||||
| Freeport | The Scene | Shopper | ||||
| Galatia |
Money Stretcher www.galatiamoneystretcher.com |
Shopper | ||||
| Geneseo | Henry County Advertizer/Shopper | Shopper | ||||
| Lincoln | Logan County Shopper | Shopper | ||||
| Macomb | McDonough County Choice | Shopper | ||||
| Marion | This Week in Williamson County | Shopper | ||||
| Monmouth | Pennysaver | Shopper | ||||
| Olney | Richland County Shopper | Shopper | ||||
| Olney | Jasper County News Eagle | Shopper | ||||
| Peoria | JS Shopper | Shopper | ||||
| Peoria | Pekin Extra | Shopper | ||||
| Pontiac | Livingston Shopping News | Shopper | ||||
| Rockford | The Weekly | Shopper |
21
|
State |
City |
Masthead |
Circulation Type |
|||
| Springfield | Springfield Advertiser | Shopper | ||||
| Springfield | Springfield Shopper | Shopper | ||||
| West Frankfort | Free Press | Shopper | ||||
| California | Ridgecrest |
The Daily Independent www.ridgecrestca.com |
Daily | |||
| Yreka |
Siskiyou Daily News www.siskiyoudaily.com |
Daily | ||||
| Gridley |
Gridley Herald www.gridleyherald.com |
Paid Weekly | ||||
| Mt Shasta |
Weed Press www.mtshastanews.com |
Paid Weekly | ||||
| Mt Shasta |
Dunsmuir News www.mtshastanews.com |
Paid Weekly | ||||
| Mt Shasta |
Mt Shasta Herald www.mtshastanews.com |
Paid Weekly | ||||
| Taft |
Midway Driller www.taftmidwaydriller.com |
Paid Weekly | ||||
| Gridley |
Gidley Shopping News www.gridleyherald.com |
Shopper | ||||
| Mt Shasta | Spotlight | Shopper | ||||
| Mt Shasta | Super Saver Advertiser | Shopper | ||||
| Ridgecrest | Super Tuesday | Shopper | ||||
| Yreka |
Siskiyou Seen www.siskiyoudaily.com |
Shopper | ||||
| Colorado | LaJunta |
LaJunta Tribune Democrat www.lajuntatribunedemocrat.com |
Daily | |||
| LaJunta |
Ag Journal www.agjournalonline.com |
Paid Weekly | ||||
| LaJunta |
Fowler Tribune www.fowlertribune.com |
Paid Weekly | ||||
| Las Pimas |
Bent County Democrat www.bcdemocratonline.com |
Paid Weekly |
22
Midwest Region
|
State |
City |
Masthead |
Circulation Type |
|||
| Missouri | Camdenton |
Lake Sun Leader www.lakenewsonline.com |
Daily | |||
| Carthage |
The Carthage Press www.carthagepress.com |
Daily | ||||
| Chillicothe |
Constitution Tribune www.chillicothenews.com |
Daily | ||||
| Hannibal |
Hannibal Courier Post www.hannibal.net |
Daily | ||||
| Independence |
The Examiner www.examiner.net |
Daily | ||||
| Kirksville |
Kirksville Daily Express & News www.kirksvilledailyexpress.com |
Daily | ||||
| Macon |
Chronicle Herald www.maconch.com |
Daily | ||||
| Maryville |
Maryville Daily Forum www.maryvilledailyforum.com |
Daily | ||||
| Mexico |
The Mexico Ledger www.mexicoledger.com |
Daily | ||||
| Moberly |
Moberly Monitor Index www.moberlymonitor.com |
Daily | ||||
| Neosho |
Neosho Daily News www.neoshodailynews.com |
Daily | ||||
| Rolla |
Rolla Daily News www.therolladailynews.com |
Daily | ||||
| Waynesville |
The Daily Guide www.waynesvilledailyguide.com |
Daily | ||||
| Aurora |
Aurora Advertiser www.auroraadvertiser.net |
Paid Weekly | ||||
| Boonville |
Boonville Daily News www.boonvilledailynews.com |
Paid Weekly | ||||
| Brookfield |
The Linn County Leader www.linncountyleader.com |
Paid Weekly | ||||
| Greenfield |
The Vedette www.greenfieldvedette.com |
Paid Weekly | ||||
| St James |
St James Leader Journal www.leaderjournal.com |
Paid Weekly | ||||
| Boonville | Weekly | Free Weekly | ||||
| Camdenton |
West Side Star www.lakenewsonline.com |
Free Weekly | ||||
| Carthage | The Carthage Press Wednesday TMC | Free Weekly | ||||
| Eldon | Eldon Weekly Standard | Free Weekly | ||||
| Neosho | The Neighborhood Showcase | Free Weekly | ||||
| Osage Beach | Lake Area News Focus | Free Weekly | ||||
| Osage Beach | Lake of the Ozarks Real Estate | Free Weekly | ||||
| Osage Beach | Tube Tab | Free Weekly | ||||
| Osage Beach | Vacation News | Free Weekly | ||||
| Rolla | Rolla Daily News Plus | Free Weekly | ||||
| Aurora | Big AA Shopper | Shopper | ||||
| Brookfield | Sho-Me Shopper | Shopper |
23
|
State |
City |
Masthead |
Circulation Type |
|||
| Camdenton | Penny Saver | Shopper | ||||
| Chillicothe | Chillicothe C-T Shopper | Shopper | ||||
| Greenfield | Lake Stockton Shopper | Shopper | ||||
| Hannibal | Salt River Journal | Shopper | ||||
| Independence | The Extra | Shopper | ||||
| Joplin | Big Nickel | Shopper | ||||
| Kirksville | Nemo Trader | Shopper | ||||
| Kirksville | Kirksville Crier | Shopper | ||||
| Macon |
Macon Journal www.maconch.com |
Shopper | ||||
| Moberly | The Shopper | Shopper | ||||
| Osage Beach | Lake of the Ozarks Boats | Shopper | ||||
| Waynesville | Pulaski County Weekly | Shopper | ||||
| Kansas | Dodge City |
Dodge City Daily Globe www.dodgeglobe.com |
Daily | |||
| Leavenworth |
The Leavenworth Times www.leavenworthtimes.com |
Daily | ||||
| McPherson |
McPherson Sentinel www.mcphersonsentinel.com |
Daily | ||||
| Newton |
The Newton Kansan www.thekansan.com |
Daily | ||||
| Pittsburg |
The Morning Sun www.morningsun.net |
Daily | ||||
| Wellington |
Wellington Daily News www.wellingtondailynews.com |
Daily | ||||
| Augusta |
Augusta Daily Gazette www.augustagazette.com |
Paid Weekly | ||||
| El Dorado |
The El Dorado Times www.eldoradotimes.com |
Paid Weekly | ||||
| Greensburg |
Kiowa County Signal www.kiowacountysignal.com |
Paid Weekly | ||||
| Pratt |
The Pratt Tribune www.pratttribune.com |
Paid Weekly | ||||
| St John |
St John News www.sjnewsonline.com |
Paid Weekly | ||||
| Andover |
Andover America www.andoveramerican.com |
Free Weekly | ||||
| Dodge City | La Estrella | Free Weekly | ||||
| Leavenworth | Lansing This Week | Free Weekly | ||||
| Leavenworth |
The Fort Leavenworth Lamp www.ftleavenworthlamp.com |
Free Weekly | ||||
| Dodge City | Shoppers Weekly | Shopper | ||||
| El Dorado | Shoppers Guide | Shopper | ||||
| Hiawatha | Penny Press 4 | Shopper | ||||
| Leavenworth | Chronicle Shopper | Shopper | ||||
| McPherson | South Central Kansas Shoppers Guide | Shopper | ||||
| Pittsburg | The Sunland Shopper | Shopper | ||||
| Pratt | Sunflower Shopper | Shopper |
24
|
State |
City |
Masthead |
Circulation Type |
|||
| Louisiana | Bastrop |
The Bastrop Daily Enterprise www.bastropenterprise.com |
Daily | |||
| DeRidder |
Beauregard Daily News www.beauregarddailynews.net |
Paid Weekly | ||||
| Donaldsonville |
The Donaldsonville Chief www.donaldsonvillechief.com |
Paid Weekly | ||||
| Gonzales |
Gonzales Weekly Citizen www.weeklycitizen.com |
Paid Weekly | ||||
| Leesville |
Leesville Daily Leader www.leesvilledailyleader.com |
Paid Weekly | ||||
| Plaquemine |
Post South www.postsouth.com |
Paid Weekly | ||||
| Sulphur |
Southwest Daily News www.sulphurdailynews.com |
Paid Weekly | ||||
| Sulphur | Vinton News | Paid Weekly | ||||
| Sterlington | North Quachita Weekly | Free Weekly | ||||
| Gonzales |
The Marketeer www.weeklycitizen.com |
Shopper | ||||
| Gonzales |
Nickel Ads www.weeklycitizen.com |
Shopper | ||||
| Plaquemine |
West Bank Shopper www.postsouth.com |
Shopper | ||||
| Sulphur | Calcasieu Shopper | Shopper | ||||
| Arkansas | Arkadelphia |
Daily Siftings Herald www.siftingsherald.com |
Daily | |||
| Hope |
Hope Star www.hopestar.com |
Daily | ||||
| Stuttgart |
Stuttgart Daily Leader www.stuttgartdailyleader.com |
Daily | ||||
| Gurdon |
Gurdon Times www.thegurdontimes.com |
Paid Weekly | ||||
| Heber Springs |
The Sun Times www.thesuntimes.com |
Paid Weekly | ||||
| Helena |
The Daily World www.helena-arkansas.com |
Paid Weekly | ||||
| Hope |
Nevada County Picayune www.picayune-times.com |
Paid Weekly | ||||
| Newport |
Newport Independent www.newportindependent.com |
Paid Weekly | ||||
| White Hall |
The White Hall Journal www.whitehalljournal.com |
Paid Weekly | ||||
| Arkadelphia |
Arkadelphia Extra www.siftingsherald.com |
Free Weekly | ||||
| Helena |
Daily World TMC www.helena-arkansas.com |
Free Weekly | ||||
| Hope |
Star Extra www.hopestar.com |
Free Weekly | ||||
| Stuttgart |
The Xtra www.stuttgartdailyleader.com |
Free Weekly | ||||
| White Hall | The Arsenel Sentinel | Free Weekly |
25
|
State |
City |
Masthead |
Circulation Type |
|||
| Minnesota | Crookston |
Crookston Daily Times www.crookstontimes.com |
Daily | |||
| Cottonwood | Tri-County News | Paid Weekly | ||||
| Granite Falls |
Granite Falls Advocate-Tribune www.granitefallsnews.com |
Paid Weekly | ||||
| Montevideo |
Montevideo American News www.montenews.com |
Paid Weekly | ||||
| Redwood Falls |
Redwood Gazette www.redwoodfallsgazette.com |
Paid Weekly | ||||
| Sleepy Eye |
Sleepy Eye Herald Dispatch www.sleepyeyenews.com |
Paid Weekly | ||||
| St James |
St James Plaindealer www.stjamesnews.com |
Paid Weekly | ||||
| Wabasso | The Wabasso Standard | Paid Weekly | ||||
| Halstad | The Valley Journal | Free Weekly | ||||
| Crookston | Crookston Valley Shopper | Shopper | ||||
| Halstad | The Shopper | Shopper | ||||
| Montevideo |
The Star Advisor www.montenews.com |
Shopper | ||||
| Redwood Falls | Redwood Falls Livewire | Shopper | ||||
| Sleepy Eye | Brown County Reminder | Shopper | ||||
| St James | Town and Country Shopper | Shopper | ||||
| Oklahoma | Ardmore |
The Daily Ardmoreite www.ardmoreite.com |
Daily | |||
| Shawnee |
The Shawnee News-Star www.news-star.com |
Daily | ||||
| McLoud | Friday Gazette | Paid Weekly | ||||
| Ardmore | Entertainment Spotlight | Shopper | ||||
| Nebraska | Nebraska City |
Nebraska City News Press www.ncnewspress.com |
Paid Weekly | |||
| Syracuse |
Syracuse Journal Democrat www.journaldemocrat.com |
Paid Weekly | ||||
| Nebraska City | Penny Press 1 | Shopper | ||||
| Syracuse | Penny Perss 2 | Shopper | ||||
| North Dakota | Devils Lake |
Devils Lake Daily Journal www.devilslakejournal.com |
Daily | |||
| Devils Lake | The Country Peddler | Shopper | ||||
| Iowa | Hamburg |
Hamburg Reporter www.hamburgreporter.com |
Paid Weekly | |||
| Tennessee | Oak Ridge |
The Oak Ridger www.oakridger.com |
Daily |
26
New England Region
|
State |
City |
Masthead |
Circulation Type |
|||
| Massachusetts | Brockton |
The Enterprise www.enterprisenews.com |
Daily | |||
| Fall River |
The Herald News www.heraldnews.com |
Daily | ||||
| Framingham |
The Metrowest Daily News www.metrowestdailynews.com |
Daily | ||||
| Milford |
The Milford Daily News www.milforddailynews.com |
Daily | ||||
| Quincy |
Patriot Ledger www.patriotledger.com |
Daily | ||||
| Taunton |
Taunton Daily Gazette www.tauntongazette.com |
Daily | ||||
| Abington |
Abington Mariner www.wickedlocal.com/abington |
Paid Weekly | ||||
| Acton/Roxborough |
The Beacon www.wickedlocal.com/acton |
Paid Weekly | ||||
| Allston |
Allston/Brighton Tab www.wickedlocal.com/allston |
Paid Weekly | ||||
| Amesbury |
Amesbury News www.wickedlocal.com/amesbury |
Paid Weekly | ||||
| Arlington |
The Arlington Advocate www.wickedlocal.com/arlington |
Paid Weekly | ||||
| Ashland |
Ashland Tab www.wickedlocal.com/ashland |
Paid Weekly | ||||
| Bedford |
Bedford Minuteman www.wickedlocal.com/bedford |
Paid Weekly | ||||
| Belmont |
Belmont Citizen-Herald www.wickedlocal.com/belmont |
Paid Weekly | ||||
| Beverly |
Beverly Citizen www.wickedlocal.com/beverly |
Paid Weekly | ||||
| Billerica |
Billerica Minuteman www.wickedlocal.com/billerica |
Paid Weekly | ||||
| Bolton |
The Bolton Common www.wickedlocal.com/bolton |
Paid Weekly | ||||
| Boxford |
Tri-Town Transcript www.wickedlocal.com/boxford |
Paid Weekly | ||||
| Braintree |
Braintree Forum www.wickedlocal.com/braintree |
Paid Weekly | ||||
| Brewster |
The Cape Codder www.wickedlocal.com/capecod |
Paid Weekly | ||||
| Burlington |
Burlington Union www.wickedlocal.com/burlington |
Paid Weekly | ||||
| Cambridge |
Cambridge Chronicle www.wickedlocal.com/cambridge |
Paid Weekly | ||||
| Canton |
Canton Journal www.wickedlocal.com/canton |
Paid Weekly | ||||
| Carver |
Carver Reporter www.wickedlocal.com/carver |
Paid Weekly |
27
|
State |
City |
Masthead |
Circulation Type |
|||
| Chelmsford |
Chelmsford Independent www.wickedlocal.com/chelmsford |
Paid Weekly | ||||
| Clinton |
The Lancaster Times & Clinton Courier www.wickedlocal.com/clinton |
Paid Weekly | ||||
| Cohasset |
Cohasset Mariner www.wickedlocal.com/cohasset |
Paid Weekly | ||||
| Concord |
The Concord Journal www.wickedlocal.com/concord |
Paid Weekly | ||||
| Danvers |
Danvers Herald www.wickedlocal.com/danvers |
Paid Weekly | ||||
| Dedham |
Dedham Transcript www.wickedlocal.com/dedham |
Paid Weekly | ||||
| Dover |
Dover/Sherborn Press www.wickedlocal.com/dover |
Paid Weekly | ||||
| Easton |
Easton Journal www.wickedlocal.com/easton |
Paid Weekly | ||||
| Framingham |
Westwood Press www.wickedlocal.com/westwood |
Paid Weekly | ||||
| Georgetown |
Georgetown Record www.wickedlocal.com/georgetown |
Paid Weekly | ||||
| Halifax |
Halifax/Plympton Reporter www.wickedlocal.com/halifax |
Paid Weekly | ||||
| Hamilton |
Hamilton-Wenham Chronicle www.wickedlocal.com/hamilton |
Paid Weekly | ||||
| Hanover |
Hanover Mariner www.wickedlocal.com/hanover |
Paid Weekly | ||||
| Harvard |
Harvard Post www.wickedlocal.com/harvard |
Paid Weekly | ||||
| Harwich |
Harwich Oracle www.wickedlocal.com/harwich |
Paid Weekly | ||||
| Hingham |
The Hingham Journal www.wickedlocal.com/hingham |
Paid Weekly | ||||
| Holbrook |
Holbrook Sun www.wickedlocal.com/holbrook |
Paid Weekly | ||||
| Holliston |
Holliston Tab www.wickedlocal.com/holliston |
Paid Weekly | ||||
| Hopkinton |
Hopkinton Crier www.wickedlocal.com/hopkinton |
Paid Weekly | ||||
| Hudson |
Hudson Sun www.wickedlocal.com/hudson |
Paid Weekly | ||||
| Hyannis |
The Register www.wickedlocal.com/barnstable |
Paid Weekly | ||||
| Ipswich |
Ipswich Chronicle www.wickedlocal.com/ipswich |
Paid Weekly | ||||
| Kingston |
Kingston Reporter www.wickedlocal.com/kingston |
Paid Weekly | ||||
| Lexington |
Lexington Minuteman www.wickedlocal.com/lexington |
Paid Weekly | ||||
| Lincoln |
Lincoln Journal www.wickedlocal.com/lincoln |
Paid Weekly |
28
|
State |
City |
Masthead |
Circulation Type |
|||
| Littleton |
Littleton Independent www.wickedlocal.com/littleton |
Paid Weekly | ||||
| Malden |
Malden Observer www.wickedlocal.com/malden |
Paid Weekly | ||||
| Mansfield |
Mansfield News www.wickedlocal.com/mansfield |
Paid Weekly | ||||
| Marblehead |
Marblehead Reporter www.wickedlocal.com/marblehead |
Paid Weekly | ||||
| Marion |
The Sentinel www.wickedlocal.com/marion |
Paid Weekly | ||||
| Marlborough |
Marlborough Enterprise www.wickedlocal.com/marlborough |
Paid Weekly | ||||
| Marshfield |
Marshfield Mariner www.wickedlocal.com/marshfield |
Paid Weekly | ||||
| Maynard/Stow |
The Beacon-Villager www.wickedlocal.com/maynard |
Paid Weekly | ||||
| Medfield |
Medfield Press www.wickedlocal.com/medfield |
Paid Weekly | ||||
| Medford |
Medford Transcript www.wickedlocal.com/medford |
Paid Weekly | ||||
| Melrose |
Melrose Free Press www.wickedlocal.com/melrose |
Paid Weekly | ||||
| Natick |
Natick Bulletin & Tab www.wickedlocal.com/natick |
Paid Weekly | ||||
| North Andover |
North Andover Citizen www.wickedlocal.com/northandover |
Paid Weekly | ||||
| Northborough/Southborough |
The Northborough/Southborough Villager www.wickedlocal.com/northborough |
Paid Weekly | ||||
| Norton |
Norton Mirror www.wickedlocal.com/norton |
Paid Weekly | ||||
| Norwell |
Norwell Mariner www.wickedlocal.com/norwell |
Paid Weekly | ||||
| Norwood |
Norwood Transcript & Bulletin www.wickedlocal.com/norwood |
Paid Weekly | ||||
| Pembroke |
Pembroke Mariner & Reporter www.wickedlocal.com/pembroke |
Paid Weekly | ||||
| Plymouth |
Old Colony Memorial www.wickedlocal.com/plymouth |
Paid Weekly | ||||
| Provincetown |
The Provincetown Banner www.wikedlocal.com/provincetown |
Paid Weekly | ||||
| Reading |
The Reading Advocate www.wickedlocal.com/reading |
Paid Weekly | ||||
| Rockland |
Rockland Standard www.wickedlocal.com/rockland |
Paid Weekly | ||||
| Roslindale |
Roslindale Transcript www.wickedlocal.com/roslindale |
Paid Weekly | ||||
| Saugus |
Saugus Advertiser www.wickedlocal.com/saugus |
Paid Weekly | ||||
| Scituate |
Scituate Mariner www.wickedlocal.com/scituate |
Paid Weekly |
29
|
State |
City |
Masthead |
Circulation Type |
|||
| Sharon |
Sharon Advocate www.wickedlocal.com/sharon |
Paid Weekly | ||||
| Shrewsbury |
Shrewsbury Chronicle www.wickedlocal.com/shrewsbury |
Paid Weekly | ||||
| Somerville |
Somerville Journal www.wickedlocal.com/somerville |
Paid Weekly | ||||
| Stoughton |
Stoughton Journal www.wickedlocal.com/stoughton |
Paid Weekly | ||||
| Sudbury |
The Sudbury Town Crier www.wickedlocal.com/sudbury |
Paid Weekly | ||||
| Swampscott |
Swampscott Reporter www.wickedlocal.com/swampscott |
Paid Weekly | ||||
| Tewksbury |
Tewksbury Reporter www.wickedlocal.com/tewksbury |
Paid Weekly | ||||
| Wakefield |
Wakefield Observer www.wickedlocal.com/wakefield |
Paid Weekly | ||||
| Walpole |
The Walpole Times www.wickedlocal.com/walpole |
Paid Weekly | ||||
| Waltham |
Waltham News Tribune www.wickedlocal.com/waltham |
Paid Weekly | ||||
| Wareham |
Wareham Courier www.wickedlocal.com/wareham |
Paid Weekly | ||||
| Watertown |
Watertown Tab & Press www.wickedlocal.com/watertown |
Paid Weekly | ||||
| Wayland |
The Wayland Town Crier www.wickedlocal.com/wayland |
Paid Weekly | ||||
| Wellesley |
The Wellesley Townsman www.wickedlocal.com/wellesley |
Paid Weekly | ||||
| West Roxbury |
West Roxbury Transcript www.wickedlocal.com/west-roxbury |
Paid Weekly | ||||
| Westborough |
Westborough News www.wickedlocal.com/westborough |
Paid Weekly | ||||
| Westford |
Westford Eagle www.wickedlocal.com/westford |
Paid Weekly | ||||
| Weston |
The Weston Town Crier www.wickedlocal.com/weston |
Paid Weekly | ||||
| Weymouth |
Weymouth News www.wickedlocal.com/weymouth |
Paid Weekly | ||||
| Winchester |
The Winchester Star www.wickedlocal.com/winchester |
Paid Weekly | ||||
| Bellingham |
County Gazette www.wickedlocal.com/franklin |
Free Weekly | ||||
| Boston |
Boston Homes www.linkbostonhomes.com |
Free Weekly | ||||
| Bourne |
Bourne Courier www.wickedlocal.com/bourne |
Free Weekly | ||||
| Bridgewater |
Bridgewater Independent www.wickedlocal.com/bridgewater |
Free Weekly | ||||
| Brookline |
Brookline Tab www.wickedlocal.com/brookline |
Free Weekly |
30
|
State |
City |
Masthead |
Circulation Type |
|||
| Cambridge |
Cambridge Tab www.wickedlocal.com/cambridge |
Free Weekly | ||||
| Danvers | North Shore Sunday | Free Weekly | ||||
| Duxbury |
Duxbury Reporter www.wickedlocal.com/duxbury |
Free Weekly | ||||
| Fall River |
OJornal www.ojournal.com |
Free Weekly | ||||
| Falmouth |
Falmouth Bulletin www.wickedlocal.com/falmouth |
Free Weekly | ||||
| Framingham |
Framingham Tab www.wickedlocal.com/framingham |
Free Weekly | ||||
| Gloucester | Cape Ann Beacon | Free Weekly | ||||
| Needham |
Needham Times www.wickedlocal.com/needham |
Free Weekly | ||||
| Newburyport |
The Newburyport Current www.wickedlocal.com/newburyport |
Free Weekly | ||||
| Newton |
Newton Tab www.wickedlocal.com/newton |
Free Weekly | ||||
| North Attleborough |
The North Attleborough Free Press www.wickedlocal.com/northattleborough |
Free Weekly | ||||
| Randolph |
Randolph Herald www.wickedlocal.com/randolph |
Free Weekly | ||||
| Raynham |
Raynham Call www.wickedlocal.com/raynham |
Free Weekly | ||||
| Salem |
Salem Gazette www.wickedlocal.com/salem |
Free Weekly | ||||
| Sandwich | Sandwich Broadsider | Free Weekly | ||||
| Stoneham |
Stoneham Sun www.wickedlocal.com/stoneham |
Free Weekly | ||||
| Wilmington |
Wilmington Advocate www.wickedlocal.com/wilmington |
Free Weekly | ||||
| Woburn |
Woburn Advocate www.wickedlocal.com/woburn |
Free Weekly | ||||
| Fall River | South Coast Life | Shopper | ||||
| Taunton | Yellow Jacket | Shopper | ||||
| Avon | www.wickedlocal.com/avon | On-line Only | ||||
| Bellingham | www.wickedlocal.com/bellingham | On-line Only | ||||
| Berkley | www.wickedlocal.com/berkley | On-line Only | ||||
| Boxborough | www.wickedlocal.com/boxborough | On-line Only | ||||
| Brewster | www.wickedlocal.com/brewster | On-line Only | ||||
| Brockton | www.wickedlocal.com/brockton | On-line Only | ||||
| Chatham | www.wickedlocal.com/chatham | On-line Only | ||||
| Dennis | www.wickedlocal.com/dennis | On-line Only | ||||
| Dighton | www.wickedlocal.com/dighton | On-line Only | ||||
| East Bridgewater | www.wickedlocal.com/bridgewatereast | On-line Only | ||||
| Eastham | www.wickedlocal.com/eastham | On-line Only | ||||
| Essex | www.wickedlocal.com/essex | On-line Only | ||||
| Fall River | www.wickedlocal.com/fall-river | On-line Only | ||||
| Foxborough | www.wickedlocal.com/foxborough | On-line Only | ||||
| Gloucester | www.wickedlocal.com/gloucester | On-line Only | ||||
| Hanson | www.wickedlocal.com/hanson | On-line Only |
31
|
State |
City |
Masthead |
Circulation Type |
|||
| Hopedale | www.wickedlocal.com/hopedale | On-line Only | ||||
| Hull | www.wickedlocal.com/hull | On-line Only | ||||
| Lakeville | www.wickedlocal.com/lakeville | On-line Only | ||||
| Lancaster | www.wickedlocal.com/lancaster | On-line Only | ||||
| Manchester | www.wickedlocal.com/manchester | On-line Only | ||||
| Mashpee | www.wickedlocal.com/mashpee | On-line Only | ||||
| Mattapoisett | www.wickedlocal.com/mattapoisett | On-line Only | ||||
| Medway | www.wickedlocal.com/medway | On-line Only | ||||
| Mendon | www.wickedlocal.com/mendon | On-line Only | ||||
| Middleborough | www.wickedlocal.com/middleborough | On-line Only | ||||
| Middleton | www.wickedlocal.com/middleton | On-line Only | ||||
| Milford | www.wickedlocal.com/milford | On-line Only | ||||
| Millis | www.wickedlocal.com/millis | On-line Only | ||||
| Milton | www.wickedlocal.com/milton | On-line Only | ||||
| Nantucket | www.wickedlocal.com/nantucket | On-line Only | ||||
| Norfolk | www.wickedlocal.com/norfolk | On-line Only | ||||
| North Boston | www.wickedlocal.com/northofboston | On-line Only | ||||
| Orleans | www.wickedlocal.com/orleans | On-line Only | ||||
| Plainville | www.wickedlocal.com/plainville | On-line Only | ||||
| Plympton | www.wickedlocal.com/plympton | On-line Only | ||||
| Quincy | www.wickedlocal.com/quincy | On-line Only | ||||
| Rehoboth | www.wickedlocal.com/rehoboth | On-line Only | ||||
| Rochester | www.wickedlocal.com/rochester | On-line Only | ||||
| Rockport | www.wickedlocal.com/rockport | On-line Only | ||||
| Sandwich | www.wickedlocal.com/sandwich | On-line Only | ||||
| Sherborn | www.wickedlocal.com/sherborn | On-line Only | ||||
| Somerset | www.wickedlocal.com/somerset | On-line Only | ||||
| South Borough | www.wickedlocal.com/southborough | On-line Only | ||||
| Stow | www.wickedlocal.com/stow | On-line Only | ||||
| Swansea | www.wickedlocal.com/swansea | On-line Only | ||||
| Taunton | www.wickedlocal.com/taunton | On-line Only | ||||
| Topsfield | www.wickedlocal.com/topsfield | On-line Only | ||||
| Truro | www.wickedlocal.com/truro | On-line Only | ||||
| Upton | www.wickedlocal.com/upton | On-line Only | ||||
| Wellfleet | www.wickedlocal.com/wellfleet | On-line Only | ||||
| Wenham | www.wickedlocal.com/wenham | On-line Only | ||||
| West Bridgewater | www.wickedlocal.com/bridgewaterwest | On-line Only | ||||
| West Port | www.wickedlocal.com/westport | On-line Only | ||||
| Whitman | www.wickedlocal.com/whitman | On-line Only | ||||
| Wrentham | www.wickedlocal.com/wrentham | On-line Only | ||||
| Yarmouth | www.wickedlocal.com/yarmouth | On-line Only | ||||
| Connecticut | Norwich |
The Bulletin www.norwichbulletin.com |
Daily | |||
| Colchester |
Colchester Bulletin www.norwichbulletin.com/mysource/colchesterbulletin |
Free Weekly | ||||
| Norwich | Shop Local Town and County | Shopper |
32
Atlantic Region
|
State |
City |
Masthead |
Circulation Type |
|||
| New York | Canandaigua |
Daily Messenger www.mpnnow.com www.mpnnow.com/commercialprinting |
Daily | |||
| Corning |
The Leader www.the-leader.com |
Daily | ||||
| Herkimer |
The Evening Telegram www.herkimertelegram.com |
Daily | ||||
| Hornell |
Evening Tribune www.eveningtribune.com |
Daily | ||||
| Little Falls |
The Evening Times www.littlefallstimes.com |
Daily | ||||
| Utica |
Utica Observer-Dispatch www.uticaod.com |
Daily | ||||
| Wellsville |
Wellsville Daily Reporter www.wellsvilledaily.com |
Daily | ||||
| Brighton/Pittsford |
Brighton-Pittsford Post www.brightonpittsfordpost.com |
Paid Weekly | ||||
| Dansville |
Genesee Country Express www.dansvilleonline.com |
Paid Weekly | ||||
| Fairport |
Fairport-ER Post www.fairport-erpost.com |
Paid Weekly | ||||
| Gates/Chili |
Gates-Chili Post www.gateschilipost.com |
Paid Weekly | ||||
| Greece |
Greece Post www.greecepost.com |
Paid Weekly | ||||
| Henrietta |
Henrietta Post www.henriettapost.com |
Paid Weekly | ||||
| Irondequoit |
Irondequoit Post www.irondequiotpost.com |
Paid Weekly | ||||
| Newark/Palmyra |
Wayne Post www.waynepost.com |
Paid Weekly | ||||
| Penfield |
Penfield Post www.penfieldpost.com |
Paid Weekly | ||||
| Penn Yan |
The Chronicle-Express www.chronicle-express.com |
Paid Weekly | ||||
| Saugerties |
Saugerties Post Star www.poststarnews.com |
Paid Weekly | ||||
| Victor |
Victor Post www.victorpost.com |
Paid Weekly | ||||
| Webster |
Webster Post www.websterpost.com |
Paid Weekly | ||||
| Bath |
Steuben Courier-Advocate www.steubencourier.com |
Free Weekly | ||||
| Canandaigua | Canandaigua Community Post | Free Weekly | ||||
| Hamilton | Mid-York Weekly | Free Weekly | ||||
| Utica | The Pennysaver | Free Weekly | ||||
| Cansiteo | Hornell Canisteo Penn-E-Saver | Shopper | ||||
| Corning | Corning Pennysaver | Shopper | ||||
| Dansville | Dansville-Wayland Pennysaver | Shopper |
33
|
State |
City |
Masthead |
Circulation Type |
|||
| Herkimer | Your Valley | Shopper | ||||
| Horseheads | The Shopper | Shopper | ||||
| Liberty | Catskill Shopper | Shopper | ||||
| Lyons | Lyons Shopping Guide | Shopper | ||||
| Newark | Newark Pennysaver | Shopper | ||||
| Penn Yan | Chronicle Ad-Visor | Shopper | ||||
| Rome | Rome Pennysave | Shopper | ||||
| Saugerties | Saugerties Pennysaver | Shopper | ||||
| Saugerties | Mountain Pennysaver | Shopper | ||||
| Sodus | Sodus Pennysaver | Shopper | ||||
| Wayne County | Timesaver | Shopper | ||||
| Wellsville | Allegany County Pennysaver | Shopper | ||||
| Pennsylvania | Honesdale |
The Wayne Independent www.wayneindependent.com |
Daily | |||
| Waynesboro |
The Record Herald www.therecordherald.com |
Daily | ||||
| Carbondale | The Villager | Paid Weekly | ||||
| Carbondale |
Carbondale News www.thecarbondalenews.com |
Paid Weekly | ||||
| Greencastle |
The Echo Pilot www.echo-pilot.com |
Paid Weekly | ||||
| Hawley |
News Eagle www.neagle.com |
Paid Weekly | ||||
| Hawley | The Pike Pennysaver | Shopper | ||||
| Honesdale | The Independent Extra | Shopper | ||||
| Delaware | Dover |
Smyrna/Clayton Sun Times www.scsuntimes.com |
Paid Weekly | |||
| Dover |
The Middletown Transcript www.middletowntranscript.com |
Paid Weekly | ||||
| Dover |
The Sussex Countian www.sussexcountian.com |
Paid Weekly | ||||
| Dover |
Dover Post www.doverpost.com |
Free Weekly | ||||
| Dover |
Community Publication www.communitypub.com |
Free Weekly | ||||
| Dover |
Milford Beacon www.milfordbeacon.com |
Free Weekly | ||||
| Dover |
The Express www.delmarvaexpress.com |
Shopper | ||||
| West Virginia | Keyser |
Mineral Daily News Tribune www.newstribune.info |
Daily | |||
| Ripley |
The Jackson Herald www.jacksonnewspapers.com |
Paid Weekly | ||||
| Ripley |
The Jackson Star News www.jacksonnewspapers.com |
Paid Weekly | ||||
| Keyser | Todays Shopper | Shopper | ||||
| Ravenswood |
Star Herald Weekender www.jacksonnewspapers.com |
Shopper |
34
Great Lakes Region
|
State |
City |
Masthead |
Circulation Type |
|||
| Michigan | Adrian |
The Daily Telegram www.lenconnect.com |
Daily | |||
| Cheboygan |
Cheboygan Daily Tribune www.cheboygannews.com www.mackinacjournal.com |
Daily | ||||
| Coldwater |
The Daily Reporter www.thedailyreporter.com |
Daily | ||||
| Hillsdale |
Hillsdale Daily News www.hillsdale.net |
Daily | ||||
| Holland |
The Holland Sentinel www.hollandsentinel.com |
Daily | ||||
| Ionia |
Sentinel-Standard www.sentinel-standard.com |
Daily | ||||
| Sault Ste Marie |
The Evening News www.sooeveningnews.com |
Daily | ||||
| Sturgis |
Sturgis Journal www.sturgisjournal.com |
Daily | ||||
| Coldwater |
Bronson Journal www.thebronsonjournal.com |
Paid Weekly | ||||
| Coldwater | Jonesville Independent | Paid Weekly | ||||
| Holland |
My Zeeland www.myzeeland.com |
Free Weekly | ||||
| Adrian |
Adrian Access Shopper www.accessshoppersguide.com |
Shopper | ||||
| Allegan |
Flashes Shopping Guide (Allegan/Lakeshore) www.flashespublishers.com |
Shopper | ||||
| Cheboygan | Shopper Fair | Shopper | ||||
| Coldwater | The Reporter Extra | Shopper | ||||
| Coldwater | Coldwater Shoppers Guide | Shopper | ||||
| Hillsdale |
Tip Off Shopping Guide www.tipoffonline.com |
Shopper | ||||
| Holland |
Flashes Shopping Guide (Holland/Zeeland) www.flashespublishers.com |
Shopper | ||||
| Ionia | Sentinel-Standard TMC | Shopper | ||||
| Sault Ste Marie | Tri County Buyers Guide | Shopper | ||||
| Sturgis | Sturgis Gateway Shopper | Shopper | ||||
| Ohio | Canton |
The Repository www.cantonrep.com |
Daily | |||
| Dover/New Philadelphia |
The Times-Reporter www.timesreporter.com |
Daily | ||||
| Massillon |
The Independent www.indeonline.com |
Daily | ||||
| Green |
The Suburbanite www.thesuburbanite.com |
Free Weekly | ||||
| Canton | Stark Values | Shopper | ||||
| Dover/New Philadelphia | TMC-ExTRa | Shopper |
35
| Item 1A. | Risk Factors |
Our business and operations are subject to numerous risks. Such risks, to the extent material, are described below.
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 we are also susceptible to general economic downturns, like the one currently being experienced, which has had, and could continue to 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, like the one currently being experienced, 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 also significantly affect key advertising revenue categories, such as help wanted, real estate and automotive.
Uncertainty and adverse changes in the general economic conditions of markets in which we participate may negatively affect our business.
Current and future conditions in the economy have an inherent degree of uncertainty. As a result, it is difficult to estimate the level of growth or contraction for the economy as a whole. It is even more difficult to estimate growth or contraction in various parts, sectors and regions of the economy, including the markets in which we participate. Adverse changes may occur as a result of soft global economic conditions, rising oil prices, wavering consumer confidence, unemployment, declines in stock markets, contraction of credit availability, declines in real estate values, or other factors affecting economic conditions in general. These changes may negatively affect the sales of our products, increase exposure to losses from bad debts, increase the cost and decrease the availability of financing, or increase costs associated with publishing and distributing our publications.
Our indebtedness could adversely affect our financial health and reduce the funds available to us for corporate purposes.
We have a significant amount of indebtedness. At January 1, 2012, we had total indebtedness of approximately $1.2 billion under our 2007 Credit Facility. Our interest expense for the year ended January 1, 2012 was $58.3 million.
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; |
| |
our flexibility to react to further deterioration in our industry and economic conditions generally may be limited; |
| |
our substantial degree of leverage could make us more vulnerable in the event of additional deterioration in general economic conditions or other adverse events in our business or the geographic markets that we serve; |
36
| |
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 financial and other restrictive covenants, ratios and tests that limit our ability to incur additional debt and engage in other activities that we believe may be in our long-term best interests. Our ability to comply with the covenants, ratios or tests contained in our 2007 Credit Facility may be affected by events beyond our control, including prevailing economic, financial and industry conditions. 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. If we are 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, our assets may not be sufficient to repay in full such indebtedness.
In addition, a portion of our 2007 Credit Facility is unhedged, which means we are subject to the risk of interest rate fluctuations on such portion of our long-term debt. If the interest rate on such portion of the 2007 Credit Facility increases, it may have a material adverse effect on our business and financial condition.
We may not generate a sufficient amount of cash or generate sufficient funds from operations to fund our operations or repay our indebtedness at maturity or otherwise.
Our ability to make payments on our indebtedness as required depends 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. Currently we do not have the ability to draw upon our revolving credit facility which limits our immediate and short-term access to funds. If we are unable to repay our indebtedness at maturity we may be forced to liquidate or reorganize our operations and business under the federal bankruptcy laws.
The collectability of accounts receivable under current adverse economic conditions could deteriorate to a greater extent than provided for in our financial statements and in our projections of future results.
Adverse economic conditions in the United States have increased our exposure to losses resulting from the potential bankruptcy of our advertising customers. Our accounts receivable are stated at net estimated realizable value and our allowance for doubtful accounts has been determined based on several factors, including receivable agings, significant individual credit risk accounts and historical experience. If such collectability estimates prove inaccurate, adjustments to future operating results could occur.
Further declines in our credit ratings and renewed volatility in the U.S. credit markets could significantly impact our ability to obtain new financing to fund our operations and strategic initiatives or to refinance our existing debt at reasonable rates as it matures.
Our long-term debt is rated by Standard & Poors and Moodys Investors Service. We are currently rated below-investment grade by both rating agencies, and any future long-term borrowing or the extension or replacement of our short-term borrowing will reflect the negative impact of these ratings, increasing our borrowing costs, limiting our financing options and subjecting us to more restrictive covenants than our existing debt arrangements. Additional reductions in our credit ratings could further increase our borrowing costs, subject us to more onerous terms and reduce or eliminate our borrowing flexibility in the future. Such limitations on our financing options may affect our ability to refinance existing debt when it becomes due.
37
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 45 to 55-day inventory of newsprint, although our participation in a newsprint-buying consortium helps ensure adequate supply. In addition we have an agreement with a newsprint vendor to supply certain of our properties, representing approximately 75% of our requirements, with all their newsprint requirements for calendar year 2012 at a fixed price. 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 $823 per metric ton in 2008 and dropping to a low of almost $410 per metric ton in 2002. The average price of newsprint for 2011 was approximately $657 per metric ton. Recent and future consolidation of major newsprint suppliers may adversely affect price competition among suppliers. Significant increases in newsprint costs for properties and periods not covered by our newsprint vendor agreement could have a material adverse effect on our financial condition and results of operations.
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 and mobile devices 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 increased 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 are not able to compete effectively for advertising expenditures and paid circulation, our revenues may decline.
We are undertaking a strategic re-alignment of our business that could have a material adverse financial impact if unsuccessful.
We are undertaking a strategic re-alignment of our business. Among other things we are implementing the standardization and centralization of systems and process, the outsourcing of certain financial processes and the use of new software for our circulation, advertising and editorial systems. As a result of ongoing strategic evaluation and analysis, we have made and will continue to make changes that, if unsuccessful, could have a material adverse financial impact.
We have invested in growing our digital business, but such investments may not be as successful as expected which could adversely affect our results of operations.
We continue to evaluate our business and how we intend to grow our digital business. Internal resources and effort are put towards this business and key partnerships have been entered into to assist with our digital business. There can be no assurances that the partnerships we have entered into or the internal strategy being employed will result in generating or increasing digital revenues.
38
If we are unable to retain and grow our digital audience and advertiser base, our digital businesses will be adversely affected.
Given the ever-growing and rapidly changing number of digital media options available on the internet, we may not be able to increase our online traffic sufficiently and retain or grow a base of frequent visitors to our websites and applications on mobile devices.
Accordingly, we may not be able to create sufficient advertiser interest in our digital businesses and to maintain or increase the advertising rates of the inventory on our websites.
Technological developments and any changes we make to our business model may require significant capital investments. Due to restrictions our 2007 Credit Facility, we are limited in our ability to invest funds and resources in digital opportunities and our ability to undertake research and development in building and maintain the necessary and continually evolving technology infrastructure.
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 December 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 continued declining circulation.
Overall daily newspaper circulation, including national and urban newspapers, has declined in recent years. There can be no assurance that our circulation will not continue to 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, all of which could have a material adverse effect on our business, financial condition, results of operations or cash flows.
The increasing popularity of digital media could also adversely affect circulation of our newspapers, which may decrease circulation revenue and cause more marked declines in print advertising. If we are not successful in offsetting such declines in revenues from our print products, our business, financial condition and prospects will be adversely affected.
We have a history of losses and may not be able to achieve or maintain profitable operations in the future.
We experienced losses from continuing operations of approximately $22.2 million, $26.2 million and $527.4 million in 2011, 2010 and 2009, 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 or maintain our business.
The value of our intangible assets may become impaired, depending upon future operating results.
As of January 1, 2012, goodwill and other intangible assets were approximately $260.6 million, or 51.0% of our total assets. To determine whether all or a portion of the carrying values of our goodwill and other intangible
39
assets are no longer recoverable, which may require a charge to our earnings, we periodically evaluate such assets. Due to an operational management change in the fourth quarter of 2011, certain properties having a goodwill balance of $0.4 million were transferred to a reporting unit that previously did not have a goodwill balance. The Company performed a Step 1 analysis for this reporting unit and determined that its carrying value exceeded fair value. As a result of the Step 2 analysis, the entire $0.4 million of goodwill was impaired. The Company performed further analysis of this reporting units intangible assets and determined that additional impairments were not present as of year-end. A review of impairment indicators was performed for the Companys other reporting units and it was determined that financial results and forecast had not changed materially since the June 26, 2011 impairment test and it was determined that further impairment analysis was not required.
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.
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 managements attention and adversely affect our ability to sell, lease or develop our real property. Furthermore, if it is determined that 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.
Sustained increases in costs of employee health and welfare benefits may reduce our profitability. Moreover, our pension plan obligations are currently unfunded, and we may have to make significant cash contributions to our plans, which could reduce the cash available for our business.
In recent years, we have experienced significant increases in the cost of employee medical benefits because of economic factors beyond our control, including increases in health care costs. At least some of these factors may continue to put upward pressure on the cost of providing medical benefits. Although we have actively sought to control increases in these costs, there can be no assurance that we will succeed in limiting cost increases, and continued upward pressure could reduce the profitability of our businesses.
Our pension and post retirement plans were underfunded (accumulated benefit obligation) by $13.9 million at January 1, 2012. Our pension plan invests in a variety of equity and debt securities, many of which were affected by the recent disruptions in the credit and capital markets in 2009 and 2010. Future volatility and disruption in the stock markets could cause further declines in the asset values of our pension plans. In addition, a decrease in the discount rate used to determine minimum funding requirements could result in increased future contributions. If either occurs, we may need to make additional pension contributions above what is currently estimated, which could reduce the cash available for our businesses.
40
We may not be able to protect intellectual property rights upon which our business relies and, if we lose intellectual property protection, our assets may lose value.
Our business depends on our intellectual property, including, but not limited to, our content and services, which we attempt to protect through patents, copyrights, trade laws and contractual restrictions, such as confidentiality agreements. We believe our proprietary and other intellectual property rights are important to our continued success and our competitive position.
Despite our efforts to protect our proprietary rights, unauthorized parties may attempt to copy or otherwise obtain and use our content, services and other intellectual property, and we cannot be certain that the steps we have taken will prevent any misappropriation or confusion among consumers and merchants, or unauthorized use of these rights. If we are unable to procure, protect and enforce our intellectual property rights, we may not realize the full value of these assets, and our business may suffer. If we must litigate to enforce our intellectual property rights or determine the validity and scope of the proprietary rights of others, such litigation may be costly and divert the attention of our management.
We depend on key personnel and we may not be able to operate or 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.
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 or 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 which could adversely affect our results of operations.
A number of our employees are unionized, and our business and results of operations could be adversely affected if labor negotiations or contracts were to further restrict our ability to maximize the efficiency of our operations.
As of January 1, 2012, we employed approximately 5,202 employees, of whom approximately 785 (or approximately 15%) were represented by 23 unions. 95% of the unionized employees are represented by three of the 23 unions. These three unions are located in our Massachusetts, Illinois and Ohio locations and represent 33%, 35% and 27% of all employees in each of the locations, respectively. Most of our unionized employees work under collective bargaining agreements that expire in 2012.
Although our newspapers have not experienced a union strike in the recent past nor do we anticipate a union strike occurring, we cannot preclude the possibility that a strike may occur at one or more of our newspapers. We believe that, in the event of a newspaper strike, we would be able to continue to publish and deliver to subscribers, which is critical to retaining advertising and circulation revenues, although there can be no assurance of this.
41
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.
Our common stock trades in the over-the-counter market, which makes it less liquid, more volatile and harder for us to raise capital.
Our common stock is currently quoted on the OTC Bulletin Board under the trading symbol GHSE. No assurance can be given that our common stock will continue to be traded on any stock market, that any broker will make a market in our common stock, or that any active trading market in our common stock will exist. Broker-dealers often decline to trade in pink sheet stocks given that (i) the market for such securities is often limited, (ii) such securities are generally more volatile, and (iii) the risk to investors is generally greater. Moreover, additional requirements pertaining to broker-dealers generally makes it more difficult for such broker-dealers to recommend that their customers buy securities traded on the pink sheets. Consequently, selling our common stock can be difficult because smaller quantities of shares can be bought and sold, transactions can be delayed and securities analyst and media coverage of our Company is reduced. These factors could result in lower prices and larger spreads in the bid and ask prices for shares of our common stock as well as lower trading volume. We cannot provide any assurance that, even if our common stock continues to be listed or quoted on the pink sheets or another market or system, the market for our common stock will be as liquid. This lack of liquidity also could make it even more difficult for us to raise capital in the future, which in turn could have an adverse effect on our business.
Companies that are quoted on the pink sheets are not subject to corporate governance requirements in order for their shares to be quoted. As a result, our stockholders have less protection from conflicts of interest, related party transactions and similar matters.
Our common stock currently trades as an over-the-counter security on the pink sheets. Corporate governance requirements are not imposed on companies quoted on the pink sheets. As a result of our delisting from the NYSE, we are not required to comply with any, and our stockholders no longer have the protection of, various NYSE corporate governance requirements, including among others:
| |
the requirement that a majority of our board of directors consist of independent directors; |
| |
the requirement that a minimum of three members of our board of directors consist of independent directors; |
| |
the requirement that we have an audit committee, a nominating committee and a compensation committee, in each case that is composed entirely of independent directors with a written charter addressing the committees purpose and responsibilities; |
| |
the requirement for an annual performance evaluation of the audit, nominating and compensation committees; and |
| |
the requirement that our stockholders must be given the opportunity to vote on equity-compensation plans and material revisions thereto. |
We do not anticipate paying any dividends for the foreseeable future.
We suspended the payment of quarterly cash dividends commencing with the second quarter of 2008 and do not anticipate paying any cash dividends on, or making repurchases of, our common stock in the foreseeable future. We intend to retain future earnings, if any, to reduce leverage and increase liquidity, finance the
42
expansion of our operations and for general corporate purposes. In addition, covenants in our 2007 Credit Facility restrict our ability to pay dividends and make certain other payments.
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. Moreover, the interests of our principal stockholder may conflict with interests of our other stockholders.
As of January 1, 2012, Fortress beneficially owned approximately 39.6% of our outstanding common stock. As a result, Fortress will continue to have effective control over fundamental and significant corporate matters and transactions, including but not limited to: the election of directors; mergers, consolidations or acquisitions; the sale of all or substantially all of our assets (or any portion thereof) and other decisions affecting our capital structure; the amendment of 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 persons capacity as our director or officer and such person acted in good faith, such person is deemed to have fully satisfied such persons 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; |
43
| |
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. 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.
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. 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 payments 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.
| Item 1B. | Unresolved Staff Comments |
None.
| Item 2. | Properties |
We own and operate 36 print facilities across the United States. Our print 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.
44
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 not a likely 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. | Mine Safety Disclosures |
Not applicable.
45
PART II
| Item 5. | Market for Registrants Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities |
Market Information
Our common stock is currently quoted on the OTC Bulletin Board (OTCBB) under the trading symbol GHSE. The following table shows the high and low sale bid information of our common stock as reported on the OTCBB for the periods indicated. Reported prices from the pink sheets reflect inter-dealer prices, without retail mark-up, mark-down or commission and may not necessarily represent actual transactions.
| High | Low | |||||||
|
Year Ended January 1, 2012 |
||||||||
|
Fourth Quarter |
$ | 0.10 | $ | 0.03 | ||||
|
Third Quarter |
$ | 0.14 | $ | 0.04 | ||||
|
Second Quarter |
$ | 0.20 | $ | 0.10 | ||||
|
First Quarter |
$ | 0.19 | $ | 0.08 | ||||
|
Year Ended December 31, 2010 |
||||||||
|
Fourth Quarter |
$ | 0.15 | $ | 0.08 | ||||
|
Third Quarter |
$ | 0.17 | $ | 0.08 | ||||
|
Second Quarter |
$ | 0.30 | $ | 0.12 | ||||
|
First Quarter |
$ | 0.25 | $ | 0.09 | ||||
The closing sale price for our common stock as reported on the over-the-counter market on March 5, 2012 was $0.07 per share. From the most recent available Company information, there were approximately 22 holders of record and approximately 3,390 beneficial owners registered in nominee and street name.
Dividends
We suspended the payment of quarterly dividends commencing with the second quarter of 2008 and we do not anticipate paying any cash dividends on our common stock in the foreseeable future. In addition, covenants in our 2007 Credit Facility and other credit facilities restrict our ability to pay dividends or make certain other payments.
46
| 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 January 1, 2012. The information in this table should be read in conjunction with the information under Managements 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.
|
Year Ended
January 1, 2012 |
Year Ended
December 31, 2010 |
Year Ended
December 31, 2009 |
Year Ended
December 31, 2008 |
Year Ended
December 31, 2007 (2) |
||||||||||||||||
| (In Thousands, Except Per Share Data) | ||||||||||||||||||||
|
Statement of Operations Data: |
||||||||||||||||||||
|
Revenues: |
||||||||||||||||||||
|
Advertising |
$ | 365,563 | $ | 395,794 | $ | 409,627 | $ | 492,251 | $ | 424,974 | ||||||||||
|
Circulation |
134,201 | 136,377 | 142,023 | 145,653 | 117,023 | |||||||||||||||
|
Commercial printing and other |
26,029 | 26,417 | 33,143 | 40,835 | 32,928 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
|
Total revenues |
525,793 | 558,588 | 584,793 | 678,739 | 574,925 | |||||||||||||||
|
Operating costs and expenses: |
||||||||||||||||||||
|
Operating costs |
289,275 | 304,997 | 335,535 | 382,266 | 309,633 | |||||||||||||||
|
Selling, general and administrative |
150,050 | 159,846 | 165,007 | 186,249 | 154,406 | |||||||||||||||
|
Depreciation and amortization |
43,393 | 46,118 | 55,749 | 69,913 | 57,092 | |||||||||||||||
|
Integration and reorganization costs and management fees paid to prior owner |
5,950 | 2,470 | 2,029 | 7,113 | 7,490 | |||||||||||||||
|
Impairment of long-lived assets |
2,051 | 430 | 206,089 | 123,717 | 1,553 | |||||||||||||||
|
(Gain) loss on sale of assets |
806 | 1,540 | (418 | ) | 337 | 1,496 | ||||||||||||||
|
Goodwill and mastheads impairment |
385 | | 275,310 | 488,543 | 225,820 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
|
Operating income (loss) |
33,883 | 43,187 | (454,508 | ) | (579,399 | ) | (182,565 | ) | ||||||||||||
|
Interest expense, amortization of deferred financing costs, (gain) loss on early extinguishment of debt, (gain) loss on derivative instruments and other |
57,914 | 69,533 | 72,519 | 100,535 | 83,461 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
|
Loss from continuing operations before income taxes |
(24,031 | ) | (26,346 | ) | (527,027 | ) | (679,934 | ) | (266,026 | ) | ||||||||||
|
Income tax expense (benefit) |
(1,803 | ) | (155 | ) | 342 | (21,139 | ) | (31,861 | ) | |||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
|
Loss from continuing operations |
(22,228 | ) | (26,191 | ) | (527,369 | ) | (658,795 | ) | (234,165 | ) | ||||||||||
|
Income (loss) from discontinued operations, net of income taxes |
| (449 | ) | (3,243 | ) | (14,511 | ) | 2,741 | ||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
|
Net loss |
(22,228 | ) | (26,640 | ) | (530,612 | ) | (673,306 | ) | (231,424 | ) | ||||||||||
|
Net loss attributable to noncontrolling interest |
579 | 596 | 510 | | | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
|
Net loss attributable to GateHouse Media |
$ | (21,649 | ) | $ | (26,044 | ) | $ | (530,102 | ) | $ | (673,306 | ) | $ | (231,424 | ) | |||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
|
Basic net loss from continuing operations attributable to GateHouse Media per share |
$ | (0.37 | ) | $ | (0.44 | ) | $ | (9.18 | ) | $ | (11.55 | ) | $ | (5.05 | ) | |||||
|
Diluted loss from continuing operations attributable to GateHouse Media per share |
$ | (0.37 | ) | $ | (0.44 | ) | $ | (9.18 | ) | $ | (11.55 | ) | $ | (5.05 | ) | |||||
|
Basic net loss attributable to GateHouse Media common stockholders per share |
$ | (0.37 | ) | $ | (0.45 | ) | $ | (9.24 | ) | $ | (11.80 | ) | $ | (4.99 | ) | |||||
|
Diluted net loss attributable to GateHouse Media common stockholders per share |
$ | (0.37 | ) | $ | (0.45 | ) | $ | (9.24 | ) | $ | (11.80 | ) | $ | (4.99 | ) | |||||
|
Other Data: |
||||||||||||||||||||
|
Adjusted EBITDA (1) |
$ | 80,561 | $ | 89,873 | $ | 81,989 | $ | 102,833 | $ | 101,884 | ||||||||||
|
Cash interest paid |
$ | 58,225 | $ | 59,317 | $ | 67,950 | $ | 89,677 | $ | 74,910 | ||||||||||
| (1) |
We define Adjusted EBITDA as net income (loss) from continuing operations before income tax expense (benefit), interest/financing expense, depreciation and amortization and non-cash impairments. Adjusted EBITDA is not a measurement of financial performance under |
47
| 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 managements discretionary use. See Managements Discussion and Analysis of Financial Condition and Results of Operations in Item 7 of this report.
| (2) | 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. |
48
The table below shows the reconciliation of income (loss) from continuing operations to Adjusted EBITDA for the periods presented:
|
Year Ended
January 1, 2012 |
Year Ended
December 31, 2010 |
Year Ended
December 31, 2009 |
Year Ended
December 31, 2008 |
Year Ended
December 31, 2007 |
||||||||||||||||
| (In Thousands) | ||||||||||||||||||||
|
Loss from continuing operations |
$ | (22,228 | ) | $ | (26,191 | ) | $ | (527,369 | ) | $ | (658,795 | ) | $ | (234,165 | ) | |||||
|
Income tax expense (benefit) |
(1,803 | ) | (155 | ) | 342 | (21,139 | ) | (31,861 | ) | |||||||||||
|
(Gain) loss on derivative instruments (1) |
(913 | ) | 8,277 | 12,672 | 10,119 | 2,378 | ||||||||||||||
|
(Gain) loss on early extinguishment of debt (2) |
| | (7,538 | ) | | 2,240 | ||||||||||||||
|
Amortization of deferred financing costs |
1,360 | 1,360 | 1,360 | 1,845 | 2,101 | |||||||||||||||
|
Write-off of financing costs |
| | 743 | | | |||||||||||||||
|
Interest expense |
58,316 | 60,034 | 64,631 | 88,630 | 76,726 | |||||||||||||||
|
Impairment of long-lived assets |
2,051 | 430 | 206,089 | 123,717 | 1,553 | |||||||||||||||
|
Depreciation and amortization |
43,393 | 46,118 | 55,749 | 69,913 | 57,092 | |||||||||||||||
|
Goodwill and mastheads impairment |
385 | | 275,310 | 488,543 | 225,820 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
|
Adjusted EBITDA from continuing operations |
$ | 80,561 | (a) | $ | 89,873 | (b) | $ | 81,989 | (c) | $ | 102,833 | (d) | $ | 101,884 | (e) | |||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
| (a) | Adjusted EBITDA for the year ended January 1, 2012 included net expenses of $9,879, which are one time in nature or non-cash compensation. Included in these net expenses of $9,879 are non-cash compensation and other expenses of $4,227, non-cash portion of post retirement benefits expense of $(1,104), integration and reorganization costs of $5,950 and an $806 loss on the sale of assets. |
| (b) | Adjusted EBITDA for the year ended December 31, 2010 included net expenses of $8,365, which are one time in nature or non-cash compensation. Included in these net expenses of $8,365 are non-cash compensation and other expenses of $5,004, non-cash portion of post retirement benefits expense of $(649), integration and reorganization costs of $2,470 and a $1,540 loss on the sale of assets. |
Adjusted EBITDA also does not include $(33) of EBITDA generated from our discontinued operations.
| (c) | Adjusted EBITDA for the year ended December 31, 2009 included net expenses of $9,462, which are one time in nature or non-cash compensation. Included in these net expenses of $9,462 are non-cash compensation and other expenses of $8,634, non-cash portion of post retirement benefits expense of $(782), integration and reorganization costs of $2,028 and a $418 gain on the sale of assets. |
Adjusted EBITDA also does not include $(446) of EBITDA generated from our discontinued operations.
| (d) | Adjusted EBITDA for the year ended December 31, 2008 included net expenses of $24,149, which are one time in nature or non-cash compensation. Included in these net expenses of $24,149 are non-cash compensation and other expenses of $18,198, non-cash portion of post retirement benefits expense of $(1,499), integration and reorganization costs of $7,113 and $337 loss on the sale of assets. |
Adjusted EBITDA also does not include $4,392 of EBITDA generated from our discontinued operations.
| (e) | 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 are 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 $4,956 of EBITDA generated from our discontinued operations, including Huntington, West Virginia, Yankton, South Dakota and Winter Haven, Florida.
49
| (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 amortization of financing fees and are excluded from Adjusted EBITDA. |
| As of | ||||||||||||||||||||
|
January 1,
2012 |
December 31,
2010 |
December 31,
2009 |
December 31,
2008 |
December 31,
2007 |
||||||||||||||||
| (In Thousands) | ||||||||||||||||||||
|
Balance Sheet Data: |
||||||||||||||||||||
|
Total assets |
$ | 510,802 | $ | 546,327 | $ | 591,929 | $ | 1,149,621 | $ | 1,874,995 | ||||||||||
|
Total long-term obligations, including current maturities |
1,185,212 | 1,197,347 | 1,222,102 | 1,242,075 | 1,220,856 | |||||||||||||||
|
Stockholders equity (deficit) |
(805,632 | ) | (792,121 | ) | (753,576 | ) | (229,078 | ) | 453,988 | |||||||||||
50
| Item 7. | Managements 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 under the heading 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 digital 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 that we serve. Our portfolio of products, which includes 435 community publications and more than 585 related websites and mobile sites and six yellow page directories, serves over 296,000 business advertising accounts and reaches approximately 10 million people on a weekly basis.
Our core products include:
| |
79 daily newspapers with total paid circulation of approximately 645,000; |
| |
261 weekly newspapers (published up to three times per week) with total paid circulation of approximately 456,000 and total free circulation of approximately 701,000; |
| |
95 shoppers (generally advertising-only publications) with total circulation of approximately 1.5 million; |
| |
over 585 locally focused websites and mobile sites, which extend our franchises onto the internet and mobile devices with approximately 71 million page views per month; and |
| |
six yellow page directories, with a distribution of approximately 490,000, that covers a population of approximately 1.2 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 19 niche publications. We are also focused on developing online and mobile products, including deal platforms, mobile websites and applications.
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, 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. As of January 1, 2012, Fortress beneficially owned approximately 39.6% of our outstanding common stock.
Since 1998, we have acquired 416 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
51
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 and in use in the market.
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.
We have experienced recent declines in print advertising revenue streams and increased volatility of operating performance, despite our geographic diversity, well-balanced portfolio of products, strong local franchises, broad customer base and reliance on smaller markets. These recent declines in advertising revenue we have experienced are typical in an economic downturn. 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. We also believe some of the decline is due to a secular shift from print media to digital media. The Company continues to invest in digital platforms, such as online, mobile and applications, to support its print publications in order to lessen the impact of this shift.
Our operating costs consist primarily of labor, newsprint, and delivery costs. Our selling, general and administrative expenses consist primarily of labor costs.
Newsprint prices rose from the later part of 2009 through 2010 and remained flat from the latter part of 2010 through 2011. We expect 2012 prices to remain relatively flat. We have taken steps to mitigate some risk of potential price increases through a fixed price agreement for approximately 75% of our purchases combined with consumption control. In addition, we are a member of a newsprint-buying consortium which enables our local publishers to obtain favorable pricing as compared to 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. Labor represents just over 50% of our operating expenses. Beginning in 2008 we initiated an effort to drive efficiencies and centralization of work throughout the organization.
Recent Developments
The newspaper industry as a whole, including us, has experienced declining same store revenue over the past several years. While these trends are stabilizing, it has eliminated the availability to us of additional borrowings under our 2007 Credit Facility. As a result, we previously implemented plans to reduce costs and preserve cash flow. This includes the suspension of the payment of cash dividends, the continued implementation of cost reduction programs, and the sale of non-core assets. We believe these initiatives will provide the financial resources necessary to invest in the business and ensure our future success and provide sufficient cash flow to enable us to meet our commitments for the next year.
General economic conditions, including declines in consumer confidence, continued high unemployment levels, contraction of credit availability for certain borrowers, declines in real estate values, and other trends, have impacted the markets in which we operate. These conditions may continue to negatively impact advertising and other revenue sources as well as increase operating costs in the future. 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.
We performed testing for impairment of goodwill and newspaper mastheads as of January 1, 2012, June 26, 2011, June 30, 2010, June 30, 2009, December 31 and June 30, 2008 and December 31, 2007. The fair value of our reporting units for goodwill impairment testing and individual newspaper mastheads were estimated using
52
the expected present value of future cash flows and recent industry transaction multiples, using estimates, judgments and assumptions, that we believe were appropriate in the circumstances. Should general economic, market or business conditions decline, and have a negative impact on estimates of future cash flow and market transaction multiples, we may be required to record additional impairment charges in the future.
During 2008, our credit rating was downgraded to be rated below-investment grade by both Standard & Poors and Moodys Investors Service and was further downgraded in 2009 and 2010. Any future long-term borrowing or the extension or replacement of our short-term borrowing will reflect the negative impact of these ratings, increase our borrowing costs, limit our financing options and subject us to more restrictive covenants than our existing debt arrangements. Additional reductions in our credit ratings could further increase our borrowing cost, subject us to more onerous borrowing terms and reduce or eliminate our borrowing flexibility in the future.
The current economic environment in our industry and its resulting impact on us has limited our ability to grow further through acquisitions in the near-term future. However, we are highly focused on integrating our prior acquisitions, realizing all synergy and de-levering opportunities, reducing our overall costs structure to fit todays revenue environment, building a multi-media platform business, and on strengthening the local market position we hold in our markets.
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 FASB ASC Topic 350 IntangiblesGoodwill and Other (ASC 350). We perform our impairment analysis on each of our reporting units, represented by our six regions. The 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 FASB ASC Topic 360, Property, Plant and Equipment (ASC 360). 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 managements 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
53
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.
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. The estimates and judgments that most significantly affect the future cash flow estimates are assumptions related to revenue, and in particular, potential changes in future advertising (including the impact of economic trends and the speed of conversion of advertising and readership to online products from traditional print products); trends in newsprint prices; and other operating expense items.
We performed annual impairment testing of goodwill and indefinite lived intangible assets during the second quarter of 2011, 2010, 2009, and 2008. Additionally, we performed impairment testing of goodwill and indefinite lived intangibles during the fourth quarter of 2011, 2008 and 2007 due to operational management changes, declines in our stock price, reduced estimates in of our future cash flows, increased volatility in operating results and declines in market transactions. As a result, impairment charges related to goodwill were recorded in fiscal 2011, impairment charges related to goodwill and mastheads were recorded in fiscal 2009, 2008 and 2007 and impairment charges related to goodwill, mastheads and amortizable intangibles were recorded in fiscal 2009 and 2008. See additional information in Note 5 to the Consolidated Financial Statements.
Newspaper mastheads (newspaper titles and website domain names) are not subject to amortization and are tested for impairment annually, or more frequently if events or changes in circumstances indicate that the asset might be impaired. The impairment test consists of a comparison of the fair value of each newspaper masthead with its carrying amount. We used a relief from royalty approach which utilizes a discounted cash flow model to determine the fair value of each newspaper masthead. Our judgments and estimates of future operating results in determining the reporting unit fair values are consistently applied to each newspaper in determining the fair value of each newspaper masthead. We performed impairment tests on newspaper mastheads as of June 26, 2011, June 30, 2010, June 30, 2009, June 30 and December 31, 2008, and December 31, 2007. See Note 5 to the Consolidated Financial Statements for a discussion of the impairment charges taken.
Intangible assets subject to amortization (primarily advertiser and subscriber lists) are tested for recoverability whenever events or change in circumstances indicate that their carrying amounts may not be recoverable. The carrying amount of each asset group is not recoverable if it exceeds the sum of the undiscounted cash flows expected to result from the use of such asset group. We performed impairment tests on long lived assets (including intangible assets subject to amortization) as of June 26, 2011, June 30, 2010, June 30, 2009, June 30 and December 31, 2008, and December 31, 2007. See Note 5 to the Consolidated Financial Statements for a discussion of the impairment charges taken.
Derivative Instruments
We record all of our derivative instruments on our balance sheet at fair value pursuant to FASB ASC Topic 815, Derivatives and Hedging (ASC 815) and FASB ASC Topic 820 Fair Value Measurements and Disclosures (ASC 820). Fair value is based on counterparty quotations adjusted for our credit related risk. Our derivative instruments are measured using significant unobservable inputs and they represent all liabilities measured at fair value. To the extent a derivative qualifies as a cash flow hedge under ASC 815, unrealized changes in the fair value of the derivative are recognized in accumulated other comprehensive income. However,
54
any ineffective portion of a derivatives 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. We also assess the capabilities of our counterparties to perform under the terms of the contracts. A change in the assessment could have an impact on the accounting and economics of our derivatives.
Revenue Recognition
Advertising revenue is recognized upon publication of the advertisement. 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. Revenue for commercial printing is recognized upon delivery. Directory revenue is recognized on a straight-line basis over the period in which the corresponding directory is distributed.
Income Taxes
We account for income taxes under the provisions of FASB ASC Topic 740, Income Taxes (ASC 740). 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.
Financial Accounting Standards Board (FASB) issued Interpretation No. 48, Accounting for Uncertainty in Income Taxes , an interpretation of SFAS No. 109 (FIN 48) and now codified as ASC 740. ASC 740 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 ASC 740, 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.
Pension and Postretirement Liabilities
FASB ASC Topic 715, CompensationRetirement Benefits (ASC 715) 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.
The determination of pension plan obligations and expense is based on a number of actuarial assumptions. Two critical assumptions are the expected long-term rate of return on plan assets and the discount rate applied to pension plan obligations. For other postretirement benefit plans, which provide for certain health care and life insurance benefits for qualifying retired employees and which are not funded, critical assumptions in determining other postretirement benefit obligations and expense are the discount rate and the assumed health care cost-trend rates.
Our only pension plan has assets valued at $16.5 million and the plans benefit obligation is $23.9 million resulting in the plan being 69% funded.
To determine the expected long-term rate of return on pension plan assets, we consider the current and expected asset allocations, as well as historical and expected returns on various categories of plan assets, input
55
from the actuaries and investment consultants, and long-term inflation assumptions. We used an assumption of 7.75% for its expected return on pension plan assets for 2011. If we were to reduce its rate of return by 50 basis points then the expense for 2011 would have increased approximately $0.1 million.
We developed our discount rate for our other postretirement benefit plans using the same methodology as that described for the pension. The assumed health care cost-trend rate also affects other postretirement benefit liabilities and expense. A 100 basis point increase in the health care cost trend rate would result in an increase of approximately $0.5 million in the January 1, 2012 postretirement benefit obligation and a 100 basis point decrease in the health care cost trend rate would result in a decrease of approximately $0.4 million in the January 1, 2012 postretirement benefit obligation.
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.
Results of Operations
The following table summarizes our historical results of operations for the years ended January 1, 2012, December 31, 2010 and December 31, 2009.
|
Year Ended
January 1, 2012 |
Year Ended
December 31, 2010 |
Year Ended
December 31, 2009 |
||||||||||
| (In Thousands) | ||||||||||||
|
Revenues: |
||||||||||||
|
Advertising |
$ | 365,563 | $ | 395,794 | $ | 409,627 | ||||||
|
Circulation |
134,201 | 136,377 | 142,023 | |||||||||
|
Commercial printing and other |
26,029 | 26,417 | 33,143 | |||||||||
|
|
|
|
|
|
|
|||||||
|
Total revenues |
525,793 | 558,588 | 584,793 | |||||||||
|
Operating costs and expenses: |
||||||||||||
|
Operating costs |
289,275 | 304,997 | 335,535 | |||||||||
|
Selling, general and administrative |
150,050 | 159,846 | 165,007 | |||||||||
|
Depreciation and amortization |
43,393 | 46,118 | 55,749 | |||||||||
|
Integration and reorganization costs |
5,950 | 2,470 | 2,029 | |||||||||
|
Impairment of long-lived assets |
2,051 | 430 | 206,089 | |||||||||
|
(Gain) loss on sale of assets |
806 | 1,540 | (418 | ) | ||||||||
|
Goodwill and mastheads impairment |
385 | | 275,310 | |||||||||
|
|
|
|
|
|
|
|||||||
|
Operating income (loss) |
33,883 | 43,187 | (454,508 | ) | ||||||||
|
Interest expense |
58,316 | 60,034 | 64,631 | |||||||||
|
Amortization of deferred financing costs |
1,360 | 1,360 | 1,360 | |||||||||
|
Gain on early extinguishment of debt |
| | (7,538 | ) | ||||||||
|
(Gain) loss on derivative instruments |
(913 | ) | 8,277 | 12,672 | ||||||||
|
Other (income) expense |
(849 | ) | (138 | ) | 1,394 | |||||||
|
|
|
|
|
|
|
|||||||
|
Loss from continuing operations before income taxes |
(24,031 | ) | (26,346 | ) | (527,027 | ) | ||||||
|
Income tax expense (benefit) |
(1,803 | ) | (155 | ) | 342 | |||||||
|
|
|
|
|
|
|
|||||||
|
Loss from continuing operations |
$ | (22,228 | ) | $ | (26,191 | ) | $ | (527,369 | ) | |||
|
|
|
|
|
|
|
|||||||
56
Year Ended January 1, 2012 Compared To Year Ended December 31, 2010
Comparisons to the prior year were impacted by two factors around the number of days in the reporting period. First, there was a 53 rd week in 2011 for approximately 60% of the business already on a 52 week (5-4-4 quarterly) reporting cycle. Also in 2011, the remaining 40% of the Company changed its reporting cycle from a calendar year to a 52 week reporting cycle in order to be consistent with the rest of the Company, which resulted in a one additional day for the year. The discussion of our results of operations that follows is based upon our historical results of operations for the years ended January 1, 2012 and December 31, 2010.
Revenue . Total revenue for the year ended January 1, 2012 decreased by $32.8 million, or 5.9%, to $525.8 million from $558.6 million for the year ended December 31, 2010. The difference between same store revenue and GAAP revenue for the current period is immaterial, therefore, further revenue discussions will be limited to GAAP results. We estimate the impact of the 53 rd week to be $4.8 million on total revenue, comparisons below have not been adjusted for this impact. The decrease in total revenue was comprised of a $30.2 million, or 7.6%, decrease in advertising revenue, a $2.2 million, or 1.6%, decrease in circulation revenue and a $0.4 million, or 1.5%, decrease in commercial printing and other revenue. Advertising revenue declines were primarily driven by declines on the print side of our business in the local retail and classified categories which were partially offset by growth in digital. The print declines reflect an uncertain economic environment, which continued to put pressure on our local advertisers. These economic conditions have also led to a decline in our circulation volumes which have been partially offset by price increases in select locations. Our circulation revenue was also impacted by approximately $0.5 million for a net to gross accounting change implemented at the beginning of the fourth quarter of 2011 at one of our largest locations which puts it more in line with the Company as a whole. The decrease in commercial printing and other revenue was due to declines in printing projects as a result of continued weak economic conditions as well as the strategic closure of certain of our print facilities.
Operating Costs. Operating costs for the year ended January 1, 2012 decreased by $15.7 million, or 5.2%, to $289.3 million from $305.0 million for the year ended December 31, 2010. The decrease in operating costs was primarily due to a decrease in compensation, newsprint and ink, delivery and postage expenses of $10.0 million, $2.6 million, $2.0 million and $0.8 million, respectively. The majority of these decreases were the result of permanent cost reductions and were implemented as we continue to work to consolidate operations and improve the productivity of our labor force. We estimate the impact of the 53 rd week to be $3.8 million on operating costs and selling, general and administrative expenses.
Selling, General and Administrative. Selling, general and administrative expenses for the year ended January 1, 2012 decreased by $9.8 million, or 6.1%, to $150.0 million from $159.8 million for the year ended December 31, 2010. The decrease in selling, general and administrative expenses was primarily due to a decrease in compensation of $11.1 million offset by an increase in professional and consulting fees of $2.0 million. The majority of these reductions are also permanent in nature.
Depreciation and Amortization. Depreciation and amortization expense for the year ended January 1, 2012 decreased by $2.7 million to $43.4 million from $46.1 million for the year ended December 31, 2010. The decrease in depreciation and amortization expense was primarily due to the sale and disposal of assets in 2010, which reduced depreciation expense.
Integration and Reorganization Costs. During the years ended January 1, 2012 and December 31, 2010, we recorded integration and reorganization costs of $6.0 million and $2.5 million, respectively, primarily resulting from severance costs related to the consolidation of certain print operations.
Impairment of Long-Lived Assets. During the year ended January 1, 2012 we incurred an impairment charge of $2.1 million related to the consolidation of certain print operations and property, plant and equipment which were classified as held for sale. There was a $0.4 million of long-lived asset impairment charge during the year ended December 31, 2010.
57
Goodwill and Mastheads Impairment. During the year ended January 1, 2012, we recorded a $0.4 million impairment on our goodwill due to an operational management change in the fourth quarter of 2011 which transferred a goodwill balance of $0.4 million to a reporting unit that previously did not have a goodwill balance. There were no such charges during the year ended December 31, 2010.
Interest Expense. Total interest expense for the year ended January 1, 2012 decreased by $1.7 million, or 2.9%, to $58.3 million from $60.0 million for the year ended December 31, 2010. The decrease was due to declines in interest rates and their related impact on the unhedged position or our debt and a slight decrease in our total outstanding debt.
(Gain) Loss on Derivative Instruments. During the years ended January 1, 2012 and December 31, 2010, we recorded a net gain of $0.9 million and a net loss of $8.3 million, respectively, comprised of accumulated other comprehensive income amortization related to swaps terminated in 2008 partially offset by the impact of the ineffectiveness of our remaining swap agreements.
Income Tax Expense (Benefit). Income tax benefit for the year ended January 1, 2012 was $1.8 million compared to $0.2 million for the year ended December 31, 2010. The change of $1.6 million was primarily due to the elimination of the tax effect related to the expiration of a previously terminated swap that could be fully recognized for tax purposes in the current year.
Net Loss from Continuing Operations. Net loss from continuing operations for the year ended January 1, 2012 was $22.2 million. Net loss from continuing operations for the year ended December 31, 2010 was $26.2 million. Our net loss from continuing operations decreased due to the factors noted above.
Year Ended December 31, 2010 Compared To Year Ended December 31, 2009
The discussion of our results of operations that follows is based upon our historical results of operations for the years ended December 31, 2010 and 2009.
Revenue . Total revenue for the year ended December 31, 2010 decreased by $26.2 million, or 4.5%, to $558.6 million from $584.8 million for the year ended December 31, 2009. The difference between same store revenue and GAAP revenue for the current period is immaterial, therefore, further revenue discussions will be limited to GAAP results. The decrease in total revenue was comprised of a $13.8 million, or 3.4%, decrease in advertising revenue, a $5.7 million, or 4.0%, decrease in circulation revenue and a $6.7 million, or 20.3%, decrease in commercial printing and other revenue. Advertising revenue declines were primarily driven by declines on the print side of our business in the local retail and classified categories which were partially offset by growth in online. The print declines reflect an uncertain economic environment, which continued to put pressure on our local advertisers. These economic conditions have also led to a decline in our circulation volumes which have been partially offset by price increases in select locations. The decrease in commercial printing and other revenue was due to declines in printing projects as a result of continued weak economic conditions and the strategic closure of certain print facilities.
Operating Costs. Operating costs for the year ended December 31, 2010 decreased by $30.5 million, or 9.1%, to $305.0 million from $335.5 million for the year ended December 31, 2009. The decrease in operating costs was primarily due to a decrease in compensation, newsprint and ink, delivery, postage, outside services and supplies of $18.1 million, $3.5 million, $3.4 million, $1.8 million, $1.1 million and $0.8 million, respectively. We believe the majority of the decreases were a result of permanent cost reductions and were implemented as we continued to work to consolidate operations and improve the productivity of our labor force.
Selling, General and Administrative. Selling, general and administrative expenses for the year ended December 31, 2010 decreased by $5.2 million, or 3.1%, to $159.8 million from $165.0 million for the year ended
58
December 31, 2009. The decrease in selling, general and administrative expenses was primarily due to a decrease in bad debt expense, outside services, professional and consulting fees, and supplies of $2.1 million, $1.5 million, $1.0 million and $0.4 million, respectively. We believe the majority of these reductions are also permanent in nature.
Depreciation and Amortization. Depreciation and amortization expense for the year ended December 31, 2010 decreased by $9.6 million to $46.1 million from $55.7 million for the year ended December 31, 2009. The decrease of $9.6 million in depreciation and amortization expense was primarily due to a reduction in amortization expense due to the impairment of amortizable intangibles in June 2009.
Integration and Reorganization Costs. During the years ended December 31, 2010 and December 31, 2009, we recorded integration and reorganization costs of $2.5 million and $2.0 million, respectively, primarily resulting from severance costs related to the consolidation of certain print operations.
Impairment of Long-Lived Assets. During the year ended December 31, 2009, we incurred a charge of $206.1 million related to the impairment on our advertiser relationships and subscriber relationships due to reductions in our operating projections within our various reporting units and there were no such charges during the year ended December 31, 2010. There was a $0.4 million of long-lived asset impairment charge during the year ended December 31, 2010.
Goodwill and Mastheads Impairment. During the year ended December 31, 2009, we recorded a $275.3 million impairment on our goodwill and mastheads due to softening business conditions and the related impact on the fair value of our reporting units. There were no such charges during the year ended December 31, 2010.
Interest Expense. Total interest expense for the year ended December 31, 2010 decreased by $4.6 million, or 7.1%, to $60.0 million from $64.6 million for the year ended December 31, 2009. The decrease was primarily due to declines in interest rates and their related impact on the unhedged portion of our debt, and to a lesser extent, a decrease in our total outstanding debt.
Gain on Early Extinguishment of Debt. During the year ended December 31, 2009 we recorded a gain of $7.5 million due to the early extinguishment of short term notes payable.
Loss on Derivative Instruments. During the years ended December 31, 2010 and 2009, we recorded a net loss of $8.3 million and $12.7 million, respectively, comprised of accumulated other comprehensive income amortization related to swaps terminated in 2008 partially offset by the impact of the ineffectiveness of our remaining swap agreements.
Income Tax Expense (Benefit). Income tax benefit for the year ended December 31, 2010 was $0.2 million compared to an income tax expense of $0.3 million for the year ended December 31, 2009. The change of $0.5 million was primarily due to an increase of the impairment on the non tax deductible goodwill in 2009, and the reversal of unrecognized tax exposures in 2010.
Net Loss from Continuing Operations. Net loss from continuing operations for the year ended December 31, 2010 was $26.2 million. Net loss from continuing operations for the year ended December 31, 2009 was $527.4 million. Our net loss from continuing operations decreased due to the factors noted above.
Liquidity and Capital Resources
Our primary cash requirements are for working capital, debt obligations and capital expenditures. We have no material outstanding commitments for capital expenditures. Our principal sources of funds have historically been, and will be, cash provided by operating activities and term loan borrowings for significant acquisitions.
As a holding company, we have no operations of our own and accordingly we have no independent means of generating revenue, and our internal sources of funds to meet our cash needs, including payment of expenses,
59
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 if there are outstanding extensions of credit under the revolving facility, a minimum fixed charge ratio, and restrictions on our ability to incur debt, pay dividends or take certain other corporate actions. As of January 1, 2012 we were in compliance with all applicable covenants.
On February 27, 2007, we entered into the 2007 Credit Facility with a syndicate of financial institutions with Wells Fargo Bank as administrative agent, referred to as the 2007 Credit Facility. 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.
In accordance with the First Amendment, 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 1.00% premium if the debt is called within one year and an interest feature that grants the previously outstanding debt an interest rate of 0.25% below the highest rate of any borrowing under the 2007 Credit Facility.
On February 15, 2008, we entered into our 2008 Bridge Facility with Barclays, as syndication agent, sole arranger and book runner. The 2008 Bridge Facility provided for a $20.6 million term loan facility. The 2008 Bridge Facility was paid in full on June 7, 2010.
On August 21, 2008, FIF III Liberty Holdings LLC (FIF III) purchased an aggregate of $11.5 million in 10% cumulative preferred stock of GateHouse Media Macomb Holdings, Inc. (Macomb), an operating subsidiary of ours. Macomb, an Unrestricted Subsidiary under the terms of the 2007 Credit Facility, used the proceeds from such sale of preferred stock to make an $11.5 million cash investment in Holdco non-voting 10% cumulative preferred stock. On December 7, 2010, FIF III exercised its right to require us to purchase its Macomb preferred stock. During the five-year period following the full repayment by us of the 2008 Bridge Facility, which repayment occurred in the second quarter of 2010, FIF III had the right to require us to purchase the preferred stock. We paid the purchase price of $14.1 million on December 8, 2010, which represented the sum of original purchase price of $11.5 million paid by FIF III for the Macomb preferred stock and accrued but unpaid dividends of $2.6 million. FIF III is an affiliate of Fortress Investment Group, LLC, the owner of approximately 39.6% of our outstanding common stock.
On February 3, 2009, we again amended our 2007 Credit Facility and reduced the amounts available under the credit agreement, as follows: (i) for revolving loans, from $40.0 million to $20.0 million; (ii) for the letter of credit subfacility, from $15.0 million to $5.0 million; and (iii) for the swingline loan subfacility, from $10.0 million to $5.0 million.
As required by the 2007 Credit Facility, as amended, on March 2, 2011 and March 5, 2010, we made a principal payment of $11.2 million and $2.5 million, respectively, which represented 50% of our Excess Cash Flow (as defined under the 2007 Credit Facility) related to the fiscal years ended December 31, 2010 and 2009, respectively.
60
Effective March 30, 2011 we further amended our 2007 Credit Facility to appoint Gleacher as the successor Agent and to provide that the lenders holding a majority of the outstanding term loans and loan commitments under the 2007 Credit Facility may remove the Agent and may make certain decisions and exercise certain powers previously within the discretion of the Agent.
Although we are currently in compliance with all of our covenants and obligations under the 2007 Credit Facility, due to restrictive covenants and conditions within each of this facility, we currently do not have the ability to draw upon the revolving credit facility portion of the 2007 Credit Facility for any immediate short-term funding needs or to incur additional long-term debt.
Future compliance with our financial and operating covenants will depend on the future performance of the business and our ability to curtail the negative revenue trend experience and our ability to address other risks and challenges set forth herein. We believe 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.
Our leverage may adversely affect our business and financial performance and may restrict our operating flexibility. The level of our indebtedness and our on-going cash flow requirements may expose us to
a risk that a substantial decrease in operating cash flows due to, among other things, continued or additional adverse economic developments or adverse developments in our business, could make it difficult for us to meet the financial and operating
covenants contained in our credit facilities. In addition, our leverage may limit cash flow available for general corporate purposes such as capital expenditures and our flexibility to react to competitive, technological and other changes in our
Cash Flows
The following table summarizes our historical cash flows.
|
Year Ended
January 1, 2012 |
Year Ended
December 31, 2010 |
Year Ended
December 31, 2009 |
||||||||||
| (in thousands) | ||||||||||||
|
Cash provided by operating activities |
$ | 22,439 | $ | 26,453 | $ | 2,990 | ||||||
|
Cash (used in) provided by investing activities |
(731 | ) | (624 | ) | 8,400 | |||||||
|
Cash used in financing activities |
(11,249 | ) | (22,010 | ) | (13,003 | ) | ||||||
Cash Flows from Operating Activities. Net cash provided by operating activities for the year ended January 1, 2012 was $22.4 million. The net cash provided by operating activities resulted from a depreciation and amortization of $43.4 million, an impairment of long-lived assets of $2.1 million, amortization of deferred financing costs of $1.4 million, a $0.8 million loss on the sale of assets, non-cash compensation of $0.5 million, a goodwill and mastheads impairment charge of $0.4 million, partially offset by a net loss of $22.2 million, an increase funding of pension and other post-retirement obligations of $1.9 million, a net decrease in cash provided by working capital of $1.0 million, and a gain of $0.9 million on derivative instruments. The decrease in cash provided by working capital primarily resulted from an increase in other assets and an increase in prepaid expenses related to a newsprint pricing agreement that allowed for fixed pricing in 2012 below market rates from December 31, 2010 to January 1, 2012 offset by a decrease in accounts receivable and an increase in accounts payable.
Net cash provided by operating activities for the year ended December 31, 2010 was $26.5 million. The net cash provided by operating activities resulted from a depreciation and amortization of $46.1 million, a loss of $8.3 million on derivative instruments, non-cash compensation of $1.7 million, a $1.5 million loss on the sale of assets, amortization of deferred financing costs of $1.4 million, an impairment of long-lived assets of $0.8 million, partially offset by a net loss of $26.6 million, a net decrease in cash provided by working capital of $5.4 million, an increase funding of pension and other post-retirement obligations of $1.4 million. The decrease in
61
cash provided by working capital primarily resulted from an increase in prepaid expenses related to a newsprint pricing agreement that allowed for fixed pricing in 2011 below market rates from December 31, 2009 to December 31, 2010.
Net cash provided by operating activities for the year ended December 31, 2009 was $3.0 million. The net cash provided by operating activities resulted from a goodwill and mastheads impairment charge of $275.3 million, an impairment of long-lived assets of $208.8 million, depreciation and amortization of $55.8 million, a loss of $12.7 million on derivative instruments, non-cash compensation of $3.4 million, amortization of deferred financing costs of $1.4 million, partially offset by a net loss of $530.6 million, a net decrease in cash provided by working capital of $15.1 million, a gain on early extinguishment of debt of $7.5 million, an increase funding of pension and other post-retirement obligations of $0.8 million, and a gain of $0.4 million on the sale of assets. The decrease in cash provided by working capital primarily resulted from a significant reduction in the accounts payable balance of $14.3 million from December 31, 2008 to December 31, 2009.
Cash Flows from Investing Activities. Net cash used in investing activities for the year ended January 1, 2012 was $0.7 million. During the year ended January 1, 2012, we used $3.3 million for capital expenditures, which was offset by $2.6 million received from the sale of publications and other assets.
Net cash used in investing activities for the year ended December 31, 2010 was $0.6 million. During the year ended December 31, 2010, we used $4.8 million for capital expenditures, which was offset by $4.2 million received from the collection of a receivable due from a previous real estate sale and the sale of other real property.
Net cash provided by investing activities for the year ended December 31, 2009 was $8.4 million. During the year ended December 31, 2009, we received $11.2 million from the sale of publications and other assets, which was partially offset by $2.5 million used for capital expenditures and $0.3 million used for 2008 acquisition payments made in 2009.
Cash Flows from Financing Activities. Net cash used in financing activities for the year ended January 1, 2012 was $11.2 million due to a repayment under the 2007 Credit Facility.
Net cash used in financing activities for the year ended December 31, 2010 was $22.0 million, which primarily resulted from a $2.5 million repayment under the 2007 Credit Facility, the repurchase of subsidiary preferred stock of $11.5 million and an $8.0 million repayment under the 2008 Bridge Facility.
Net cash used in financing activities for the year ended December 31, 2009 was $13.0 million, which primarily resulted from $9.0 million repayment under the 2008 Bridge Facility and the repayment of $4.0 million of short term note payable.
Changes in Financial Position
The discussion that follows highlights significant changes in our financial position and working capital from December 31, 2010 to January 1, 2012.
Accounts Receivable. Accounts receivable decreased $2.3 million from December 31, 2010 to January 1, 2012, which relates to the timing of cash collections and lower revenue recognized in 2011 compared to 2010.
Prepaid Expenses. Prepaid expenses increased $5.0 million from December 31, 2010 to January 1, 2012, which primarily relates to a $5.0 million increase in the prepayment related to a newsprint pricing agreement that allowed for fixed pricing in 2012 at below market rates.
Property, Plant, and Equipment. Property, plant, and equipment decreased $21.4 million during the period from December 31, 2010 to January 1, 2012, of which $19.0 million relates to depreciation, $3.4 million relates
62
to assets sold and held for sale, and $2.1 million relates to an impairment charge. These decreases in property, plant, and equipment were partially offset by $3.3 million that was used for capital expenditures.
Goodwill. Goodwill decreased $0.4 million from December 31, 2010 to January 1, 2012, due to an impairment charge.
Intangible Assets. Intangible assets decreased $24.4 million from December 31, 2010 to January 1, 2012, due to amortization.
Current Portion of Long-term Debt. Current portion of long-term debt decreased $6.6 million from December 31, 2010 to January 1, 2012 due to a change in the estimated payment as required by the 2007 Credit Facility, which represented 50% of the Excess Cash Flow. This amount decreased from $11.2 million at December 31, 2010 to $4.6 million at January 1, 2012.
Accounts Payable. Accounts payable increased $2.3 million from December 31, 2010 to September 25, 2011, which was primarily attributable to the timing of vendor payments.
Long-term Debt. Long-term debt decreased $4.6 million from December 31, 2010 to January 1, 2012 due to a reclassification to current portion of long-term debt of a principal payment due in 2012 as required by the 2007 Credit Facility, which represented 50% of the Excess Cash Flow related to the year ended January 1, 2012.
Derivative Instruments. Derivative instrument liability decreased $13.9 million from December 31, 2010 to January 1, 2012, due to changes in the fair value measurement of our interest rate swaps.
Accumulated Other Comprehensive Loss. Accumulated other comprehensive loss decreased $8.3 million from December 31, 2010 to January 1, 2012, which resulted from the change in fair value of the interest rate swaps of $13.9 million, which was offset by a $3.0 million change related to the Companys pension and post retirement plans, a $1.7 million reclassification of income tax benefit from accumulated other comprehensive loss, and a gain on derivative instruments due to amortization of $0.9 million.
Accumulated Deficit. Accumulated deficit increased $22.2 million from December 31, 2010 to January 1, 2012 from a net loss attributable to GateHouse Media, of $21.6 million.
Indebtedness
2007 Credit Facility
GateHouse Media Operating, Inc. (Operating), an indirectly wholly-owned subsidiary of ours, GateHouse Media Holdco, Inc. (Holdco), an indirectly wholly-owned subsidiary of ours, and certain of their subsidiaries entered into an Amended and Restated Credit Agreement, dated as of February 27, 2007, with a syndicate of financial institutions with Wells Fargo Bank as administrative agent.
The 2007 Credit Facility, prior to execution of the Second Amendment (defined below), provided for a: (a) $670.0 million term loan facility that matures on August 28, 2014; (b) a delayed draw term loan facility of up to $250.0 million that matures on August 28, 2014, and (c) a revolving credit 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 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: (a) 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; (b) 65% of the voting stock (and 100% of the nonvoting stock) of all present and future
63
first-tier foreign subsidiaries; and (c) 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.
Borrowings under the 2007 Credit Facility bear interest, at the borrowers 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 the LIBOR Rate term loans and Alternate Base Rate term loans, as amended by the First Amendment (defined below), is 2.00% and 1.00%, respectively. The applicable margin for revolving loans is adjusted quarterly based upon Holdcos Total Leverage Ratio (as defined in the 2007 Credit Facility) ( i.e ., the ratio of Holdcos 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 credit facility, a quarterly commitment fee is also payable on the unused portion of the revolving credit 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 amount equal to 50.0% of Holdcos Excess Cash Flow (as defined in the 2007 Credit Facility) earned during the previous fiscal year, except that no prepayments are required if the Total Leverage Ratio (as defined in the 2007 Credit Facility) 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 Holdcos 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 (a) 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 (b) the amount of proceeds required to reduce Holdcos 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 Holdcos 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 it satisfies an incurrence test that requires it 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 (a) make restricted payments so long as, after giving effect to any such restricted payment, Holdco and its subsidiaries have a Fixed Charge Coverage Ratio (as defined in the 2007 Credit Facility) 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 (b) 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
64
proceeds are used to prepay borrowings under our acquisition credit facilities. 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. There were no extensions of credit outstanding under the revolving credit portion of the facility at January 1, 2012 and, therefore, we were not required to be in compliance with the Total Leverage Ratio covenant.
First Amendment to 2007 Credit Facility
On May 7, 2007, the borrowers 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. As amended by the First Amendment, the 2007 Credit Facility includes $1.195 billion of term loan facilities and $40.0 million of a 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 prior to its amendment. 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 Moodys Investors Service Inc. and Standard & Poors Rating Services, are at least B1, and B+, respectively, in each case with stable outlook or (ii) 2.25%, otherwise, as was the case as of January 1, 2012, or (b) the greater of the prime rate set by Wells Fargo Bank, 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 prior 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 Wells Fargo Bank, 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.
Second Amendment to 2007 Credit Facility
On February 3, 2009, the borrowers entered into a Second Amendment to the 2007 Credit Facility.
The Second Amendment, among other things, permits the borrowers to repurchase term loans outstanding under the 2007 Credit Facility at prices below par through one or more Modified Dutch Auctions (as defined in the Second Amendment) through December 31, 2011, provided that: (a) no Default or Event of Default under the Credit Agreement has occurred and is continuing or would result from such repurchases, (b) the sum of Unrestricted Cash (as defined in the Second Amendment) and Accessible Borrowing Availability (as defined in the Second Amendment) under the 2007 Credit Facility is greater than or equal to $20.0 million; and (c) no Extension of Credit (as defined in the Second Amendment) is outstanding under the revolving credit facility before or after giving effect to such repurchases. The Second Amendment further provides that such repurchases may result in the prepayment of term loans on a non-pro rata basis. No debt repurchases are required to be made pursuant to the Second Amendment and we cannot provide any assurances that any such debt repurchases will be
65
made or, if made, the prices at which such repurchases will be made. No debt repurchases were made during the year ended January 1, 2012.
The Second Amendment also reduced the aggregate principal amounts available under the 2007 Credit Facility, as follows: (a) for revolving loans, from $40.0 million to $20.0 million; (b) for the letter of credit subfacility, from $15.0 million to $5.0 million; and (c) for the swingline loan subfacility, from $10.0 million to $5.0 million.
In addition, the Second Amendment provides that Holdco may not incur additional term debt under the 2007 Credit Facility unless the Senior Secured Incurrence Test (as defined in the Second Amendment) is less than 4.00 to 1 and the current Incurrence Test (as defined in the Second Amendment) is satisfied. At January 1, 2012, Holdco was not able to incur additional debt under the 2007 Credit Facility.
In conjunction with the Second Amendment, we incurred and expensed approximately $550,000 of fees. The existing unamortized deferred financing fees that should be written off, in accordance with FASB ASC Topic 855, Debt , as a result of the decrease in borrowing capacity were not significant. We determined that the approximate net impact of $400,000 was immaterial and as a result we expensed the $550,000 of new fees and continue to amortize the existing deferred financing fees.
Agency Amendment to 2007 Credit Facility
On April 1, 2011, the borrowers entered into an Agency Succession and Amendment Agreement, dated as of March 30, 2011, to the 2007 Credit Facility (the Agency Amendment).
Pursuant to the Agency Amendment, among other things, (a) Wells Fargo Bank resigned as Agent and (b) Gleacher was appointed as Agent. In addition, the Agency Amendment effected certain amendments to the 2007 Credit Facility that provide that (x) the Agent need not be a lender under the 2007 Credit Facility and (y) the lenders holding a majority of the outstanding term loans and loan commitments under the 2007 Credit Facility have (i) the right, in their discretion, to remove the Agent and (ii) the right to make certain decisions and exercise certain powers under the 2007 Credit Facility that had previously been within the discretion of the Agent.
As required by the 2007 Credit Facility, as amended, on March 2, 2011 and March 5, 2010, we made principal payments of $11.2 million and $2.5 million, respectively, which represented 50% of the Excess Cash Flow related to the fiscal years ended December 31, 2010 and 2009, respectively. As of January 1, 2012, a total of $1.2 billion was outstanding under the 2007 Credit Facility; $662.3 million was outstanding under the term loan facility, $247.1 million was outstanding under the delayed draw term loan facility, $271.8 million was outstanding under the incremental term loan facility and no amounts were outstanding under the revolving credit facility. Following the filing of this report on March 8, 2012 we expect to make a principal payment of $4.6 million, which represents 50% of the Excess Cash Flow related to the fiscal year ended January 1, 2012, as required by the 2007 Credit Facility, as amended. This amount has been classified as current portion of long-term debt in the accompanying Consolidated Balance Sheet at January 1, 2012.
Note Payable
In connection with the acquisition of certain newspapers from Morris, we committed to pay a portion of the purchase price under a $10.0 million promissory note. During 2008, this note was amended to include the working capital settlement related to the acquisition. On May 1, 2009, we entered into a second amendment to the promissory note with Morris, which requires monthly payments of interest only from January through December of 2009. On September 25, 2009, we entered into an accommodation agreement and release with Morris, which extinguished the promissory note in exchange for a payment of $4.0 million. For the year ended December 31, 2009, we recognized a gain on early extinguishment of this debt in the amount of $7,538 million.
66
Compliance with Covenants
We currently are in compliance with all of the covenants and obligations under the 2007 Credit Facility, as amended. However, due to restrictive covenants and conditions within the facility, we currently do not have the ability to draw upon the revolving credit facility portion of the 2007 Credit Facility for any immediate short-term funding needs or to incur additional long-term debt and do not expect to be able to do so in the foreseeable future.
2008 Bridge Facility
On February 15, 2008, we and GateHouse Media Intermediate Holdco, Inc., a subsidiary of ours (Holdco II), (collectively, the Bridge Borrower) entered into the 2008 Bridge Facility with Barclays Capital (Barclays), as subsequently modified and amended. The 2008 Bridge Facility originally provided for a $20.6 million secured term loan facility. On June 7, 2010, we paid off in full the remaining balance under the 2008 Bridge Facility.
Preferred Stock Agreement with Subsidiary
On August 21, 2008, FIF III Liberty Holdings LLC (FIF III) purchased an aggregate of $11.5 million in 10% cumulative preferred stock of GateHouse Media Macomb Holdings, Inc. (Macomb), an operating subsidiary of ours. Macomb, an Unrestricted Subsidiary under the terms of the 2007 Credit Facility, used the proceeds from such sale of preferred stock to make an $11.5 million cash investment in Holdco non-voting 10% cumulative preferred stock. On December 7, 2010, FIF III exercised its right to require us to purchase its Macomb preferred stock. During the five-year period following the full repayment by us of the 2008 Bridge Facility, which repayment occurred in the second quarter of 2010, FIF III had the right to require us to purchase the preferred stock. We paid the purchase price of $14.1 million on December 8, 2010, which represented the sum of original purchase price of $11.5 million paid by FIF III for the Macomb preferred stock and accrued but unpaid dividends of $2.6 million. FIF III is an affiliate of Fortress Investment Group, LLC, the owner of approximately 39.6% of our outstanding common stock.
Fair Value
The fair value of our total long-term debt, determined based on estimated market prices for similar issues of debt with consistent
Payment Schedule
As of January 1, 2012, scheduled principal payments of outstanding debt are as follows (in thousands):
|
2012 |
4,600 | |||
|
2013 |
| |||
|
2014 |
1,176,638 | |||
|
|
|
|||
| $ | 1,181,238 | |||
|
Less: Short-Term Debt |
4,600 | |||
|
|
|
|||
|
Long-Term Debt |
$ | 1,176,638 | ||
|
|
|
67
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 January 1, 2012:
| 2012 | 2013 | 2014 | 2015 | 2016 | Thereafter | Total | ||||||||||||||||||||||
| (In Thousands) | ||||||||||||||||||||||||||||
|
2007 Credit Facility |
$ | 61,754 | $ | 57,104 | $ | 1,214,186 | $ | | $ | | $ | | $ | 1,333,044 | ||||||||||||||
|
Noncompete payments |
633 | 419 | 286 | 250 | 200 | 400 | 2,188 | |||||||||||||||||||||
|
Operating lease obligations |
4,577 | 4,292 | 3,843 | 2,699 | 1,771 | 4,524 | 21,706 | |||||||||||||||||||||
|
Letters of credit |
5,182 | | | | | | 5,182 | |||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
|
Total |
$ | 72,146 | $ | 61,815 | $ | 1,218,315 | $ | 2,949 | $ | 1,971 | $ | 4,924 | $ | 1,362,120 | ||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
The table above excludes future cash requirements for pension and postretirement obligations. The periods in which these obligations will be settled in cash are not readily determinable and are subject to numerous future events and assumptions. We estimate cash requirements for these obligations in 2011 totaling approximately $1,682. See Note 13 of the Notes to Consolidated Financial Statements, included herein.
On February 27, 2007, we entered into the 2007 Credit Facility with a syndicate of financial institutions with Wells Fargo Bank 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.
On February 3, 2009, we again amended our 2007 Credit Facility and reduced the amounts available under the credit agreement, as follows: (i) for revolving loans, from $40,000,000 to $20,000,000; (ii) for the letter of credit subfacility, from $15,000,000 to $5,000,000; and (iii) for the swingline loan subfacility, from $10,000,000 to $5,000,000.
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 May 2011, the Financial Accounting Standard Board (FASB) issued Accounting Standards Update (ASU) 2011-04, Fair Value Measurement (Topic 820): Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in GAAP and IFRS, which amends Accounting Standards Codification (ASC) Topic 820. ASU No. 2011-04 amends the ASC to clarify some existing concepts, eliminates wording differences between GAAP and International Financial Reporting Standards (IFRS) and changes some principles to achieve consistency between GAAP and IFRS. ASU 2011-04 also expands the existing disclosures for fair value measurements that are estimated using significant unobservable (Level 3) inputs. The changes to the ASC as a result of this update are effective for annual and interim reporting periods beginning after December 15, 2011 (January 2, 2012 for us). The adoption of ASU No. 2011-04 will not have a material effect on our Consolidated Financial Statements.
In June 2011, the FASB issued ASU No. 2011-05 Comprehensive Income (Topic 220) which amends ASC 220. ASU No. 2011-05 amends the ASC to require the presentation of total comprehensive income, the components of net income, and the components of other comprehensive income in a single continuous statement
68
or in two separate but continuous statements. This update eliminates the option of reporting other comprehensive income as part of the statement of changes in stockholders equity. The changes to the ASC as a result of this update is effective for annual and interim reporting periods beginning after December 15, 2011 (January 2, 2012 for us). The adoption of ASU No. 2011-05 will not have a material effect on the Companys Consolidated Financial Statements.
In September 2011, the FASB issued ASU 2011-08 IntangiblesGoodwill and Other (Topic 350): Testing for Goodwill for Impairment, which amends ASC Topic 350. ASU No. 2011-08 amends the ASC to simplify how entities test for goodwill impairment. The amendments in the update allow an entity to assess qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount as a basis to decide whether the two-step goodwill impairment test should be performed as described in Topic 350. The changes to the ASC as a result of this update are effective for annual and interim goodwill impairment tests performed for fiscal years beginning after December 15, 2011. The adoption of ASU No. 2011-08 will not have a material effect on our Consolidated Financial Statements.
In September 2011, the FASB issued ASU 2011-09 CompensationRetirement BenefitsMultiemployer Plans (Subtopic 715-80) Disclosures about an Employers Participation in a Multiemployer Plan, which amends ASC Subtopic 715-80. The amendment requires that employers provide additional separate disclosures for multiemployer pension plans and multiemployer other postretirement benefit plans. The changes to the ASC as a result of this update are effective for annual periods and fiscal years ending after December 15, 2011 (January 2, 2012 for us). The adoption of ASU No. 2011-08 did not have a significant impact on our Consolidated 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 :
| |
Income tax expense (benefit); |
| |
interest/financing expense; |
| |
depreciation and amortization; and |
| |
non-cash impairments. |
Managements 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. 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
69
performance. We believe that it also 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 charges related to gain (loss) on sale of facilities represent charges (gains), which may significantly affect our financial results.
Readers of our financial statements 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. Readers of our financial statements should not rely on Adjusted EBITDA as a substitute for any such GAAP financial measure. We strongly urge readers of our financial statements 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 readers of our financial statements 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.
We use Adjusted EBITDA as a measure of our core operating performance, which is evidenced by the publishing and delivery of news and other media and excludes certain expenses that may not be indicative of our core business operating results. We consider the unrealized (gain) loss on derivative instruments and the (gain) loss on early extinguishment of debt to be financing related costs associated with interest expense or amortization of financing fees. Accordingly, we exclude financing related costs such as the early extinguishment of debt because they represent the write-off of deferred financing costs and we believe these non-cash write-offs are similar to interest expense and amortization of financing fees, which by definition are excluded from Adjusted EBITDA. Additionally, the non-cash gains (losses) on derivative contracts, which are related to interest rate swap agreements to manage interest rate risk, are financing costs associated with interest expense. Such charges are incidental to, but not reflective of, our core operating performance and it is appropriate to exclude charges related to financing activities such as the early extinguishment of debt and the unrealized (gain) loss on derivative instruments which, depending on the nature of the financing arrangement, would have otherwise been amortized over the period of the related agreement and does not require a current cash settlement.
70
The table below shows the reconciliation of income (loss) from continuing operations to Adjusted EBITDA for the periods presented:
|
Year Ended
January 1, 2012 |
Year Ended
December 31, 2010 |
Year Ended
December 31, 2009 |
Year Ended
December 31, 2008 |
Year Ended
December 31, 2007 |
||||||||||||||||
| (In Thousands) | ||||||||||||||||||||
|
Loss from continuing operations |
$ | (22,228 | ) | |||||||||||||||||