EX-99.1 2 d580740dex991.htm EX-99.1 EX-99.1

Exhibit 99.1

 

LOGO

FOR IMMEDIATE RELEASE

Contact Information:

Melinda A. Janik

Chief Financial Officer

Tel: +1-585-598-0031

Mark Maring

Investor Relations

Tel: +1-585-598-6874

GateHouse Media Announces Second Quarter 2013 Results

Second Quarter Highlights

 

   

Total digital revenue increased 17.3% for the quarter.

 

   

Total revenues for the second quarter were $119.6 million, down 5.1% from the prior year and an improvement from first quarter trends. Excluding the impact of legislation changes in Massachusetts which slowed foreclosures, total revenues declined 4.1% to the prior year.

 

   

Operating costs and SG&A expense increased $2.6 million from the prior year, or 2.5%, to $106.1 million. Adjusting for one-time items, operating costs and SG&A expense were flat to the prior year at $101.9 million. Core business operating costs and SG&A expenses, excluding GateHouse Ventures, declined $4.1 million, or 4.1%

 

   

As Adjusted EBITDA was $17.7 million. Excluding GateHouse Ventures our core newspaper business had As Adjusted EBITDA of $21.3 million.

FAIRPORT, N.Y. August 1, 2013 - GateHouse Media, Inc. (the “Company” or “GateHouse Media”) (OTC Pink Sheets: GHSE), a leading multi-media company providing news and information to local communities, today reported financial results for the second quarter ended June 30, 2013. Total revenues were $119.6 million, which represents a decline of 5.1% versus the prior year. Excluding the impact of the reduced Massachusetts foreclosure revenues due to changes in legislation enacted in August 2012, total revenues were down 4.1% to the prior year. As Adjusted EBITDA was $17.7 million and $18.9 million excluding one-time investments made at Propel Marketing Company (“Propel”), part of GateHouse Ventures. As Adjusted EBITDA on the core business, excluding GateHouse Ventures, was $21.3 million.

Commenting on GateHouse Media’s results, Michael E. Reed, Chief Executive Officer of GateHouse Media, said, “We saw slightly improved revenue trends in almost every revenue category during the second quarter as compared to the first quarter. We are also seeing some further improvement in July. However, we remain very cautious on our near term outlook as print advertising revenue, despite the improved trend, continues to decline in the high single digit range, and still represents the largest revenue category within our business. Our primary customers, small businesses, continue to operate under tough economic conditions and face secular pressures as well. It’s important that we continue to drive changes in our business model diversifying our revenue streams to be more balanced among advertising, subscription, marketing services and transaction based revenue streams.

 

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“Our total revenue was down 5.1% to prior year in the second quarter. We continue to be negatively impacted by the new foreclosure legislation passed in Massachusetts last August which slowed the foreclosure rates in the state. Adjusting for that, we estimate our revenue would have been down 4.1% for the quarter. We did have some real bright spots in certain revenue categories during the quarter compared to the prior year. For example, total digital revenues were up 17.3%, preprint revenues were up about 1.0% and subscription income was up nearly 1.0%.

“We continue to expand our digital marketing solutions company, Propel, at a rapid pace. Our revenues in the second quarter surpassed $1.5 million which represented 50% growth over the first quarter. We will continue to invest in this business as we see the potential to drive significant revenue growth and meet the changing needs of our customers as they adapt their lead generation strategies to the ever changing digital environment. In addition, it will allow us to broaden our revenue streams as we aim to be less reliant on print advertising revenue. Like many new businesses some of our initial investment has been centered around building the infrastructure necessary to sustain a successful and fast growing operation. We are confident that this investment will allow us to have a set of digital marketing products that serves the changing needs of our traditional advertising customers and opens the door for a vastly expanded pool of potential new customers.

“We continue to make progress on reducing our core business operating expenses. We were able to reduce them by $4.1 million or 4.1% in the second quarter. Overall our expenses for the quarter were up 2.6% driven by our investment in Propel and legal costs we have incurred as we proactively explore options for improving our balance sheet. As Adjusted EBITDA for our core newspaper business was $21.3 million in the quarter which was down 14.9% to prior year. Our total company As Adjusted EBITDA, excluding all one- time, non- recurring and non-cash expenses was $18.9 million for the quarter. Liquidity remains strong with more than $25 million in cash on hand at the end of the second quarter.”

Second Quarter 2013

Total revenues were $119.6 million for the quarter, a decline of 5.1% compared to the prior year. The results were driven by strong digital revenue growth of 17.3% offset by declines in print advertising. The improvement in digital revenue was driven primarily by increases from new growth in initiatives, particularly Propel Marketing, as well as digital advertising in our core business. Total advertising revenue declined 8.9% as growth in digital advertising was more than offset by declines in local print and classified revenue, which were down 8.1% and 14.5%, respectively. Circulation revenue increased slightly from the prior year as did our preprint revenues.

Total operating and SG&A expenses in the quarter were $106.1 million, an increase of $2.6 million or 2.5% compared to the prior year. The increase was primarily related to investments made in Propel and legal costs incurred due to exploring alternatives to improve the Company’s capital structure. Adjusting for one-time costs incurred and other non-cash expenses, operating costs and SG&A expense were flat to the prior year at $101.9 million. Core business operating costs and SG&A expenses, excluding GateHouse Ventures, declined $4.1 million, or 4.1%, primarily as a result of lower total compensation.

Operating income for the quarter was $2.3 million compared to operating income of $11.6 million in the prior year. As Adjusted EBITDA for the quarter was $17.7 million, a decline of $6.3 million from the prior year on a same store basis. Both the decline in Operating income and As Adjusted EBITDA are primarily due to lower print advertising revenues and our investments in Propel, partially offset by the 4.1% decline in core operating expenses. Excluding new growth initiatives, core business As Adjusted EBITDA was $21.3 million, a decline of $3.7 million compared to the prior year. Levered Free Cash Flow for the quarter was $3.5 million compared to $8.5 million in the prior year.

One-time costs incurred and other non-cash expenses in the quarter were $6.3 million, and related primarily to legal fees and other expenses related to exploring alternatives to improve the Company’s capital structure.

About GateHouse Media, Inc.

GateHouse Media, Inc., headquartered in Fairport, New York, is one of the largest publishers of locally based print and online media in the United States as measured by its 78 daily publications. GateHouse Media currently serves local audiences of approximately 10 million per week across 21 states through hundreds of community publications and local websites. GateHouse Media is traded in the over-the-counter market under the symbol “GHSE.”

 

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

Non-GAAP Financial Measures

A non-GAAP financial measure is generally defined as one that purports to measure historical or future financial performance, financial position or cash flows, but excludes or includes amounts that would not be so adjusted in the most comparable GAAP measure. GateHouse Media defines and uses Adjusted EBITDA, As Adjusted EBITDA, As Adjusted Revenues, and Levered Free Cash Flow, non-GAAP financial measures, as set forth below. The Company strongly urges stockholders and other interested persons not to rely on any single financial measure to evaluate its business. In addition, because Adjusted EBITDA, As Adjusted EBITDA, As Adjusted Revenues and Levered Free Cash Flow are not measures of financial performance under GAAP and are susceptible to varying calculations, these non-GAAP measures, as presented in this press release, may differ from and may not be comparable to similarly titled measures used by other companies.

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

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

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

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

 

   

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

 

   

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

 

   

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

Adjusted EBITDA, As Adjusted EBITDA, As Adjusted Revenues and Levered Free Cash Flow provide GateHouse Media with measures of financial performance, independent of items that are beyond the control of management in the short-term, such as depreciation and amortization, taxation and interest expense associated with its capital structure. These metrics measure GateHouse Media’s financial performance based on operational factors that management can impact in the short-term, namely the cost structure or expenses of the organization. Adjusted EBITDA, As Adjusted EBITDA, As Adjusted Revenues and Levered Free Cash Flow are some of the metrics used by senior management and the Board of Directors to review the financial performance of the business on a monthly basis. In addition, GateHouse Media’s management utilizes these metrics to evaluate the Company’s performance, along with other criteria, to determine the funds available for paying the quarterly dividend.

 

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Forward-Looking Statements

Certain items in this press release may constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, and are subject to various risks and uncertainties, including without limitation, statements relating to progress made by the Company in its integration efforts, growth in revenues and cash flow, on-line revenues, expense reduction efforts and potential acquisition and sale opportunities. Forward-looking statements are generally identifiable by use of forward-looking terminology such as “may,” “will,” “should,” “potential,” “intend,” “expect,” “endeavor,” “seek,” “anticipate,” “estimate,” “overestimate,” “underestimate,” “believe,” “could,” “would,” “project,” “predict,” “continue” or other similar words or expressions. Forward looking statements are based on certain assumptions or estimates, discuss future expectations, describe future plans and strategies, contain projections of results of operations or of financial condition or state other forward-looking information. The Company’s ability to predict results or the actual effect of future plans or strategies is inherently uncertain. Although the Company believes that the expectations reflected in such forward looking statements are based on reasonable assumptions, actual results and performance could differ materially from those set forth in the forward-looking statements. Factors which could have a material adverse effect on the Company’s operations and future prospects or which could cause events or circumstances to differ from the forward-looking statements include, but are not limited to, the condition of the economy and the credit markets generally, the Company’s ability to maintain adequate liquidity and financing sources and an appropriate level of debt, the Company’s ability to maintain debt covenants, the Company’s ability to successfully grow digital revenues and audience and consumer revenues, the Company’s ability to successfully stabilize print revenues, the ability of the Company to successfully identify and develop new business ventures, the Company’s ability to close on a timely basis upon announced or contemplated transactions, unexpected liabilities arising from any transaction or that the Company will not receive the expected benefits from the transaction, the Company’s ability to generate sufficient cash flow to cover required interest and long-term obligations, the effect of the Company’s indebtedness and long-term obligations on its liquidity, the Company’s ability to integrate acquired assets and businesses, any increases in the price or reduction in the availability of newsprint, seasonal and other fluctuations affecting the Company’s revenues and operating results, any declines in circulation, the Company’s ability to obtain additional capital on terms acceptable to it, the Company’s ability to compete effectively in the local media industry, the Company’s success or failure in pursuing its digital business and related initiatives and strategic realignments and undertakings, increases in health costs, the Company’s vulnerability to economic downturns, regulatory changes or acts of nature in certain geographic areas, increases in competition for skilled personnel, a portion of the Company’s workforce being unionized, departure of key officers, increases in market interest rates, the cost and difficulty of complying with increasing and evolving regulation, and other risks detailed from time to time in the Company’s SEC reports, including but not limited to its most recent Annual Report on Form 10-K filed with the SEC under Commission File Number 001-33091. When considering forward- looking statements, readers should keep in mind the risk factors and other cautionary statements in such SEC filings. Readers are also cautioned not to place undue reliance on any of these forward-looking statements, which reflect management’s views as of the date of this press release. The factors discussed above and the other factors noted in the Company’s SEC filings could cause actual results to differ significantly from those contained in any forward-looking statement. Although the Company believes that the expectations reflected in the forward-looking statements are reasonable, it cannot guarantee future results, levels of activity, performance or achievements and expressly disclaims any obligation to release publicly any updates or revisions to any forward-looking statements to reflect any change in expectations with regard thereto or change in events, conditions or circumstances on which any statement is based.

 

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GATEHOUSE MEDIA, INC. AND SUBSIDIARIES

Unaudited Condensed Consolidated Statements of Operations

and Comprehensive Income (Loss)

(In thousands, except share and per share data)

 

     Three months
ended

June 30, 2013
    Three months
ended

July 1, 2012
    Six months
ended
June 30, 2013
    Six months
ended

July 1, 2012
 

Revenues:

        

Advertising

   $ 79,220      $ 86,952      $ 150,559      $ 165,870   

Circulation

     33,047        32,744        65,513        65,114   

Commercial printing and other

     7,331        6,275        14,107        12,197   
  

 

 

   

 

 

   

 

 

   

 

 

 

Total revenues

     119,598        125,971        230,179        243,181   

Operating costs and expenses:

        

Operating costs

     64,978        68,324        129,998        136,328   

Selling, general, and administrative

     41,156        35,215        78,722        72,054   

Depreciation and amortization

     9,791        9,893        19,636        20,204   

Integration and reorganization costs

     741        738        958        1,860   

Loss on sale of assets

     649        158        1,043        155   
  

 

 

   

 

 

   

 

 

   

 

 

 

Operating income (loss)

     2,283        11,643        (178     12,580   

Interest expense

     14,456        14,449        28,886        28,997   

Amortization of deferred financing costs

     261        340        522        680   

(Gain) loss on derivative instruments

     5        (809     9        (1,644

Other (income) expense

     737        5        1,008        (40
  

 

 

   

 

 

   

 

 

   

 

 

 

Loss from continuing operations before income taxes

     (13,176     (2,342     (30,603     (15,413

Income tax expense

     —          148        —          43   
  

 

 

   

 

 

   

 

 

   

 

 

 

Loss from continuing operations

     (13,176     (2,490     (30,603     (15,456

Loss from discontinued operations, net of income taxes

     (946     (200     (1,034     (475
  

 

 

   

 

 

   

 

 

   

 

 

 

Net loss

     (14,122     (2,690     (31,637     (15,931
  

 

 

   

 

 

   

 

 

   

 

 

 

Loss per share:

        

Basic and diluted:

        

Loss from continuing operations

   $ (0.23   $ (0.05   $ (0.53   $ (0.27

Income (loss) from discontinued operations

        

Income (loss) from discontinued operations, net of income taxes

     (0.01     —          (0.01     —     
  

 

 

   

 

 

   

 

 

   

 

 

 

Net loss

   $ (0.24   $ (0.05   $ (0.54   $ (0.27

Basic weighted average shares outstanding

     58,076,193        58,051,049        58,063,901        58,032,205   

Diluted weighted average shares outstanding

     58,076,193        58,051,049        58,063,901        58,032,205   

Comprehensive income (loss)

   $ (7,126   $ 757      $ (16,923   $ (17,204

 

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GATEHOUSE MEDIA, INC. AND SUBSIDIARIES

Condensed Consolidated Balance Sheets

(In thousands, except share data)

 

     June 30, 2013     December 30,
2012
 
     (unaudited)        
Assets     

Current assets:

    

Cash and cash equivalents

   $ 25,512      $ 34,527   

Restricted cash

     6,467        6,467   

Accounts receivable, net of allowance for doubtful accounts of $2,233 and $2,456 at June 30, 2013 and December 30, 2012, respectively

     49,409        54,692   

Inventory

     5,309        6,019   

Prepaid expenses

     5,243        5,815   

Other current assets

     8,533        8,215   
  

 

 

   

 

 

 

Total current assets

     100,473        115,735   

Property, plant, and equipment, net of accumulated depreciation of $133,283 and $128,208 at June 30, 2013 and December 30, 2012, respectively

     108,679        116,510   

Goodwill

     13,742        13,742   

Intangible assets, net of accumulated amortization of $208,177 and $196,878 at June 30, 2013 and December 30, 2012, respectively

     207,208        218,981   

Deferred financing costs, net

     1,197        1,719   

Other assets

     1,931        2,605   

Assets held for sale

     474        474   
  

 

 

   

 

 

 

Total assets

   $ 433,704      $ 469,766   
  

 

 

   

 

 

 
Liabilities and Stockholders’ Deficit     

Current liabilities:

    

Current portion of long-term liabilities

   $ 708      $ 853   

Current portion of long-term debt

     —          6,648   

Accounts payable

     8,367        9,396   

Accrued expenses

     28,407        26,258   

Accrued interest

     4,701        4,665   

Deferred revenue

     24,983        25,217   
  

 

 

   

 

 

 

Total current liabilities

     67,166        73,037   

Long-term liabilities:

    

Long-term debt

     1,167,450        1,167,450   

Long-term liabilities, less current portion

     2,062        2,347   

Derivative instruments

     31,053        45,724   

Pension and other postretirement benefit obligations

     14,828        15,367   
  

 

 

   

 

 

 

Total liabilities

     1,282,559        1,303,925   
  

 

 

   

 

 

 

Stockholders’ deficit:

    

Common stock, $0.01 par value, 150,000,000 shares authorized at June 30, 2013 and December 30, 2012; 58,313,868 issued, and 58,077,031 outstanding at June 30, 2013 and December 30, 2012

     568        568   

Additional paid-in capital

     831,369        831,344   

Accumulated other comprehensive loss

     (37,928     (52,642

Accumulated deficit

     (1,642,554     (1,610,917

Treasury stock, at cost, 236,837 shares at June 30, 2013 and December 30, 2012

     (310     (310
  

 

 

   

 

 

 

Total GateHouse Media stockholders’ deficit

     (848,855     (831,957

Noncontrolling Interest

     —          (2,202
  

 

 

   

 

 

 

Total stockholders’ deficit

     (848,855     (834,159
  

 

 

   

 

 

 

Total liabilities and stockholders’ deficit

   $ 433,704      $ 469,766   
  

 

 

   

 

 

 

 

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GATEHOUSE MEDIA, INC. AND SUBSIDIARIES

Unaudited Condensed Consolidated Statements of Cash Flows

(In thousands)

 

     Six months
ended
June 30, 2013
    Six months ended
July 1, 2012
 

Cash flows from operating activities:

    

Net loss

   $ (31,637   $ (15,931

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

    

Depreciation and amortization

     19,693        20,678   

Amortization of deferred financing costs

     522        680   

(Gain) loss on derivative instrument

     9        (1,644

Non-cash compensation expense

     25        48   

Loss on sale of assets

     2,198        187   

Pension and other postretirement benefit obligations

     (428     (244

Impairment of long-lived assets

     —          206   

Goodwill impairment

     —          216   

Changes in assets and liabilities:

    

Accounts receivable, net

     4,912        6,857   

Inventory

     710        (417

Prepaid expenses

     518        9,991   

Other assets

     194        (1,295

Accounts payable

     (293     1,469   

Accrued expenses

     2,549        (1,530

Accrued interest

     42        (65

Deferred revenue

     112        (558

Other long-term liabilities

     (215     (422
  

 

 

   

 

 

 

Net cash (used in) provided by operating activities

     (1,089     18,226   
  

 

 

   

 

 

 

Cash flows from investing activities:

    

Purchases of property, plant, and equipment

     (2,018     (1,737

Proceeds from sale of publications, other assets and insurance

     740        442   
  

 

 

   

 

 

 

Net cash used in investing activities

     (1,278     (1,295
  

 

 

   

 

 

 

Cash flows from financing activities:

    

Repayments under current portion of long-term debt

     (6,648     (4,600
  

 

 

   

 

 

 

Net cash used in financing activities

     (6,648     (4,600
  

 

 

   

 

 

 

Net (decrease) increase in cash and cash equivalents

     (9,015     12,331   

Cash and cash equivalents at beginning of period

     34,527        19,212   
  

 

 

   

 

 

 

Cash and cash equivalents at end of period

   $ 25,512      $ 31,543   
  

 

 

   

 

 

 

 

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GATEHOUSE MEDIA, INC. AND SUBSIDIARIES

As Adjusted EBITDA

(In thousands)

 

     Three months
ended
June 30, 2013
    Three months
ended
July 1, 2012
    Six months
ended
June 30, 2013
    Six months
ended
July 1, 2012
 

Loss from continuing operations

   $ (13,176   $ (2,490   $ (30,603   $ (15,456

Income tax expense

     —          148        —          43   

(Gain) loss on derivative instruments (1)

     5        (809     9        (1,644

Amortization of deferred financing costs

     261        340        522        680   

Interest expense

     14,456        14,449        28,886        28,997   

Depreciation and amortization

     9,791        9,893        19,636        20,204   
  

 

 

   

 

 

   

 

 

   

 

 

 

Adjusted EBITDA from continuing operations

     11,337        21,531        18,450        32,824   

Non-cash compensation and other expense

     4,889        1,890        5,948        2,707   

Non-cash portion of postretirement benefits expense

     (213     (148     (428     (244

Integration and reorganization costs

     741        738        958        1,860   

Loss on sale of assets

     649        158        1,043        155   

As adjusted EBITDA from discontinued operations

     275        109        123        165   
  

 

 

   

 

 

   

 

 

   

 

 

 

As Adjusted EBITDA

     17,678        24,278        26,094        37,467   

Net capital expenditures

     (1,601     (1,223     (2,043     (1,736

Cash taxes

     —          —          —          —     

Interest paid

     (12,599     (14,516     (28,750     (29,005
  

 

 

   

 

 

   

 

 

   

 

 

 

Levered Free Cash Flow

   $ 3,478      $ 8,539      $ (4,699   $ 6,726   
  

 

 

   

 

 

   

 

 

   

 

 

 

 

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

 

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