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8-K - FORM 8-K - GateHouse Media, Inc.d8k.htm

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 First Quarter 2011 Results

First Quarter Highlights

 

   

Online advertising revenue increased 23.3% and monthly unique visitors and page views increased 21.2% and 17.9% in the first quarter, respectively, compared to the prior year.

 

   

Revenues for the first quarter were $119.8 million, down 10.0% from the prior year. Adjusting for timing factors and the impact of weather, as described in more detail below, revenue was down approximately 6.8%.

 

   

As Adjusted EBITDA was $10.3 million versus $14.2 million in the prior year and was negatively impacted by these timing factors and weather.

 

   

Operating costs and SG&A expense totaled $110.6 million in the first quarter, a decrease of $8.7 million or 7.3% from the prior year.

 

   

Levered Free Cash Flow per share was ($0.4) versus ($0.2) for the prior year and benefited from the timing of interest payments relative to the change in the quarterly reporting calendar.

 

   

Excess cash flow payment of $11.2 million was made on long-term debt in March.

FAIRPORT, N.Y. April 28, 2011 - GateHouse Media, Inc. (the “Company” or “GateHouse Media”) (OTC Pink Sheets: GHSE) today reported financial results for the first quarter ended March 27, 2011.

First Quarter 2011

Total revenues were $119.8 million for the quarter, a decline of 10.0% as compared to the prior year. Several timing factors and severe weather accounted for approximately 3.2% of the decline. Excluding these special factors, the Company estimates its revenues were down approximately 6.8% versus the prior year. The Company experienced the impact of a change in its reporting period in 2011 from a calendar year to a 52 week operating year (see note below) and the shift of the positive impact of the Easter holiday on advertising revenue to the second quarter of 2011 compared to the first quarter in 2010. The impact of these two timing factors on revenue is estimated to be approximately $3.1 million, or 2.2%. Severe winter storms also impacted the Company’s New England and Illinois regions, which account for 52.0% of total revenue. The Company believes this had a significant impact on its single copy circulation sales and advertising revenue.

 

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Commenting on GateHouse Media’s results, Michael E. Reed, GateHouse Media’s Chief Executive Officer, said, “Our reported revenue decline of 10% in the quarter does not portray a clear picture of our revenue trends. Revenue was negatively impacted by several timing-related items in the first quarter including a planned change in reporting periods and a late Easter this year, which collectively made up approximately 2.2% of our total revenue decline. We expect to benefit from both of these timing factors later in the year. We also experienced severe winter storms in each of our largest markets in the first quarter. We believe this negatively impacted circulation revenue and caused retailers to hold back advertising dollars in anticipation of lighter consumer traffic.

“On a positive note, we continue to see very good results from our digital initiatives and the investments we are making in this area. Our online advertising revenues grew 23.3% during the quarter. New products launched in 2010, primarily RadarFrog.com and our behavioral targeted advertising platform with Yahoo!, combined with our traditional banner advertising, drove the improvement. We continue to roll out mobile apps across our top properties as we expand our digital offerings. We also continue to execute the roll out of metered pay systems on our websites to drive subscription revenues.

“I am also encouraged by the growth in both our print and online employment classified category. The new Monster platform provides us with additional functionality and we anticipate further improvement in this category throughout the year. The real estate category, both listings and legal revenue from foreclosures, was the primary drag on our overall classified revenue. The pace of legal revenues coming from foreclosures remains slower than we had anticipated, particularly when compared to the very strong volumes we saw in the first quarter of 2010. However, the outlook for our real estate category is a little brighter as we are starting to see legal revenue related to foreclosures pick up again and we are rolling out a new real estate vertical platform with a soon to be announced national partner.

“We are concerned about the slow trends experienced so far in 2011 and are taking extra steps to ensure we remain focused on initiatives and best practices to drive both print and advertising sales. In addition, we continue to look at permanent cost reduction opportunities and have accelerated some of these initiatives in order to more positively impact 2011. We remain committed long term to removing legacy infrastructure costs and positioning GateHouse to be a nimble, multi-media platform business.”

Total advertising revenue declined 11.7% on a same store basis in the quarter. Adjusting for the timing factors and impact of weather noted above, the Company estimates advertising revenue would have declined approximately 8.0%. Online revenue, which now accounts for 8.3% of total advertising revenue, increased 23.3%. Continued strength in the employment and auto categories were not enough to offset weakness in real estate and legal revenue and the category as a whole was down 15.1% for the quarter. Circulation revenue declined 6.4% in the first quarter, 5.0% after adjusting for the calendar days, and was impacted by the severe weather in our New England and Illinois markets. Commercial printing and other revenues declined 8.8%.

Operating costs and SG&A expenses were $110.6 million in the quarter, a decline of $8.7 million or 7.3% from the prior year. The expense declines were driven primarily by lower compensation expense and hauling and delivery costs. Newsprint expense was up slightly for the quarter due to higher average pricing.

Operating loss for the quarter was $3.7 million, a decrease of $4.4 million as compared to the prior year. As Adjusted EBITDA for the quarter was $10.3 million, a decrease of $3.9 million or 27.2% from the prior year.

Levered Free Cash Flow for the quarter decreased 88.6% to ($2.3) million as compared to ($1.2) million for the prior year. The timing of interest payments was impacted by the calendar change, with the March 31st payment of $2.4 million falling into the second quarter.

Non-cash compensation expense for Restricted Stock Grants in the fourth quarter was $0.3 million. One-time costs incurred and other non-cash expenses in the quarter were $2.7 million, and related primarily to reorganization efforts and initiatives introduced to realize permanent expense reductions.

 

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Change in Reporting Period

The Company moved to a consistent 52-week reporting cycle for all locations during the first quarter. As a result, the first quarter of 2011 had 86 days compared to 90 days in the prior year quarter for approximately 40% of the business. The associated impact on prior year revenue is approximately $2.5 million and expense is approximately $1.5 - $2.0 million.

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 86 daily publications. GateHouse Media currently serves local audiences of more than 10 million per week across 21 states through hundreds of community publications and local websites. GateHouse Media is traded in the over-the-counter market under the symbol “GHSE.”

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

Non-GAAP Financial Measures

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

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

The Company defines Adjusted EBITDA as income (loss) from continuing operations before interest, income tax expense (benefit), depreciation and amortization and other non-recurring or non-cash items. The Company defines As Adjusted EBITDA as Adjusted EBITDA before other non-cash items such as non-cash compensation, 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

 

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

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

Forward-Looking Statements

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

(In thousands, except share and per share data)

 

     Three months     Three months  
     ended     ended  
     March 27,     March 31,  
     2011     2010  

Revenues:

    

Advertising

   $ 81,648      $ 92,415   

Circulation

     32,169        34,089   

Commercial printing and other

     6,000        6,599   
                

Total revenues

     119,817        133,103   

Operating costs and expenses:

    

Operating costs

     72,463        77,036   

Selling, general, and administrative

     38,153        42,298   

Depreciation and amortization

     11,057        11,861   

Integration and reorganization costs

     1,457        897   

Loss on sale of assets

     348        266   
                

Operating income (loss)

     (3,661     745   

Interest expense

     13,780        14,908   

Amortization of deferred financing costs

     340        340   

Loss on derivative instruments

     379        2,797   

Other income

     (2     (9
                

Loss from continuing operations before income taxes

     (18,158     (17,291

Income tax expense

     34        158   
                

Loss from continuing operations

     (18,192     (17,449

Loss from discontinued operations, net of income taxes

     —          (24
                

Net loss

     (18,192     (17,473

Net loss attributable to noncontrolling interest

     224        153   
                

Net loss attributable to GateHouse Media

   $ (17,968   $ (17,320
                

Loss per share:

    

Basic and diluted:

    

Loss from continuing operations attributable to GateHouse Media

   $ (0.31   $ (0.30

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

     —          —     
                

Net loss attributable to GateHouse Media

   $ (0.31   $ (0.30
                

Basic weighted average shares outstanding

     57,856,889        57,626,412   
                

Diluted weighted average shares outstanding

     57,856,889        57,626,412   
                

 

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GATEHOUSE MEDIA, INC. AND SUBSIDIARIES

Consolidated Balance Sheets

(In thousands, except share data)

 

     March 27,     December 31,  
     2011     2010  
     (unaudited)        
Assets     

Current assets:

    

Cash and cash equivalents

   $ 13,242      $ 9,738   

Restricted cash

     5,182        5,182   

Accounts receivable, net of allowance for doubtful accounts of $3,045 and $3,260 at March 27, 2011 and December 31, 2010, respectively

     52,327        61,512   

Inventory

     7,703        7,731   

Prepaid expenses

     5,345        10,506   

Other current assets

     7,539        7,253   
                

Total current assets

     91,338        101,922   

Property, plant, and equipment, net of accumulated depreciation of $106,081 and $101,739 at March 27, 2011 and December 31, 2010, respectively

     147,679        152,293   

Goodwill

     14,343        14,343   

Intangible assets, net of accumulated amortization of $161,051 and $154,927 at March 27, 2011 and December 31, 2010, respectively

     264,938        271,061   

Deferred financing costs, net

     3,994        4,334   

Other assets

     1,340        1,400   

Long-term assets held for sale

     944        974   
                

Total assets

   $ 524,576      $ 546,327   
                
Liabilities and Stockholders’ Deficit     

Current liabilities:

    

Current portion of long-term liabilities

   $ 1,228      $ 1,224   

Current portion of long-term debt

     —          11,249   

Accounts payable

     7,791        5,905   

Accrued expenses

     30,112        26,766   

Accrued interest

     4,403        2,805   

Deferred revenue

     27,988        27,348   
                

Total current liabilities

     71,522        75,297   

Long-term liabilities:

    

Long-term debt

     1,181,238        1,181,238   

Long-term liabilities, less current portion

     3,263        3,636   

Derivative instruments

     58,121        65,490   

Pension and other postretirement benefit obligations

     12,627        12,787   
                

Total liabilities

     1,326,771        1,338,448   
                

Stockholders’ deficit:

    

Common stock, $0.01 par value, 150,000,000 shares authorized at March 27, 2011; 58,313,868 and 58,313,868 shares issued, and 58,077,756 and 58,078,607 outstanding at March 27, 2011 and December 31, 2010, respectively

     568        568   

Additional paid-in capital

     831,043        830,787   

Accumulated other comprehensive loss

     (54,752     (62,614

Accumulated deficit

     (1,577,433     (1,559,465

Treasury stock, at cost, 236,112 and 235,261 shares at March 27, 2011 and December 31, 2010, respectively

     (310     (310
                

Total GateHouse Media stockholders’ deficit

     (800,884     (791,034

Noncontrolling Interest

     (1,311     (1,087
                

Total stockholders’ deficit

     (802,195     (792,121
                

Total liabilities and stockholders’ deficit

   $ 524,576      $ 546,327   
                

 

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GATEHOUSE MEDIA, INC. AND SUBSIDIARIES

Unaudited Condensed Consolidated Statements of Cash Flows

(In thousands)

 

     Three months     Three months  
     ended     ended  
     March 27, 2011     March 31, 2010  

Cash flows from operating activities:

    

Net loss

   $ (18,192   $ (17,473

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

    

Depreciation and amortization

     11,057        11,863   

Amortization of deferred financing costs

     340        340   

Loss on derivative instrument

     379        2,797   

Non-cash compensation expense

     256        461   

Loss on sale of assets

     348        266   

Pension and other postretirement benefit obligations

     (9     (142

Changes in assets and liabilities, net of sales:

    

Accounts receivable, net

     9,185        9,123   

Inventory

     28        (106

Prepaid expenses

     5,161        876   

Other assets

     (226     913   

Accounts payable

     1,886        1,839   

Accrued expenses

     3,163        3,082   

Accrued interest

     1,598        (148

Deferred revenue

     640        1,404   

Other long-term liabilities

     (373     (145
                

Net cash provided by operating activities

     15,241        14,950   
                

Cash flows from investing activities:

    

Purchases of property, plant, and equipment

     (525     (636

Proceeds from sale of other assets

     37        471   
                

Net cash used in investing activities

     (488     (165
                

Cash flows from financing activities:

    

Repayments under current portion of long-term debt

     (11,249     (2,513

Repayments under short-term debt

     —          (1,500
                

Net cash used in financing activities

     (11,249     (4,013
                

Net increase in cash and cash equivalents

     3,504        10,772   

Cash and cash equivalents at beginning of period

     9,738        5,734   
                

Cash and cash equivalents at end of period

   $ 13,242      $ 16,506   
                

 

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GATEHOUSE MEDIA, INC. AND SUBSIDIARIES

As Adjusted EBITDA

(In thousands)

 

     Three months     Three months  
     ended     ended  
     March 27, 2011     March 31, 2010  

Loss from continuing operations

   $ (18,192   $ (17,449

Income tax expense

     34        158   

Loss on derivative instruments (1)

     379        2,797   

Amortization of deferred financing costs

     340        340   

Interest expense

     13,780        14,908   

Depreciation and amortization

     11,057        11,861   
                

Adjusted EBITDA from continuing operations

     7,398        12,615   

Non-cash compensation and other expense

     1,142        574   

Non-cash portion of postretirement benefits expense

     (9     (142

Integration and reorganization costs

     1,457        897   

Loss on sale of assets

     348        266   

Loss from discontinued operations

     —          (15
                

As Adjusted EBITDA

     10,336        14,195   

Net capital expenditures

     (484     (636

Cash taxes

     —          (40

Interest paid

     (12,158     (14,742
                

Levered Free Cash Flow

   $ (2,306   $ (1,223
                

 

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

GATEHOUSE MEDIA, INC. AND SUBSIDIARIES

As Adjusted Revenues

(In thousands)

 

     Three months     Three months  
     ended     ended  
     March 27, 2011     March 31, 2010  

Total revenues from continuing operations

   $ 119,817      $ 133,103   

Revenues from discontinued operations

     —          54   

Revenues from non-wholly owned subsidiary

     (749     (523
                

As Adjusted Revenues

   $ 119,068      $ 132,634   
                

 

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