EX-99.1 2 dex991.htm PRESS RELEASE Press Release

Exhibit 99.1

LOGO

FOR IMMEDIATE RELEASE

Contact Information:

Mark Maring

Investor Relations

Tel: +1-585-598-6874

GateHouse Media Announces Third Quarter 2008 Results

 

 

Third Quarter 2008 Highlights

 

   

Total reported revenues reached $171.6 million, an increase of 6.4% over the prior year.

 

   

As Adjusted Revenues of $174.6 million, a decrease of 5.1% on a same store basis, continuing to significantly outperform the industry.

 

   

Online revenue grew 34.0% over the prior year on a same store basis.

 

   

Net loss of $18.5 million.

 

   

As Adjusted EBITDA was $32.7 million, down 18.5% versus the prior year.

 

   

Levered Free Cash Flow was $0.17 per share.

 

   

Balance of revolving credit facility of $28.8 million, was paid off during the quarter.

FAIRPORT, N.Y., November 7, 2008—GateHouse Media, Inc. (the “Company” or “GateHouse Media”) (OTC: GHSE) today reported financial results for the quarter ended September 30, 2008.

The Company reported total revenues of $171.6 million in the quarter, an increase of 6.4% over the third quarter of 2007. On a same-store basis, As Adjusted Revenues for the Company were $174.6 million in the quarter, decreasing 5.1% over the prior year. Operating income for the third quarter was $9.8 million as compared to $12.1 million in the third quarter of 2007. As Adjusted EBITDA for the quarter was $32.7 million, a decrease of 20.8% on a same store basis.

GateHouse Media’s management utilizes As Adjusted Revenues and As Adjusted EBITDA to evaluate the Company’s performance, cash flows and liquidity because these metrics exclude non-cash items such as depreciation and amortization, non-cash compensation expense and one-time costs associated with integrating acquisitions and realizing synergy cost savings. GateHouse Media also uses As Adjusted EBITDA, excluding corporate costs, to assess the performance of its core local businesses.


Third Quarter 2008

Total reported revenues reached $171.6 million, an increase of 6.4% over the prior year. As Adjusted Revenues for the quarter were $174.6 million, a decline of 5.1% on a same store basis. Local advertising revenues continued to hold up well given the current economic environment declining only 1.1% on a same store basis. Classified revenues continue to be the primary driver of revenue declines with a 21.0% decline on a same store basis accounting for 97.0% of the Company’s total revenue decline. The classified advertising weakness was seen across all three major categories: help wanted, real estate and auto. Online revenues continued to grow, increasing 34.0% on a same store basis, consistent with the first half of 2008. Circulation revenues in the quarter increased by 4.0%. Commercial printing and other revenues declined 21.6% on a same store basis due to lower commercial printing projects, which is typical in a slow economy.

As Adjusted EBITDA declined 20.8% to $32.7 million on a same store basis with margins declining from 22.4% to 18.7% over the period. A combination of the lower classified revenue and flat expenses year over year contributed to the decline in margins. The Company was successful in reducing approximately $8.0 million in controllable costs in the third quarter. Unfortunately those reductions were offset by increases in newsprint costs, delivery costs, health care costs and bad debt expense, resulting in very slight expense declines for the quarter versus prior year.

Non-cash compensation expense for Restricted Stock Grants (RSGs) in the third quarter was $0.8 million. One-time costs incurred or accrued in the quarter were $4.3 million. These were charges related primarily to integration of the Company’s acquisitions in order to realize permanent expense reductions, and to reduce future capital expenditure needs, as well as staff reductions taken in order to reduce the cost basis in light of the current revenue environment.

Levered Free Cash Flow for the quarter was $9.8 million compared with $15.8 million for the same quarter in 2007.

During the quarter, the Company paid off its revolving credit facility. With the revolving credit facility at zero, the Company is not subject to any leverage test under its long term credit facility. The Company does not intend to borrow on the revolving credit facility in the near term and intends to fund working capital needs with cash from operations.

Earnings Call

The Company has scheduled a conference call to discuss the financial results on November 7, 2008 at 10:00 a.m. Eastern Time. The conference call can be accessed by dialing (877) 627-6511 (from within the U.S.) or (719) 325-4851 (from outside of the U.S.) ten minutes prior to the scheduled start and referencing the “GateHouse Media Third Quarter Earnings Call.”

A webcast of the conference call will be available to the public on a listen-only basis at www.gatehousemedia.com. Please allow extra time prior to the call to visit the site and download the necessary software required to listen to the internet broadcast. A replay of the webcast will be available for three months following the call.

For those who cannot listen to the live call, a replay will be available until 11:59 p.m. Eastern Time on November 7, 2008 by dialing (888) 203-1112 (from within the U.S.) or (719) 457-0820 (from outside of the U.S.) please reference access code “8740510.” A copy of this earnings release and quarterly financial supplement will be posted on the Investors section of the GateHouse Media website.


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 92 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 net income (loss) before interest, income tax expense (benefit), depreciation and amortization and other non-recurring or non-cash items. The Company defines As Adjusted EBITDA as Adjusted EBITDA before other non-cash items such as non-cash compensation and non-recurring integration and reorganization costs. The Company defines As Adjusted Revenues as total revenues plus revenues of discontinued operations while adjusting for the purchase accounting impact on revenues of the SureWest acquisition. The Company defines Levered Free Cash Flow as As Adjusted EBITDA less capital expenditures, cash taxes and interest expense.

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

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

 

   

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

 

   

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


   

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

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

Forward-Looking Statements

Certain items in this press release may constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, and are subject to various risks and uncertainties, including without limitation, statements relating to progress made by the Company in its integration efforts, growth in revenues and cash flow, on-line revenues and potential acquisition 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 Company’s ability to close on a timely basis upon announced or contemplated transactions, unexpected liabilities arising from any transaction or that the Company will not receive the expected benefits from the transaction, the Company’s limited operating history on a combined basis, the Company’s ability to generate sufficient cash flow to cover required interest, long-term obligations and dividends, the effect of the Company’s indebtedness and long-term obligations on its liquidity, the Company’s ability to effectively manage its growth, unforeseen costs associated with the acquisition of new properties, the Company’s ability to find suitably priced acquisitions, the Company’s ability to integrate acquired assets and businesses, any increases in the price or reduction in the availability of newsprint, seasonal and other fluctuations affecting the Company’s revenues and operating results, any declines in circulation, the Company’s ability to obtain additional capital on terms acceptable to it, the Company’s vulnerability to economic downturns, regulatory changes or acts of nature in certain geographic areas, increases in competition for skilled personnel, departure of key officers, increases in market interest rates, the cost and difficulty of complying with increasing and evolving regulation, and other risks detailed from time to time in the Company’s SEC reports, including but not limited to its most recent Annual Report on Form 10-K filed with the SEC under Commission File Number 001-33091. When considering forward-looking statements, readers should keep in mind the risk factors and other cautionary statements in such SEC filings. Readers are also cautioned not to place undue reliance on any of these forward-looking statements, which reflect management’s views as of the date of this press release and/or the associated earnings conference call. 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.


GATEHOUSE MEDIA, INC. AND SUBSIDIARIES

Unaudited Condensed Consolidated Statements of Operations

(In thousands, except share and per share data)

 

     Three months
ended
September 30,
2008
    Three months
ended
September 30,
2007
    Nine months
ended
September 30,
2008
    Nine months
ended
September 30,
2007
 

Revenues:

        

Advertising

   $ 123,821     $ 117,910     $ 374,562     $ 304,244  

Circulation

     37,857       34,449       109,785       82,891  

Commercial printing and other

     9,927       8,935       30,541       23,665  
                                

Total revenues

     171,605       161,294       514,888       410,800  

Operating costs and expenses:

        

Operating costs

     96,091       88,042       288,028       220,703  

Selling, general, and administrative

     47,220       41,499       145,112       111,674  

Depreciation and amortization

     16,749       16,336       53,394       40,400  

Integration and reorganization costs

     1,636       2,904       5,846       5,357  

Impairment of long-lived assets

     118       368       102,635       569  

Loss on sale of assets

     4       13       210       35  

Goodwill and mastheads impairment

     —         —         336,096       —    
                                

Operating income (loss)

     9,787       12,132       (416,433 )     32,062  

Interest expense

     21,456       22,304       69,089       54,900  

Amortization of deferred financing costs

     340       511       1,504       1,714  

Loss on early extinguishment of debt

     —         2,240       —         2,240  

Unrealized loss on derivative instrument

     3,769       2,348       5,525       1,973  

Other income

     (41 )     (6 )     (5 )     (214 )
                                

Loss from continuing operations before income taxes

     (15,737 )     (15,265 )     (492,546 )     (28,551 )

Income tax benefit

     (207 )     (5,365 )     (13,523 )     (9,386 )
                                

Loss from continuing operations

     (15,530 )     (9,900 )     (479,023 )     (19,165 )

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

     (2,976 ) (a)     1,146       (11,523 ) (a)     2,368  
                                

Net loss

   $ (18,506 )   $ (8,754 )   $ (490,546 )   $ (16,797 )
                                

Loss per share:

        

Basic and diluted:

        

Loss from continuing operations

   $ (0.27 )   $ (0.19 )   $ (8.40 )   $ (0.45 )

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

     (0.05 )     0.02       (0.20 )     0.06  
                                

Net loss

   $ (0.32 )   $ (0.17 )   $ (8.60 )   $ (0.39 )

Dividends declared per share

   $ —       $ 0.40     $ 0.20     $ 1.17  

Basic weighted average shares outstanding

     57,110,077       52,327,761       57,034,723       42,893,602  
                                

Diluted weighted average shares outstanding

     57,110,077       52,327,761       57,034,723       42,893,602  
                                

 

(a) Included in income from discontinued operations, net of taxes are total revenues of $2,989 for the three months ended September 30, 2008 primarily related to Milton, Pa, Sayre, PA, Oswego, NY and Nebraska and $14,987 for the nine months ended September 30, 2008 primarily from Yankton, SD, Winter Haven, FL and Telluride, CO, Milton, PA, Sayre, PA, Oswego, NY and Nebraska.


GATEHOUSE MEDIA, INC. AND SUBSIDIARIES

Condensed Consolidated Balance Sheets

(In thousands, except share data)

 

     September 30,
2008
    December 31,
2007
 
     (unaudited)        

Assets

    

Current assets:

    

Cash and cash equivalents

   $ 12,418     $ 12,096  

Accounts receivable, net of allowance for doubtful accounts of $4,328 and $3,874 at September 30, 2008 and December 31, 2007, respectively

     73,697       85,474  

Inventory

     10,735       9,046  

Prepaid expenses

     4,533       4,514  

Deferred income taxes

     3,890       3,890  

Other current assets

     4,535       4,208  

Assets held for sale

     —         1,540  
                

Total current assets

     109,808       120,768  

Property, plant, and equipment, net of accumulated depreciation of $51,054 and $30,597 at September 30, 2008 and December 31, 2007, respectively

     203,782       210,209  

Goodwill

     387,314       701,852  

Intangible assets, net of accumulated amortization of $90,280 and $58,111 at September 30, 2008 and December 31, 2007, respectively

     625,432       808,794  

Deferred financing costs, net

     7,395       8,416  

Other assets

     1,483       1,692  

Long-term assets held for sale

     13,664       23,264  
                

Total assets

   $ 1,348,878     $ 1,874,995  
                

Liabilities and Stockholders’ Equity (Deficit)

    

Current liabilities:

    

Current portion of long-term liabilities

   $ 1,342     $ 1,047  

Short-term note payable

     13,354       10,000  

Short-term debt

     17,000       —    

Accounts payable

     18,869       13,190  

Accrued expenses

     37,150       40,672  

Accrued interest

     7,878       9,947  

Deferred revenue

     29,713       29,840  

Dividend payable

     —         23,126  

Liabilities held for sale

     —         623  
                

Total current liabilities

     125,306       128,445  

Long-term liabilities:

    

Long-term debt

     1,195,000       1,206,000  

Long-term liabilities, less current portion

     16,675       3,809  

Deferred income taxes

     11,966       25,327  

Derivative instruments

     19,508       44,101  

Pension and other postretirement benefit obligations

     14,600       13,325  
                

Total liabilities

     1,383,055       1,421,007  
                

Stockholders’ equity (deficit):

    

Preferred stock, $0.01 par value, 50,000,000 shares authorized at September 30, 2008; none issued and outstanding at September 30, 2008 and December 31, 2007

     —         —    

Common stock, $0.01 par value, 150,000,000 shares authorized at September 30, 2008; 58,213,868 and 57,947,073 shares issued, and 58,085,930 and 57,891,295 outstanding at September 30, 2008 and December 31, 2007, respectively

     568       568  

Additional paid-in capital

     824,967       822,025  

Accumulated other comprehensive loss

     (38,851 )     (49,962 )

Accumulated deficit

     (820,558 )     (318,407 )

Treasury stock, at cost, 127,938 and 55,778 shares at September 30, 2008 and December 31, 2007, respectively

     (303 )     (236 )
                

Total stockholders’ equity (deficit)

     (34,177 )     453,988  
                

Total liabilities and stockholders’ equity (deficit)

   $ 1,348,878     $ 1,874,995  
                


GATEHOUSE MEDIA, INC. AND SUBSIDIARIES

Unaudited Condensed Consolidated Statements of Cash Flows

(In thousands)

 

     Nine months
ended
September 30, 2008
    Nine months
ended
September 30, 2007
 

Cash flows from operating activities:

    

Net loss

   $ (490,546 )   $ (16,797 )

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

   $ (11,523 )     2,368  
                

Net loss from continuing operations

     (479,023 )     (19,165 )

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

    

Depreciation and amortization

     53,394       40,400  

Amortization of deferred financing costs

     1,504       1,714  

Unrealized loss (gain) on derivative instrument

     5,525       1,973  

Non-cash compensation expense

     2,942       2,984  

Deferred income taxes

     (13,375 )     (10,626 )

Loss on sale of assets

     210       35  

Loss on early extinguishment of debt

     —         2,240  

Pension and other postretirement benefit obligations

     (581 )     482  

Non-cash interest expense

     618       —    

Impairment of long-lived assets

     102,635       569  

Goodwill and mastheads impairment

     336,096       —    

Changes in assets and liabilities, net of acquisitions:

    

Accounts receivable, net

     9,622       1,920  

Inventory

     (1,848 )     1,498  

Prepaid expenses

     299       1,012  

Other assets

     (19 )     (2,097 )

Accounts payable

     5,007       140  

Accrued expenses

     1,870       10,415  

Accrued interest

     (2,069 )     7,744  

Deferred revenue

     218       103  

Other long-term liabilities

     (759 )     (271 )
                

Net cash provided by operating activities

     22,266       41,070  
                

Cash flows from investing activities:

    

Purchases of property, plant, and equipment

     (7,541 )     (5,933 )

Proceeds from sale of publications and other assets

     45,700       77,045  

Acquisition of Enterprise NewsMedia, LLC, net of cash acquired

     —         (154 )

Acquisition of The Copley Press, Inc. newspapers, net of cash acquired

     (11 )     (385,466 )

Acquisition of Gannett Co., Inc. Newspapers, net of cash acquired

     379       (420,379 )

Other acquisitions, net of cash acquired

     (25,979 )     (209,129 )
                

Net cash used in investing activities

     12,548       (944,016 )
                

Cash flows from financing activities:

    

Payment of debt issuance costs

     (6 )     (7,455 )

Borrowings under term loans

     19,505       1,495,000  

Repayments under short term debt and notes payable (1)

     (19,517 )     (858,000 )

Net repayments under revolving credit facility

     (11,000 )     —    

Payment of offering costs

     —         (1,345 )

Issuance of common stock, net of underwriter’s discount

     —         332,939  

Purchase of treasury stock

     (67 )     —    

Payment of dividends

     (34,731 )     (39,551 )

Issuance of subsidiary Preferred stock

     11,500       —    

Payment of subsidiary preferred stock issuance costs

     (176 )     —    
                

Net cash provided by (used in) financing activities

     (34,492 )     921,588  
                

Net increase (decrease) in cash and cash equivalents

     322       18,642  

Cash and cash equivalents at beginning of period

     12,096       90,302  
                

Cash and cash equivalents at end of period

   $ 12,418     $ 108,944  
                

 

(1) Includes $16.5 million payment related to a $19.8 million settlement agreement for the termination of two interest rate swap agreements on $570 million of term loans.


GATEHOUSE MEDIA, INC. AND SUBSIDIARIES

As Adjusted EBITDA

(In thousands)

 

     Three months
ended
September 30, 2008
    Three months
ended
September 30, 2007
    Nine months
ended
September 30, 2008
    Nine months
ended
September 30, 2007
 

Loss from continuing operations

   $ (15,530 )   $ (9,900 )   $ (479,023 )   $ (19,165 )

Income tax expense (benefit)

     (207 )     (5,365 )     (13,523 )     (9,386 )

Unrealized (gain) loss on derivative instrument (1)

     3,769       2,348       5,525       1,973  

Loss on early extinguishment of debt

     —         2,240       —         2,240  

Amortization of deferred financing costs

     340       511       1,504       1,714  

Interest expense

     21,456       22,304       69,089       54,900  

Impairment of long-lived assets

     118       368       102,635       569  

Depreciation and amortization

     16,749       16,336       53,394       40,400  

Goodwill and masthead impairment

     —         —         336,096       —    
                                

Adjusted EBITDA from continuing operations

     26,695       28,842       75,697       73,245  

Non-cash compensation and other expense

     3,323       3,967       14,070       7,128  

Non-cash portion of postretirement benefits expense

     119       —         1,012       668  

Integration and reorganization costs

     1,636       2,904       5,846       5,357  

Loss on sale of assets

     4       13       210       35  

Impact of SureWest Directories purchase accounting

     —         2,660       —         6,748  

Income (loss) from discontinued operations

     897       1,684       3,894       3,475  
                                

As Adjusted EBITDA

     32,674       40,070       100,729       96,656  

Net capital expenditures (2)

     (1,633 )     (1,966 )     (7,422 )     (5,368 )

Cash taxes

     202       —         146       —    

Interest expense

     (21,456 )     (22,304 )     (69,089 )     (54,900 )
                                

Levered Free Cash Flow

   $ 9,787     $ 15,800     $ 24,364     $ 36,388  
                                

 

(1) Non-cash loss on derivative instruments is related to interest rate swap agreements which are financing related and are excluded from Adjusted EBITDA.
(2) Capital expenditures include proceeds from sales of other assets of $0.03 million and $0.3 million for the three months ended September 30, 2008 and September 30, 2007 and $0.1 million and $0.6 million for the nine months ended September 30, 2008 and September 30, 2007, respectively.

GATEHOUSE MEDIA, INC. AND SUBSIDIARIES

As Adjusted Revenues

(In thousands)

 

     Three months
ended
September 30, 2008
   Three months
ended
September 30, 2007
   Nine months
ended
September 30, 2008
   Nine months
ended
September 30, 2007

Total revenues from continuing operations

   $ 171,605    $ 161,294    $ 514,888    $ 410,800

Revenues from discontinued operations

     2,989      6,341      14,987      13,752
                           

Total income statement revenues

     174,594      167,635      529,875      424,552

Impact of SureWest Directories purchase accounting

     —        4,609      —        9,310
                           

As Adjusted Revenues

   $ 174,594    $ 172,244    $ 529,875    $ 433,862