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x
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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¨
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the transition period from
to
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Delaware
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38-3910250
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification No.)
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1345 Avenue of the Americas 45th floor,
New York, New York
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10105
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(Address of principal executive offices)
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(Zip Code)
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Title of each class:
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Name of each exchange on which registered:
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Common stock, par value $0.01 per share
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New York Stock Exchange
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Large accelerated filer
x
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Accelerated filer
¨
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Non-accelerated filer
¨
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Smaller reporting company
¨
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Page
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Item 1
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Item 1A
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Item 1B
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Item 2
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Item 3
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Item 4
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Item 5
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Item 6
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Item 7
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Item 7A
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Item 8
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Item 9
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Item 9A
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Item 9B
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Item 10
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Item 11
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Item 12
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Item 13
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Item 14
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Item 15
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Item 16
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•
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general economic and market conditions;
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•
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economic conditions in the Northeast, Southeast and Midwest regions of the United States;
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•
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our ability to grow our digital marketing and business services, digital audience and advertiser base;
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•
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the growing shift within the publishing industry from traditional print media to digital forms of publication;
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•
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our ability to acquire local media print assets at attractive valuations;
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•
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declining advertising and circulation revenues;
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•
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the risk that we may not realize the anticipated benefits of our recent or potential future acquisitions;
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•
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the availability and cost of capital for future investments;
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•
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our indebtedness may restrict our operations and / or require us to dedicate a portion of cash flow from operations to the payment of principal and interest;
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•
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our ability to pay dividends consistent with prior practice or at all;
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•
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our ability to realize the benefits of the Management Agreement (as defined below);
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•
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the impact of any material transactions with the Manager (as defined below) or one of its affiliates, including the impact of any actual, potential or predicted conflicts of interest;
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•
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effects of the pending merger of Fortress Investment Group LLC with affiliates of SoftBank Group Corp.;
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•
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the competitive environment in which we operate; and
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•
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our ability to recruit and retain key personnel.
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•
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our strong and trusted local brands, with 85% of our daily newspapers having been publishing local content for more than 100 years;
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•
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our ability to market through our print and online properties, driving branding and traffic; and
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•
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our more than 1,400 local, direct, in-market sales professionals with long standing relationships with small businesses in the communities we serve.
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•
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125 daily newspapers with total paid circulation of approximately 1.4 million;
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•
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314 weekly newspapers (published up to three times per week) with total paid circulation of approximately 315,000 and total free circulation of approximately 1.9 million;
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•
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124 “shoppers” (generally advertising-only publications) with total circulation of approximately 3.0 million;
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•
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538 locally-focused websites, which extend our businesses onto the internet and mobile devices with approximately 224 million page views per month;
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•
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two yellow page directories, with a total distribution of approximately 230,000, that cover a population of approximately 411,000 people;
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•
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68 business publications; and
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•
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Propel digital marketing and business services.
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•
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Diversified revenue streams, both in terms of customers and markets;
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•
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Operational efficiencies realized from clustering of business assets;
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•
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Operational efficiencies realized from centralization of back office functions;
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•
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Operational efficiencies realized from improved buying power for key operating cost items through our increased size and scale;
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•
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Ability to provide consistent management practices and ensure best practices; and
|
•
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Less competition and high barriers to entry.
|
•
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our strong and trusted local brands, with 85% of our daily newspapers having been publishing local content for more than 100 years;
|
•
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our ability to market through our print and online properties, driving branding and traffic; and
|
•
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our more than 1,400 local, direct, in-market sales professionals with long standing relationships with small businesses in the communities we serve.
|
•
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the growing shift within the publishing industry from traditional print media to digital forms of publication may compromise our ability to generate sufficient advertising revenues;
|
•
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investments in growing our digital and business services may not be successful, which could adversely affect our results of operations;
|
•
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our advertising and circulation revenues may decline if we are unable to compete effectively with other companies in the local media industry; and
|
•
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we may not be able to successfully acquire local print media assets at attractive valuations due to a rise in valuations from a more competitive landscape of acquirers.
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Daily Newspapers
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Weekly Newspapers
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Shoppers
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Niche and Business Publications
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Cost:
|
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Paid
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Paid and free
|
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Paid and free
|
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Paid and free
|
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Distribution:
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Distributed four to seven days per week
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Distributed one to three days per week
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Distributed weekly
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Distributed weekly, monthly or on annual basis
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Format:
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Printed on newsprint, folded
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Printed on newsprint, folded
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Printed on newsprint, folded or booklet
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Printed on newsprint or glossy, folded, booklet, magazine or book
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Content:
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50% editorial (local news and coverage of community events, some national headlines) and 50% ads (including classifieds)
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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)
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Almost 100% ads, primarily classifieds, display and inserts
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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)
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||||
Income:
|
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Revenue from advertisers, subscribers, rack/box sales
|
|
Paid:
Revenue from advertising, subscribers, rack/box sales
|
|
Paid:
Revenue from advertising, rack/box sales
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Paid:
Revenue from advertising, rack/box sales
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|
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||||
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Free:
Advertising revenue only, provide 100% market coverage
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Free:
Advertising revenue only, provide 100% market coverage
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Free:
Advertising revenue only
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Internet Availability:
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Maintain locally oriented websites, mobile sites and mobile apps, for select locations
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|
Major publications maintain locally oriented websites and mobile sites for select locations
|
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Major publications maintain locally oriented websites
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Selectively available online
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Number of Publications
|
|
Circulation
(1)
|
||||||||||||||
Operating Group
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Dailies
|
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Weeklies
|
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Shoppers and Other
|
|
Paid
|
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Free
|
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Total
Circulation
|
||||||
Eastern US Publishing
|
42
|
|
|
147
|
|
|
19
|
|
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934,173
|
|
|
1,380,230
|
|
|
2,314,403
|
|
Central US Publishing
|
36
|
|
|
70
|
|
|
41
|
|
|
449,480
|
|
|
2,294,622
|
|
|
2,744,102
|
|
Western US Publishing
|
47
|
|
|
97
|
|
|
64
|
|
|
375,185
|
|
|
1,268,444
|
|
|
1,643,629
|
|
BridgeTower
|
12
|
|
|
23
|
|
|
33
|
|
|
74,018
|
|
|
162,461
|
|
|
236,479
|
|
Total
|
137
|
|
|
337
|
|
|
157
|
|
|
1,832,856
|
|
|
5,105,757
|
|
|
6,938,613
|
|
|
(1)
|
Circulation statistics are estimated by our management as of
December 25, 2016
.
|
|
Publications
|
|
Production
Facilities
|
||||||||
State of Operations
|
Dailies
|
|
Weeklies
|
|
Shoppers
|
|
|
||||
Massachusetts
|
9
|
|
|
108
|
|
|
5
|
|
|
2
|
|
Florida
|
9
|
|
|
10
|
|
|
4
|
|
|
6
|
|
North Carolina
|
11
|
|
|
8
|
|
|
3
|
|
|
4
|
|
New Hampshire
|
2
|
|
|
5
|
|
|
—
|
|
|
2
|
|
New York
|
1
|
|
|
2
|
|
|
1
|
|
|
1
|
|
Pennsylvania
|
2
|
|
|
4
|
|
|
3
|
|
|
—
|
|
Maine
|
—
|
|
|
3
|
|
|
—
|
|
|
—
|
|
Tennessee
|
2
|
|
|
1
|
|
|
1
|
|
|
—
|
|
Alabama
|
2
|
|
|
—
|
|
|
—
|
|
|
1
|
|
Connecticut
|
1
|
|
|
—
|
|
|
1
|
|
|
—
|
|
Virginia
|
1
|
|
|
—
|
|
|
—
|
|
|
1
|
|
Delaware
|
—
|
|
|
6
|
|
|
—
|
|
|
1
|
|
Rhode Island
|
1
|
|
|
—
|
|
|
1
|
|
|
1
|
|
South Carolina
|
1
|
|
|
—
|
|
|
—
|
|
|
1
|
|
Total
|
42
|
|
|
147
|
|
|
19
|
|
|
20
|
|
|
Publications
|
|
Production
Facilities
|
||||||||
State of Operations
|
Dailies
|
|
Weeklies
|
|
Shoppers
|
|
|
||||
Illinois
|
14
|
|
|
21
|
|
|
16
|
|
|
4
|
|
Ohio
|
4
|
|
|
28
|
|
|
2
|
|
|
3
|
|
New York
|
6
|
|
|
16
|
|
|
9
|
|
|
2
|
|
Michigan
|
9
|
|
|
2
|
|
|
11
|
|
|
3
|
|
Pennsylvania
|
2
|
|
|
1
|
|
|
1
|
|
|
2
|
|
West Virginia
|
1
|
|
|
2
|
|
|
2
|
|
|
1
|
|
Total
|
36
|
|
|
70
|
|
|
41
|
|
|
15
|
|
|
Publications
|
|
Production
Facilities
|
||||||||
State of Operations
|
Dailies
|
|
Weeklies
|
|
Shoppers
|
|
|
||||
Missouri
|
11
|
|
|
14
|
|
|
12
|
|
|
5
|
|
Arkansas
|
3
|
|
|
28
|
|
|
1
|
|
|
2
|
|
Texas
|
4
|
|
|
9
|
|
|
14
|
|
|
3
|
|
California
|
5
|
|
|
9
|
|
|
8
|
|
|
2
|
|
Kansas
|
9
|
|
|
10
|
|
|
11
|
|
|
3
|
|
Iowa
|
3
|
|
|
6
|
|
|
5
|
|
|
1
|
|
Louisiana
|
3
|
|
|
6
|
|
|
3
|
|
|
2
|
|
Minnesota
|
1
|
|
|
7
|
|
|
4
|
|
|
—
|
|
Oklahoma
|
4
|
|
|
3
|
|
|
3
|
|
|
3
|
|
Colorado
|
1
|
|
|
3
|
|
|
—
|
|
|
1
|
|
Nebraska
|
—
|
|
|
2
|
|
|
1
|
|
|
—
|
|
Oregon
|
2
|
|
|
—
|
|
|
1
|
|
|
1
|
|
North Dakota
|
1
|
|
|
—
|
|
|
1
|
|
|
1
|
|
Total
|
47
|
|
|
97
|
|
|
64
|
|
|
24
|
|
|
Year Ended December 25, 2016
|
|
Year Ended December 27, 2015
|
|
Year Ended December 28,
2014 |
||||||
(in thousands)
|
|
|
|
|
|
||||||
Revenue:
|
|
|
|
|
|
||||||
Advertising
|
$
|
684,900
|
|
|
$
|
696,696
|
|
|
$
|
385,399
|
|
Circulation
|
421,497
|
|
|
378,263
|
|
|
195,661
|
|
|||
Commercial printing and other
|
148,959
|
|
|
120,856
|
|
|
71,263
|
|
|||
Total revenue
|
$
|
1,255,356
|
|
|
$
|
1,195,815
|
|
|
$
|
652,323
|
|
•
|
Local Retail—local retailers, local stores for national retailers, grocers, drug stores, department and furniture stores, local financial institutions, niche shops, restaurants and other consumer related businesses.
|
•
|
Local Classified—local legal, obituaries, employment, automotive, real estate and other advertising.
|
•
|
Online—banner, display, classified, behavioral targeting, audience extension, search and other advertising on websites or mobile devices.
|
•
|
National—national and major accounts such as wireless communications companies, airlines and hotels, generally placed with us through agencies.
|
•
|
Consumer research to better understand local content of interest;
|
•
|
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;
|
•
|
Improving customer service and company-wide customer retention efforts; and
|
•
|
Better use of demographic data to specifically target pricing and customer acquisition opportunities.
|
|
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
|
|
|
Hyannis
|
|
Cape Cod Times
www.capecodtimes.com
|
|
Daily
|
|
|
Milford
|
|
The Milford Daily News
www.milforddailynews.com
|
|
Daily
|
|
|
New Bedford
|
|
The Standard-Times
www.southcoasttoday.com
|
|
Daily
|
|
|
Quincy
|
|
Patriot Ledger
www.patriotledger.com
|
|
Daily
|
|
|
Taunton
|
|
Taunton Daily Gazette
www.tauntongazette.com
|
|
Daily
|
|
|
Worcester
|
|
Telegram & Gazette
www.telegram.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
|
|
|
Arlington
|
|
The Arlington Advocate
www.wickedlocal.com/arlington
|
|
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
|
|
|
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 & Tab
www.wickedlocal.com/cambridge
|
|
Paid Weekly
|
|
|
Carver
|
|
Carver Reporter
www.wickedlocal.com/carver
|
|
Paid Weekly
|
|
|
Chelmsford
|
|
Chelmsford Independent
www.wickedlocal.com/chelmsford
|
|
Paid Weekly
|
State
|
|
City
|
|
Masthead
|
|
Circulation Type
|
|
|
Clinton
|
|
The Item
|
|
Paid Weekly
|
|
|
Clinton
|
|
The Banner
|
|
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
|
|
|
Hamilton
|
|
Hamilton-Wenham Chronicle
www.wickedlocal.com/hamilton
|
|
Paid Weekly
|
|
|
Hanover
|
|
Hanover Mariner
www.wickedlocal.com/hanover
|
|
Paid Weekly
|
|
|
Hingham
|
|
The Hingham Journal
www.wickedlocal.com/hingham
|
|
Paid Weekly
|
|
|
Holbrook
|
|
Holbrook Sun
www.wickedlocal.com/holbrook
|
|
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
|
|
|
Hyannis
|
|
Barnstable Patriot
www.barnstablepatriot.com
|
|
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
|
|
|
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
|
State
|
|
City
|
|
Masthead
|
|
Circulation Type
|
|
|
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
|
|
|
Middleboro
|
|
Middleboro Gazette
www.southcoasttoday.com
|
|
Paid Weekly
|
|
|
Nantucket
|
|
Nantucket Inquirer & Mirror
www.ack.net
www.discovernantucket.com
|
|
Paid Weekly
|
|
|
Natick
|
|
Natick Bulletin & Tab
www.wickedlocal.com/natick
|
|
Paid Weekly
|
|
|
New Bedford
|
|
Advocate
|
|
Paid Weekly
|
|
|
New Bedford
|
|
Chronicle
|
|
Paid Weekly
|
|
|
New Bedford
|
|
Spectator
|
|
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
|
|
|
Norwell
|
|
Norwell Mariner
www.wickedlocal.com/norwell
|
|
Paid Weekly
|
|
|
Norwood
|
|
Norwood Transcript & Bulletin
www.wickedlocal.com/norwood
|
|
Paid Weekly
|
|
|
Pembroke
|
|
Pembroke Mariner & Express
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
|
|
|
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
|
State
|
|
City
|
|
Masthead
|
|
Circulation Type
|
|
|
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
|
|
|
Canton
|
|
Canton Journal
www.wickedlocal.com/canton
|
|
Free Weekly
|
|
|
Danvers
|
|
North Shore Sunday
|
|
Free Weekly
|
|
|
Fall River
|
|
OJornal
www.ojournal.com
|
|
Free Weekly
|
|
|
Falmouth
|
|
The 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
|
State
|
|
City
|
|
Masthead
|
|
Circulation Type
|
|
|
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
|
|
|
Hyannis
|
|
DollarSaver/TMC
|
|
Shopper
|
|
|
Middleboro
|
|
Middleboro Gazette Extra/TMC
www.southcoasttoday.com
|
|
Shopper
|
|
|
New Bedford
|
|
SouthCoast MarketPlace/TMC
|
|
Shopper
|
|
|
Taunton
|
|
Yellow Jacket
|
|
Shopper
|
|
|
Amesbury
|
|
www.wickedlocal.com/amesbury
|
|
On-line Only
|
|
|
Ashland
|
|
www.wickedlocal.com/ashland
|
|
On-line Only
|
|
|
Avon
|
|
www.wickedlocal.com/avon
|
|
On-line Only
|
|
|
Bellingham
|
|
www.wickedlocal.com/bellingham
|
|
On-line Only
|
|
|
Berkley
|
|
www.wickedlocal.com/berkley
|
|
On-line Only
|
|
|
Bolton
|
|
www.wickedlocal.com/bolton
|
|
On-line Only
|
|
|
Boston
|
|
www.wickedlocal.com/goodlife
|
|
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
|
|
|
Clinton
|
|
www.wickedlocal.com/clinton
|
|
On-line Only
|
|
|
Dennis
|
|
www.wickedlocal.com/dennis
|
|
On-line Only
|
|
|
Dighton
|
|
www.wickedlocal.com/dighton
|
|
On-line Only
|
|
|
Duxbury
|
|
www.wickedlocal.com/duxbury
|
|
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
|
|
|
Halifax
|
|
www.wickedlocal.com/halifax
|
|
On-line Only
|
|
|
Hanson
|
|
www.wickedlocal.com/hanson
|
|
On-line Only
|
|
|
Harvard
|
|
www.wickedlocal.com/harvard
|
|
On-line Only
|
|
|
Harwich
|
|
www.wickedlocal.com/harwich
|
|
On-line Only
|
|
|
Holliston
|
|
www.wickedlocal.com/holliston
|
|
On-line Only
|
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
|
|
|
Norton
|
|
www.wickedlocal.com/norton
|
|
On-line Only
|
|
|
Orleans
|
|
www.wickedlocal.com/orleans
|
|
On-line Only
|
|
|
Plainville
|
|
www.wickedlocal.com/plainville
|
|
On-line Only
|
|
|
Plymouth
|
|
www.plymouthguide.com
|
|
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
|
|
|
Southborough
|
|
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
|
Florida
|
|
Daytona Beach
|
|
Daytona Beach News-Journal
www.news-journalonline.com
|
|
Daily
|
State
|
|
City
|
|
Masthead
|
|
Circulation Type
|
|
|
Fort Walton Beach
|
|
Northwest Florida Daily News
www.nwfdailynes.com
www.destin.com
www.emeraldcoast.com
www.nwfvarsity.com
|
|
Daily
|
|
|
Gainesville
|
|
The Gainesville Sun
www.gainesville.com
www.gatorsports.com
|
|
Daily
|
|
|
Lakeland
|
|
The Ledger
www.theledger.com
|
|
Daily
|
|
|
Leesburg
|
|
Daily Commercial
www.dailycommercial.com
|
|
Daily
|
|
|
Ocala
|
|
Ocala Star Banner
www.ocala.com
|
|
Daily
|
|
|
Panama City
|
|
Panama City News Herald
www.newsherald.com
www.panamacity.com
www.panhandlevarsity.com
|
|
Daily
|
|
|
Sarasota
|
|
Herald-Tribune
www.heraldtribune.com
|
|
Daily
|
|
|
Winter Haven
|
|
News Chief
www.newschief.com
|
|
Daily
|
|
|
Apalachicola
|
|
The Times
www.apalachitimes.com
|
|
Paid Weekly
|
|
|
Bonifay
|
|
Holmes County Times Advertiser
|
|
Paid Weekly
|
|
|
Chipley
|
|
Washington County News
www.chipleypaper.com
|
|
Paid Weekly
|
|
|
Crestview
|
|
Crestview News Bulletin
www.crestviewbulletin.com
|
|
Paid Weekly
|
|
|
Destin
|
|
The Destin Log
www.thedestinlog.com
|
|
Paid Weekly
|
|
|
Milton
|
|
Santa Rosa Press Gazette
www.srpressgazette.com
|
|
Paid Weekly
|
|
|
Port St. Joe
|
|
The Star
www.starfl.com
|
|
Paid Weekly
|
|
|
Clermont
|
|
South Lake Press
www.southlakepress.com
|
|
Free Weekly
|
|
|
Gainesville
|
|
Gainesville Sun
|
|
Free Weekly
|
|
|
Santa Rosa Beach
|
|
The Walton Sun
www.waltonsun.com
|
|
Free Weekly
|
|
|
Daytona Beach
|
|
Daytona Pennysaver
|
|
Shopper
|
|
|
Daytona Beach
|
|
Flagler Pennysaver
|
|
Shopper
|
|
|
Daytona Beach
|
|
New Smyrna Pennysaver
|
|
Shopper
|
|
|
Daytona Beach
|
|
West Voluisa Pennysaver
|
|
Shopper
|
North Carolina
|
|
Asheboro
|
|
The Courier-Tribune
www.courier-tribune.com
|
|
Daily
|
|
|
Burlington
|
|
Times-News
www.thetimesnews.com
|
|
Daily
|
|
|
Fayetteville
|
|
The Fayetteville Observer
www.fayobserver.com |
|
Daily
|
|
|
Gastonia
|
|
The Gaston Gazette
www.gastongazette.com
|
|
Daily
|
|
|
Hendersonville
|
|
Times-News
www.blueridgenow.com
|
|
Daily
|
State
|
|
City
|
|
Masthead
|
|
Circulation Type
|
|
|
Jacksonville
|
|
The Daily News
www.jdnews.com
|
|
Daily
|
|
|
Kinston
|
|
The Free Press
www.kinston.com
|
|
Daily
|
|
|
Lexington
|
|
The Dispatch
www.the-dispatch.com
|
|
Daily
|
|
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New Bern
|
|
Sun Journal
www.newbernsj.com
|
|
Daily
|
|
|
Shelby
|
|
The Star
www.shelbystar.com
|
|
Daily
|
|
|
Wilmington
|
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Star News
www.starnewsonline.com
|
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Daily
|
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Asheville
|
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IWANNA Asheville
|
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Paid Weekly
|
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Greenville
|
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IWANNA Greenville
|
|
Paid Weekly
|
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Havelock
|
|
Havelock News
www.havenews.com
|
|
Paid Weekly
|
|
|
Fayetteville
|
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Camp LeJune Globe
www.camplejuneglobe.com |
|
Free Weekly
|
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|
Fayetteville
|
|
Ft. Bragg Life
|
|
Free Weekly
|
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|
Fayetteville
|
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Ft. Bragg Paraglide
www.paraglideonline.net |
|
Free Weekly
|
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|
Fayetteville
|
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Acento Latino
|
|
Free Weekly
|
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Surf City
|
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Topsail Advertiser
|
|
Free Weekly
|
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Asheboro
|
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CT Marketplace
|
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Shopper
|
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Fayetteville
|
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Sandspur
|
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Shopper
|
|
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Fayetteville
|
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Observer Marketplace
|
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Shopper
|
New Hampshire
|
|
Dover
|
|
Foster’s Daily Democrat
|
|
Daily
|
|
|
Portsmouth
|
|
Portsmouth Herald
www.seacoastonline.com
|
|
Daily
|
|
|
Exeter
|
|
Exeter News-Letter
|
|
Paid Weekly
|
|
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Hampton
|
|
Hampton Union
|
|
Paid Weekly
|
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|
Portsmouth
|
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Seacoast Sunday
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Paid Weekly
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Rochester
|
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Rochester Times
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Paid Weekly
|
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Hampton
|
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Beachcomber
|
|
Free Weekly
|
New York
|
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Middletown
|
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Times Herald-Record
www.recordonline.com
|
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Daily
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|
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Middletown
|
|
The Gazette
www.hudsonvalley.com
|
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Free Weekly
|
|
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Middletown
|
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Pointer View
www.pointerview.com
|
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Free Weekly
|
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Middletown
|
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Extra/TMC
|
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Shopper
|
Pennsylvania
|
|
Honesdale
|
|
The Wayne Independent
www.wayneindependent.com |
|
Daily
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|
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Stroudsburg
|
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Pocono Record
www.poconorecord.com
|
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Daily
|
|
|
Carbondale
|
|
The Villager
www.moscowvillager.com
|
|
Paid Weekly
|
|
|
Carbondale
|
|
Carbondale News
www.thecarbondalenews.com
|
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Paid Weekly
|
|
|
Hawley
|
|
News Eagle
www.neagle.com |
|
Paid Weekly
|
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Stroudsburg
|
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Pike & Monroe Life
|
|
Free Weekly
|
State
|
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City
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Masthead
|
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Circulation Type
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Hawley
|
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The Pike Pennysaver
|
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Shopper
|
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Honesdale
|
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The Independent Extra
|
|
Shopper
|
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Stroudsburg
|
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Plus/TMC
|
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Shopper
|
Maine
|
|
Kennebunk
|
|
York County Coast Star
www.seacoastonline.com
|
|
Paid Weekly
|
|
|
Sanford
|
|
Sanford News
|
|
Paid Weekly
|
|
|
York
|
|
York Weekly
www.seacoastonline.com
|
|
Paid Weekly
|
Tennessee
|
|
Oak Ridge
|
|
The Oak Ridger
www.oakridger.com |
|
Daily
|
|
|
Columbia
|
|
Columbia Daily Herald
www.columbiadailyherald.com
|
|
Daily
|
|
|
Columbia
|
|
The Advertiser News
www.advertisernews.biz
www.brentwoodlife.net
www.franklinlife.net
|
|
Free Weekly
|
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|
Columbia
|
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Value Guide
|
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Shopper
|
Alabama
|
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Gadsden
|
|
The Gadsden Times
www.gadsdentimes.com
|
|
Daily
|
|
|
Tuscaloosa
|
|
The Tuscaloosa News
www.tuscaloosanews.com
www.tidesports.com
|
|
Daily
|
Connecticut
|
|
Norwich
|
|
The Bulletin
www.norwichbulletin.com
|
|
Daily
|
|
|
Norwich
|
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Bulletin Deals
|
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Shopper
|
Rhode Island
|
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Providence
|
|
The Providence Journal
www.providencejournal.com
|
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Daily
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Providence
|
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Providence Journal Express
|
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Shopper
|
South Carolina
|
|
Spartanburg
|
|
Herald-Journal
www.goupstate.com
|
|
Daily
|
Virginia
|
|
Petersburg
|
|
The Progress-Index
www.progress-index.com |
|
Daily
|
Delaware
|
|
Dover
|
|
Smyrna/Clayton Sun Times
www.scsuntimes.com |
|
Paid Weekly
|
|
|
Dover
|
|
The Middletown Transcript
www.middletowntranscript.com |
|
Paid Weekly
|
|
|
Dover
|
|
Community Publication
www.communitypub.com |
|
Free Weekly
|
|
|
Dover
|
|
Dover Post
www.doverpost.com www.delmarvaexpress.com |
|
Free Weekly
|
|
|
Dover
|
|
Milford Beacon
www.milfordbeacon.com |
|
Free Weekly
|
|
|
Dover
|
|
The Sussex Countian
www.sussexcountian.com |
|
Free Weekly
|
|
State
|
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City
|
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Masthead
|
|
Circulation Type
|
Illinois
|
|
Canton
|
|
Daily Ledger
www.cantondailyledger.com
|
|
Daily
|
|
|
Carmi
|
|
The Carmi Times
www.carmitimes.com
|
|
Daily
|
|
|
Freeport
|
|
The Journal Standard
www.journalstandard.com
|
|
Daily
|
|
|
Galesburg
|
|
The Register-Mail
www.galesburg.com
|
|
Daily
|
|
|
Kewanee
|
|
Star-Courier
www.starcourier.com
|
|
Daily
|
|
|
Lincoln
|
|
The Courier
www.lincolncourier.com
|
|
Daily
|
|
|
Macomb
|
|
McDonough County Voice
www.mcdonoughvoice.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
www.rockfordparent.com
|
|
Daily
|
|
|
Springfield
|
|
The State Journal-Register
www.sj-r.com
|
|
Daily
|
|
|
Abingdon
|
|
Abingdon Argus-Sentinel
www.eaglepublications.com
|
|
Paid Weekly
|
|
|
Aledo
|
|
The Times Record
www.aledotimesrecord.com
|
|
Paid Weekly
|
|
|
Augusta
|
|
Augusta Eagle-Scribe
www.eaglepublicatons.com
|
|
Paid Weekly
|
|
|
Cambridge
|
|
Cambridge Chronicle
www.cambridgechron.com
|
|
Paid Weekly
|
|
|
Carmi
|
|
The Weekly Times
|
|
Paid Weekly
|
|
|
Fairbury
|
|
The Blade
|
|
Paid Weekly
|
|
|
Flora
|
|
Advocate Press
www.advocatepress.com
|
|
Paid Weekly
|
|
|
Galva
|
|
Galva News
www.galvanews.com
|
|
Paid Weekly
|
|
|
Geneseo
|
|
The Geneseo Republic
www.geneseorepublic.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
|
State
|
|
City
|
|
Masthead
|
|
Circulation Type
|
|
|
Roseville
|
|
Roseville Independent
www.eaglepublications.com
|
|
Paid Weekly
|
|
|
Teutopolis
|
|
Teutopolis Press
www.teutopolispress.com
|
|
Paid Weekly
|
|
|
West Frankfort
|
|
SI Trader
www.sitraders.com
|
|
Paid Weekly
|
|
|
Chillicothe
|
|
Chillicothe Times Bulletin
www.chillicothetimesbulletin.com
|
|
Free Weekly
|
|
|
East Peoria
|
|
East Peoria Times-Courier
www.eastpeoriatimescourier.com
|
|
Free Weekly
|
|
|
Galesburg
|
|
Knox County Neighbors
www.galesburg.com
|
|
Free Weekly
|
|
|
Metamora
|
|
Woodford Times
www.woodfordtimes.com
|
|
Free Weekly
|
|
|
Morton
|
|
Morton Times News
www.mortontimesnews.com
|
|
Free Weekly
|
|
|
Washington
|
|
Washington Times Reporter
www.washingtontimesreporter.com
|
|
Free Weekly
|
|
|
Aledo
|
|
Town Crier Advertiser
|
|
Shopper
|
|
|
Canton
|
|
Fulton County Shopper
|
|
Shopper
|
|
|
Flora
|
|
CCAP Special
|
|
Shopper
|
|
|
Freeport
|
|
The Scene
|
|
Shopper
|
|
|
Geneseo
|
|
Henry County Advertizer/Shopper
|
|
Shopper
|
|
|
Lincoln
|
|
Logan County Shopper
|
|
Shopper
|
|
|
Macomb
|
|
McDonough County Choice
|
|
Shopper
|
|
|
Monmouth
|
|
Pennysaver
|
|
Shopper
|
|
|
Olney
|
|
Richland County Shopper
|
|
Shopper
|
|
|
Olney
|
|
Jasper County News Eagle
|
|
Shopper
|
|
|
Peoria
|
|
The Marketplace
|
|
Shopper
|
|
|
Peoria
|
|
Pekin Extra
|
|
Shopper
|
|
|
Pontiac
|
|
Livingston Shopping News
|
|
Shopper
|
|
|
Rockford
|
|
The Weekly
|
|
Shopper
|
|
|
Springfield
|
|
Springfield Advertiser
|
|
Shopper
|
|
|
Springfield
|
|
Springfield Shopper
|
|
Shopper
|
Ohio
|
|
Canton
|
|
The Repository
www.cantonrep.com
|
|
Daily
|
|
|
Columbus
|
|
The Columbus Dispatch
www.dispatch.com
|
|
Daily
|
|
|
Dover/New Philadelphia
|
|
The Times-Reporter
www.timesreporter.com
|
|
Daily
|
|
|
Massillon
|
|
The Independent
www.indeonline.com
|
|
Daily
|
|
|
Bexley
|
|
This Week Bexley
www.thisweeknews.com/bexley
|
|
Free Weekly
|
|
|
Clintonville
|
|
This Week Clintonville (Booster)
www.thisweeknews.com/clintonville
|
|
Free Weekly
|
|
|
Columbus
|
|
The Bag
|
|
Free Weekly
|
|
|
Columbus
|
|
Alive
|
|
Free Weekly
|
|
|
Columbus
|
|
This Week Southside Shopper
|
|
Free Weekly
|
|
|
Columbus
|
|
This Week Westside
www.thisweeknews.com/west-side
|
|
Free Weekly
|
State
|
|
City
|
|
Masthead
|
|
Circulation Type
|
|
|
Delaware
|
|
This Week Delaware
www.thisweeknews.com/delaware
|
|
Free Weekly
|
|
|
Dublin
|
|
This Week Dublin
www.thisweeknews.com/dublin
|
|
Free Weekly
|
|
|
German Village
|
|
This Week German Village
www.thisweeknews.com/german-village
|
|
Free Weekly
|
|
|
Grandview
|
|
This Week Grandview
www.thisweeknews.com/grandview
|
|
Free Weekly
|
|
|
Green
|
|
The Suburbanite
www.thesuburbanite.com
|
|
Free Weekly
|
|
|
Grove City
|
|
This Week Grove City
www.thisweeknews.com/grove-city
|
|
Free Weekly
|
|
|
Hilliard
|
|
This Week Hilliard
www.thisweeknews.com/hilliard
|
|
Free Weekly
|
|
|
Johnstown
|
|
This Week Johnstown
www.thisweeknews.com/johnstown
|
|
Free Weekly
|
|
|
Marysville
|
|
This Week Marysville
www.thisweeknews.com/marysville
|
|
Free Weekly
|
|
|
New Albany
|
|
This Week New Albany
www.thisweeknews.com/new-albany
|
|
Free Weekly
|
|
|
Northland
|
|
This Week Northland
www.thisweeknews.com/northland
|
|
Free Weekly
|
|
|
Northwest
|
|
This Week Northwest
www.thisweeknews.com/northwest
|
|
Free Weekly
|
|
|
Olentangy
|
|
This Week Olentangy
www.thisweeknews.com/olentangy
|
|
Free Weekly
|
|
|
Pickerington
|
|
This Week Pickerington
www.thisweeknews.com/pickerington
|
|
Free Weekly
|
|
|
Reynoldsburg
|
|
This Week Reynoldsburg
www.thisweeknews.com/reynoldsburg
|
|
Free Weekly
|
|
|
Rocky Fork
|
|
This Week Rocky Fork
www.thisweeknews.com/gahanna
|
|
Free Weekly
|
|
|
Upper Arlington
|
|
This Week Upper Arlington
www.thisweeknews.com/upper-arlington
|
|
Free Weekly
|
|
|
West Licking
|
|
This Week Licking County
www.thisweeknews.com/licking-county
|
|
Free Weekly
|
|
|
Westerville
|
|
This Week Westerville
www.thisweeknews.com/westerville
|
|
Free Weekly
|
|
|
Whitehall
|
|
This Week Whitehall
www.thisweeknews.com/whitehall
|
|
Free Weekly
|
|
|
Winchester
|
|
This Week Canal Winchester
www.thisweeknews.com/canal-winchester
|
|
Free Weekly
|
|
|
Worthington
|
|
This Week Worthington
www.thisweeknews.com/worthington
|
|
Free Weekly
|
|
|
Canton
|
|
The Wrap
|
|
Shopper
|
|
|
Dover/New Philadelphia
|
|
TMC-ExTra
|
|
Shopper
|
New York
|
|
Canandaigua
|
|
Daily Messenger
www.mpnnow.com
www.mpnnow.com/commercialprinting
|
|
Daily
|
|
|
Corning
|
|
The Leader
www.the-leader.com
|
|
Daily
|
|
|
Herkimer
|
|
Times Telegram
www.timestelegram.com
|
|
Daily
|
|
|
Hornell
|
|
Evening Tribune
www.eveningtribune.com
|
|
Daily
|
State
|
|
City
|
|
Masthead
|
|
Circulation Type
|
|
|
Utica
|
|
Utica Observer-Dispatch
www.uticaod.com
|
|
Daily
|
|
|
Wellsville
|
|
Wellsville Daily Reporter
www.wellsvilledaily.com
|
|
Daily
|
|
|
Dansville
|
|
Genesee Country Express
www.dansvilleonline.com
|
|
Paid Weekly
|
|
|
Hamilton
|
|
Mid-York Weekly
|
|
Paid Weekly
|
|
|
Newark/Palmyra
|
|
Wayne Post
www.waynepost.com
|
|
Paid Weekly
|
|
|
Penn Yan
|
|
The Chronicle-Express
www.chronicle-express.com
|
|
Paid Weekly
|
|
|
Bath
|
|
Steuben Courier-Advocate
www.steubencourier.com
|
|
Free Weekly
|
|
|
Brighton/Pittsford
|
|
Brighton-Pittsford Post
www.brightonpittsfordpost.com
|
|
Free Weekly
|
|
|
Canandaigua
|
|
Canandaigua Community Post
|
|
Free Weekly
|
|
|
Fairport
|
|
Fairport-ER Post
www.fairport-erpost.com
|
|
Free Weekly
|
|
|
Gates/Chili
|
|
Gates-Chili Post
www.gateschilipost.com
|
|
Free Weekly
|
|
|
Greece
|
|
Greece Post
www.greecepost.com
|
|
Free Weekly
|
|
|
Henrietta
|
|
Henrietta Post
www.henriettapost.com
|
|
Free Weekly
|
|
|
Irondequoit
|
|
Irondequoit Post
www.irondequoitpost.com
|
|
Free Weekly
|
|
|
Penfield
|
|
Penfield Post
www.penfieldpost.com
|
|
Free Weekly
|
|
|
Utica
|
|
The Pennysaver
|
|
Free Weekly
|
|
|
Victor
|
|
Victor Post
www.victorpost.com
|
|
Free Weekly
|
|
|
Webster
|
|
Webster Post
www.websterpost.com
|
|
Free Weekly
|
|
|
Corning
|
|
Corning Pennysaver
|
|
Shopper
|
|
|
Herkimer
|
|
Your Valley
|
|
Shopper
|
|
|
Hornell
|
|
Pennysaver Plus
|
|
Shopper
|
|
|
Horseheads
|
|
The Shopper
|
|
Shopper
|
|
|
Lyons
|
|
Lyons Shopping Guide
|
|
Shopper
|
|
|
Newark
|
|
Newark Pennysaver
|
|
Shopper
|
|
|
Penn Yan
|
|
Chronicle Ad-Visor
|
|
Shopper
|
|
|
Sodus
|
|
Sodus Pennysaver
|
|
Shopper
|
|
|
Wayne County
|
|
Timesaver
|
|
Shopper
|
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
|
State
|
|
City
|
|
Masthead
|
|
Circulation Type
|
|
|
Holland
|
|
The Holland Sentinel
www.hollandsentinel.com
www.myzeeland.com
|
|
Daily
|
|
|
Ionia
|
|
Sentinel-Standard
www.sentinel-standard.com
|
|
Daily
|
|
|
Monroe
|
|
The Monroe News
www.monroenews.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
|
|
|
Monroe
|
|
Bedford News
www.bedfordnow.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
|
|
|
Monroe
|
|
Cover Story
|
|
Shopper
|
|
|
Sault Ste Marie
|
|
Tri County Buyers Guide
|
|
Shopper
|
|
|
Sturgis
|
|
Sturgis Gateway Shopper
|
|
Shopper
|
Pennsylvania
|
|
Erie
|
|
Erie Times News
www.goerie.com
|
|
Daily
|
|
|
Waynesboro
|
|
The Record Herald
www.therecordherald.com
|
|
Daily
|
|
|
Greencastle
|
|
The Echo Pilot
www.echo-pilot.com
|
|
Paid Weekly
|
|
|
Erie
|
|
Community Voice
|
|
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
|
|
Today’s Shopper
|
|
Shopper
|
|
|
Ravenswood
|
|
Star Herald Weekender
www.jacksonnewspapers.com
|
|
Shopper
|
|
State
|
|
City
|
|
Masthead
|
|
Circulation Type
|
Missouri
|
|
Camdenton
|
|
Lake Sun Leader
www.lakenewsonline.com
|
|
Daily
|
|
|
Chillicothe
|
|
Constitution Tribune
www.chillicothenews.com
|
|
Daily
|
|
|
Columbia
|
|
Columbia Daily Tribune
www.columbiatribune.com www.themovecolumbia.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
|
|
|
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
|
|
|
Carthage
|
|
The Carthage Press
www.carthagepress.com
|
|
Paid Weekly
|
|
|
Boonville
|
|
Weekly
|
|
Free Weekly
|
|
|
Camdenton
|
|
West Side Star
www.lakenewsonline.com
|
|
Free Weekly
|
|
|
Carthage
|
|
The Carthage Press Wednesday TMC
|
|
Free Weekly
|
|
|
Hannibal
|
|
Salt River Journal
|
|
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 Extra
|
|
Free Weekly
|
|
|
Aurora
|
|
Big AA Shopper
|
|
Shopper
|
|
|
Brookfield
|
|
Sho-Me Shopper
|
|
Shopper
|
|
|
Camdenton
|
|
Lake Sun Extra
|
|
Shopper
|
|
|
Chillicothe
|
|
Chillicothe C-T Shopper
|
|
Shopper
|
|
|
Joplin
|
|
Big Nickel
|
|
Shopper
|
|
|
Kirksville
|
|
Nemo Trader
|
|
Shopper
|
|
|
Kirksville
|
|
Kirksville Crier
|
|
Shopper
|
State
|
|
City
|
|
Masthead
|
|
Circulation Type
|
|
|
Moberly
|
|
The Shopper
|
|
Shopper
|
|
|
Osage Beach
|
|
Lake of the Ozarks Boats
|
|
Shopper
|
|
|
Waynesville
|
|
Daily Guide Extra
|
|
Shopper
|
Arkansas
|
|
Fort Smith
|
|
Ft. Smith Southwest Times Record
www.swtimes.com
|
|
Daily
|
|
|
Pine Bluff
|
|
Pine Bluff Commercial
www.pbcommercial.com
|
|
Daily
|
|
|
Stuttgart
|
|
Stuttgart Daily Leader
www.stuttgartdailyleader.com
|
|
Daily
|
|
|
Arkadelphia
|
|
Daily Siftings Herald
www.siftingsherald.com |
|
Paid Weekly
|
|
|
Booneville
|
|
Booneville Democrat
www.boonevilledemocrat.com
|
|
Paid Weekly
|
|
|
Cabot
|
|
Cabot Star-Herald
www.lonokenews.net/cabot-star-herald
|
|
Paid Weekly
|
|
|
Carlisle
|
|
Carlisle Independent
www.lonokenews.net/carlisle-independent |
|
Paid Weekly
|
|
|
Charleston
|
|
Charleston Express
www.charlestonexpress.com
|
|
Paid Weekly
|
|
|
Clinton
|
|
Van Buren County Democrat
www.vanburencountydem.com |
|
Paid Weekly
|
|
|
Greenwood
|
|
Greenwood Democrat
www.greenwooddemocrat.com
|
|
Paid Weekly
|
|
|
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
|
|
Hope Star
www.hopestar.com |
|
Paid Weekly
|
|
|
Hope
|
|
Nevada County Picayune
www.picayune-times.com
|
|
Paid Weekly
|
|
|
Hot Springs
|
|
Hot Springs Village Voice
www.hsvoice.com |
|
Paid Weekly
|
|
|
Jacksonville
|
|
Jacksonville Patriot
www.pulaskinews.net/jacksonville-patriot
|
|
Paid Weekly
|
|
|
Lonoke
|
|
Lonoke Democrat
www.lonokenews.net/lonoke-democrat
|
|
Paid Weekly
|
|
|
Maurnelle
|
|
Maurnelle Monitor
www.pulaskinews.net/maurnelle-monitor
|
|
Paid Weekly
|
|
|
Newport
|
|
Newport Independent
www.newportindependent.com
|
|
Paid Weekly
|
|
|
North Little Rock
|
|
North Little Rock Times
www.pulaskinews.net/north-little-rock-times
|
|
Paid Weekly
|
|
|
Paris
|
|
Paris Express
www.paris-express.com
|
|
Paid Weekly
|
|
|
Sherwood
|
|
Sherwood Voice
www.pulaskinews.net/sherwood-voice |
|
Paid Weekly
|
|
|
Van Buren
|
|
Press Argus Courier
www.pressargus.com
|
|
Paid Weekly
|
|
|
Van Buren
|
|
Alma Journal
|
|
Paid Weekly
|
|
|
White Hall
|
|
The White Hall Journal
www.whitehalljournal.com
|
|
Paid Weekly
|
State
|
|
City
|
|
Masthead
|
|
Circulation Type
|
|
|
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
|
|
|
Fort Smith
|
|
River Valley Advertiser
|
|
Shopper
|
Texas
|
|
Brownwood
|
|
Brownwood Bulletin
www.brownwoodtx.com
|
|
Daily
|
|
|
Sherman
|
|
Herald Democrat
www.heralddemocrat.com
|
|
Daily
|
|
|
Stephenville
|
|
Stephenville Empire-Tribune
www.yourstephenvilletx.com
|
|
Daily
|
|
|
Waxahachie
|
|
Waxahachie Daily Light
www.waxahachietx.com
|
|
Daily
|
|
|
Alice
|
|
Alice Echo-News Journal
www.alicetx.com
|
|
Paid Weekly
|
|
|
Ballinger
|
|
Ballinger Ledger
|
|
Paid Weekly
|
|
|
Glen Rose
|
|
Glen Rose Reporter
www.yourglenrosetx.com
|
|
Paid Weekly
|
|
|
Midlothian
|
|
Midlothian Mirror
www.midlothianmirror.com
|
|
Paid Weekly
|
|
|
Robstown
|
|
Neuces County Record Star
www.recordstar.com
|
|
Paid Weekly
|
|
|
Van Alstyne
|
|
Van Alstyne Leader
www.vanalsyneleader.com
|
|
Paid Weekly
|
|
|
Winters
|
|
Winters Enterprise
|
|
Paid Weekly
|
|
|
Anna
|
|
Anna-Melissa Tribune
www.amtrib.com
|
|
Free Weekly
|
|
|
Prosper
|
|
Prosper Press
www.prosperpressnews.com
|
|
Free Weekly
|
|
|
Alice
|
|
Alice Review
|
|
Shopper
|
|
|
Brownsville
|
|
Valley Bargain Book-South
www.valleybargainbook.com
|
|
Shopper
|
|
|
Brownwood
|
|
Heartland Trading Post
|
|
Shopper
|
|
|
Bryan
|
|
Bryan County Shopper
|
|
Shopper
|
|
|
Cooke County
|
|
Cooke County Shopper
|
|
Shopper
|
|
|
Corpus Christi
|
|
Ad Sack
www.adsack.com
|
|
Shopper
|
|
|
Harlingen
|
|
Valley Bargain Book-North
www.valleybargainbook.com
|
|
Shopper
|
|
|
Laredo
|
|
Laredo Bargain Book
www.laredobargainbook.com
|
|
Shopper
|
|
|
Marshall/Johnston
|
|
Marshall/Johnston County Shopper
|
|
Shopper
|
|
|
McAllen
|
|
Valley Town Crier
www.yourvalleyvoice.com
|
|
Shopper
|
|
|
McAllen
|
|
Edinburg Review
|
|
Shopper
|
|
|
Sherman
|
|
Grayson County Shopper
www.heralddemocrat.com/herald-democrat-shopper
|
|
Shopper
|
State
|
|
City
|
|
Masthead
|
|
Circulation Type
|
|
|
Stephenville
|
|
Cross Timbers Trading Post
|
|
Shopper
|
|
|
Waxahachie
|
|
Ellis County Trading Post
|
|
Shopper
|
California
|
|
Barstow
|
|
Desert Dispatch
www.desertdispatch.com
|
|
Daily
|
|
|
Ridgecrest
|
|
The Daily Independent
www.ridgecrestca.com
www.rocketeer2.com
|
|
Daily
|
|
|
Stockton
|
|
The Stockton Record
www.recordnet.com
|
|
Daily
|
|
|
Victorville
|
|
Victorville Daily Press
www.vvdailypress.com
|
|
Daily
|
|
|
Yreka
|
|
Siskiyou Daily News
www.siskiyoudaily.com
|
|
Daily
|
|
|
Gridley
|
|
Gridley Herald
www.gridleyherald.com
|
|
Paid Weekly
|
|
|
Lucerne Valley
|
|
Lucerne Valley Leader
www.lucernevalleyleader.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
|
|
|
Hesperia
|
|
Hesperia Star
www.hesperiastar.com
|
|
Free Weekly
|
|
|
Stockton
|
|
VIDA
|
|
Free Weekly
|
|
|
Victorville
|
|
El Mojave
www.elmojave.com
|
|
Free Weekly
|
|
|
Apple Valley
|
|
Apple Valley Review
www.applevalley-review.com
|
|
Shopper
|
|
|
Barstow
|
|
Barstow Plus
|
|
Shopper
|
|
|
Gridley
|
|
Gidley Shopping News
www.gridleyherald.com
|
|
Shopper
|
|
|
Mt Shasta
|
|
Super Saver Advertiser
|
|
Shopper
|
|
|
Ridgecrest
|
|
Super Tuesday
|
|
Shopper
|
|
|
Stockton
|
|
Sunday Select
|
|
Shopper
|
|
|
Stockton
|
|
The Valley Marketplace/TMC
www.esanjoaquin.com
|
|
Shopper
|
|
|
Victorville
|
|
Review
|
|
Shopper
|
Kansas
|
|
Dodge City
|
|
Dodge City Daily Globe
www.dodgeglobe.com
|
|
Daily
|
|
|
Garden City
|
|
Garden City Telegram
www.gctelegram.com |
|
Daily
|
|
|
Hays
|
|
The Hays Daily News
www.hdnews.net |
|
Daily
|
|
|
Hutchison
|
|
The Hutchison News
www.hutchnews.com |
|
Daily
|
|
|
Leavenworth
|
|
The Leavenworth Times
www.leavenworthtimes.com
|
|
Daily
|
|
|
McPherson
|
|
McPherson Sentinel
www.mcphersonsentinel.com
|
|
Daily
|
State
|
|
City
|
|
Masthead
|
|
Circulation Type
|
|
|
Newton
|
|
The Newton Kansan
www.thekansan.com
|
|
Daily
|
|
|
Pittsburg
|
|
The Morning Sun
www.morningsun.net
|
|
Daily
|
|
|
Salina
|
|
Salina Journal
www.salina.com |
|
Daily
|
|
|
Baxter Springs
|
|
Cherokee County News-Advocate
www.sekvoice.com
|
|
Paid Weekly
|
|
|
El Dorado
|
|
The Butler County Times-Gazette
www.butlercountytimesgazette.com
|
|
Paid Weekly
|
|
|
Greensburg
|
|
Kiowa County Signal
www.kiowacountysignal.com
|
|
Paid Weekly
|
|
|
Ottawa
|
|
Ottawa Herald
|
|
Paid Weekly
|
|
|
Pratt
|
|
The Pratt Tribune
www.pratttribune.com
|
|
Paid Weekly
|
|
|
St John
|
|
St John News
www.sjnewsonline.com
|
|
Paid Weekly
|
|
|
Wellington
|
|
Wellington Daily News
www.wellingtondailynews.com
|
|
Paid Weekly
|
|
|
Dodge City
|
|
La Estrella
|
|
Free Weekly
|
|
|
Garden City
|
|
La Semana
|
|
Free Weekly
|
|
|
Leavenworth
|
|
The Fort Leavenworth Lamp
www.ftleavenworthlamp.com
|
|
Free Weekly
|
|
|
Dodge City
|
|
Shoppers Weekly
|
|
Shopper
|
|
|
El Dorado
|
|
Shoppers Guide
|
|
Shopper
|
|
|
Garden City
|
|
Bargain Plus
|
|
Shopper
|
|
|
Hiawatha
|
|
Penny Press 4
|
|
Shopper
|
|
|
Huthchison
|
|
The Bee
|
|
Shopper
|
|
|
Leavenworth
|
|
Chronicle Shopper
|
|
Shopper
|
|
|
McPherson/Newton
|
|
South Central Kansas Shoppers Guide
|
|
Shopper
|
|
|
Ottawa
|
|
Ottawa Times-Shopper
|
|
Shopper
|
|
|
Pittsburg
|
|
The Sunland Shopper
|
|
Shopper
|
|
|
Pratt
|
|
Sunflower Shopper
|
|
Shopper
|
|
|
Salina
|
|
Salina Buyers Guide
|
|
Shopper
|
Iowa
|
|
Ames
|
|
Ames Tribune
www.amestrib.com
|
|
Daily
|
|
|
Boone
|
|
Boone News Republican
www.newsrepublican.com
|
|
Daily
|
|
|
Burlington
|
|
The Hawk Eye
www.thehawkeye.com |
|
Daily
|
|
|
Adel
|
|
Dallas County News
www.adelnews.com
|
|
Paid Weekly
|
|
|
Hamburg
|
|
Hamburg Reporter
www.hamburgreporter.com
|
|
Paid Weekly
|
|
|
Nevada
|
|
Nevada Journal
|
|
Paid Weekly
|
|
|
Nevada
|
|
Tri-County Times
www.tricountytimes.com
|
|
Paid Weekly
|
|
|
Perry
|
|
The Perry Chief
www.theperrychief.com
|
|
Paid Weekly
|
|
|
Story City
|
|
Story City Herald
www.storycityherald.com
|
|
Paid Weekly
|
|
|
Adel
|
|
Dallas County Today
|
|
Shopper
|
State
|
|
City
|
|
Masthead
|
|
Circulation Type
|
|
|
Ames
|
|
Ames Sun/Story County Advertiser
|
|
Shopper
|
|
|
Boone
|
|
Boone Shopping News
|
|
Shopper
|
|
|
Burlington
|
|
Live Local
|
|
Shopper
|
|
|
Perry
|
|
Chiefland Shopper
|
|
Shopper
|
Louisiana
|
|
Bastrop
|
|
The Bastrop Daily Enterprise
www.bastropenterprise.com
|
|
Daily
|
|
|
Houma
|
|
The Courier
www.houmatoday.com
|
|
Daily
|
|
|
Thibodaux
|
|
Daily Comet
www.dailycomet.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
|
|
|
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
|
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
|
|
|
Crookston
|
|
Crookston Valley Shopper
|
|
Shopper
|
|
|
Montevideo
|
|
The Star Advisor
www.montenews.com
|
|
Shopper
|
|
|
Sleepy Eye
|
|
Brown County Reminder
|
|
Shopper
|
|
|
St James
|
|
Town and Country Shopper
|
|
Shopper
|
Oklahoma
|
|
Ardmore
|
|
The Daily Ardmoreite
www.ardmoreite.com
|
|
Daily
|
|
|
Bartlesville
|
|
Examiner Enterprise
www.examiner-enterprise.com
|
|
Daily
|
|
|
Miami
|
|
Miami News-Record
www.miamiok.com
|
|
Daily
|
State
|
|
City
|
|
Masthead
|
|
Circulation Type
|
|
|
Shawnee
|
|
The Shawnee News-Star
www.news-star.com
|
|
Daily
|
|
|
Grove
|
|
Grove Sun
www.grandlakenews.com
|
|
Paid Weekly
|
|
|
Jay
|
|
Delaware County Journal
www.grandlakenews.com
|
|
Paid Weekly
|
|
|
Pawhuska
|
|
Pawhuska Journal-Capital
www.pawhuskajournalcapital.com
|
|
Paid Weekly
|
|
|
Ardmore
|
|
Entertainment Spotlight
|
|
Shopper
|
|
|
Bartlesville
|
|
Hometown Shopper
|
|
Shopper
|
|
|
Miami
|
|
Northeast Oklahoma Trading Post
|
|
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 Animas
|
|
Bent County Democrat
www.bcdemocratonline.com
|
|
Paid Weekly
|
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
|
Oregon
|
|
Medford
|
|
Ashland Daily Tidings
www.dailytidings.com
|
|
Daily
|
|
|
Medford
|
|
Mail Tribune
www.mailtribune.com
|
|
Daily
|
|
|
Medford
|
|
Nickel
www.medfordnickel.com
|
|
Shopper
|
North Dakota
|
|
Devils Lake
|
|
Devils Lake Daily Journal
www.devilslakejournal.com
|
|
Daily
|
|
|
Devils Lake
|
|
The Country Peddler
|
|
Shopper
|
Tennessee
|
|
Oak Ridge
|
|
The Oak Ridger
www.oakridger.com
|
|
Daily
|
|
State
|
|
City
|
|
Masthead
|
|
Frequency
|
Massachusetts
|
|
Boston
|
|
Massachusetts Lawyers Weekly
|
|
Paid Weekly
|
|
|
Boston
|
|
New England In House
|
|
Free Quarterly
|
|
|
Boston
|
|
MA Advance Sheets
|
|
Paid Monthly
|
|
|
Boston
|
|
MA Rules Service
|
|
Paid Weekly
|
|
|
Boston
|
|
Real Estate Bar Association News
|
|
Five times per year
|
|
|
Boston
|
|
Massachusetts Association of Trial Attorneys
|
|
Three times per year
|
|
|
Boston
|
|
Client Newsletters
|
|
Quarterly
|
|
|
Boston
|
|
Rhode Island Lawyers Weekly
|
|
Paid Weekly
|
Missouri
|
|
St. Louis
|
|
St. Louis Daily Record
|
|
Daily
|
|
|
St. Louis
|
|
The St. Louis Countian
|
|
Daily
|
|
|
St. Louis
|
|
The Jefferson Countian
|
|
Paid Weekly
|
|
|
St. Louis
|
|
The Daily Record Kansas City
|
|
Daily
|
|
|
St. Louis
|
|
St. Charles County Business Record
|
|
Daily
|
|
|
St. Louis
|
|
Missouri Lawyers Weekly
|
|
Paid Weekly
|
|
|
St. Louis
|
|
Missouri Medical Law Report
|
|
Quarterly
|
New York
|
|
Rochester
|
|
The Daily Record
|
|
Daily
|
|
|
Rochester
|
|
Foreclosures at a Glance
|
|
Paid Weekly
|
|
|
Rochester
|
|
Court Calendar
|
|
Paid Weeky
|
|
|
Rochester
|
|
Rochester Business Journal
|
|
Paid Weekly
|
|
|
Ronkonkoma
|
|
Long Island Business News
|
|
Paid Weeky
|
|
|
Ronkonkoma
|
|
Who’s Who
|
|
Seven times per year
|
|
|
Ronkonkoma
|
|
Nassau Bar
|
|
Monthly
|
Oklahoma
|
|
Oklahoma City
|
|
The Journal Record
|
|
Daily
|
|
|
Oklahoma City
|
|
Journal Record Legislative Report
|
|
Paid Online
|
|
|
Oklahoma City
|
|
Alert Paging Service
|
|
Paid Online
|
|
|
Oklahoma City
|
|
Tinker Take Off
|
|
Free Weekly
|
|
|
Oklahoma City
|
|
Tinker Living
|
|
Monthly
|
|
|
Oklahoma City
|
|
Square Feet
|
|
Quarterly
|
|
|
Oklahoma City
|
|
Briefcase
|
|
Monthly
|
North Carolina
|
|
Charlotte
|
|
The Mecklenburg Times
|
|
Paid Weekly
|
|
|
Charlotte
|
|
North Carolina Lawyers Weekly
|
|
Paid Weekly
|
|
|
Charlotte
|
|
Liberty Mutual Insert
|
|
Two times per year
|
|
|
Charlotte
|
|
South Carolina Lawyers Weekly
|
|
Paid Weekly
|
|
|
Charlotte
|
|
Carolina Paralegal News
|
|
Bi-Monthly
|
|
|
Charlotte
|
|
E-Advantage Foreclosure Database
|
|
Daily
|
Arizona
|
|
Phoenix
|
|
Arizona Capitol Times
|
|
Paid Weekly
|
|
|
Phoenix
|
|
Yellow Sheet Report
|
|
Daily
|
|
|
Phoenix
|
|
Legislation On Line Arizona
|
|
Paid Online
|
|
|
Phoenix
|
|
Legislative Report
|
|
Daily
|
|
|
Phoenix
|
|
Green Book
|
|
Annual
|
|
|
Phoenix
|
|
AZ Edge
|
|
Five times per year
|
Minnesota
|
|
Minneapolis
|
|
Finance & Commerce
|
|
Daily
|
State
|
|
City
|
|
Masthead
|
|
Frequency
|
|
|
Minneapolis
|
|
Minnesota Lawyer
|
|
Paid Weekly
|
|
|
Minneapolis
|
|
Politics in Minnesota Capitol Report
|
|
Paid Weekly
|
|
|
Minneapolis
|
|
Twin City Tenant
|
|
Semi-Annual
|
Wisconsin
|
|
Milwaukee
|
|
Daily Reporter
|
|
Daily
|
|
|
Milwaukee
|
|
Job Trac
|
|
Paid Database
|
|
|
Milwaukee
|
|
Sheriff Sales
|
|
Paid Weekly
|
|
|
Milwaukee
|
|
Wisconsin Law Journal
|
|
Paid Weekly
|
Louisiana
|
|
Metairie
|
|
Daily Journal of Commerce
|
|
Paid Weeky
|
|
|
Metairie
|
|
New Orleans City Business
|
|
Paid Weekly
|
|
|
Metairie
|
|
Path to Excellence
|
|
Quarterly
|
Maryland
|
|
Baltimore
|
|
The Daily Record
|
|
Daily
|
|
|
Baltimore
|
|
Path to Excellence
|
|
Eight times per year
|
|
|
Baltimore
|
|
MD Family Law
|
|
Monthly
|
Oregon
|
|
Portland
|
|
Daily Journal of Commerce
|
|
Paid Weekly
|
|
|
Portland
|
|
Project Center
|
|
Paid Database
|
|
|
Portland
|
|
NAMC
|
|
Quarterly
|
Pennsylvania
|
|
Lehigh Valley
|
|
Lehjgh Valley Business
|
|
Paid Weekly
|
|
|
South Central PA
|
|
Central Penn Business Journal
|
|
Paid Weekly
|
|
|
South Central PA
|
|
Central Penn Parent
|
|
Monthly
|
Idaho
|
|
Boise
|
|
Idaho Business News
|
|
Paid Weekly
|
|
|
Boise
|
|
Square Feet
|
|
Quarterly
|
Virginia
|
|
Richmond
|
|
Virginia Lawyers Weekly
|
|
Paid Weekly
|
|
|
Richmond
|
|
Virginia Med Law Report
|
|
Bi-Monthly
|
Michigan
|
|
Detroit
|
|
Michigan Lawyers Weekly
|
|
Paid Weekly
|
New Jersey
|
|
New Jersey
|
|
NJBIZ
|
|
Paid Weekly
|
USA
|
|
National
|
|
Pet Age
|
|
Monthly
|
•
|
require us to dedicate a portion of cash flow from operations to the payment of principal and interest on indebtedness, including indebtedness we may incur in the future, thereby reducing the funds available for other purposes, including dividends or other distributions;
|
•
|
subject us to increased sensitivity to increases in prevailing interest rates;
|
•
|
place us at a competitive disadvantage to competitors with relatively less debt in economic downturns, adverse industry conditions or catastrophic external events; or
|
•
|
reduce our flexibility in planning for or responding to changing business, industry and economic conditions.
|
•
|
incur or guarantee additional debt;
|
•
|
make certain investments, loans or acquisitions;
|
•
|
transfer or sell assets;
|
•
|
make distributions on capital stock or redeem or repurchase capital stock;
|
•
|
create or incur liens;
|
•
|
enter into transactions with affiliates;
|
•
|
consolidate, merge or sell all or substantially all of our assets; and
|
•
|
create restrictions on the payment of dividends or other amounts to us from our restricted subsidiaries.
|
•
|
uncoordinated market functions;
|
•
|
unanticipated issues in integrating the operations and personnel of the acquired businesses;
|
•
|
the incurrence of indebtedness and the assumption of liabilities;
|
•
|
the incurrence of significant additional capital expenditures, transaction and operating expenses and non-recurring acquisition-related charges;
|
•
|
unanticipated adverse impact on our earnings from the amortization or write-off of acquired goodwill and other intangible assets;
|
•
|
cultural challenges associated with integrating acquired businesses with the operations of New Media;
|
•
|
not retaining key employees, vendors, service providers, readers and customers of the acquired businesses; and
|
•
|
the diversion of management’s attention from ongoing business concerns.
|
•
|
our business profile and market capitalization may not fit the investment objectives of any stockholder;
|
•
|
a shift in our investor base;
|
•
|
our quarterly or annual earnings, or those of other comparable companies;
|
•
|
actual or anticipated fluctuations in our operating results;
|
•
|
changes in accounting standards, policies, guidance, interpretations or principles;
|
•
|
announcements by us or our competitors of significant investments, acquisitions or dispositions;
|
•
|
the failure of securities analysts to cover our Common Stock;
|
•
|
changes in earnings estimates by securities analysts or our ability to meet those estimates;
|
•
|
the operating and stock price performance of other comparable companies;
|
•
|
overall market fluctuations; and
|
•
|
general economic conditions.
|
•
|
a classified board of directors with staggered three-year terms;
|
•
|
amendment of provisions in our amended and restated certificate of incorporation and amended and restated bylaws regarding the election of directors, classes of directors, the term of office of directors, the filling of director vacancies and the resignation and removal of directors only upon the affirmative vote of at least 80% of the then issued and outstanding shares of our capital stock entitled to vote thereon;
|
•
|
amendment of provisions in our amended and restated certificate of incorporation regarding corporate opportunity only upon the affirmative vote of at least 80% of the then issued and outstanding shares of our capital stock entitled to vote thereon;
|
•
|
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 in the election of directors;
|
•
|
our Board to determine the powers, preferences and rights of our preferred stock and to issue such preferred stock without stockholder approval;
|
•
|
provisions in our amended and restated certificate of incorporation and amended and restated bylaws prevent stockholders from calling special meetings of our stockholders;
|
•
|
advance notice requirements applicable to stockholders for director nominations and actions to be taken at annual meetings;
|
•
|
a prohibition, in our amended and restated certificate of incorporation, stating that no holder of shares of our Common Stock will have cumulative voting rights in the election of directors, which means that the holders of majority of the issued and outstanding shares of our Common Stock can elect all the directors standing for election; and
|
•
|
action by our stockholders outside a meeting, in our amended and restated certificate of incorporation and our amended and restated bylaws, only by unanimous written consent.
|
|
HIGH
|
|
LOW
|
||||
Fiscal Year Ending December 25, 2016:
|
|
|
|
||||
First Quarter
|
$
|
16.16
|
|
|
$
|
14.25
|
|
Second Quarter
|
$
|
18.10
|
|
|
$
|
14.43
|
|
Third Quarter
|
$
|
19.88
|
|
|
$
|
15.16
|
|
Fourth Quarter
|
$
|
17.19
|
|
|
$
|
13.95
|
|
Fiscal Year Ending December 27, 2015:
|
|
|
|
||||
First Quarter
|
$
|
25.77
|
|
|
$
|
20.55
|
|
Second Quarter
|
$
|
24.32
|
|
|
$
|
17.80
|
|
Third Quarter
|
$
|
18.59
|
|
|
$
|
13.96
|
|
Fourth Quarter
|
$
|
20.06
|
|
|
$
|
14.91
|
|
Period
|
|
Total Number of Shares Purchased
|
|
Weighted-Average Price Paid per Share
|
|
Total Number of Shares Purchased as Part of Publicly Announced Plan or Programs
|
Approximate Number of Shares that May Yet Be
Purchased Under the Plan or Programs
|
||||||||
December 28, 2015 through January 31, 2016
|
|
—
|
|
|
|
$
|
—
|
|
|
—
|
|
|
—
|
|
|
February 1 through February 28, 2016
|
|
23,109
|
|
|
(1)
|
$
|
15.26
|
|
|
—
|
|
|
120,159
|
|
|
February 29 through March 27, 2016
|
|
—
|
|
|
|
$
|
—
|
|
|
—
|
|
|
120,159
|
|
|
March 28, 2016 through May 1, 2016
|
|
—
|
|
|
|
$
|
—
|
|
|
—
|
|
|
123,243
|
|
|
May 2, 2016 through May 29, 2016
|
|
—
|
|
|
|
$
|
—
|
|
|
—
|
|
|
123,243
|
|
|
May 30, 2016 through June 26, 2016
|
|
—
|
|
|
|
$
|
—
|
|
|
—
|
|
|
123,243
|
|
|
June 27, 2016 through July 31, 2016
|
|
3,444
|
|
|
(1)
|
$
|
18.02
|
|
|
—
|
|
|
115,820
|
|
|
August 1, 2016 through August 28, 2016
|
|
196
|
|
|
(1)
|
$
|
16.80
|
|
|
—
|
|
|
115,636
|
|
|
August 29, 2016 through September 25, 2016
|
|
—
|
|
|
|
$
|
—
|
|
|
—
|
|
|
115,636
|
|
|
September 26, 2016 through November 1, 2016
|
|
—
|
|
|
|
$
|
—
|
|
|
—
|
|
|
115,636
|
|
|
November 2, 2016 through November 29, 2016
|
|
—
|
|
|
|
$
|
—
|
|
|
—
|
|
|
115,636
|
|
|
November 30, 2016 through December 25, 2016
|
|
—
|
|
|
|
$
|
—
|
|
|
—
|
|
|
115,636
|
|
|
Total
|
|
26,749
|
|
|
|
$
|
15.63
|
|
|
—
|
|
|
115,636
|
|
|
(1)
|
Pursuant to the "withhold to cover" method for collecting and paying withholding taxes for our employees upon the vesting of restricted securities, we withheld from certain employees the shares noted in the table above to cover such statutory minimum tax withholdings. These transactions took place outside of a publicly-announced repurchase plan. The weighted-average price per share listed in the above table is the weighted-average of the fair market prices at which we calculated the number of shares withheld to cover tax withholdings for the employees.
|
|
Successor Company
|
|
|
Predecessor Company
|
||||||||||||||||||||
|
December 25, 2016
|
|
December 27, 2015
|
|
Year Ended December 28, 2014
|
|
Two Months Ended December 29, 2013
|
|
|
Ten Months Ended November 6, 2013
|
|
Year Ended
December 30, 2012 (2) |
||||||||||||
(in thousands, except per share data)
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Statement of Operations Data:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Revenues:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Advertising
|
$
|
684,900
|
|
|
$
|
696,696
|
|
|
$
|
385,399
|
|
|
$
|
63,340
|
|
|
|
$
|
265,078
|
|
|
$
|
330,881
|
|
Circulation
|
421,497
|
|
|
378,263
|
|
|
195,661
|
|
|
29,525
|
|
|
|
118,810
|
|
|
131,576
|
|
||||||
Commercial printing and other
|
148,959
|
|
|
120,856
|
|
|
71,263
|
|
|
10,366
|
|
|
|
29,402
|
|
|
26,097
|
|
||||||
Total revenues
|
1,255,356
|
|
|
1,195,815
|
|
|
652,323
|
|
|
103,231
|
|
|
|
413,290
|
|
|
488,554
|
|
||||||
Operating costs and expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Operating costs
|
699,312
|
|
|
656,555
|
|
|
368,420
|
|
|
56,614
|
|
|
|
232,066
|
|
|
268,222
|
|
||||||
Selling, general and administrative
|
414,983
|
|
|
406,282
|
|
|
211,829
|
|
|
28,749
|
|
|
|
136,832
|
|
|
145,020
|
|
||||||
Depreciation and amortization
|
67,774
|
|
|
67,752
|
|
|
41,450
|
|
|
6,588
|
|
|
|
33,409
|
|
|
39,888
|
|
||||||
Integration and reorganization costs
|
8,352
|
|
|
8,052
|
|
|
2,796
|
|
|
1,758
|
|
|
|
1,577
|
|
|
4,393
|
|
||||||
Impairment of long-lived assets
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
91,599
|
|
|
—
|
|
||||||
Loss (gain) on sale or disposal of assets
|
3,564
|
|
|
(51,051
|
)
|
|
1,472
|
|
|
27
|
|
|
|
1,163
|
|
|
1,238
|
|
||||||
Mastheads impairment
|
—
|
|
|
4,800
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
||||||
Operating income (loss)
|
61,371
|
|
|
103,425
|
|
|
26,356
|
|
|
9,495
|
|
|
|
(83,356
|
)
|
|
29,793
|
|
||||||
Interest expense, amortization of deferred financing costs, loss on early extinguishment of debt, (gain) loss on derivative instruments, reorganization items, net, and other
|
32,049
|
|
|
32,407
|
|
|
26,848
|
|
|
1,798
|
|
|
|
(871,399
|
)
|
|
57,463
|
|
||||||
Income (loss) from continuing operations before income taxes
|
29,322
|
|
|
71,018
|
|
|
(492
|
)
|
|
7,697
|
|
|
|
788,043
|
|
|
(27,670
|
)
|
||||||
Income tax (benefit) expense
|
(2,319
|
)
|
|
3,404
|
|
|
2,713
|
|
|
491
|
|
|
|
(197
|
)
|
|
(207
|
)
|
||||||
Income (loss) from continuing operations
|
31,641
|
|
|
67,614
|
|
|
(3,205
|
)
|
|
7,206
|
|
|
|
788,240
|
|
|
(27,463
|
)
|
||||||
Loss from discontinued operations, net of income taxes
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
(1,034
|
)
|
|
(2,340
|
)
|
||||||
Net income (loss)
|
31,641
|
|
|
67,614
|
|
|
(3,205
|
)
|
|
7,206
|
|
|
|
787,206
|
|
|
(29,803
|
)
|
||||||
Net loss attributable to noncontrolling interest
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
208
|
|
|
—
|
|
||||||
Net income (loss) attributable to New Media
|
$
|
31,641
|
|
|
$
|
67,614
|
|
|
$
|
(3,205
|
)
|
|
$
|
7,206
|
|
|
|
$
|
787,414
|
|
|
$
|
(29,803
|
)
|
|
Successor Company
|
|
|
Predecessor Company
|
||||||||||||||||||||
|
Year Ended December 25, 2016
|
|
Year Ended December 27, 2015
|
|
Year Ended December 28, 2014
|
|
Two Months Ended December 29, 2013
|
|
|
Ten Months Ended November 6, 2013
|
|
Year Ended
December 30, 2012 (2) |
||||||||||||
(in thousands, except per share data)
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Basic net income (loss) from continuing operations attributable to New Media per share
|
$
|
0.70
|
|
|
$
|
1.54
|
|
|
$
|
(0.10
|
)
|
|
$
|
0.24
|
|
|
|
$
|
13.58
|
|
|
$
|
(0.47
|
)
|
Diluted income (loss) from continuing operations attributable to New Media per share
|
$
|
0.70
|
|
|
$
|
1.53
|
|
|
$
|
(0.10
|
)
|
|
$
|
0.24
|
|
|
|
$
|
13.58
|
|
|
$
|
(0.47
|
)
|
Basic net income (loss) attributable to New Media common stockholders per share
|
$
|
0.70
|
|
|
$
|
1.54
|
|
|
$
|
(0.10
|
)
|
|
$
|
0.24
|
|
|
|
$
|
13.56
|
|
|
$
|
(0.51
|
)
|
Diluted net income (loss) attributable to New Media common stockholders per share
|
$
|
0.70
|
|
|
$
|
1.53
|
|
|
$
|
(0.10
|
)
|
|
$
|
0.24
|
|
|
|
$
|
13.56
|
|
|
$
|
(0.51
|
)
|
Dividends declared per share
|
$
|
1.34
|
|
|
$
|
1.29
|
|
|
$
|
0.54
|
|
|
$
|
—
|
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Other Data:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Adjusted EBITDA
(1)
|
$
|
126,731
|
|
|
$
|
175,627
|
|
|
$
|
67,741
|
|
|
$
|
16,096
|
|
|
|
$
|
988,265
|
|
|
$
|
69,766
|
|
Cash interest paid
|
$
|
26,908
|
|
|
$
|
21,726
|
|
|
$
|
15,181
|
|
|
$
|
925
|
|
|
|
$
|
43,606
|
|
|
$
|
55,976
|
|
|
(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 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.
|
(2)
|
The year ended December 30, 2012 included a 53
rd
week of operations for approximately 60% of the business.
|
|
Successor Company
|
|
|
Predecessor Company
|
|
||||||||||||||||||||
|
Year Ended December 25, 2016
|
|
Year Ended December 27, 2015
|
|
Year Ended December 28, 2014
|
|
Two Months Ended December 29, 2013
|
|
|
Ten Months Ended November 6, 2013
|
|
Year Ended December 30, 2012
(3)
|
|
||||||||||||
(in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Income (loss) from continuing operations
|
$
|
31,641
|
|
|
$
|
67,614
|
|
|
$
|
(3,205
|
)
|
|
$
|
7,206
|
|
|
|
$
|
788,240
|
|
|
$
|
(27,463
|
)
|
|
Income tax (benefit) expense
|
(2,319
|
)
|
|
3,404
|
|
|
2,713
|
|
|
491
|
|
|
|
(197
|
)
|
|
(207
|
)
|
|
||||||
Loss (gain) on derivative instruments
(1)
|
—
|
|
|
—
|
|
|
51
|
|
|
—
|
|
|
|
14
|
|
|
(1,635
|
)
|
|
||||||
Loss on early extinguishment of debt
(2)
|
—
|
|
|
—
|
|
|
9,047
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
||||||
Interest expense
|
29,635
|
|
|
32,057
|
|
|
17,685
|
|
|
1,811
|
|
|
|
75,200
|
|
|
59,183
|
|
|
||||||
Impairment of long-lived assets
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
91,599
|
|
|
—
|
|
|
||||||
Depreciation and amortization
|
67,774
|
|
|
67,752
|
|
|
41,450
|
|
|
6,588
|
|
|
|
33,409
|
|
|
39,888
|
|
|
||||||
Mastheads impairment
|
—
|
|
|
4,800
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
||||||
Adjusted EBITDA from continuing operations
|
$
|
126,731
|
|
(a)
|
$
|
175,627
|
|
(b)
|
$
|
67,741
|
|
(c)
|
$
|
16,096
|
|
(d)
|
|
$
|
988,265
|
|
(e)
|
$
|
69,766
|
|
(f)
|
|
(a)
|
Adjusted EBITDA for the year ended
December 25, 2016
included net expenses of
$29,091
, comprised of transaction and project costs, non-cash compensation, and other expenses of
$17,175
, integration and reorganization costs of
$8,352
and a
$3,564
loss
on the sale or disposal of assets.
|
(b)
|
Adjusted EBITDA for the year ended
December 27, 2015
included net gain of
$(13,566)
, comprised of transaction and project costs, non-cash compensation, and other expenses of
$29,433
, integration and reorganization costs of
$8,052
and a
$51,051
gain
on the sale or disposal of assets.
|
(c)
|
Adjusted EBITDA for the year ended
December 28, 2014
included net expenses of
$21,673
, comprised of transaction and project costs and other expenses of
$17,405
, integration and reorganization costs of
$2,796
and a
$1,472
loss
on the sale or disposal of assets.
|
(d)
|
Adjusted EBITDA for the two months ended
December 29, 2013
included net expenses of
$4,828
, comprised of transaction and project costs, non-cash compensation, and other expenses of
$3,043
, integration and reorganization costs of
$1,758
and a
$27
loss
on the sale or disposal of assets.
|
(e)
|
Adjusted EBITDA for the ten months ended
November 6, 2013
included net expenses of
$(930,229)
, comprised of transaction and project costs, non-cash compensation, and other expenses of
$(932,969)
, integration and reorganization costs of
$1,577
and a
$1,163
loss
on the sale or disposal of assets.
|
(f)
|
Adjusted EBITDA for the year ended
December 30, 2012
included net expenses of
$11,009
, comprised of transaction and project costs, non-cash compensation, and other expenses of
$5,378
, integration and reorganization costs of
$4,393
and a
$1,238
loss
on the sale or disposal of assets.
|
|
(1)
|
Non-cash loss (gain) 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.
|
(3)
|
The year ended December 30, 2012 included a 53
rd
week of operations for approximately 60% of the business.
|
|
As of
|
|||||||||||||||||||
|
Successor Company
|
|
|
Predecessor Company
|
||||||||||||||||
|
December 25, 2016
|
|
December 27, 2015
|
|
December 28, 2014
|
|
December 29, 2013
|
|
|
December 30, 2012
|
||||||||||
(in thousands)
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Balance Sheet Data:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Total assets
|
$
|
1,336,030
|
|
|
$
|
1,197,120
|
|
|
$
|
817,574
|
|
|
$
|
685,102
|
|
|
|
$
|
468,047
|
|
Total long-term obligations, including current maturities
|
366,463
|
|
|
363,645
|
|
|
225,059
|
|
|
178,822
|
|
|
|
1,175,579
|
|
|||||
Stockholders’ equity (deficit)
|
754,973
|
|
|
647,073
|
|
|
484,127
|
|
|
395,362
|
|
|
|
(834,159
|
)
|
•
|
our strong and trusted local brands, with 85% of our daily newspapers having been publishing local content for more than 100 years;
|
•
|
our ability to market through our print and online properties, driving branding and traffic; and
|
•
|
our more than 1,400 local, direct, in-market sales professionals with long standing relationships with small businesses in the communities we serve.
|
•
|
125 daily newspapers with total paid circulation of approximately 1.4 million;
|
•
|
314 weekly newspapers (published up to three times per week) with total paid circulation of approximately 315,000 and total free circulation of approximately 1.9 million;
|
•
|
124 “shoppers” (generally advertising-only publications) with total circulation of approximately 3.0 million;
|
•
|
538 locally focused websites, which extend our businesses onto the internet and mobile devices with approximately 224 million page views per month;
|
•
|
two yellow page directories, with a distribution of approximately 230,000, that cover a population of approximately 411,000 people;
|
•
|
68 business publication; and
|
•
|
Propel digital marketing and business services.
|
|
Year Ended
December 25, 2016 |
|
Year Ended
December 27, 2015 |
|
Year Ended
December 28, 2014 |
||||||
(in thousands)
|
|
|
|
|
|
||||||
Revenues:
|
|
|
|
|
|
||||||
Advertising
|
$
|
684,900
|
|
|
$
|
696,696
|
|
|
$
|
385,399
|
|
Circulation
|
421,497
|
|
|
378,263
|
|
|
195,661
|
|
|||
Commercial printing and other
|
148,959
|
|
|
120,856
|
|
|
71,263
|
|
|||
Total revenues
|
1,255,356
|
|
|
1,195,815
|
|
|
652,323
|
|
|||
Operating costs and expenses:
|
|
|
|
|
|
||||||
Operating costs
|
699,312
|
|
|
656,555
|
|
|
368,420
|
|
|||
Selling, general, and administrative
|
414,983
|
|
|
406,282
|
|
|
211,829
|
|
|||
Depreciation and amortization
|
67,774
|
|
|
67,752
|
|
|
41,450
|
|
|||
Integration and reorganization costs
|
8,352
|
|
|
8,052
|
|
|
2,796
|
|
|||
Loss (gain) on sale or disposal of assets
|
3,564
|
|
|
(51,051
|
)
|
|
1,472
|
|
|||
Mastheads impairment
|
—
|
|
|
4,800
|
|
|
—
|
|
|||
Operating income
|
61,371
|
|
|
103,425
|
|
|
26,356
|
|
|||
Interest expense
|
29,635
|
|
|
32,057
|
|
|
17,685
|
|
|||
Loss on early extinguishment of debt
|
—
|
|
|
—
|
|
|
9,047
|
|
|||
Other expense
|
2,414
|
|
|
350
|
|
|
116
|
|
|||
Income (loss) before income taxes
|
29,322
|
|
|
71,018
|
|
|
(492
|
)
|
|||
Income tax (benefit) expense
|
(2,319
|
)
|
|
3,404
|
|
|
2,713
|
|
|||
Net income (loss)
|
$
|
31,641
|
|
|
$
|
67,614
|
|
|
$
|
(3,205
|
)
|
|
Year Ended December 25, 2016
|
|
Year Ended December 27, 2015
|
|
Year Ended December 28, 2014
|
||||||
(in thousands)
|
|
|
|
|
|
||||||
Net cash provided by operating activities
|
$
|
98,361
|
|
|
$
|
115,319
|
|
|
$
|
41,446
|
|
Net cash used in investing activities
|
(144,833
|
)
|
|
(298,698
|
)
|
|
(81,603
|
)
|
|||
Net cash provided by financing activities
|
72,080
|
|
|
206,308
|
|
|
132,055
|
|
|
2017
|
|
2018
|
|
2019
|
|
2020
|
|
2021
|
|
Thereafter
|
|
Total
|
||||||||||||||
(in thousands)
|
|
||||||||||||||||||||||||||
Debt obligations
|
$
|
47,397
|
|
|
$
|
28,215
|
|
|
$
|
40,392
|
|
|
$
|
349,200
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
465,204
|
|
|
Operating lease obligations
|
20,037
|
|
|
17,907
|
|
|
15,589
|
|
|
14,308
|
|
|
11,835
|
|
|
91,965
|
|
|
171,641
|
|
|||||||
Management fee
|
11,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
11,000
|
|
|||||||
Letters of credit
|
852
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
852
|
|
|||||||
Noncompete payments
|
200
|
|
|
200
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
400
|
|
|||||||
Total
|
$
|
79,486
|
|
|
$
|
46,322
|
|
|
$
|
55,981
|
|
|
$
|
363,508
|
|
|
$
|
11,835
|
|
|
$
|
91,965
|
|
|
$
|
649,097
|
|
•
|
Income tax expense (benefit);
|
•
|
interest/financing expense;
|
•
|
depreciation and amortization; and
|
•
|
non-cash impairments.
|
|
Successor Company
|
|
|
Predecessor Company
|
|
||||||||||||||||||||
|
Year Ended December 25, 2016
|
|
Year Ended December 27, 2015
|
|
Year Ended December 28, 2014
|
|
Two Months Ended December 29, 2013
|
|
|
Ten Months Ended November 6, 2013
|
|
Year Ended December 30, 2012
(3)
|
|
||||||||||||
(in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Income (loss) from continuing operations
|
$
|
31,641
|
|
|
$
|
67,614
|
|
|
$
|
(3,205
|
)
|
|
$
|
7,206
|
|
|
|
$
|
788,240
|
|
|
$
|
(27,463
|
)
|
|
Income tax (benefit) expense
|
(2,319
|
)
|
|
3,404
|
|
|
2,713
|
|
|
491
|
|
|
|
(197
|
)
|
|
(207
|
)
|
|
||||||
Loss (gain) on derivative instruments
(1)
|
—
|
|
|
—
|
|
|
51
|
|
|
—
|
|
|
|
14
|
|
|
(1,635
|
)
|
|
||||||
Loss on early extinguishment of debt
(2)
|
—
|
|
|
—
|
|
|
9,047
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
||||||
Interest expense
|
29,635
|
|
|
32,057
|
|
|
17,685
|
|
|
1,811
|
|
|
|
75,200
|
|
|
59,183
|
|
|
||||||
Impairment of long-lived assets
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
91,599
|
|
|
—
|
|
|
||||||
Depreciation and amortization
|
67,774
|
|
|
67,752
|
|
|
41,450
|
|
|
6,588
|
|
|
|
33,409
|
|
|
39,888
|
|
|
||||||
Mastheads impairment
|
—
|
|
|
4,800
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
||||||
Adjusted EBITDA from continuing operations
|
$
|
126,731
|
|
(a)
|
$
|
175,627
|
|
(b)
|
$
|
67,741
|
|
(c)
|
$
|
16,096
|
|
(d)
|
|
$
|
988,265
|
|
(e)
|
$
|
69,766
|
|
(f)
|
|
(a)
|
Adjusted EBITDA for the year ended
December 25, 2016
included net expenses of
$29,091
, comprised of transaction and project costs, non-cash compensation, and other expenses of
$17,175
, integration and reorganization costs of
$8,352
and a
$3,564
loss
on the sale or disposal of assets.
|
(b)
|
Adjusted EBITDA for the year ended
December 27, 2015
included net gain of
$(13,566)
, comprised of transaction and project costs, non-cash compensation, and other expenses of
$29,433
, integration and reorganization costs of
$8,052
and a
$51,051
gain
on the sale or disposal of assets.
|
(c)
|
Adjusted EBITDA for the year ended
December 28, 2014
included net expenses of
$21,673
, comprised of transaction and project costs and other expenses of
$17,405
, integration and reorganization costs of
$2,796
and a
$1,472
loss
on the sale or disposal of assets.
|
(d)
|
Adjusted EBITDA for the two months ended
December 29, 2013
included net expenses of
$4,828
, comprised of transaction and project costs, non-cash compensation, and other expenses of
$3,043
, integration and reorganization costs of
$1,758
and a
$27
loss
on the sale or disposal of assets.
|
(e)
|
Adjusted EBITDA for the ten months ended
November 6, 2013
included net expenses of
$(930,229)
, comprised of transaction and project costs, non-cash compensation, and other expenses of
$(932,969)
, integration and reorganization costs of
$1,577
and a
$1,163
loss
on the sale or disposal of assets.
|
(f)
|
Adjusted EBITDA for the year ended
December 30, 2012
included net expenses of
$11,009
, comprised of transaction and project costs, non-cash compensation, and other expenses of
$5,378
, integration and reorganization costs of
$4,393
and a
$1,238
loss
on the sale or disposal of assets.
|
|
(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.
|
(3)
|
The year ended December 30, 2012 included a 53
rd
week of operations for approximately 60% of the business.
|
|
Page
|
Consolidated Financial Statements:
|
|
|
December 25,
2016 |
|
December 27,
2015 |
||||
ASSETS
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
172,246
|
|
|
$
|
146,638
|
|
Restricted cash
|
3,406
|
|
|
6,967
|
|
||
Accounts receivable, net of allowance for doubtful accounts of $5,478 and $4,479 at December 25, 2016 and December 27, 2015, respectively
|
138,115
|
|
|
136,249
|
|
||
Inventory
|
18,167
|
|
|
15,744
|
|
||
Prepaid expenses
|
18,720
|
|
|
14,549
|
|
||
Other current assets
|
19,694
|
|
|
11,763
|
|
||
Total current assets
|
370,348
|
|
|
331,910
|
|
||
Property, plant, and equipment, net of accumulated depreciation of $130,839 and $85,038 at December 25, 2016 and December 27, 2015, respectively
|
381,319
|
|
|
384,824
|
|
||
Goodwill
|
227,954
|
|
|
171,119
|
|
||
Intangible assets, net of accumulated amortization of $43,632 and $23,122 at December 25, 2016 and December 27, 2015, respectively
|
351,477
|
|
|
303,575
|
|
||
Other assets
|
4,932
|
|
|
5,692
|
|
||
Total assets
|
$
|
1,336,030
|
|
|
$
|
1,197,120
|
|
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Current portion of long-term debt
|
$
|
14,387
|
|
|
$
|
3,509
|
|
Accounts payable
|
20,129
|
|
|
9,571
|
|
||
Accrued expenses
|
83,365
|
|
|
100,173
|
|
||
Deferred revenue
|
77,987
|
|
|
62,294
|
|
||
Total current liabilities
|
195,868
|
|
|
175,547
|
|
||
Long-term liabilities:
|
|
|
|
||||
Long-term debt
|
338,860
|
|
|
350,266
|
|
||
Long-term liabilities, less current portion
|
12,597
|
|
|
9,192
|
|
||
Deferred income taxes
|
7,786
|
|
|
3,988
|
|
||
Pension and other postretirement benefit obligations
|
25,946
|
|
|
11,054
|
|
||
Total liabilities
|
581,057
|
|
|
550,047
|
|
||
Stockholders’ equity:
|
|
|
|
||||
Common stock, $0.01 par value, 2,000,000,000 shares authorized at December 25, 2016 and December 27, 2015; 53,543,226 and 44,710,497 issued at December 25, 2016 and December 27, 2015, respectively
|
531
|
|
|
445
|
|
||
Additional paid-in capital
|
742,543
|
|
|
605,033
|
|
||
Accumulated other comprehensive loss
|
(3,977
|
)
|
|
(3,158
|
)
|
||
Retained earnings
|
16,293
|
|
|
44,753
|
|
||
Treasury stock, at cost, 46,438 and 0 shares at December 25, 2016 and December 27, 2015, respectively
|
(417
|
)
|
|
—
|
|
||
Total stockholders’ equity
|
754,973
|
|
|
647,073
|
|
||
Total liabilities and stockholders’ equity
|
$
|
1,336,030
|
|
|
$
|
1,197,120
|
|
|
Year Ended
December 25, 2016 |
|
Year Ended
December 27, 2015 |
|
Year Ended
December 28, 2014 |
||||||
Revenues:
|
|
|
|
|
|
||||||
Advertising
|
$
|
684,900
|
|
|
$
|
696,696
|
|
|
$
|
385,399
|
|
Circulation
|
421,497
|
|
|
378,263
|
|
|
195,661
|
|
|||
Commercial printing and other
|
148,959
|
|
|
120,856
|
|
|
71,263
|
|
|||
Total revenues
|
1,255,356
|
|
|
1,195,815
|
|
|
652,323
|
|
|||
Operating costs and expenses:
|
|
|
|
|
|
||||||
Operating costs
|
699,312
|
|
|
656,555
|
|
|
368,420
|
|
|||
Selling, general, and administrative
|
414,983
|
|
|
406,282
|
|
|
211,829
|
|
|||
Depreciation and amortization
|
67,774
|
|
|
67,752
|
|
|
41,450
|
|
|||
Integration and reorganization costs
|
8,352
|
|
|
8,052
|
|
|
2,796
|
|
|||
Loss (gain) on sale or disposal of assets
|
3,564
|
|
|
(51,051
|
)
|
|
1,472
|
|
|||
Mastheads impairment
|
—
|
|
|
4,800
|
|
|
—
|
|
|||
Operating income
|
61,371
|
|
|
103,425
|
|
|
26,356
|
|
|||
Interest expense
|
29,635
|
|
|
32,057
|
|
|
17,685
|
|
|||
Loss on early extinguishment of debt
|
—
|
|
|
—
|
|
|
9,047
|
|
|||
Other expense
|
2,414
|
|
|
350
|
|
|
116
|
|
|||
Income (loss) before income taxes
|
29,322
|
|
|
71,018
|
|
|
(492
|
)
|
|||
Income tax (benefit) expense
|
(2,319
|
)
|
|
3,404
|
|
|
2,713
|
|
|||
Net income (loss)
|
$
|
31,641
|
|
|
$
|
67,614
|
|
|
$
|
(3,205
|
)
|
Income (loss) per share:
|
|
|
|
|
|
||||||
Basic:
|
|
|
|
|
|
||||||
Net income (loss)
|
0.70
|
|
|
1.54
|
|
|
(0.10
|
)
|
|||
Diluted:
|
|
|
|
|
|
||||||
Net income (loss)
|
0.70
|
|
|
1.53
|
|
|
(0.10
|
)
|
|||
Dividends declared per share
|
1.34
|
|
|
1.29
|
|
|
0.54
|
|
|||
Other comprehensive income:
|
|
|
|
|
|
||||||
Pension and other postretirement benefit items:
|
|
|
|
|
|
||||||
Net actuarial (loss) gain
|
(816
|
)
|
|
1,227
|
|
|
(4,927
|
)
|
|||
Amortization of net actuarial (loss) gain
|
(3
|
)
|
|
84
|
|
|
—
|
|
|||
Total pension and other postretirement benefit items, net of income taxes of $0
|
(819
|
)
|
|
1,311
|
|
|
(4,927
|
)
|
|||
Other comprehensive (loss) income, net of tax
|
(819
|
)
|
|
1,311
|
|
|
(4,927
|
)
|
|||
Comprehensive income (loss)
|
$
|
30,822
|
|
|
$
|
68,925
|
|
|
$
|
(8,132
|
)
|
|
Common stock
|
|
Additional
paid-in
capital
|
|
Accumulated
other
comprehensive
income (loss)
|
|
Retained
earnings
|
|
Treasury stock
|
|
|
||||||||||||||||||
|
Shares
|
|
Amount
|
|
Shares
|
|
Amount
|
|
Total
|
||||||||||||||||||||
Balance at December 29, 2013
|
30,000,000
|
|
|
$
|
300
|
|
|
$
|
387,398
|
|
|
$
|
458
|
|
|
$
|
7,206
|
|
|
—
|
|
|
$
|
—
|
|
|
$
|
395,362
|
|
Net loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3,205
|
)
|
|
—
|
|
|
—
|
|
|
(3,205
|
)
|
||||||
Restricted share grants
|
15,870
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Net actuarial loss and prior service cost, net of income taxes of $0
|
—
|
|
|
—
|
|
|
—
|
|
|
(4,927
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(4,927
|
)
|
||||||
Non-cash compensation expense
|
—
|
|
|
—
|
|
|
59
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
59
|
|
||||||
Issuance of common stock, net of underwriter’s discount and offering costs
|
7,450,625
|
|
|
75
|
|
|
114,983
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
115,058
|
|
||||||
Common stock cash dividend
|
—
|
|
|
—
|
|
|
(18,220
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(18,220
|
)
|
||||||
Balance at December 28, 2014
|
37,466,495
|
|
|
$
|
375
|
|
|
$
|
484,220
|
|
|
$
|
(4,469
|
)
|
|
$
|
4,001
|
|
|
—
|
|
|
$
|
—
|
|
|
$
|
484,127
|
|
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
67,614
|
|
|
—
|
|
|
—
|
|
|
67,614
|
|
||||||
Restricted share grants
|
244,002
|
|
|
—
|
|
|
225
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
225
|
|
||||||
Net actuarial gain and prior service cost, net of income taxes of $0
|
—
|
|
|
—
|
|
|
—
|
|
|
1,311
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,311
|
|
||||||
Non-cash compensation expense
|
—
|
|
|
—
|
|
|
1,319
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,319
|
|
||||||
Issuance of common stock, net of underwriter’s discount and offering costs
|
7,000,000
|
|
|
70
|
|
|
150,059
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
150,129
|
|
||||||
Common stock cash dividend
|
—
|
|
|
—
|
|
|
(30,790
|
)
|
|
—
|
|
|
(26,862
|
)
|
|
—
|
|
|
—
|
|
|
(57,652
|
)
|
||||||
Balance at December 27, 2015
|
44,710,497
|
|
|
$
|
445
|
|
|
$
|
605,033
|
|
|
$
|
(3,158
|
)
|
|
$
|
44,753
|
|
|
—
|
|
|
$
|
—
|
|
|
$
|
647,073
|
|
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
31,641
|
|
|
—
|
|
|
—
|
|
|
31,641
|
|
||||||
Restricted share grants
|
207,729
|
|
|
—
|
|
|
225
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
225
|
|
||||||
Net actuarial gain and prior service cost, net of income taxes of $0
|
—
|
|
|
—
|
|
|
—
|
|
|
(819
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(819
|
)
|
||||||
Non-cash compensation expense
|
—
|
|
|
—
|
|
|
2,442
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,442
|
|
||||||
Issuance of common stock, net of underwriter’s discount and offering costs
|
8,625,000
|
|
|
86
|
|
|
134,843
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
134,929
|
|
||||||
Purchase of treasury stock
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
46,438
|
|
|
(417
|
)
|
|
(417
|
)
|
||||||
Common stock cash dividend
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(60,101
|
)
|
|
—
|
|
|
—
|
|
|
(60,101
|
)
|
||||||
Balance at December 25, 2016
|
53,543,226
|
|
|
$
|
531
|
|
|
$
|
742,543
|
|
|
$
|
(3,977
|
)
|
|
$
|
16,293
|
|
|
46,438
|
|
|
$
|
(417
|
)
|
|
$
|
754,973
|
|
|
Year Ended
December 25, 2016 |
|
Year Ended
December 27, 2015 |
|
Year Ended
December 28, 2014 |
||||||
Cash flows from operating activities:
|
|
|
|
|
|
||||||
Net income (loss)
|
$
|
31,641
|
|
|
$
|
67,614
|
|
|
$
|
(3,205
|
)
|
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
|
|
|
|
|
|
||||||
Depreciation and amortization
|
67,774
|
|
|
67,752
|
|
|
41,450
|
|
|||
Gain on derivative instruments
|
—
|
|
|
—
|
|
|
(25
|
)
|
|||
Non-cash compensation expense
|
2,442
|
|
|
1,319
|
|
|
59
|
|
|||
Non-cash interest expense
|
2,786
|
|
|
2,784
|
|
|
1,873
|
|
|||
Non-cash loss on early extinguishment of debt
|
—
|
|
|
—
|
|
|
5,949
|
|
|||
Deferred income taxes
|
(2,862
|
)
|
|
1,167
|
|
|
2,821
|
|
|||
Loss (gain) on sale or disposal of assets
|
3,564
|
|
|
(51,051
|
)
|
|
1,472
|
|
|||
Pension and other postretirement benefit obligations
|
(2,276
|
)
|
|
(1,002
|
)
|
|
(1,604
|
)
|
|||
Mastheads impairment
|
—
|
|
|
4,800
|
|
|
—
|
|
|||
Non-cash charge to investments
|
2,766
|
|
|
—
|
|
|
—
|
|
|||
Changes in assets and liabilities:
|
|
|
|
|
|
||||||
Accounts receivable, net
|
14,880
|
|
|
(4,255
|
)
|
|
1,781
|
|
|||
Inventory
|
(999
|
)
|
|
2,701
|
|
|
1,226
|
|
|||
Prepaid expenses
|
(1,805
|
)
|
|
(219
|
)
|
|
(614
|
)
|
|||
Other assets
|
(3,617
|
)
|
|
(1,412
|
)
|
|
1,045
|
|
|||
Accounts payable
|
6,010
|
|
|
(14,666
|
)
|
|
(4,292
|
)
|
|||
Accrued expenses
|
(22,747
|
)
|
|
37,814
|
|
|
(7,476
|
)
|
|||
Deferred revenue
|
(629
|
)
|
|
(1,508
|
)
|
|
(218
|
)
|
|||
Other long-term liabilities
|
1,433
|
|
|
3,481
|
|
|
1,204
|
|
|||
Net cash provided by operating activities
|
98,361
|
|
|
115,319
|
|
|
41,446
|
|
|||
Cash flows from investing activities:
|
|
|
|
|
|
||||||
Purchases of property, plant, and equipment
|
(10,631
|
)
|
|
(10,155
|
)
|
|
(5,012
|
)
|
|||
Proceeds from sale of publications, other assets and insurance
|
3,284
|
|
|
142,583
|
|
|
1,027
|
|
|||
Acquisitions, net of cash acquired
|
(137,486
|
)
|
|
(431,126
|
)
|
|
(77,618
|
)
|
|||
Net cash used in investing activities
|
(144,833
|
)
|
|
(298,698
|
)
|
|
(81,603
|
)
|
|||
Cash flows from financing activities:
|
|
|
|
|
|
||||||
Payment of debt issuance costs
|
—
|
|
|
(592
|
)
|
|
(4,610
|
)
|
|||
Borrowings under term loans
|
—
|
|
|
122,872
|
|
|
217,775
|
|
|||
Borrowings under revolving credit facility
|
—
|
|
|
99,000
|
|
|
24,068
|
|
|||
Repayments under term loans
|
(3,509
|
)
|
|
(3,135
|
)
|
|
(158,562
|
)
|
|||
Repayments under revolving credit facility
|
—
|
|
|
(104,000
|
)
|
|
(44,068
|
)
|
|||
Payment of offering costs
|
(83
|
)
|
|
(1,343
|
)
|
|
(1,073
|
)
|
|||
Issuance of common stock, net of underwriter’s discount
|
135,849
|
|
|
150,866
|
|
|
116,737
|
|
|||
Purchase of treasury stock
|
(417
|
)
|
|
—
|
|
|
—
|
|
|||
Payment of dividends
|
(59,760
|
)
|
|
(57,360
|
)
|
|
(18,212
|
)
|
|||
Net cash provided by financing activities
|
72,080
|
|
|
206,308
|
|
|
132,055
|
|
|||
Net increase in cash and cash equivalents
|
25,608
|
|
|
22,929
|
|
|
91,898
|
|
|||
Cash and cash equivalents at beginning of period
|
146,638
|
|
|
123,709
|
|
|
31,811
|
|
|||
Cash and cash equivalents at end of period
|
$
|
172,246
|
|
|
$
|
146,638
|
|
|
$
|
123,709
|
|
Supplemental disclosures on cash flow information:
|
|
|
|
|
|
||||||
Cash interest paid
|
$
|
26,908
|
|
|
$
|
21,726
|
|
|
$
|
15,181
|
|
Cash income taxes paid
|
$
|
2,601
|
|
|
$
|
1,389
|
|
|
$
|
—
|
|
Current assets
|
20,787
|
|
Other assets
|
4,195
|
|
Property, plant and equipment
|
36,105
|
|
Noncompete agreements
|
886
|
|
Advertiser relationships
|
32,312
|
|
Subscriber relationships
|
13,696
|
|
Customer relationships
|
5,113
|
|
Software
|
5,783
|
|
Trade names
|
2,448
|
|
Mastheads
|
9,217
|
|
Goodwill
|
56,914
|
|
Total assets
|
187,456
|
|
Current liabilities
|
26,530
|
|
Pension obligations
|
16,299
|
|
Other long-term liabilities
|
8,585
|
|
Total liabilities
|
51,414
|
|
Net assets
|
136,042
|
|
Current assets
|
$
|
16,187
|
|
Property, plant and equipment
|
55,453
|
|
|
Licensing agreements
|
18,150
|
|
|
Advertiser relationships
|
8,090
|
|
|
Subscriber relationships
|
3,070
|
|
|
Customer relationships
|
610
|
|
|
Mastheads
|
8,890
|
|
|
Goodwill
|
9,525
|
|
|
Total assets
|
119,975
|
|
|
Current liabilities
|
9,208
|
|
|
Total liabilities
|
9,208
|
|
|
Net assets
|
$
|
110,767
|
|
Current assets
|
$
|
42,114
|
|
Property, plant and equipment
|
95,369
|
|
|
Advertiser relationships
|
74,300
|
|
|
Subscriber relationships
|
36,200
|
|
|
Customer relationships
|
11,800
|
|
|
Mastheads
|
32,900
|
|
|
Goodwill
|
31,744
|
|
|
Total assets
|
324,427
|
|
|
Liabilities
|
39,058
|
|
|
Debt assumed
|
18,000
|
|
|
Total liabilities
|
57,058
|
|
|
Net assets
|
$
|
267,369
|
|
Current assets
|
$
|
20,863
|
|
Property, plant and equipment
|
40,006
|
|
|
Noncompete agreements
|
3
|
|
|
Advertiser relationships
|
554
|
|
|
Subscriber relationships
|
1,159
|
|
|
Customer relationships
|
37
|
|
|
Mastheads
|
3,991
|
|
|
Goodwill
|
2,193
|
|
|
Total assets
|
68,806
|
|
|
Liabilities
|
16,785
|
|
|
Total liabilities
|
16,785
|
|
|
Net assets
|
$
|
52,021
|
|
Current assets
|
$
|
13,372
|
|
Property, plant and equipment
|
39,783
|
|
|
Intangible assets
|
31,180
|
|
|
Goodwill
|
6,385
|
|
|
Total assets
|
90,720
|
|
|
Current liabilities
|
6,846
|
|
|
Total liabilities
|
6,846
|
|
|
Net assets
|
$
|
83,874
|
|
|
Year Ended
December 27, 2015 |
||
Revenues
|
$
|
1,147,711
|
|
Income from continuing operations
|
$
|
18,747
|
|
Income from continuing operations per common share:
|
|
||
Basic
|
$
|
0.42
|
|
Diluted
|
$
|
0.42
|
|
|
Year Ended
December 25, 2016 |
|
Year Ended
December 27, 2015 |
|
Year Ended
December 28, 2014 |
|||||||||||||||
|
Number
of RSGs
|
|
Weighted-Average
Grant Date
Fair Value
|
|
Number
of RSGs
|
|
Weighted-Average
Grant Date
Fair Value
|
|
Number
of RSGs
|
|
Weighted-Average
Grant Date
Fair Value
|
|||||||||
Unvested at beginning of year
|
244,848
|
|
|
$
|
21.67
|
|
|
15,870
|
|
|
$
|
14.18
|
|
|
—
|
|
|
$
|
—
|
|
Granted
|
193,737
|
|
|
15.31
|
|
|
234,267
|
|
|
22.01
|
|
|
15,870
|
|
|
14.18
|
|
|||
Vested
|
(83,303
|
)
|
|
21.51
|
|
|
(5,289
|
)
|
|
14.18
|
|
|
—
|
|
|
—
|
|
|||
Forfeited
|
(19,689
|
)
|
|
$
|
19.22
|
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
—
|
|
Unvested at end of year
|
335,593
|
|
|
$
|
18.18
|
|
|
244,848
|
|
|
$
|
21.67
|
|
|
15,870
|
|
|
$
|
14.18
|
|
|
Severance and
Related Costs
|
|
Other
Costs
(1)
|
|
Total
|
||||||
Balance at December 28, 2014
|
$
|
1,679
|
|
|
$
|
—
|
|
|
$
|
1,679
|
|
Restructuring provision included in Integration and Reorganization
|
7,750
|
|
|
797
|
|
|
8,547
|
|
|||
Reversal of prior accruals included in Integration and Reorganization
|
(495
|
)
|
|
—
|
|
|
(495
|
)
|
|||
Restructuring accrual transferred with disposition of the Review-Journal
|
(416
|
)
|
|
—
|
|
|
(416
|
)
|
|||
Other restructuring expenses
|
—
|
|
|
(175
|
)
|
|
(175
|
)
|
|||
Cash payments
|
(6,319
|
)
|
|
(300
|
)
|
|
(6,619
|
)
|
|||
Balance at December 27, 2015
|
$
|
2,199
|
|
|
$
|
322
|
|
|
$
|
2,521
|
|
Restructuring provision included in Integration and Reorganization
|
6,782
|
|
|
1,570
|
|
|
8,352
|
|
|||
Restructuring accrual assumed from acquisition
|
52
|
|
|
43
|
|
|
95
|
|
|||
Cash payments
|
(7,855
|
)
|
|
(1,579
|
)
|
|
(9,434
|
)
|
|||
Balance at December 25, 2016
|
$
|
1,178
|
|
|
$
|
356
|
|
|
$
|
1,534
|
|
|
(1)
|
Other costs primarily included costs to consolidate operations.
|
|
Year Ended
December 25, 2016 |
|
Year Ended
December 27, 2015 |
||||
Severance and related costs
|
$
|
6,782
|
|
|
$
|
7,750
|
|
Reversal of prior accruals
|
—
|
|
|
(495
|
)
|
||
Severance and other costs assumed from acquisition
|
95
|
|
|
—
|
|
||
Other costs
|
1,570
|
|
|
797
|
|
||
Cash payments
|
(9,434
|
)
|
|
(6,619
|
)
|
|
December 25, 2016
|
|
December 27, 2015
|
||||
Land
|
$
|
40,264
|
|
|
$
|
39,452
|
|
Buildings and improvements
|
189,714
|
|
|
169,688
|
|
||
Machinery and equipment
|
250,846
|
|
|
234,440
|
|
||
Furniture, fixtures, and computer software
|
30,059
|
|
|
23,946
|
|
||
Construction in progress
|
1,275
|
|
|
2,336
|
|
||
|
512,158
|
|
|
469,862
|
|
||
Less: accumulated depreciation
|
(130,839
|
)
|
|
(85,038
|
)
|
||
Total
|
$
|
381,319
|
|
|
$
|
384,824
|
|
|
December 25, 2016
|
||||||||||
|
Gross
carrying
amount
|
|
Accumulated
amortization
|
|
Net
carrying
amount
|
||||||
Amortized intangible assets:
|
|
|
|
||||||||
Advertiser relationships
|
174,918
|
|
|
24,618
|
|
|
150,300
|
|
|||
Customer relationships
|
24,938
|
|
|
3,153
|
|
|
21,785
|
|
|||
Subscriber relationships
|
90,944
|
|
|
13,911
|
|
|
77,033
|
|
|||
Other intangible assets
|
9,589
|
|
|
1,950
|
|
|
7,639
|
|
|||
Total
|
$
|
300,389
|
|
|
$
|
43,632
|
|
|
$
|
256,757
|
|
Nonamortized intangible assets:
|
|
|
|
|
|
||||||
Goodwill
|
$
|
227,954
|
|
|
|
|
|
||||
Mastheads
|
94,720
|
|
|
|
|
|
|||||
Total
|
$
|
322,674
|
|
|
|
|
|
||||
|
December 27, 2015
|
||||||||||
|
Gross
Carrying
Amount
|
|
Accumulated
Amortization
|
|
Net
Carrying
Amount
|
||||||
Amortized intangible assets:
|
|
|
|
||||||||
Advertiser relationships
|
$
|
143,002
|
|
|
$
|
13,453
|
|
|
$
|
129,549
|
|
Customer relationships
|
19,829
|
|
|
1,667
|
|
|
18,162
|
|
|||
Subscriber relationships
|
77,385
|
|
|
7,897
|
|
|
69,488
|
|
|||
Other intangible assets
|
473
|
|
|
105
|
|
|
368
|
|
|||
Total
|
$
|
240,689
|
|
|
$
|
23,122
|
|
|
$
|
217,567
|
|
Nonamortized intangible assets:
|
|
|
|
|
|
||||||
Goodwill
|
$
|
171,119
|
|
|
|
|
|
||||
Mastheads
|
86,008
|
|
|
|
|
|
|||||
Total
|
$
|
257,127
|
|
|
|
|
|
Balance at December 28, 2014
|
$
|
134,042
|
|
Goodwill acquired in business combinations
|
43,462
|
|
|
Goodwill from divestitures
|
(6,385
|
)
|
|
Balance at December 27, 2015
|
171,119
|
|
|
Goodwill acquired in business combinations
|
56,914
|
|
|
Goodwill from divestitures
|
(79
|
)
|
|
Balance at December 25, 2016
|
$
|
227,954
|
|
|
December 25, 2016
|
|
December 27, 2015
|
||||
Accrued payroll and related liabilities
|
$
|
14,228
|
|
|
$
|
13,068
|
|
Accrued bonus
|
11,806
|
|
|
10,768
|
|
||
Accrued insurance
|
9,579
|
|
|
9,596
|
|
||
Accrued legal and professional fees
|
2,476
|
|
|
2,743
|
|
||
Accrued interest expense
|
6,366
|
|
|
6,552
|
|
||
Accrued taxes
|
3,504
|
|
|
5,503
|
|
||
Accrued restructuring
|
1,534
|
|
|
2,521
|
|
||
Accrued management and incentive fees
|
9,299
|
|
|
22,353
|
|
||
Accrued other
|
24,573
|
|
|
27,069
|
|
||
|
$
|
83,365
|
|
|
$
|
100,173
|
|
2017
|
14,387
|
|
|
2018
|
2,632
|
|
|
2019
|
11,509
|
|
|
2020
|
334,266
|
|
|
|
$
|
362,794
|
|
Less:
|
|
||
Short-term debt
|
14,387
|
|
|
Remaining original issue discount
|
7,260
|
|
|
Deferred financing costs
|
2,287
|
|
|
Long-term debt
|
$
|
338,860
|
|
|
Current
|
|
Deferred
|
|
Total
|
||||||
Year Ended December 25, 2016:
|
|
|
|
|
|
||||||
U.S. Federal
|
$
|
—
|
|
|
$
|
(2,913
|
)
|
|
$
|
(2,913
|
)
|
State and local
|
543
|
|
|
51
|
|
|
594
|
|
|||
|
$
|
543
|
|
|
$
|
(2,862
|
)
|
|
$
|
(2,319
|
)
|
Year Ended December 27, 2015:
|
|
|
|
|
|
||||||
U.S. Federal
|
$
|
857
|
|
|
$
|
933
|
|
|
$
|
1,790
|
|
State and local
|
1,380
|
|
|
234
|
|
|
1,614
|
|
|||
|
$
|
2,237
|
|
|
1,167
|
|
|
$
|
3,404
|
|
|
Year Ended December 28, 2014:
|
|
|
|
|
|
||||||
U.S. Federal
|
$
|
—
|
|
|
$
|
2,256
|
|
|
$
|
2,256
|
|
State and local
|
(108
|
)
|
|
565
|
|
|
457
|
|
|||
|
$
|
(108
|
)
|
|
2,821
|
|
|
$
|
2,713
|
|
|
Year Ended
December 25, 2016 |
|
Year Ended
December 27, 2015 |
|
Year Ended
December 28, 2014 |
|
||||||
Computed “expected” tax expense (benefit)
|
$
|
9,969
|
|
|
$
|
24,307
|
|
|
$
|
(167
|
)
|
|
Increase (decrease) in income tax benefit resulting from:
|
|
|
|
|
|
|
||||||
State and local income taxes, net of federal benefit
|
873
|
|
|
902
|
|
|
371
|
|
|
|||
Net nondeductible meals, entertainment, and other expenses
|
796
|
|
|
890
|
|
|
490
|
|
|
|||
Tax attribute reduction
|
—
|
|
|
—
|
|
|
25,367
|
|
|
|||
Change in valuation allowance
|
(13,922
|
)
|
|
(23,952
|
)
|
|
(23,241
|
)
|
|
|||
Increase (decrease) to provision for unrecognized tax benefits
|
—
|
|
|
249
|
|
|
(69
|
)
|
|
|||
Alternative minimum tax
|
—
|
|
|
920
|
|
|
—
|
|
|
|||
Other
|
(35
|
)
|
|
88
|
|
|
(38
|
)
|
|
|||
|
$
|
(2,319
|
)
|
|
$
|
3,404
|
|
|
$
|
2,713
|
|
|
|
December 25, 2016
|
|
December 27, 2015
|
||||
Non-current deferred tax assets/(liabilities):
|
|
|
|
||||
Accounts receivable
|
$
|
1,560
|
|
|
$
|
1,459
|
|
Accrued expenses
|
10,945
|
|
|
7,981
|
|
||
Inventory capitalization
|
1,508
|
|
|
1,251
|
|
||
Alternative minimum tax credit
|
818
|
|
|
920
|
|
||
Pension and other postretirement benefit obligation
|
4,635
|
|
|
4,495
|
|
||
Definite and indefinite lived intangible assets
|
19,266
|
|
|
51,428
|
|
||
Net operating losses
|
79,991
|
|
|
70,645
|
|
||
Fixed assets
|
(28,550
|
)
|
|
(29,403
|
)
|
||
Gross non-current deferred tax assets/liabilities
|
90,173
|
|
|
108,776
|
|
||
Less valuation allowance
|
(97,959
|
)
|
|
(112,764
|
)
|
||
Net deferred tax liabilities
|
$
|
(7,786
|
)
|
|
$
|
(3,988
|
)
|
Balance as of December 29, 2013
|
$
|
1,109
|
|
Decreases based on tax positions prior to 2014 and tax attribute reductions
|
(69
|
)
|
|
Uncertain tax positions as of December 28, 2014
|
$
|
1,040
|
|
Increases based on tax positions in 2015 and tax attribute reductions
|
249
|
|
|
Uncertain tax positions as of December 27, 2015
|
$
|
1,289
|
|
Decreases based on tax positions prior to 2015
|
(113
|
)
|
|
Uncertain tax positions as of December 25, 2016
|
$
|
1,176
|
|
|
Year Ended
December 25, 2016 |
|
Year Ended
December 27, 2015 |
|
Year Ended
December 28, 2014 |
||||||
Numerator for earnings per share calculation:
|
|
|
|
|
|
||||||
Net income (loss)
|
$
|
31,641
|
|
|
$
|
67,614
|
|
|
$
|
(3,205
|
)
|
Denominator for earnings per share calculation:
|
|
|
|
|
|
||||||
Basic weighted average shares outstanding
|
45,234,369
|
|
|
44,039,415
|
|
|
31,969,599
|
|
|||
Effect of dilutive securities:
|
|
|
|
|
|
||||||
Stock Options and Restricted Stock Grants
|
82,538
|
|
|
169,699
|
|
|
—
|
|
|||
Diluted weighted average shares outstanding
|
45,316,907
|
|
|
44,209,114
|
|
|
31,969,599
|
|
|||
|
|
|
|
|
|
||||||
Basic net income (loss) per share
|
$
|
0.70
|
|
|
$
|
1.54
|
|
|
$
|
(0.10
|
)
|
Diluted net income (loss) per share
|
$
|
0.70
|
|
|
$
|
1.53
|
|
|
$
|
(0.10
|
)
|
|
Number of Options
|
|
Weighted-Average Grant Date Fair Value
|
|
Weighted-Average Exercise Price
|
|
Weighted-Average Remaining Contractual Term (Years)
|
|
Aggregate Intrinsic Value ($000)
|
|||||||
Outstanding at December 28, 2014
|
745,062
|
|
|
$
|
3.98
|
|
|
$
|
15.71
|
|
|
|
|
|
||
Granted
|
700,000
|
|
|
$
|
5.92
|
|
|
$
|
21.70
|
|
|
|
|
|
||
Outstanding at December 27, 2015
|
1,445,062
|
|
|
$
|
4.92
|
|
|
$
|
18.61
|
|
|
8.9
|
|
$
|
2,995
|
|
Granted
|
862,500
|
|
|
$
|
2.65
|
|
|
$
|
16.00
|
|
|
|
|
|
||
Outstanding at December 25, 2016
|
2,307,562
|
|
|
$
|
4.07
|
|
|
$
|
17.64
|
|
|
8.7
|
|
$
|
186
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Exercisable at December 25, 2016
|
1,235,972
|
|
|
|
|
$
|
18.32
|
|
|
7.9
|
|
$
|
168
|
|
|
Net actuarial loss
|
||
Balance at December 28, 2014
|
$
|
(4,469
|
)
|
Other comprehensive income before reclassifications
|
1,227
|
|
|
Amounts reclassified from accumulated other comprehensive loss
(1)
|
84
|
|
|
Net current period other comprehensive income, net of taxes
|
1,311
|
|
|
Balance at December 27, 2015
|
$
|
(3,158
|
)
|
Other comprehensive income before reclassifications
|
(816
|
)
|
|
Amounts reclassified from accumulated other comprehensive loss
(1)
|
(3
|
)
|
|
Net current period other comprehensive income, net of taxes
|
(819
|
)
|
|
Balance at December 25, 2016
|
$
|
(3,977
|
)
|
|
(1)
|
This accumulated other comprehensive income (loss) component is included in the computation of net periodic benefit cost. See Note 13 “Pension and Postretirement Benefits”.
|
|
Amounts Reclassified from Accumulated Other
Comprehensive Loss
|
|
Affected Line Item in the
Consolidated Statements of
Operations and
Comprehensive Loss
|
||||||||||
|
Year Ended
December 25, 2016 |
|
Year Ended
December 27, 2015 |
|
Year Ended
December 28, 2014 |
|
|||||||
Amortization of unrecognized loss
|
$
|
(3
|
)
|
|
$
|
84
|
|
|
$
|
—
|
|
|
(1)
|
Amounts reclassified from accumulated other comprehensive loss
|
(3
|
)
|
|
84
|
|
|
—
|
|
|
Income before income taxes
|
|||
Income tax benefit
|
—
|
|
|
—
|
|
|
—
|
|
|
Income tax (benefit) expense
|
|||
Amounts reclassified from accumulated other comprehensive loss, net of taxes
|
$
|
(3
|
)
|
|
$
|
84
|
|
|
$
|
—
|
|
|
Net income
|
|
(1)
|
This accumulated other comprehensive income (loss) component is included in the computation of net periodic benefit cost and recognized in income (loss) before income taxes. See Note 13 “Pension and Postretirement Benefits”.
|
|
Pension
|
|
Postretirement
|
||||||||||||
|
Year Ended
December 25, 2016 |
|
Year Ended
December 27, 2015 |
|
Year Ended
December 25, 2016 |
|
Year Ended
December 27, 2015 |
||||||||
Change in projected benefit obligation:
|
|
|
|
|
|
|
|
||||||||
Benefit obligation at beginning of period
|
$
|
26,161
|
|
|
$
|
28,297
|
|
|
$
|
5,630
|
|
|
$
|
6,547
|
|
Benefit obligation assumed during the period
|
52,312
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Service cost
|
300
|
|
|
300
|
|
|
14
|
|
|
19
|
|
||||
Interest cost
|
3,255
|
|
|
1,149
|
|
|
213
|
|
|
223
|
|
||||
Actuarial loss (gain)
|
1,267
|
|
|
(1,949
|
)
|
|
(555
|
)
|
|
(922
|
)
|
||||
Benefits and expenses paid
|
(4,972
|
)
|
|
(1,636
|
)
|
|
(306
|
)
|
|
(247
|
)
|
||||
Participant contributions
|
—
|
|
|
—
|
|
|
33
|
|
|
24
|
|
||||
Employer implicit subsidy fulfilled
|
—
|
|
|
—
|
|
|
(19
|
)
|
|
(14
|
)
|
||||
Projected benefit obligation at end of period
|
$
|
78,323
|
|
|
$
|
26,161
|
|
|
$
|
5,010
|
|
|
$
|
5,630
|
|
Change in plan assets:
|
|
|
|
|
|
|
|
||||||||
Fair value of plan assets at beginning of period
|
$
|
20,560
|
|
|
$
|
21,304
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Fair value of plan assets assumed during the period
|
36,012
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Actual return on plan assets
|
4,069
|
|
|
(8
|
)
|
|
—
|
|
|
—
|
|
||||
Employer contributions
|
1,597
|
|
|
900
|
|
|
—
|
|
|
—
|
|
||||
Benefits paid
|
(4,666
|
)
|
|
(1,471
|
)
|
|
—
|
|
|
—
|
|
||||
Expenses paid
|
(306
|
)
|
|
(165
|
)
|
|
—
|
|
|
—
|
|
||||
Fair value of plan assets at end of period
|
$
|
57,266
|
|
|
$
|
20,560
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Reconciliation of funded status:
|
|
|
|
|
|
|
|
||||||||
Benefit obligation at end of period
|
$
|
(78,323
|
)
|
|
$
|
(26,161
|
)
|
|
$
|
(5,010
|
)
|
|
$
|
(5,630
|
)
|
Fair value of assets at end of period
|
57,266
|
|
|
20,560
|
|
|
—
|
|
|
—
|
|
||||
Funded status
|
(21,057
|
)
|
|
(5,601
|
)
|
|
(5,010
|
)
|
|
(5,630
|
)
|
||||
Unrecognized actuarial loss (gain)
|
4,803
|
|
|
3,526
|
|
|
(826
|
)
|
|
(368
|
)
|
||||
Net accrued benefit cost
|
$
|
(16,254
|
)
|
|
$
|
(2,075
|
)
|
|
$
|
(5,836
|
)
|
|
$
|
(5,998
|
)
|
Balance sheet presentation:
|
|
|
|
|
|
|
|
||||||||
Accrued liabilities
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
358
|
|
|
$
|
417
|
|
Pension and other postretirement benefit obligations
|
21,057
|
|
|
5,601
|
|
|
4,652
|
|
|
5,213
|
|
||||
Accumulated other comprehensive (loss) income
|
(4,803
|
)
|
|
(3,526
|
)
|
|
826
|
|
|
368
|
|
||||
Net accrued benefit cost
|
$
|
16,254
|
|
|
$
|
2,075
|
|
|
$
|
5,836
|
|
|
$
|
5,998
|
|
Comparison of obligations to plan assets:
|
|
|
|
|
|
|
|
||||||||
Projected benefit obligation
|
$
|
78,323
|
|
|
$
|
26,161
|
|
|
$
|
5,010
|
|
|
$
|
5,630
|
|
Accumulated benefit obligation
|
78,323
|
|
|
26,161
|
|
|
5,010
|
|
|
5,630
|
|
||||
Fair value of plan assets
|
57,266
|
|
|
20,560
|
|
|
—
|
|
|
—
|
|
|
Pension
|
|
|
Postretirement
|
||||||||||||||||||||
|
Year Ended
December 25, 2016 |
|
Year Ended
December 27, 2015 |
|
Year
Ended December 28, 2014 |
|
|
Year Ended
December 25, 2016 |
|
Year Ended
December 27, 2015 |
|
Year
Ended December 28, 2014 |
||||||||||||
Components of net periodic benefit cost:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Service cost
|
$
|
300
|
|
|
$
|
300
|
|
|
$
|
300
|
|
|
|
$
|
14
|
|
|
$
|
19
|
|
|
$
|
21
|
|
Interest cost
|
3,255
|
|
|
1,149
|
|
|
1,191
|
|
|
|
213
|
|
|
223
|
|
|
245
|
|
||||||
Expected return on plan assets
|
(4,174
|
)
|
|
(1,636
|
)
|
|
(1,624
|
)
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Amortization of unrecognized loss
|
94
|
|
|
84
|
|
|
—
|
|
|
|
(97
|
)
|
|
—
|
|
|
—
|
|
||||||
Net periodic benefit cost
|
$
|
(525
|
)
|
|
$
|
(103
|
)
|
|
$
|
(133
|
)
|
|
|
$
|
130
|
|
|
$
|
242
|
|
|
$
|
266
|
|
Other changes in plan assets and benefit obligations recognized in other comprehensive income:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net actuarial loss (gain)
|
$
|
1,371
|
|
|
$
|
(305
|
)
|
|
$
|
4,549
|
|
|
|
$
|
(555
|
)
|
|
$
|
(922
|
)
|
|
$
|
378
|
|
Amortization of net actuarial (loss) gain
|
(94
|
)
|
|
(84
|
)
|
|
—
|
|
|
|
97
|
|
|
—
|
|
|
—
|
|
||||||
Total recognized in other comprehensive income (loss)
|
$
|
1,277
|
|
|
$
|
(389
|
)
|
|
$
|
4,549
|
|
|
|
$
|
(458
|
)
|
|
$
|
(922
|
)
|
|
$
|
378
|
|
|
Pension
|
|
Postretirement
|
||||||||
|
December 25, 2016
|
|
December 27, 2015
|
|
December 25, 2016
|
|
December 27, 2015
|
||||
Weighted average discount rate
|
4.1
|
%
|
|
4.7
|
%
|
|
3.9
|
%
|
|
4.3
|
%
|
Rate of increase in future compensation levels
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Expected return on assets
|
7.6
|
%
|
|
7.75
|
%
|
|
—
|
|
|
—
|
|
Current year medical trend
|
—
|
|
|
—
|
|
|
6.9
|
%
|
|
7.2
|
%
|
Ultimate year medical trend
|
—
|
|
|
—
|
|
|
4.5
|
%
|
|
4.5
|
%
|
Year of ultimate trend
|
—
|
|
|
—
|
|
|
2025
|
|
|
2026
|
|
|
Pension
|
|
Postretirement
|
||||||||||||||
|
Year Ended
December 25, 2016 |
|
Year Ended
December 27, 2015 |
|
Year
Ended December 28, 2014 |
|
Year Ended
December 25, 2016 |
|
Year Ended
December 27, 2015 |
|
Year
Ended December 28, 2014 |
||||||
Weighted average discount rate
|
3.9
|
%
|
|
4.2
|
%
|
|
5.0
|
%
|
|
4.3
|
%
|
|
3.8
|
%
|
|
4.5
|
%
|
Rate of increase in future compensation levels
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Expected return on assets
|
7.6
|
%
|
|
7.75
|
%
|
|
8.0
|
%
|
|
—
|
|
|
—
|
|
|
—
|
|
Current year medical trend
|
—
|
|
|
—
|
|
|
—
|
|
|
7.2
|
%
|
|
7.3
|
%
|
|
7.8
|
%
|
Ultimate year medical trend
|
—
|
|
|
—
|
|
|
—
|
|
|
4.5
|
%
|
|
4.8
|
%
|
|
4.8
|
%
|
Year of ultimate trend
|
—
|
|
|
—
|
|
|
—
|
|
|
2026
|
|
|
2025
|
|
|
2025
|
|
|
Year Ended
December 25, 2016 |
|
Year Ended
December 27, 2015 |
||||||||||
|
Dollar
|
|
Percent
|
|
Dollar
|
|
Percent
|
||||||
Equity mutual funds
|
$
|
35,319
|
|
|
62
|
%
|
|
$
|
14,138
|
|
|
69
|
%
|
Fixed income mutual funds
|
14,449
|
|
|
25
|
%
|
|
5,215
|
|
|
25
|
%
|
||
Cash and cash equivalents
|
824
|
|
|
1
|
%
|
|
789
|
|
|
4
|
%
|
||
Other
|
6,674
|
|
|
12
|
%
|
|
418
|
|
|
2
|
%
|
||
Total
|
$
|
57,266
|
|
|
100
|
%
|
|
$
|
20,560
|
|
|
100
|
%
|
|
Pension
|
|
Postretirement
|
||||
2017
|
$
|
4,619
|
|
|
$
|
365
|
|
2018
|
4,653
|
|
|
382
|
|
||
2019
|
4,686
|
|
|
364
|
|
||
2020
|
4,713
|
|
|
356
|
|
||
2021
|
4,718
|
|
|
361
|
|
||
2022-2026
|
23,697
|
|
|
1,618
|
|
||
Employer contribution expected to be paid during the year ending December 31, 2017
|
$
|
1,834
|
|
|
$
|
365
|
|
•
|
The Company plays no part in the management of plan investments or any other aspect of plan administration.
|
•
|
Assets contributed to the multi-employer plan by one employer may be used to provide benefits to employees of other participating employers.
|
•
|
If a participating employer stops contributing to the plan, the unfunded obligations of the plan may be borne by the remaining participating employers.
|
•
|
If the Company chooses to stop participating in some of its multi-employer plans, the Company may be required to pay those plans an amount based on the unfunded status of the plan, referred to as withdrawal liability.
|
|
EIN Number/
|
|
Zone
Status
|
|
FIP/RP
Status
Pending/
|
|
Contributions
(in thousands)
|
|
Surcharge
|
|
Expiration
|
||||||||||||
Pension Plan Name
|
Plan Number
|
|
2016
|
|
2015
|
|
Implemented
|
|
2016
|
|
2015
|
|
2014
|
|
Imposed
|
|
Dates of CBAs
|
||||||
CWA/ITU Negotiated Pension Plan
|
13-6212879/001
|
|
Critical and Declining
|
|
Critical
|
|
Implemented
|
|
$
|
11
|
|
|
$
|
12
|
|
|
$
|
13
|
|
|
No
|
|
May 4, 2017
|
GCIU—Employer Retirement Benefit Plan
(1)
|
91-6024903/001
|
|
Critical and Declining
|
|
Critical
|
|
Implemented
|
|
89
|
|
|
99
|
|
|
102
|
|
|
No
|
|
Under negotiation
|
|||
The Newspaper Guild International Pension Plan
(1)
|
52-1082662/001
|
|
Critical and Declining
|
|
Critical
|
|
Implemented
|
|
40
|
|
|
38
|
|
|
39
|
|
|
No
|
|
July 1, 2018 and November 14, 2018
|
|||
Total
|
|
|
|
|
|
|
|
|
$
|
140
|
|
|
$
|
149
|
|
|
$
|
154
|
|
|
|
|
|
|
(1)
|
This plan has elected to utilize special amortization provisions provided under the Preservation of Access to Care for Medicare Beneficiaries and Pension Relief Act of 2010.
|
•
|
Level 1: Observable inputs such as quoted prices in active markets for identical assets or liabilities;
|
•
|
Level 2: Inputs other than quoted prices included within Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities or market corroborated inputs; and
|
•
|
Level 3: Unobservable inputs for which there is little or no market data and which require us to develop our own assumptions about how market participants price the asset or liability.
|
•
|
Market approach—Uses prices and other relevant information generated by market transactions involving identical or comparable assets or liabilities;
|
•
|
Income approach—Uses valuation techniques to convert future amounts to a single present amount based on current market expectation about those future amounts;
|
•
|
Cost approach—Based on the amount that currently would be required to replace the service capacity of an asset (replacement cost).
|
|
Fair Value Measurements at Reporting Date Using
|
|
|
||||||||||||
|
Quoted Prices in
Active Markets for
Identical Assets
(Level 1)
|
|
Significant Other
Observable
Inputs
(Level 2)
|
|
Significant
Unobservable
Inputs
(Level 3)
|
|
Total Fair Value
Measurements
|
||||||||
As of December 25, 2016
|
|
|
|
|
|
|
|
||||||||
Assets
|
|
|
|
|
|
|
|
||||||||
Cash and cash equivalents
|
$
|
172,246
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
172,246
|
|
Restricted cash
|
3,406
|
|
|
—
|
|
|
—
|
|
|
3,406
|
|
||||
As of December 27, 2015
|
|
|
|
|
|
|
|
||||||||
Assets
|
|
|
|
|
|
|
|
||||||||
Cash and cash equivalents
|
$
|
146,638
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
146,638
|
|
Restricted cash
|
6,967
|
|
|
—
|
|
|
—
|
|
|
6,967
|
|
|
Quarter Ended March 27
|
|
Quarter Ended June 26
|
|
Quarter Ended September 25
|
|
Quarter Ended December 25
|
||||||||
Year Ended December 25, 2016
|
|
|
|
|
|
|
|
||||||||
Revenues
|
$
|
300,104
|
|
|
$
|
314,830
|
|
|
$
|
306,838
|
|
|
$
|
333,584
|
|
Operating income
|
7,030
|
|
|
16,745
|
|
|
10,628
|
|
|
26,968
|
|
||||
(Loss) income before income taxes
|
(160
|
)
|
|
9,312
|
|
|
3,299
|
|
|
16,871
|
|
||||
Net income
|
4,967
|
|
|
9,383
|
|
|
2,795
|
|
|
14,496
|
|
||||
Basic income per share
|
$
|
0.11
|
|
|
$
|
0.21
|
|
|
$
|
0.06
|
|
|
$
|
0.31
|
|
Diluted income per share
|
$
|
0.11
|
|
|
$
|
0.21
|
|
|
$
|
0.06
|
|
|
$
|
0.31
|
|
|
Quarter Ended March 29
|
|
Quarter Ended June 28
|
|
Quarter Ended September 27
|
|
Quarter Ended December 27
|
||||||||
Year Ended December 27, 2015
|
|
|
|
|
|
|
|
||||||||
Revenues
|
$
|
250,617
|
|
|
$
|
299,493
|
|
|
$
|
312,056
|
|
|
$
|
333,649
|
|
Gain on sale of assets
|
—
|
|
|
—
|
|
|
—
|
|
|
(57,072
|
)
|
||||
Mastheads impairment
|
—
|
|
|
—
|
|
|
—
|
|
|
4,800
|
|
||||
Operating income
|
2,601
|
|
|
19,498
|
|
|
14,648
|
|
|
66,678
|
|
||||
(Loss) income before income taxes
|
(6,392
|
)
|
|
11,894
|
|
|
6,819
|
|
|
58,697
|
|
||||
Net (loss) income
|
(6,066
|
)
|
|
11,195
|
|
|
6,109
|
|
|
56,376
|
|
||||
Basic (loss) income per share
|
$
|
(0.14
|
)
|
|
$
|
0.25
|
|
|
$
|
0.14
|
|
|
$
|
1.27
|
|
Diluted (loss) income per share
|
$
|
(0.14
|
)
|
|
$
|
0.25
|
|
|
$
|
0.14
|
|
|
$
|
1.26
|
|
Plan Category
|
Number of Securities
to be Issued Upon
Exercise of
Outstanding
Options, Warrants
and Rights
|
|
Weighted-Average
Exercise Price of
Outstanding Options,
Warrants and Rights
|
|
Number of Securities
Remaining Available for
Future Issuance Under
Equity Compensation
Plans (Excluding
Securities Reflected in
Column (a))
|
|||
|
(a)
|
|
(b)
|
|
(c)
|
|||
Equity compensation plans approved by security holders
|
—
|
|
|
—
|
|
|
14,809,915
|
|
Equity compensation plans not approved by security holders
|
—
|
|
|
—
|
|
|
—
|
|
Totals
|
—
|
|
|
|
|
14,809,915
|
|
Description
|
Balance at
Beginning
of Period
|
|
Charges to (Benefits from)
Earnings
|
|
Charges
to Other
Accounts
|
|
Deductions
|
|
Balance at
End of
Period
|
||||||||||
Allowance for doubtful accounts
|
|
|
|
|
|
|
|
|
|
||||||||||
Year ended December 25, 2016
|
$
|
4,479
|
|
|
$
|
4,399
|
|
|
$
|
—
|
|
|
$
|
(3,400
|
)
|
|
$
|
5,478
|
|
Year ended December 27, 2015
|
$
|
3,462
|
|
|
$
|
1,906
|
|
|
$
|
—
|
|
|
$
|
(889
|
)
|
(1)
|
$
|
4,479
|
|
Year ended December 28, 2014
|
$
|
349
|
|
|
$
|
3,232
|
|
|
$
|
—
|
|
|
$
|
(119
|
)
|
(1)
|
$
|
3,462
|
|
Deferred tax valuation allowance
|
|
|
|
|
|
|
|
|
|
||||||||||
Year ended December 25, 2016
|
$
|
112,764
|
|
|
$
|
(15,126
|
)
|
|
$
|
321
|
|
(3)
|
$
|
—
|
|
|
$
|
97,959
|
|
Year ended December 27, 2015
|
$
|
139,936
|
|
|
$
|
(26,660
|
)
|
|
$
|
(512
|
)
|
(3)
|
$
|
—
|
|
|
$
|
112,764
|
|
Year ended December 28, 2014
|
$
|
164,770
|
|
|
$
|
(26,762
|
)
|
(2)
|
$
|
1,928
|
|
(3)
|
$
|
—
|
|
|
$
|
139,936
|
|
|
(1)
|
Amounts are primarily related to the write off of fully reserved accounts receivable.
|
(2)
|
Amount is primarily attributable to finalization of tax attribute reduction adjustments from the cancellation of indebtedness.
|
(3)
|
Amount relates to a valuation allowance for a pension actuarial loss recorded in accumulated other comprehensive income (loss).
|
Exhibit No.
|
|
Description
|
|
|
|
2.1
|
|
Share Purchase Agreement, dated as of January 28, 2007, by and among SureWest Communications, as Seller, SureWest Directories and GateHouse Media, Inc., as Purchaser (incorporated herein by reference to Exhibit 2.1 to GateHouse Media, Inc.’s Current Report on Form 8-K, filed March 1, 2007).
|
2.2
|
|
Amended and Restated Asset Purchase Agreement, dated April 12, 2007, by and among Gannett Satellite Information Network, Inc., Gannett River States Publishing Corporation, Pacific and Southern Company, Inc., Federated Publications, Inc., Media West—GSI, Inc., Media West—GRS, Inc., as Sellers, and GateHouse Media Illinois Holdings, Inc., as Buyer, and GateHouse Media, Inc., as Buyer guarantor (incorporated herein by reference to Exhibit 2.1 to GateHouse Media, Inc’s Current Report on Form 8-K, filed May 8, 2007).
|
2.3
|
|
Asset Purchase Agreement, dated April 12, 2007, by and among Gannett Satellite Information Network, Inc., Media West—GSI, Inc., as Sellers, GateHouse Media Illinois Holdings, Inc., as Buyer, and GateHouse Media, Inc., as Buyer guarantor (incorporated herein by reference to Exhibit 2.2 to GateHouse Media, Inc’s Current Report on Form 8-K, filed May 8, 2007).
|
2.4
|
|
Stock Purchase Agreement dated as of June 28, 2013 by and among Dow Jones Ventures VII, Inc., Dow Jones Local Media Group, Inc., Newcastle Investment Corp. and Dow Jones & Company, Inc. (incorporated herein by reference to Exhibit 2.7 to New Media Investment Group Inc.’s Registration Statement on Form 10/A (File No. 001-36097), filed November 8, 2013).
|
2.5
|
|
Debtors’ Joint Prepackaged Chapter 11 Plan (incorporated herein by reference to Exhibit 2.8 to New Media Investment Group Inc.’s Registration Statement on Form 10/A (File No. 001-36097), filed November 8, 2013).
|
2.6
|
|
Debtors’ Findings of Fact and Conclusions of Law and Order Approving Debtors’ Disclosure Statement For, and Confirming, Debtors’ Joint Prepackaged Chapter 11 Plan (incorporated herein by reference to Exhibit 2.9 to New Media Investment Group Inc.’s Registration Statement on Form 10/A (File No. 001-36097), filed November 8, 2013).
|
2.7
|
|
Asset Purchase Agreement, dated as of July 22, 2014, among The Providence Journal Company, as Seller, and LMG Rhode Island Holdings, Inc., as Buyer (incorporated herein by reference to Exhibit 2.1 to New Media Investment Group Inc.’s Current Report on Form 8-K, filed September 3, 2014).
|
2.8
|
|
Asset Purchase Agreement dated as of November 20, 2014, by and among Cummings Acquisition, Inc. and the sellers party thereto (incorporated by reference to Exhibit 2.1 to New Media Investment Group Inc.’s Current Report on Form 8-K, filed November 28, 2014).
|
2.9
|
|
Amendment to the Asset Purchase Agreement, dated as of January 9, 2015, by and among Cummings Acquisition, Inc. and the sellers party thereto (incorporated herein by reference to Exhibit 2.2 to New Media Investment Group Inc.’s Current Report on Form 8-K, filed January 12, 2015).
|
2.10
|
|
Asset Purchase Agreement dated as of February 19, 2015, by and among DB Acquisition, Inc. and the sellers party thereto (incorporated by reference to Exhibit 2.1 to New Media Investment Group Inc.’s Current Report on Form 8-K, filed February 23, 2015).
|
2.11
|
|
Asset Purchase Agreement dated as of June 3, 2015, by and among The Dispatch Printing Company, Consumer News Services, Inc., Dispatch Consumer Services, Inc. , GateHouse Media Ohio Holdings II, Inc. and GateHouse Media Operating, LLC (incorporated by reference to Exhibit 2.1 to New Media Investment Group Inc.’s Current Report on Form 8-K, filed June 15, 2015).
|
2.12
|
|
Amended and Restated Share Purchase Agreement effective as of December 10, 2015, by and among DB Acquisition, Inc., Las Vegas Review-Journal, Inc. (fka DB Nevada Holdings, Inc) and News + Media Capital Group LLC.
|
3.1
|
|
Amended and Restated Certificate of Incorporation of New Media Investment Group Inc. (incorporated herein by reference to Exhibit 3.1 to New Media Investment Group Inc.’s Registration Statement on Form S-1/A (Registration No. 333-192736), filed January 15, 2014).
|
3.2
|
|
Amended and Restated Bylaws of New Media Investment Group Inc. (incorporated herein by reference to Exhibit 3.2 to New Media Investment Group Inc.’s Registration Statement on Form S-1/A (Registration No. 333-192736), filed January 15, 2014).
|
4.1
|
|
Form of Registration Rights Agreement between New Media Investment Group Inc. and Omega Advisors, Inc. (incorporated herein by reference to Exhibit 4.5 to New Media Investment Group Inc.’s Registration Statement on Form 10/A (File No. 001-36097), filed November 8, 2013).
|
4.2
|
|
Global Warrant Certificate of New Media Investment Group Inc. (included in Exhibit 10.15).
|
4.3
|
|
Global Warrant Certificate of New Media Investment Group Inc. (amended) (included in Exhibit 10.23).
|
*10.1
|
|
Liberty Group Publishing, Inc. Publisher’s Deferred Compensation Plan (incorporated herein by reference to Exhibit 10.2 to GateHouse Media, Inc’s Registration Statement on Form S-1 (Registration No. 333-135944), filed July 21, 2006).
|
Exhibit No.
|
|
Description
|
*10.2
|
|
Liberty Group Publishing, Inc. Executive Benefit Plan (incorporated herein by reference to Exhibit 10.3 to GateHouse Media, Inc’s Registration Statement on Form S-1 (Registration No. 333-135944), filed July 21, 2006).
|
*10.3
|
|
Liberty Group Publishing, Inc. Executive Deferral Plan (incorporated herein by reference to Exhibit 10.4 to GateHouse Media, Inc’s Registration Statement on Form S-1 (Registration No. 333-135944), filed July 21, 2006).
|
10.4
|
|
Form of Indemnification Agreement to be entered into by New Media Investment Group Inc. with each of its executive officers and directors (incorporated herein by reference to Exhibit 10.11 to New Media Investment Group Inc.’s Registration Statement on Form 10/A (File No. 001-36097), filed November 8, 2013).
|
10.5
|
|
License Agreement, dated as of February 28, 2007, by and between SureWest Communications and GateHouse Media, Inc. (incorporated herein by reference to Exhibit 10.1 to GateHouse Media, Inc.’s Current Report on Form 8-K (Items 1.01, 2.01, and 9.01), filed March 1, 2007).
|
10.6
|
|
Amended and Restated Credit Agreement, dated as of February 27, 2007, among GateHouse Media Holdco, Inc., as Holdco, GateHouse Media Operating, Inc., as the Company, GateHouse Media Massachusetts I, Inc., GateHouse Media Massachusetts II, Inc., and ENHE Acquisition, LLC, as Subsidiary Borrowers, the Domestic Subsidiaries of Holdco from time to time Parties thereto, as Guarantors, the Lenders Parties thereto, Goldman Sachs Credit Partners L.P., as Syndication Agent, Morgan Stanley Senior Funding, Inc., and BMO Capital Markets Financing, Inc., as co-documentation Agents and Cortland Products Corp., as successor to Wells Fargo Bank, as Administrative Agent, Wachovia Capital Markets, LLC, as Goldman Sachs Credit Partners, L.P., General Electric Capital Corporation and Morgan Stanley Senior Funding, Inc., as Joint Lead Arrangers and Joint Book Runners (incorporated herein by reference to Exhibit 10.1 to GateHouse Media, Inc.’s Current Report on Form 8-K (Items 1.01, 2.03, and 9.01), filed March 1, 2007).
|
10.7
|
|
Amended and Restated Security Agreement, dated as of February 28, 2007, among GateHouse Media Holdco, Inc., as Holdco, GateHouse Media Operating, Inc., as the Company, GateHouse Media Massachusetts I, Inc., GateHouse Media Massachusetts II, Inc., and ENHE Acquisition, LLC, as Subsidiary Borrowers, the Domestic Subsidiaries of Holdco from time to time Parties thereto, as Guarantors, and Wells Fargo Bank, as Administrative Agent, Wachovia Capital Markets, LLC, as Goldman Sachs Credit Partners, L.P., General Electric Capital Corporation and Morgan Stanley Senior Funding, Inc., as Joint Lead Arrangers and Joint Book Runners (incorporated herein by reference to Exhibit 10.2 to GateHouse Media, Inc.’s Current Report on Form 8-K (Items 1.01, 2.03, and 9.01), filed March 1, 2007).
|
10.8
|
|
Amended and Restated Pledge Agreement, dated as of February 28, 2007, among GateHouse Media Holdco, Inc., as Holdco, GateHouse Media Operating, Inc., as the Company, GateHouse Media Massachusetts I, Inc., GateHouse Media Massachusetts II, Inc., and ENHE Acquisition, LLC, as Subsidiary Borrowers, the Domestic Subsidiaries of Holdco from time to time Parties thereto, as Guarantors, and Wells Fargo Bank, as Administrative Agent, for the several banks and other financial institutions as may from time to time becomes parties to such Credit Agreement (incorporated herein by reference to Exhibit 10.3 to GateHouse Media, Inc.’s Current Report on Form 8-K (Items 1.01, 2.03, and 9.01), filed March 1, 2007).
|
10.9
|
|
First Amendment to Amended and Restated Credit Agreement, dated as of May 7, 2007, by and among GateHouse Media Holdco, Inc., as Holdco, GateHouse Media Operating, Inc., as the Company, GateHouse Media Massachusetts I, Inc., GateHouse Media Massachusetts II, Inc. and ENHE Acquisition, LLC, as Subsidiary Borrowers, the Domestic Subsidiaries of Holdco from time to time Parties thereto, as Guarantors, the Lenders Parties thereto, and Wells Fargo Bank, as Administrative Agent (incorporated herein by reference to Exhibit 99.1 to GateHouse Media, Inc.’s Current Report on Form 8-K, filed May 11, 2007).
|
10.10
|
|
Second Amendment to Amended and Restated Credit Agreement, dated as of February 3, 2009, by and among GateHouse Media Holdco, Inc., as Holdco, GateHouse Media Operating, Inc., as the Company, GateHouse Media Massachusetts I, Inc., GateHouse Media Massachusetts II, Inc. and ENHE Acquisition, LLC, as Subsidiary Borrowers, the Domestic Subsidiaries of Holdco from time to time Parties thereto, as Guarantors, the Lenders Parties thereto, and Wells Fargo Bank, as Administrative Agent (incorporated herein by reference to Exhibit 99.1 to GateHouse Media, Inc.’s Current Report on Form 8-K, filed February 5, 2009).
|
*10.11
|
|
Employment Agreement dated as of January 9, 2009, by and among GateHouse Media, Inc., GateHouse Media Operating Inc., and Kirk Davis (incorporated herein by reference to Exhibit 10.1 to GateHouse Media, Inc.’s Current Report on Form 8-K, filed January 9, 2009).
|
*10.12
|
|
Form of amendment to Employment Agreement for Kirk Davis (incorporated herein by reference to Exhibit 10.23 to GateHouse Media, Inc.’s Annual Report on Form 10-K, filed March 8, 2012).
|
Exhibit No.
|
|
Description
|
10.13
|
|
Agency Succession and Amendment Agreement, dated as of March 30, 2011 by and among GateHouse Media Holdco, Inc., GateHouse Media Operating, Inc., GateHouse Media Massachusetts I, Inc., GateHouse Media Massachusetts II, Inc., ENHE Acquisition, LLC, each of those domestic subsidiaries of Holdco identified as a “Guarantor” on the signature pages of the Credit Agreement, Wells Fargo Bank, N.A., successor-by-merger to Wachovia Bank, National Association, as the resigning Administrative Agent, and the Successor Agent (incorporated herein by reference to Exhibit 99.1 to GateHouse Media, Inc.’s Current Report on Form 8-K, filed April 7, 2011).
|
10.14
|
|
Credit Amendment, dated as of September 3, 2013, by and among GateHouse Media Holdco, Inc. (“Holdco”), GateHouse Media Operating, Inc., GateHouse Media Massachusetts I, Inc., GateHouse Media Massachusetts II, Inc. and ENHE Acquisition, LLC, those subsidiaries of Holdco party hereto as Guarantors and the Required Lenders party hereto (incorporated herein by reference to Exhibit 4.3 to GateHouse Media, Inc’s Current Report on Form 8-K, filed September 11, 2013).
|
10.15
|
|
Warrant Agreement dated as of November 26, 2013 between New Media Investment Group Inc. and American Stock Transfer & Trust Company, LLC (incorporated herein by reference to Exhibit 10.27 to New Media Investment Group Inc.’s Registration Statement on Form S-1 (Registration No. 333-192736), filed December 10, 2013).
|
10.16
|
|
Form of Management Agreement between New Media Investment Group Inc. and FIG LLC (incorporated herein by reference to Exhibit 10.28 to New Media Investment Group Inc.’s Registration Statement on Form 10 (File No. 001-36097), filed September 27, 2013).
|
10.17
|
|
Contribution Agreement dated November 26, 2013 between Newcastle Investment Corp. and New Media Investment Group Inc. (incorporated herein by reference to Exhibit 10.29 to New Media Investment Group Inc.’s Registration Statement on Form S-1 (Registration No. 333-192736), filed December 10, 2013).
|
10.18
|
|
Form of Cooperation Agreement between Newcastle Investment Corp. and New Media Investment Group Inc. (incorporated herein by reference to Exhibit 10.30 to New Media Investment Group Inc.’s Registration Statement on Form 10/A (File No. 001-36097), filed November 8, 2013).
|
10.19
|
|
Form of Assignment Agreement between Newcastle Investment Corp. and New Media Investment Group Inc. (incorporated herein by reference to Exhibit 10.31 to New Media Investment Group Inc.’s Registration Statement on Form 10/A (File No. 001-36097), filed November 8, 2013).
|
10.20
|
|
Revolving Credit, Term Loan and Security Agreement, dated as of November 26, 2013 by and among GateHouse Media, Inc., GateHouse Media Intermediate Holdco, Inc., certain wholly-owned subsidiaries of GateHouse Media Intermediate Holdco, Inc., PNC Bank, National Association, as the administrative agent, Crystal Financial LLC, as term loan B agent, and each of the lenders party thereto (incorporated herein by reference to Exhibit 10.33 to New Media Investment Group Inc.’s Registration Statement on Form S-1 (Registration No. 333-192736), filed December 10, 2013).
|
10.21
|
|
Term Loan and Security Agreement dated November 26, 2013 by and among GateHouse Media, Inc., GateHouse Media Intermediate Holdco Inc., certain wholly-owned subsidiaries of GateHouse Media Intermediate Holdco, Inc., Mutual Quest Fund and each of the lenders party thereto (incorporated herein by reference to Exhibit 10.34 to New Media Investment Group Inc.’s Registration Statement on Form S-1 (Registration No. 333-192736), filed December 10, 2013).
|
*10.22
|
|
New Media Investment Group Inc. Nonqualified Stock Option and Incentive Award Plan (incorporated herein by reference to Exhibit 10.1 to New Media Investment Group Inc.’s Current Report on Form 8-K, filed February 7, 2014).
|
10.23
|
|
Amended and Restated Warrant Agreement dated January 15, 2014 between New Media Investment Group Inc. and American Stock & Transfer Company, LLC (incorporated herein by reference to Exhibit 10.37 to New Media Investment Group Inc.’s Registration Statement on Form S-1/A (Registration No. 333-192736), filed January 28, 2014).
|
*10.24
|
|
Form of New Media Investment Group Inc. Non-Officer Director Restricted Stock Grant Agreement (incorporated herein by reference to Exhibit 10.2 to New Media Investment Group Inc.’s Current Report on Form 8-K, filed February 7, 2014).
|
10.25
|
|
Amended and Restated Management Agreement, dated as of February 14, 2014, between New Media Investment Group Inc. and FIG LLC (incorporated by reference to Exhibit 10.37 of New Media Investment Group Inc.’s Annual Report on Form 10-K, filed March 19, 2014).
|
*10.26
|
|
Form of Nonqualified Stock Option Agreement between New Media Investment Group Inc. and Fortress Operating Entity I LP (incorporated by reference to Exhibit 10.37 of New Media Investment Group Inc.’s Annual Report on Form 10-K, filed March 19, 2014)
|
*10.27
|
|
Form of Tandem Award Agreement between New Media Investment Group Inc. and FIG LLC (incorporated by reference to Exhibit 10.37 of New Media Investment Group Inc.’s Annual Report on Form 10-K, filed March 19, 2014)
|
Exhibit No.
|
|
Description
|
10.28
|
|
Credit Agreement, dated as of June 4, 2014 among New Media Holdings I LLC, New Media Holdings II LLC, the several banks and other financial institutions or entities from time to time parties to this Agreement, as the Lenders, RBS Citizens, N.A. and Credit Suisse Securities (USA) LLC, as Joint Lead Arrangers and Joint Bookrunners, Credit Suisse AG, Cayman Islands Branch, as Syndication Agent, and Citizens Bank of Pennsylvania, together with any successor appointed in accordance with Section 8.9 of the Credit Agreement, as Administrative Agent (incorporated by reference to Exhibit 10.40 to New Media Investment Group Inc.’s Quarterly Report on Form 10-Q for the period ended June 29, 2014, filed July 31, 2014).
|
10.29
|
|
Pledge Agreement, dated as of June 4, 2014 among New Media Holdings II LLC, New Media Holdings I LLC, each of the subsidiary guarantors from time to time party thereto and Citizens Bank of Pennsylvania, in its capacity as Administrative Agent (incorporated by reference to Exhibit 10.41 to New Media Investment Group Inc.’s Quarterly Report on Form 10-Q for the period ended June 29, 2014, filed July 31, 2014).
|
10.30
|
|
Guarantee Agreement, dated as of June 4, 2014 made by New Media Holdings I LLC, each of the other guarantors party thereto in favor of Citizens Bank of Pennsylvania, as Administrative Agent (incorporated by reference to Exhibit 10.42 to New Media Investment Group Inc.’s Quarterly Report on Form 10-Q for the period ended June 29, 2014, filed July 31, 2014).
|
10.31
|
|
Security Agreement, dated as of June 4, 2014 among New Media Holdings I LLC, New Media Holdings II LLC, each of the subsidiary guarantors from time to time party thereto and Citizens Bank of Pennsylvania, in its capacity as Administrative Agent (incorporated by reference to Exhibit 10.43 to New Media Investment Group Inc.’s Quarterly Report on Form 10-Q for the period ended June 29, 2014, filed July 31, 2014).
|
10.32
|
|
Amendment to Credit Agreement, dated as of July 17, 2014 between Citizens Bank of Pennsylvania, New Media Holdings II LLC and New Media Holdings I LLC (incorporated by reference to Exhibit 10.44 to New Media Investment Group Inc.’s Quarterly Report on Form 10-Q for the period ended June 29, 2014, filed July 31, 2014).
|
10.33
|
|
First Amendment to Credit Agreement, dated as of September 3, 2014, among New Media Holdings I LLC, New Media Holdings II LLC, the loan parties party thereto, the several banks and other financial institutions or entities party thereto as incremental term lenders, and Citizens Bank of Pennsylvania, as administrative agent (incorporated by reference to Exhibit 10.1 to New Media Investment Group Inc.’s Current Report on Form 8-K, filed September 3, 2014).
|
10.34
|
|
Second Amendment to Credit Agreement, dated as of November 20, 2014, among New Media Holdings I LLC, New Media Holdings II LLC, the loan parties party thereto, the lenders party thereto, and Citizens Bank of Pennsylvania, as administrative agent (incorporated by reference to Exhibit 10.1 to New Media Investment Group Inc.’s Current Report on Form 8-K, filed November 28, 2014).
|
10.35
|
|
Parent Guaranty, dated as of November 20, 2014, among New Media Investment Group Inc., New Media Holdings I LLC and the sellers party thereto (incorporated by reference to Exhibit 10.1 to New Media Investment Group Inc.’s Current Report on Form 8-K, filed November 28, 2014).
|
10.36
|
|
Third Amendment to Credit Agreement, dated as of January 9, 2015, among New Media Holdings I LLC, New Media Holdings II LLC, the loan parties party thereto, the several banks and other financial institutions or entities party thereto as incremental term lenders, the revolving credit lenders and Citizens Bank of Pennsylvania, as administrative agent (incorporated herein by reference to Exhibit 10.1 to New Media Investment Group Inc.’s Current Report on Form 8-K, filed January 12, 2015).
|
10.37
|
|
Fourth Amendment to Credit Agreement, dated as of February 13, 2015, among New Media Holdings I LLC, New Media Holdings II LLC, the loan parties party thereto, the term loan lenders, the other lenders party thereto and Citizens Bank of Pennsylvania, as administrative agent (incorporated by reference to Exhibit 10.1 to New Media Investment Group Inc.’s Current Report on Form 8-K, filed February 20, 2015).
|
10.38
|
|
Parent Guaranty, dated as of February 19, 2015, among New Media Investment Group Inc., New Media Holdings I LLC and the sellers party thereto (incorporated by reference to Exhibit 10.1 to New Media Investment Group Inc.’s Current Report on Form 8-K, filed February 23, 2015).
|
**10.39
|
|
Amended and Restated Management and Advisory Agreement, dated March 6, 2015, between New Media Investment Group Inc. and FIG LLC. (included herewith).
|
10.40
|
|
Fifth Amendment to Credit Agreement, dated as of March 6, 2015, among New Media Holdings I LLC, New Media Holdings II LLC, the loan parties party thereto, HSBC Bank USA, National Association and Deutsche Bank AG New York Branch as additional lenders and Citizens Bank of Pennsylvania, as administrative agent (incorporated by reference to Exhibit 10.1 to New Media Investment Group Inc.’s Current Report on Form 8-K, filed March 12, 2015).
|
Exhibit No.
|
|
Description
|
10.41
|
|
Sixth Amendment to Credit Agreement, dated as of May 29, 2015, among New Media Holdings I LLC, New Media Holdings II LLC, the loan parties party thereto, the several banks and other financial institutions party thereto as the incremental term lenders and Citizens Bank of Pennsylvania, as administrative agent (incorporated by reference to Exhibit 10.1 to New Media Investment Group Inc.’s Current Report on Form 8-K, filed June 2, 2015).
|
**21
|
|
Subsidiaries of New Media Investment Group Inc. (included herewith).
|
**23
|
|
Consent of Ernst & Young LLP (included herewith).
|
**31.1
|
|
Rule 13a-14(a)/15d-14(d) Certification of Principal Executive Officer under the Securities Exchange Act of 1934 (included herewith).
|
**31.2
|
|
Rule 13a-14(a)/15d-14(d) Certification of Principal Financial Officer under the Securities Exchange Act of 1934 (included herewith).
|
**32.1
|
|
Section 1350 Certification (included herewith).
|
**32.2
|
|
Section 1350 Certification (included herewith).
|
** 101.INS
|
|
XBRL Instance Document
|
** 101.SCH
|
|
XBRL Taxonomy Extension Schema
|
** 101.CAL
|
|
XBRL Taxonomy Extension Calculation Linkbase
|
** 101.DEF
|
|
XBRL Taxonomy Extension Definition Linkbase
|
** 101.LAB
|
|
XBRL Taxonomy Extension Label Linkbase
|
** 101.PRE
|
|
XBRL Taxonomy Extension Presentation Linkbase
|
|
*
|
Asterisks identify management contracts and compensatory plans or arrangements.
|
**
|
Furnished electronically herewith.
|
NEW MEDIA INVESTMENT GROUP INC.
|
|
||
|
|
|
|
By:
|
|
/s/ M
ICHAEL
E. R
EED
|
|
|
|
Michael E. Reed
Chief Executive Officer
|
|
Signature
|
|
Title
|
|
Date
|
|
|
|
||
/s/ W
ESLEY
R. E
DENS
|
|
Chairman of the Board
|
|
February 21, 2017
|
Wesley R. Edens
|
|
|
|
|
|
|
|
||
/s/ M
ICHAEL
E. R
EED
|
|
Chief Executive Officer and Director
|
|
February 21, 2017
|
Michael E. Reed
|
|
(Principal Executive Officer)
|
|
|
|
|
|
||
/s/ G
REGORY
W. F
REIBERG
|
|
Chief Financial Officer and Chief Accounting Officer
|
|
February 21, 2017
|
Gregory W. Freiberg
|
|
(Principal Financial and Accounting Officer)
|
|
|
|
|
|
||
/s/ K
EVIN
M. S
HEEHAN
|
|
Director
|
|
February 21, 2017
|
Kevin M. Sheehan
|
|
|
|
|
|
|
|
||
/s/ T
HEODORE
P. J
ANULIS
|
|
Director
|
|
February 21, 2017
|
Theodore P. Janulis
|
|
|
|
|
|
|
|
||
/s/ L
AURENCE
T
ARICA
|
|
Director
|
|
February 21, 2017
|
Laurence Tarica
|
|
|
|
|
|
|
Page
|
|
|
|
|
|
SECTION 1.
|
DEFINITIONS.
|
1
|
|
SECTION 2.
|
APPOINTMENT AND DUTIES OF THE MANAGER.
|
2
|
|
SECTION 3.
|
DEVOTION OF TIME; ADDITIONAL ACTIVITIES.
|
7
|
|
SECTION 4.
|
AGENCY.
|
7
|
|
SECTION 5.
|
BANK ACCOUNTS.
|
7
|
|
SECTION 6.
|
RECORDS; CONFIDENTIALITY.
|
7
|
|
SECTION 7.
|
OBLIGATIONS OF MANAGER; RESTRICTIONS.
|
8
|
|
SECTION 8.
|
COMPENSATION.
|
8
|
|
SECTION 9.
|
EXPENSES OF THE COMPANY.
|
10
|
|
SECTION 10.
|
CALCULATIONS OF EXPENSES.
|
11
|
|
SECTION 11.
|
LIMITS OF MANAGER RESPONSIBILITY; INDEMNIFICATION.
|
11
|
|
SECTION 12.
|
NO JOINT VENTURE.
|
12
|
|
SECTION 13.
|
TERM; TERMINATION.
|
12
|
|
SECTION 14.
|
ASSIGNMENT.
|
13
|
|
SECTION 15.
|
TERMINATION FOR CAUSE.
|
14
|
|
SECTION 16.
|
ACTION UPON TERMINATION.
|
14
|
|
SECTION 17.
|
RELEASE OF MONEY OR OTHER PROPERTY UPON WRITTEN REQUEST.
|
15
|
|
SECTION 18.
|
NOTICES.
|
16
|
|
SECTION 19.
|
BINDING NATURE OF AGREEMENT; SUCCESSORS AND ASSIGNS.
|
16
|
|
SECTION 20.
|
ENTIRE AGREEMENT.
|
17
|
|
SECTION 21.
|
CONTROLLING LAW.
|
17
|
|
SECTION 22.
|
INDULGENCES, NOT WAIVERS.
|
17
|
|
SECTION 23.
|
TITLES NOT TO AFFECT INTERPRETATION.
|
17
|
|
SECTION 24.
|
EXECUTION IN COUNTERPARTS.
|
17
|
|
SECTION 25.
|
PROVISIONS SEPARABLE.
|
17
|
|
SECTION 26.
|
GENDER.
|
18
|
|
Name of Entity
|
|
State of Organization
|
AdUs, Inc.
|
|
Nevada
|
Arizona News Service, LLC
|
|
Delaware
|
Bridgetower Media DLN, LLC
|
|
Delaware
|
Bridgetower Media Holding Company
|
|
Delaware
|
Bridgetower Media, LLC
|
|
Delaware
|
CA Alabama Holdings, Inc.
|
|
Delaware
|
CA Daytona Holdings, Inc.
|
|
Delaware
|
CA Florida Holdings, Inc.
|
|
Delaware
|
CA Louisiana Holdings, Inc.
|
|
Delaware
|
CA Massachusetts Holdings, Inc.
|
|
Delaware
|
CA North Carolina Holdings, Inc.
|
|
Delaware
|
CA South Carolina Holdings, Inc.
|
|
Delaware
|
Conversion Innovations, Inc.
|
|
Delaware
|
Copley Ohio Newspapers, Inc.
|
|
Illinois
|
Cummings Acquisition, Inc.
|
|
Delaware
|
CyberInk, LLC
|
|
Pennsylvania
|
Daily Journal of Commerce, Inc.
|
|
Delaware
|
Daily Reporter Publishing Company
|
|
Delaware
|
DB Acquisition, Inc.
|
|
Delaware
|
DB Arkansas Holdings, Inc.
|
|
Delaware
|
DB Iowa Holdings, Inc.
|
|
Delaware
|
DB North Carolina Holdings, Inc.
|
|
Delaware
|
DB Oklahoma Holdings, Inc.
|
|
Delaware
|
DB Tennessee Holdings, Inc.
|
|
Delaware
|
DB Texas Holdings, Inc.
|
|
Delaware
|
DB Washington Holdings, Inc.
|
|
Delaware
|
Dolco Acquisition, Inc.
|
|
Delaware
|
ENHE Acquisition, LLC
|
|
Delaware
|
Enterprise NewsMedia, LLC
|
|
Delaware
|
Enterprise NewsMedia Holding, LLC
|
|
Delaware
|
Enterprise Publishing Company, LLC
|
|
Delaware
|
Finance and Commerce, Inc.
|
|
Minnesota
|
GateHouse Media Intermediate Holdco, LLC.
|
|
Delaware
|
GateHouse Media Holdco, LLC.
|
|
Delaware
|
GateHouse Media Operating, LLC.
|
|
Delaware
|
GateHouse Media, LLC.
|
|
Delaware
|
GateHouse Media Massachusetts I, Inc.
|
|
Delaware
|
GateHouse Media Massachusetts II, Inc.
|
|
Delaware
|
GateHouse Media Arkansas Holdings, Inc.
|
|
Delaware
|
GateHouse Media California Holdings, Inc.
|
|
Delaware
|
GateHouse Media Colorado Holdings, Inc.
|
|
Delaware
|
Name of Entity
|
|
State of Organization
|
GateHouse Media Connecticut Holdings, Inc.
|
|
Delaware
|
GateHouse Media Corning Holdings, Inc.
|
|
Nevada
|
GateHouse Media Delaware Holdings, Inc.
|
|
Delaware
|
GateHouse Media Directories Holdings, Inc.
|
|
Delaware
|
GateHouse Media Florida Holdings, Inc.
|
|
Delaware
|
GateHouse Media Freeport Holdings, Inc.
|
|
Delaware
|
GateHouse Media Illinois Holdings, Inc.
|
|
Delaware
|
GateHouse Media Illinois Holdings II, Inc.
|
|
Delaware
|
GateHouse Media Iowa Holdings, Inc.
|
|
Delaware
|
GateHouse Media Kansas Holdings, Inc.
|
|
Delaware
|
GateHouse Media Kansas Holdings II, Inc.
|
|
Delaware
|
GateHouse Media Lansing Printing, Inc.
|
|
Delaware
|
GateHouse Media Louisiana Holdings, Inc.
|
|
Delaware
|
GateHouse Media Macomb Holdings, Inc.
|
|
Delaware
|
GateHouse Media Management Services, Inc.
|
|
Delaware
|
GateHouse Media Michigan Holdings, Inc.
|
|
Delaware
|
GateHouse Media Michigan Holdings II, Inc.
|
|
Delaware
|
GateHouse Media Minnesota Holdings, Inc.
|
|
Delaware
|
GateHouse Media Missouri Holdings, Inc.
|
|
Delaware
|
GateHouse Media Missouri Holdings II, Inc.
|
|
Delaware
|
GateHouse Media Nebraska Holdings, Inc.
|
|
Delaware
|
GateHouse Media New York Holdings, Inc.
|
|
Delaware
|
GateHouse Media North Dakota Holdings, Inc.
|
|
Delaware
|
GateHouse Media Ohio Holdings, Inc.
|
|
Delaware
|
GateHouse Media Ohio Holdings II, Inc.
|
|
Delaware
|
GateHouse Media Oklahoma Holdings, Inc.
|
|
Delaware
|
GateHouse Media Pennsylvania Holdings, Inc.
|
|
Delaware
|
GateHouse Media Suburban Newspapers, Inc.
|
|
Delaware
|
GateHouse Media Tennessee Holdings, Inc.
|
|
Delaware
|
GateHouse Media Texas Holdings, Inc.
|
|
Delaware
|
GateHouse Media Texas Holdings II, Inc.
|
|
Delaware
|
GateHouse Media Virginia Holdings, Inc.
|
|
Delaware
|
George W. Prescott Publishing Company, LLC
|
|
Delaware
|
Idaho Business Review, LLC
|
|
Idaho
|
Lawyers Weekly, LLC
|
|
Delaware
|
Liberty SMC, L.L.C.
|
|
Delaware
|
LMG Maine Holdings, Inc.
|
|
Delaware
|
LMG Massachusetts, Inc.
|
|
Massachusetts
|
LMG National Publishing, Inc.
|
|
Delaware
|
LMG Rhode Island Holdings, Inc.
|
|
Delaware
|
LMG Stockton, Inc
|
|
Delaware
|
Local Media Group Holdings, LLC.
|
|
Delaware
|
Local Media Group, Inc.
|
|
Delaware
|
Long Island Business News, LLC
|
|
Delaware
|
Low Realty, LLC
|
|
Delaware
|
LRT Four Hundred, LLC
|
|
Delaware
|
Name of Entity
|
|
State of Organization
|
Mineral Daily News Tribune, Inc.
|
|
West Virginia
|
Missouri Lawyers Media, LLC
|
|
Delaware
|
New Media Holdings I LLC
|
|
Delaware
|
New Media Holdings II LLC
|
|
Delaware
|
New Orleans Publishing Group, L.L.C.
|
|
Louisiana
|
News Leader, Inc.
|
|
Louisiana
|
NOPG, L.L.C.
|
|
Louisiana
|
NWS Holdings Company, LLC
|
|
Delaware
|
Pacific Trading Company LLC.
|
|
Delaware
|
Propel Business Services, Inc.
|
|
Delaware
|
Seacoast Newspapers, Inc.
|
|
New Hampshire
|
SureWest Directories
|
|
California
|
Terry Newspapers, Inc.
|
|
Iowa
|
The Daily Record Company, LLC
|
|
Delaware
|
The Inquirer and Mirror, Inc.
|
|
Massachusetts
|
The Journal Record Publishing Co., LLC
|
|
Delaware
|
The Mail Tribune, Inc.
|
|
Delaware
|
The Nickel of Medford, Inc.
|
|
Oregon
|
The NWS Company, LLC
|
|
Delaware
|
The Peoria Journal Star, Inc.
|
|
Illinois
|
Date: February 21, 2017
|
|
/s/ M
ICHAEL
E. R
EED
|
|
|
Michael E. Reed
Chief Executive Officer
(Principal Executive Officer)
|
Date: February 21, 2017
|
|
/s/ G
REGORY
W. F
REIBERG
|
|
|
Gregory W. Freiberg
Chief Financial Officer
(Principal Financial Officer)
|
|
|
/s/ M
ICHAEL
E. R
EED
|
|
|
Michael E. Reed
|
|
|
Chief Executive Officer
(Principal Executive Officer) February 21, 2017 |
|
|
/s/ G
REGORY
W. F
REIBERG
|
|
|
Gregory W. Freiberg
|
|
|
Chief Financial Officer
(Principal Financial Officer) February 21, 2017 |