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ý
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QUARTERLY 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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Delaware
|
|
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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Large accelerated filer
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ý
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Accelerated filer
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¨
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Emerging growth company
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¨
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Non-accelerated filer
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¨
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Smaller reporting company
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¨
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Title of each class:
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Trading Symbol
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Name of each exchange on which registered:
|
Common stock, par value $0.01 per share
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NEWM
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New York Stock Exchange
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|
•
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general economic and market conditions;
|
•
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economic conditions in the various regions of the United States;
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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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declining advertising revenue and circulation subscribers;
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•
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our ability to grow our digital marketing and business services initiatives, and grow our digital audience and advertiser base;
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•
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our ability to grow our business organically:
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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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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 reduce costs and expenses;
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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 perceived conflicts of interest;
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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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Page
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PART I.
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Item 1.
|
|
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||
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Item 2.
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Item 3.
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Item 4.
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PART II.
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Item 1.
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||
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Item 1A.
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||
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Item 2.
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||
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Item 3.
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||
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Item 4.
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||
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Item 5.
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Item 6.
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||
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Item 1.
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Financial Statements
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|
March 31, 2019
|
|
December 30, 2018
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||||
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|
||||
ASSETS
|
|||||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
24,597
|
|
|
$
|
48,651
|
|
Restricted cash
|
4,054
|
|
|
4,119
|
|
||
Accounts receivable, net of allowance for doubtful accounts of $8,259 and
$8,042 at March 31, 2019 and December 30, 2018, respectively |
153,222
|
|
|
174,274
|
|
||
Inventory
|
24,972
|
|
|
25,022
|
|
||
Prepaid expenses
|
30,155
|
|
|
23,935
|
|
||
Other current assets
|
21,149
|
|
|
21,608
|
|
||
Total current assets
|
258,149
|
|
|
297,609
|
|
||
Property, plant, and equipment, net of accumulated depreciation of $229,268
and $219,256 at March 31, 2019 and December 30, 2018, respectively |
347,766
|
|
|
339,608
|
|
||
Operating lease right-of-use assets
|
102,583
|
|
|
—
|
|
||
Goodwill
|
316,208
|
|
|
310,737
|
|
||
Intangible assets, net of accumulated amortization of $110,877 and $101,543
at March 31, 2019 and December 30, 2018, respectively |
485,026
|
|
|
486,054
|
|
||
Other assets
|
10,936
|
|
|
9,856
|
|
||
Total assets
|
$
|
1,520,668
|
|
|
$
|
1,443,864
|
|
|
|
|
|
||||
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|||||||
Current liabilities:
|
|
|
|
||||
Current portion of long-term debt
|
$
|
11,296
|
|
|
$
|
12,395
|
|
Current portion of operating lease liabilities
|
13,415
|
|
|
—
|
|
||
Accounts payable
|
28,219
|
|
|
16,612
|
|
||
Accrued expenses
|
90,290
|
|
|
113,650
|
|
||
Deferred revenue
|
116,521
|
|
|
105,187
|
|
||
Total current liabilities
|
259,741
|
|
|
247,844
|
|
||
Long-term liabilities:
|
|
|
|
||||
Long-term debt
|
435,426
|
|
|
428,180
|
|
||
Long-term operating lease liabilities
|
96,248
|
|
|
—
|
|
||
Deferred income taxes
|
7,665
|
|
|
8,282
|
|
||
Pension and other postretirement benefit obligations
|
24,094
|
|
|
24,326
|
|
||
Other long-term liabilities
|
10,498
|
|
|
16,462
|
|
||
Total liabilities
|
833,672
|
|
|
725,094
|
|
||
Redeemable noncontrolling interests
|
1,298
|
|
|
1,547
|
|
||
Stockholders’ equity:
|
|
|
|
||||
Common stock, $0.01 par value, 2,000,000,000 shares authorized;
60,806,451 shares issued and 60,529,861 shares outstanding at March 31, 2019; 60,508,249 shares issued and 60,306,286 shares outstanding at December 30, 2018 |
608
|
|
|
605
|
|
||
Additional paid-in capital
|
699,787
|
|
|
721,605
|
|
||
Accumulated other comprehensive loss
|
(6,911
|
)
|
|
(6,881
|
)
|
||
(Accumulated deficit) retained earnings
|
(5,224
|
)
|
|
3,767
|
|
||
Treasury stock, at cost, 276,590 and 201,963 shares at March 31, 2019
and December 30, 2018, respectively |
(2,562
|
)
|
|
(1,873
|
)
|
||
Total stockholders’ equity
|
685,698
|
|
|
717,223
|
|
||
Total liabilities, redeemable noncontrolling interests and
stockholders’ equity
|
$
|
1,520,668
|
|
|
$
|
1,443,864
|
|
|
Three months ended
|
||||||
|
March 31, 2019
|
|
April 1, 2018
|
||||
Revenues:
|
|
|
|
||||
Advertising
|
$
|
178,694
|
|
|
$
|
163,259
|
|
Circulation
|
152,165
|
|
|
129,991
|
|
||
Commercial printing and other
|
56,740
|
|
|
47,515
|
|
||
Total revenues
|
387,599
|
|
|
340,765
|
|
||
Operating costs and expenses:
|
|
|
|
||||
Operating costs
|
229,495
|
|
|
196,389
|
|
||
Selling, general, and administrative
|
131,508
|
|
|
118,819
|
|
||
Depreciation and amortization
|
20,923
|
|
|
19,247
|
|
||
Integration and reorganization costs
|
4,112
|
|
|
2,430
|
|
||
Impairment of long-lived assets
|
1,207
|
|
|
—
|
|
||
Net loss (gain) on sale or disposal of assets
|
1,789
|
|
|
(3,171
|
)
|
||
Operating (loss) income
|
(1,435
|
)
|
|
7,051
|
|
||
Interest expense
|
10,134
|
|
|
8,352
|
|
||
Other income
|
(260
|
)
|
|
(520
|
)
|
||
Loss before income taxes
|
(11,309
|
)
|
|
(781
|
)
|
||
Income tax benefit
|
(1,954
|
)
|
|
(116
|
)
|
||
Net loss
|
(9,355
|
)
|
|
(665
|
)
|
||
Net loss attributable to redeemable
noncontrolling interests
|
(249
|
)
|
|
—
|
|
||
Net loss attributable to New Media
|
$
|
(9,106
|
)
|
|
$
|
(665
|
)
|
Loss per share:
|
|
|
|
||||
Basic:
|
|
|
|
||||
Net loss attributable to New Media
|
$
|
(0.15
|
)
|
|
$
|
(0.01
|
)
|
Diluted:
|
|
|
|
||||
Net loss attributable to New Media
|
$
|
(0.15
|
)
|
|
$
|
(0.01
|
)
|
|
|
|
|
||||
Dividends declared per share
|
$
|
0.38
|
|
|
$
|
0.37
|
|
|
|
|
|
||||
Comprehensive loss
|
$
|
(9,385
|
)
|
|
$
|
(732
|
)
|
Comprehensive loss attributable to redeemable noncontrolling interests
|
(249
|
)
|
|
—
|
|
||
Comprehensive loss attributable to New Media
|
$
|
(9,136
|
)
|
|
$
|
(732
|
)
|
|
Common stock
|
|
Additional
paid-in capital |
|
Accumulated
other
comprehensive loss |
|
Retained earnings (accumulated deficit)
|
|
Treasury stock
|
|
Total
|
||||||||||||||||||
|
Shares
|
|
Amount
|
|
Shares
|
|
Amount
|
|
|||||||||||||||||||||
Three months ended March 31, 2019
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Balance at December 30, 2018
|
60,508,249
|
|
|
$
|
605
|
|
|
$
|
721,605
|
|
|
$
|
(6,881
|
)
|
|
$
|
3,767
|
|
|
201,963
|
|
|
$
|
(1,873
|
)
|
|
$
|
717,223
|
|
Net loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(9,106
|
)
|
|
—
|
|
|
—
|
|
|
(9,106
|
)
|
||||||
Net actuarial loss and prior service cost, net of income taxes of $0
|
—
|
|
|
—
|
|
|
—
|
|
|
(30
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(30
|
)
|
||||||
Restricted share grants
|
298,202
|
|
|
3
|
|
|
(3
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Non-cash compensation expense
|
—
|
|
|
—
|
|
|
1,136
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,136
|
|
||||||
Impact of adoption of ASC 842 - Leases
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
115
|
|
|
—
|
|
|
—
|
|
|
115
|
|
||||||
Restricted share forfeiture
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
22,861
|
|
|
—
|
|
|
—
|
|
||||||
Purchase of treasury stock
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
51,766
|
|
|
(689
|
)
|
|
(689
|
)
|
||||||
Common stock cash dividend
|
—
|
|
|
—
|
|
|
(22,951
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(22,951
|
)
|
||||||
Balance at March 31, 2019
|
60,806,451
|
|
|
$
|
608
|
|
|
$
|
699,787
|
|
|
$
|
(6,911
|
)
|
|
$
|
(5,224
|
)
|
|
276,590
|
|
|
$
|
(2,562
|
)
|
|
$
|
685,698
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Three months ended April 1, 2018
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Balance at December 31, 2017
|
53,367,853
|
|
|
$
|
534
|
|
|
$
|
683,168
|
|
|
$
|
(5,461
|
)
|
|
$
|
(2,767
|
)
|
|
140,972
|
|
|
$
|
(1,081
|
)
|
|
$
|
674,393
|
|
Net loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(665
|
)
|
|
—
|
|
|
—
|
|
|
(665
|
)
|
||||||
Net actuarial loss and prior service cost, net of income taxes of $0
|
—
|
|
|
—
|
|
|
—
|
|
|
(67
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(67
|
)
|
||||||
Restricted share grants
|
212,974
|
|
|
2
|
|
|
223
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
225
|
|
||||||
Non-cash compensation expense
|
—
|
|
|
—
|
|
|
1,163
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,163
|
|
||||||
Restricted share forfeiture
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6,216
|
|
|
—
|
|
|
—
|
|
||||||
Purchase of treasury stock
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
42,726
|
|
|
(735
|
)
|
|
(735
|
)
|
||||||
Common stock cash dividend
|
—
|
|
|
—
|
|
|
(19,749
|
)
|
|
—
|
|
|
15
|
|
|
—
|
|
|
—
|
|
|
(19,734
|
)
|
||||||
Balance at April 1, 2018
|
53,580,827
|
|
|
$
|
536
|
|
|
$
|
664,805
|
|
|
$
|
(5,528
|
)
|
|
$
|
(3,417
|
)
|
|
189,914
|
|
|
$
|
(1,816
|
)
|
|
$
|
654,580
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended
|
||||||
|
March 31, 2019
|
|
April 1, 2018
|
||||
Cash flows from operating activities:
|
|
|
|
||||
Net loss
|
$
|
(9,355
|
)
|
|
$
|
(665
|
)
|
Adjustments to reconcile net loss to net cash
provided by operating activities: |
|
|
|
||||
Depreciation and amortization
|
20,923
|
|
|
19,247
|
|
||
Non-cash compensation expense
|
1,136
|
|
|
1,163
|
|
||
Non-cash interest expense
|
344
|
|
|
504
|
|
||
Deferred income taxes
|
(617
|
)
|
|
(92
|
)
|
||
Net loss (gain) on sale or disposal of assets
|
1,789
|
|
|
(3,171
|
)
|
||
Impairment of long-lived assets
|
1,207
|
|
|
—
|
|
||
Pension and other postretirement benefit obligations
|
(276
|
)
|
|
(369
|
)
|
||
Changes in assets and liabilities:
|
|
|
|
||||
Accounts receivable, net
|
24,684
|
|
|
19,409
|
|
||
Inventory
|
988
|
|
|
(3,169
|
)
|
||
Prepaid expenses
|
(5,680
|
)
|
|
(3,888
|
)
|
||
Other assets
|
(103,641
|
)
|
|
(1,289
|
)
|
||
Accounts payable
|
10,803
|
|
|
3,030
|
|
||
Accrued expenses
|
(6,289
|
)
|
|
(17,573
|
)
|
||
Deferred revenue
|
5,327
|
|
|
4,027
|
|
||
Other long-term liabilities
|
90,399
|
|
|
1,499
|
|
||
Net cash provided by operating activities
|
31,742
|
|
|
18,663
|
|
||
Cash flows from investing activities:
|
|
|
|
||||
Acquisitions, net of cash acquired
|
(37,953
|
)
|
|
(29,409
|
)
|
||
Purchases of property, plant, and equipment
|
(2,242
|
)
|
|
(1,929
|
)
|
||
Proceeds from sale of real estate and other assets
|
2,465
|
|
|
9,207
|
|
||
Net cash used in investing activities
|
(37,730
|
)
|
|
(22,131
|
)
|
||
Cash flows from financing activities:
|
|
|
|
||||
Payment of debt issuance costs
|
—
|
|
|
(500
|
)
|
||
Borrowings under term loans
|
—
|
|
|
49,750
|
|
||
Repayments under term loans
|
(2,197
|
)
|
|
(1,031
|
)
|
||
Borrowings under revolving credit facility
|
54,400
|
|
|
—
|
|
||
Repayments under revolving credit facility
|
(46,400
|
)
|
|
—
|
|
||
Purchase of treasury stock
|
(689
|
)
|
|
(735
|
)
|
||
Payment of dividends
|
(23,245
|
)
|
|
(20,046
|
)
|
||
Net cash (used in) provided by financing activities
|
(18,131
|
)
|
|
27,438
|
|
||
Net (decrease) increase in cash, cash equivalents and
restricted cash |
(24,119
|
)
|
|
23,970
|
|
||
Cash, cash equivalents and restricted cash at beginning of period
|
52,770
|
|
|
46,162
|
|
||
Cash, cash equivalents and restricted cash at end of period
|
$
|
28,651
|
|
|
$
|
70,132
|
|
|
|
|
|
Current assets
|
$
|
6,830
|
|
Property, plant and equipment
|
19,572
|
|
|
Noncompete agreements
|
280
|
|
|
Advertiser relationships
|
1,930
|
|
|
Subscriber relationships
|
2,080
|
|
|
Customer relationships
|
1,370
|
|
|
Trade names
|
299
|
|
|
Mastheads
|
2,860
|
|
|
Goodwill
|
6,627
|
|
|
Total assets
|
41,848
|
|
|
Current liabilities assumed
|
7,390
|
|
|
Total liabilities
|
7,390
|
|
|
Net assets
|
$
|
34,458
|
|
|
Number of RSGs
|
|
Weighted-Average
Grant Date
Fair Value
|
|||
Unvested at December 30, 2018
|
384,471
|
|
|
$
|
16.11
|
|
Granted
|
298,202
|
|
|
13.65
|
|
|
Vested
|
(159,273
|
)
|
|
15.89
|
|
|
Forfeited
|
(22,861
|
)
|
|
16.16
|
|
|
Unvested at March 31, 2019
|
500,539
|
|
|
$
|
14.71
|
|
|
Severance and
Related Costs
|
|
Other
Costs (1)
|
|
Total
|
||||||
Balance at December 30, 2018
|
$
|
2,554
|
|
|
$
|
346
|
|
|
$
|
2,900
|
|
Restructuring provision included in Integration and Reorganization
|
3,413
|
|
|
699
|
|
|
4,112
|
|
|||
Cash payments
|
(3,006
|
)
|
|
(329
|
)
|
|
(3,335
|
)
|
|||
Balance at March 31, 2019
|
$
|
2,961
|
|
|
$
|
716
|
|
|
$
|
3,677
|
|
(1)
|
Other costs primarily include costs to consolidate operations.
|
|
March 31, 2019
|
||||||||||
|
Gross carrying
amount
|
|
Accumulated
amortization
|
|
Net carrying
amount
|
||||||
Amortized intangible assets:
|
|
|
|
|
|
||||||
Advertiser relationships
|
$
|
261,897
|
|
|
$
|
58,006
|
|
|
$
|
203,891
|
|
Customer relationships
|
45,897
|
|
|
9,797
|
|
|
36,100
|
|
|||
Subscriber relationships
|
155,938
|
|
|
34,445
|
|
|
121,493
|
|
|||
Other intangible assets
|
13,625
|
|
|
8,629
|
|
|
4,996
|
|
|||
Total
|
$
|
477,357
|
|
|
$
|
110,877
|
|
|
$
|
366,480
|
|
Nonamortized intangible assets:
|
|
|
|
||||||||
Goodwill
|
$
|
316,208
|
|
|
|||||||
Mastheads
|
118,546
|
|
|
||||||||
Total
|
$
|
434,754
|
|
|
|||||||
|
|
||||||||||
|
December 30, 2018
|
||||||||||
|
Gross carrying
amount |
|
Accumulated
amortization |
|
Net carrying
amount |
||||||
Amortized intangible assets:
|
|
|
|
|
|
||||||
Advertiser relationships
|
$
|
260,142
|
|
|
$
|
53,477
|
|
|
$
|
206,665
|
|
Customer relationships
|
44,630
|
|
|
8,704
|
|
|
35,926
|
|
|||
Subscriber relationships
|
153,923
|
|
|
31,560
|
|
|
122,363
|
|
|||
Other intangible assets
|
13,046
|
|
|
7,802
|
|
|
5,244
|
|
|||
Total
|
$
|
471,741
|
|
|
$
|
101,543
|
|
|
$
|
370,198
|
|
Nonamortized intangible assets:
|
|
|
|
||||||||
Goodwill
|
$
|
310,737
|
|
|
|||||||
Mastheads
|
115,856
|
|
|
||||||||
Total
|
$
|
426,593
|
|
|
For the following fiscal years:
|
|
||
2019 (nine months remaining)
|
$
|
27,033
|
|
2020
|
35,470
|
|
|
2021
|
35,275
|
|
|
2022
|
34,407
|
|
|
2023
|
34,169
|
|
|
Thereafter
|
200,126
|
|
|
Total
|
$
|
366,480
|
|
Balance at December 30, 2018, net of accumulated impairments of $25,641
|
$
|
310,737
|
|
Goodwill acquired in business combinations
|
6,627
|
|
|
Measurement period adjustments
|
(1,109
|
)
|
|
Goodwill from disposal
|
(47
|
)
|
|
Balance at March 31, 2019, net of accumulated impairments of $25,641
|
$
|
316,208
|
|
|
Three months ended
|
||
|
March 31, 2019
|
||
Operating lease expense related to right-of-use assets
|
$
|
5,889
|
|
Other operating lease expense
|
2,740
|
|
|
Sublease income
|
(524
|
)
|
|
Total lease expense
|
$
|
8,105
|
|
|
Three months ended
|
||
|
March 31, 2019
|
||
Cash paid for amounts included in the measurement of lease liabilities:
|
|
||
Operating cash flows for operating leases
|
$
|
6,317
|
|
Right-of-use assets obtained in exchange for lease obligations:
|
|
||
Operating leases
|
$
|
106,681
|
|
|
March 31, 2019
|
||
Operating leases:
|
|
||
Operating lease right-of-use assets
|
$
|
102,583
|
|
Current portion of operating lease liabilities
|
$
|
13,415
|
|
Long-term operating lease liabilities
|
96,248
|
|
|
Total operating lease liabilities
|
$
|
109,663
|
|
|
|
||
Weighted-average remaining lease term
|
9 years
|
|
|
Weighted-average discount rate
|
10.67
|
%
|
2019 (nine months remaining)
|
$
|
18,173
|
|
2020
|
22,788
|
|
|
2021
|
21,037
|
|
|
2022
|
17,955
|
|
|
2023
|
14,658
|
|
|
Thereafter
|
81,259
|
|
|
Total lease payments
|
175,870
|
|
|
Less: interest
|
(66,207
|
)
|
|
Present value of lease liabilities
|
$
|
109,663
|
|
2019 (nine months remaining)
|
$
|
10,198
|
|
2020
|
4,395
|
|
|
2021
|
12,395
|
|
|
2022
|
424,072
|
|
|
|
451,060
|
|
|
Less:
|
|
||
Current
|
11,296
|
|
|
Unamortized original issue discount
|
1,723
|
|
|
Deferred financing costs
|
2,615
|
|
|
Long-term debt
|
$
|
435,426
|
|
|
Three months ended
|
||||||
|
March 31, 2019
|
|
April 1, 2018
|
||||
Management fee expense
|
$
|
2,456
|
|
|
$
|
2,367
|
|
Incentive fee expense
|
—
|
|
|
869
|
|
||
Management fees paid
|
3,711
|
|
|
2,657
|
|
||
Incentive fees paid
|
5,220
|
|
|
8,374
|
|
||
Reimbursement for expenses
|
550
|
|
|
444
|
|
|
Three months ended
|
||||||
|
March 31, 2019
|
|
April 1, 2018
|
||||
Numerator for loss per share calculation:
|
|
|
|
||||
Net loss attributable to New Media
|
$
|
(9,106
|
)
|
|
$
|
(665
|
)
|
Denominator for loss per share calculation:
|
|
|
|
||||
Basic weighted average shares outstanding
|
59,965,036
|
|
|
52,934,640
|
|
||
Effect of dilutive securities:
|
|
|
|
||||
Stock Options and Restricted Stock
|
—
|
|
|
—
|
|
||
Diluted weighted average shares outstanding
|
59,965,036
|
|
|
52,934,640
|
|
|
Three months ended
|
||||
|
March 31, 2019
|
|
April 1, 2018
|
||
Stock warrants
|
1,362,479
|
|
|
1,362,479
|
|
Stock options
|
2,904,811
|
|
|
2,214,811
|
|
Unvested restricted stock
|
500,539
|
|
|
377,353
|
|
|
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 30, 2018
|
2,904,811
|
|
|
$
|
3.59
|
|
|
$
|
15.31
|
|
|
7.3
|
|
$
|
—
|
|
Outstanding at March 31, 2019
|
2,904,811
|
|
|
$
|
3.59
|
|
|
$
|
13.82
|
|
|
7.0
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Exercisable at March 31, 2019
|
2,406,561
|
|
|
|
|
$
|
13.67
|
|
|
6.7
|
|
$
|
—
|
|
|
Net actuarial loss
and prior service
cost (1)
|
||
For the three months ended March 31, 2019:
|
|
||
Balance at December 30, 2018
|
$
|
(6,881
|
)
|
Amounts reclassified from accumulated other comprehensive loss
|
(30
|
)
|
|
Balance at March 31, 2019
|
$
|
(6,911
|
)
|
For the three months ended April 1, 2018:
|
|
||
Balance at December 31, 2017
|
$
|
(5,461
|
)
|
Amounts reclassified from accumulated other comprehensive loss
|
(67
|
)
|
|
Balance at April 1, 2018
|
$
|
(5,528
|
)
|
(1)
|
This accumulated other comprehensive loss component is included in the computation of net periodic benefit cost. See Note 12.
|
|
Amounts Reclassified from Accumulated Other Comprehensive Loss
|
|
Affected Line Item in the
Consolidated Statements of Operations and Comprehensive Loss |
||||||
|
Three months ended
|
|
|||||||
|
March 31, 2019
|
|
April 1, 2018
|
|
|||||
Amortization of unrecognized (gain) loss
|
$
|
(30
|
)
|
|
$
|
(67
|
)
|
(1)
|
|
Amounts reclassified from accumulated other comprehensive loss
|
(30
|
)
|
|
(67
|
)
|
|
Loss before income taxes
|
||
Income tax expense
|
—
|
|
|
—
|
|
|
Income tax benefit
|
||
Amounts reclassified from accumulated other comprehensive loss, net of taxes
|
$
|
(30
|
)
|
|
$
|
(67
|
)
|
|
Net loss
|
(1)
|
This accumulated other comprehensive loss component is included in the computation of net periodic benefit cost. See Note 12.
|
|
Circulation
|
|
Advertising
|
|
Other
|
|
Total
|
||||||||
Three months ended March 31, 2019
|
|
|
|
|
|
|
|
||||||||
Beginning balance
|
$
|
82,645
|
|
|
$
|
9,107
|
|
|
$
|
13,435
|
|
|
$
|
105,187
|
|
Acquired deferred revenues
|
6,378
|
|
|
—
|
|
|
917
|
|
|
7,295
|
|
||||
Cash receipts, net of refunds
|
94,197
|
|
|
13,347
|
|
|
14,239
|
|
|
121,783
|
|
||||
Revenue recognized
|
(96,038
|
)
|
|
(11,689
|
)
|
|
(10,017
|
)
|
|
(117,744
|
)
|
||||
Ending Balance
|
$
|
87,182
|
|
|
$
|
10,765
|
|
|
$
|
18,574
|
|
|
$
|
116,521
|
|
|
|
|
|
|
|
|
|
||||||||
Three months ended April 1, 2018
|
|
|
|
|
|
|
|
||||||||
Beginning balance
|
$
|
73,874
|
|
|
$
|
6,615
|
|
|
$
|
7,675
|
|
|
$
|
88,164
|
|
Acquired deferred revenues
|
3,232
|
|
|
—
|
|
|
219
|
|
|
3,451
|
|
||||
Cash receipts, net of refunds
|
86,035
|
|
|
9,769
|
|
|
8,680
|
|
|
104,484
|
|
||||
Revenue recognized
|
(85,914
|
)
|
|
(8,089
|
)
|
|
(6,881
|
)
|
|
(100,884
|
)
|
||||
Ending Balance
|
$
|
77,227
|
|
|
$
|
8,295
|
|
|
$
|
9,693
|
|
|
$
|
95,215
|
|
|
Three months ended
|
||||||
|
March 31, 2019
|
|
April 1, 2018
|
||||
Components of net periodic benefit costs:
|
|
|
|
||||
Service cost
|
$
|
159
|
|
|
$
|
150
|
|
Interest cost
|
736
|
|
|
700
|
|
||
Expected return on plan assets
|
(967
|
)
|
|
(1,062
|
)
|
||
Amortization of unrecognized loss
|
39
|
|
|
67
|
|
||
Net periodic credit cost
|
$
|
(33
|
)
|
|
$
|
(145
|
)
|
•
|
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 the Company to develop their 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 March 31, 2019
|
|
|
|
|
|
|
|
||||||||
Assets
|
|
|
|
|
|
|
|
||||||||
Cash and cash equivalents
|
$
|
24,597
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
24,597
|
|
Restricted cash
|
4,054
|
|
|
—
|
|
|
—
|
|
|
4,054
|
|
||||
Total
|
$
|
28,651
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
28,651
|
|
|
|
|
|
|
|
|
|
||||||||
Liabilities
|
|
|
|
|
|
|
|
||||||||
Contingent consideration
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,963
|
|
|
$
|
1,963
|
|
|
|
|
|
|
|
|
|
||||||||
Redeemable noncontrolling interests
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,298
|
|
|
$
|
1,298
|
|
As of December 30, 2018
|
|
|
|
|
|
|
|
||||||||
Assets
|
|
|
|
|
|
|
|
||||||||
Cash and cash equivalents
|
$
|
48,651
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
48,651
|
|
Restricted cash
|
4,119
|
|
|
—
|
|
|
—
|
|
|
4,119
|
|
||||
Total
|
$
|
52,770
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
52,770
|
|
|
|
|
|
|
|
|
|
||||||||
Liabilities
|
|
|
|
|
|
|
|
||||||||
Contingent consideration
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
3,256
|
|
|
$
|
3,256
|
|
|
|
|
|
|
|
|
|
||||||||
Redeemable noncontrolling interests
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,547
|
|
|
$
|
1,547
|
|
|
Three months ended
|
|
Year Ended
|
||||
|
March 31, 2019
|
|
December 30, 2018
|
||||
Beginning balance
|
$
|
1,547
|
|
|
$
|
—
|
|
Purchases (1)
|
—
|
|
|
1,636
|
|
||
Net loss
|
(249
|
)
|
|
(89
|
)
|
||
Ending balance
|
$
|
1,298
|
|
|
$
|
1,547
|
|
|
(1)
|
Refer to Note 2 “Acquisitions”.
|
Item 2.
|
Management’s Discussion and Analysis of Financial Condition and Results of Operations
|
•
|
156 daily newspapers with total paid circulation of approximately 1.6 million;
|
•
|
328 weekly newspapers (published up to three times per week) with total paid circulation of approximately 310,000 and total free circulation of approximately 2.1 million;
|
•
|
136 “shoppers” (generally advertising-only publications) with total circulation of approximately 3.3 million;
|
•
|
617 locally-focused websites, which extend our businesses onto the internet and mobile devices with approximately 382 million page views per month;
|
•
|
77 business publications;
|
•
|
UpCurve Cloud and ThriveHive digital marketing; and
|
•
|
GateHouse Live.
|
•
|
our strong and trusted local brands, with 88% of our daily newspapers having published 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 1,155 local, direct, in-market sales professionals with long-standing relationships with small businesses in the communities we serve.
|
•
|
Diversified revenue streams, both in terms of customers and markets;
|
•
|
Operational efficiencies realized from clustering of business assets;
|
•
|
Operational efficiencies realized from centralization of back office functions;
|
•
|
Operational efficiencies realized from improved buying power for key operating cost items through our increased size and scale;
|
•
|
Ability to provide consistent management practices and ensure best practices; and
|
•
|
Less competition and high barriers to entry.
|
|
Three months ended
|
||||||
|
March 31, 2019
|
|
April 1, 2018
|
||||
Revenues:
|
|
|
|
||||
Advertising
|
$
|
178,694
|
|
|
$
|
163,259
|
|
Circulation
|
152,165
|
|
|
129,991
|
|
||
Commercial printing and other
|
56,740
|
|
|
47,515
|
|
||
Total revenues
|
387,599
|
|
|
340,765
|
|
||
Operating costs and expenses:
|
|
|
|
||||
Operating costs
|
229,495
|
|
|
196,389
|
|
||
Selling, general, and administrative
|
131,508
|
|
|
118,819
|
|
||
Depreciation and amortization
|
20,923
|
|
|
19,247
|
|
||
Integration and reorganization costs
|
4,112
|
|
|
2,430
|
|
||
Impairment of long-lived assets
|
1,207
|
|
|
—
|
|
||
Net loss (gain) on sale or disposal of assets
|
1,789
|
|
|
(3,171
|
)
|
||
Operating (loss) income
|
(1,435
|
)
|
|
7,051
|
|
||
Interest expense
|
10,134
|
|
|
8,352
|
|
||
Other income
|
(260
|
)
|
|
(520
|
)
|
||
Loss before income taxes
|
(11,309
|
)
|
|
(781
|
)
|
||
Income tax benefit
|
(1,954
|
)
|
|
(116
|
)
|
||
Net loss
|
$
|
(9,355
|
)
|
|
$
|
(665
|
)
|
|
Three months ended March 31, 2019
|
|
Three months ended April 1, 2018
|
||||
Cash provided by operating activities
|
$
|
31,742
|
|
|
$
|
18,663
|
|
Cash used in investing activities
|
(37,730
|
)
|
|
(22,131
|
)
|
||
Cash (used in) provided by financing activities
|
(18,131
|
)
|
|
27,438
|
|
•
|
income tax expense (benefit);
|
•
|
interest/financing expense;
|
•
|
depreciation and amortization; and
|
•
|
non-cash impairments.
|
|
Three months ended
|
|
||||||
|
March 31, 2019
|
|
April 1, 2018
|
|
||||
|
(in thousands)
|
|
||||||
Net loss
|
$
|
(9,355
|
)
|
|
$
|
(665
|
)
|
|
Income tax benefit
|
(1,954
|
)
|
|
(116
|
)
|
|
||
Interest expense
|
10,134
|
|
|
8,352
|
|
|
||
Impairment of long-lived assets
|
1,207
|
|
|
—
|
|
|
||
Depreciation and amortization
|
20,923
|
|
|
19,247
|
|
|
||
Adjusted EBITDA
|
$
|
20,955
|
|
(a)
|
$
|
26,818
|
|
(b)
|
(a)
|
Adjusted EBITDA for the three months ended March 31, 2019 included net expenses of $12,102, related to transaction and project costs, non-cash compensation, and other expense of $6,201, integration and reorganization costs of $4,112 and a $1,789 loss on the sale or disposal of assets.
|
(b)
|
Adjusted EBITDA for the three months ended April 1, 2018 included net expenses of $5,709, related to transaction and project costs, non-cash compensation, and other expense of $6,450, integration and reorganization costs of $2,430 and an $3,171 gain on the sale or disposal of assets.
|
Item 3.
|
Quantitative and Qualitative Disclosures About Market Risk
|
Item 4.
|
Controls and Procedures
|
Item 1.
|
Legal Proceedings
|
Item 1A.
|
Risk Factors
|
•
|
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;
|
•
|
negative public perception of us, our competitors, or industry;
|
•
|
overall market fluctuations; and
|
•
|
general economic conditions.
|
•
|
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.
|
Item 2.
|
Unregistered Sales of Equity Securities and Use of Proceeds
|
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 31, 2018 through February 3, 2019
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
9,230,194
|
|
|
February 4, 2019 through March 3, 2019
|
|
51,222
|
|
(1)
|
$
|
13.8
|
|
|
—
|
|
|
9,230,194
|
|
||
March 4, 2019 through March 31, 2019
|
|
544
|
|
(1
|
)
|
$
|
11.88
|
|
|
—
|
|
|
$
|
9,230,194
|
|
Total
|
|
51,766
|
|
|
|
|
—
|
|
|
|
(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.
|
Item 3.
|
Defaults Upon Senior Securities
|
Item 4.
|
Mine Safety Disclosures
|
Item 5.
|
Other Information
|
Item 6.
|
Exhibits
|
Exhibit
No.
|
|
Description
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
* 101.INS
|
|
XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL 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
|
|
|
NEW MEDIA INVESTMENT GROUP INC.
|
|
|
Date: May 2, 2019
|
/s/ Michael E. Reed
|
|
Michael E. Reed
|
|
Chief Executive Officer
|
|
(Principal Executive Officer)
|
1.
|
I have reviewed this Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2019 of New Media Investment Group Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a.
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b.
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c.
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d.
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
a.
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
b.
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
Date: May 2, 2019
|
|
/s/ Michael E. Reed
|
Michael E. Reed
Chief Executive Officer
(Principal Executive Officer)
|
1.
|
I have reviewed this Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2019 of New Media Investment Group Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a.
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b.
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c.
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d.
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
a.
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
b.
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
Date: May 2, 2019
|
|
/s/ Michael E. Reed
|
Michael E. Reed
Interim Chief Financial Officer
(Interim Principal Financial Officer)
|
|
|
|
/s/ Michael E. Reed
|
||
Name:
|
|
Michael E. Reed
|
Title:
|
|
Chief Executive Officer (Principal Executive Officer)
|
|
|
Interim Chief Financial Officer (Interim Principal Financial Officer)
|
Date:
|
|
May 2, 2019
|