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Share Name | Share Symbol | Market | Type |
---|---|---|---|
New Gannett Co Inc | NYSE:GCI | NYSE | Common Stock |
Price Change | % Change | Share Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|
0.06 | 1.89% | 3.23 | 3.26 | 3.145 | 3.18 | 1,402,895 | 18:48:23 |
|
ý
|
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
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|
47-2390983
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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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|
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7950 Jones Branch Drive, McLean, Virginia
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22107-0910
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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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|
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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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|
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(Do not check if a smaller reporting company)
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Emerging Growth Company
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¨
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Item No.
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Page
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1
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||
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2
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3
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4
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1
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||
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|
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1A
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||
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|
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2
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||
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|
|
3
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||
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|
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4
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||
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|
|
5
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||
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|
|
6
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|
Jun. 25, 2017
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|
Dec. 25, 2016
|
||||
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(Unaudited)
|
|
|
||||
ASSETS
|
|
|
|
||||
Current assets
|
|
|
|
||||
Cash and cash equivalents
|
$
|
126,940
|
|
|
$
|
114,324
|
|
Accounts receivable, net of allowance for doubtful accounts of $9,371 and $10,317
|
317,843
|
|
|
358,041
|
|
||
Other current assets
|
142,758
|
|
|
131,141
|
|
||
Total current assets
|
587,541
|
|
|
603,506
|
|
||
Property, plant and equipment, at cost net of accumulated depreciation of $1,457,313 and $1,481,897
|
981,891
|
|
|
1,087,701
|
|
||
Goodwill
|
726,424
|
|
|
698,288
|
|
||
Intangible assets, net
|
157,653
|
|
|
154,644
|
|
||
Deferred income taxes
|
196,345
|
|
|
218,232
|
|
||
Investments and other assets
|
70,261
|
|
|
82,310
|
|
||
Total assets
|
$
|
2,720,115
|
|
|
$
|
2,844,681
|
|
|
|
|
|
||||
LIABILITIES AND EQUITY
|
|
|
|
||||
Current liabilities
|
|
|
|
||||
Accounts payable and accrued liabilities
|
$
|
377,637
|
|
|
$
|
438,724
|
|
Deferred income
|
137,351
|
|
|
133,263
|
|
||
Total current liabilities
|
514,988
|
|
|
571,987
|
|
||
Income taxes
|
15,790
|
|
|
25,467
|
|
||
Postretirement medical and life insurance liabilities
|
83,224
|
|
|
90,134
|
|
||
Pension liabilities
|
710,201
|
|
|
739,262
|
|
||
Long-term portion of revolving credit facility
|
385,000
|
|
|
400,000
|
|
||
Other noncurrent liabilities
|
160,422
|
|
|
161,070
|
|
||
Total liabilities
|
1,869,625
|
|
|
1,987,920
|
|
||
Equity
|
|
|
|
||||
Preferred stock of $0.01 par value per share, 5,000,000 shares authorized, none issued
|
—
|
|
|
—
|
|
||
Common stock of $0.01 par value per share, 500,000,000 shares authorized, 117,417,393 shares issued at Jun. 25, 2017 and 116,624,726 shares issued at Dec. 25, 2016
|
1,174
|
|
|
1,166
|
|
||
Treasury stock at cost, 3,750,000 shares
|
(32,667
|
)
|
|
(32,667
|
)
|
||
Additional paid-in capital
|
1,776,970
|
|
|
1,769,905
|
|
||
Retained earnings (deficit)
|
(37,661
|
)
|
|
1,269
|
|
||
Accumulated other comprehensive loss
|
(857,326
|
)
|
|
(882,912
|
)
|
||
Total equity
|
850,490
|
|
|
856,761
|
|
||
Total liabilities and equity
|
$
|
2,720,115
|
|
|
$
|
2,844,681
|
|
|
Three months ended
|
|
Six months ended
|
||||||||||||
|
Jun. 25, 2017
|
|
Jun. 26, 2016
|
|
Jun. 25, 2017
|
|
Jun. 26, 2016
|
||||||||
|
|
|
|
|
|
|
|
||||||||
Operating revenues:
|
|
|
|
|
|
|
|
|
|
||||||
Advertising
|
$
|
445,214
|
|
|
$
|
409,834
|
|
|
$
|
880,729
|
|
|
$
|
761,055
|
|
Circulation
|
273,676
|
|
|
287,586
|
|
|
556,962
|
|
|
550,289
|
|
||||
Other
|
55,617
|
|
|
51,371
|
|
|
110,273
|
|
|
96,815
|
|
||||
Total operating revenues
|
774,507
|
|
|
748,791
|
|
|
1,547,964
|
|
|
1,408,159
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Operating expenses:
|
|
|
|
|
|
|
|
||||||||
Cost of sales and operating expenses
|
485,609
|
|
|
484,824
|
|
|
994,032
|
|
|
902,780
|
|
||||
Selling, general and administrative expenses
|
210,413
|
|
|
203,103
|
|
|
423,118
|
|
|
368,491
|
|
||||
Depreciation
|
43,681
|
|
|
29,292
|
|
|
83,132
|
|
|
53,251
|
|
||||
Amortization
|
8,169
|
|
|
1,640
|
|
|
15,535
|
|
|
2,958
|
|
||||
Facility consolidation and asset impairment charges
|
16,131
|
|
|
3,943
|
|
|
20,610
|
|
|
4,487
|
|
||||
Total operating expenses
|
764,003
|
|
|
722,802
|
|
|
1,536,427
|
|
|
1,331,967
|
|
||||
Operating income
|
10,504
|
|
|
25,989
|
|
|
11,537
|
|
|
76,192
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Non-operating expenses:
|
|
|
|
|
|
|
|
||||||||
Interest expense
|
(3,454
|
)
|
|
(3,001
|
)
|
|
(7,709
|
)
|
|
(4,857
|
)
|
||||
Other non-operating items, net (see Note 1)
|
(5,301
|
)
|
|
(1,908
|
)
|
|
(9,188
|
)
|
|
(5,878
|
)
|
||||
Total non-operating expenses
|
(8,755
|
)
|
|
(4,909
|
)
|
|
(16,897
|
)
|
|
(10,735
|
)
|
||||
|
|
|
|
|
|
|
|
||||||||
Income (loss) before income taxes
|
1,749
|
|
|
21,080
|
|
|
(5,360
|
)
|
|
65,457
|
|
||||
Provision (benefit) for income taxes
|
2,236
|
|
|
8,599
|
|
|
(2,794
|
)
|
|
13,380
|
|
||||
Net income (loss)
|
$
|
(487
|
)
|
|
$
|
12,481
|
|
|
$
|
(2,566
|
)
|
|
$
|
52,077
|
|
|
|
|
|
|
|
|
|
||||||||
Earnings (loss) per share – basic
|
$
|
(0.00
|
)
|
|
$
|
0.11
|
|
|
$
|
(0.02
|
)
|
|
$
|
0.45
|
|
Earnings (loss) per share – diluted
|
$
|
(0.00
|
)
|
|
$
|
0.10
|
|
|
$
|
(0.02
|
)
|
|
$
|
0.44
|
|
|
Three months ended
|
|
Six months ended
|
||||||||||||
|
Jun. 25, 2017
|
|
Jun. 26, 2016
|
|
Jun. 25, 2017
|
|
Jun. 26, 2016
|
||||||||
|
|
|
|
|
|
|
|
||||||||
Net income (loss)
|
$
|
(487
|
)
|
|
$
|
12,481
|
|
|
$
|
(2,566
|
)
|
|
$
|
52,077
|
|
Other comprehensive income, before tax:
|
|
|
|
|
|
|
|
||||||||
Foreign currency translation adjustments
|
8,129
|
|
|
(16,024
|
)
|
|
13,957
|
|
|
(39,073
|
)
|
||||
Pension and other postretirement benefit items:
|
|
|
|
|
|
|
|
||||||||
Amortization of prior service credit, net
|
759
|
|
|
675
|
|
|
1,511
|
|
|
1,069
|
|
||||
Amortization of actuarial loss
|
18,478
|
|
|
15,775
|
|
|
36,223
|
|
|
31,187
|
|
||||
Other
|
(9,077
|
)
|
|
9,215
|
|
|
(15,725
|
)
|
|
30,523
|
|
||||
Pension and other postretirement benefit items
|
10,160
|
|
|
25,665
|
|
|
22,009
|
|
|
62,779
|
|
||||
Other comprehensive income, before tax
|
18,289
|
|
|
9,641
|
|
|
35,966
|
|
|
23,706
|
|
||||
Income tax effect related to components of other comprehensive income
|
(5,044
|
)
|
|
(7,081
|
)
|
|
(10,380
|
)
|
|
(16,972
|
)
|
||||
Other comprehensive income, net of tax
|
13,245
|
|
|
2,560
|
|
|
25,586
|
|
|
6,734
|
|
||||
Comprehensive income
|
$
|
12,758
|
|
|
$
|
15,041
|
|
|
$
|
23,020
|
|
|
$
|
58,811
|
|
|
Six months ended
|
||||||
|
Jun. 25, 2017
|
|
Jun. 26, 2016
|
||||
|
|
|
|
||||
Operating activities:
|
|
|
|
||||
Net income (loss)
|
$
|
(2,566
|
)
|
|
$
|
52,077
|
|
Adjustments to reconcile net income to net cash flow from operating activities:
|
|
|
|
||||
Depreciation and amortization
|
98,667
|
|
|
56,209
|
|
||
Facility consolidation and asset impairment charges
|
20,610
|
|
|
4,487
|
|
||
Pension and other postretirement expenses, net of contributions
|
(7,082
|
)
|
|
(40,548
|
)
|
||
Equity (income) loss in unconsolidated investees, net
|
863
|
|
|
(1,610
|
)
|
||
Stock-based compensation
|
10,059
|
|
|
10,071
|
|
||
Change in other assets and liabilities, net
|
8,993
|
|
|
12,655
|
|
||
Net cash provided by operating activities
|
129,544
|
|
|
93,341
|
|
||
Investing activities:
|
|
|
|
||||
Capital expenditures
|
(29,831
|
)
|
|
(26,136
|
)
|
||
Payments for acquisitions, net of cash acquired
|
(31,459
|
)
|
|
(260,529
|
)
|
||
Payments for investments
|
(2,414
|
)
|
|
(8,652
|
)
|
||
Proceeds from sale of certain assets
|
3,200
|
|
|
10,418
|
|
||
Changes in other investing activities
|
52
|
|
|
—
|
|
||
Net cash used for investing activities
|
(60,452
|
)
|
|
(284,899
|
)
|
||
Financing activities:
|
|
|
|
||||
Dividends paid
|
(36,364
|
)
|
|
(55,784
|
)
|
||
Proceeds from issuance of common stock upon settlement of stock awards
|
560
|
|
|
404
|
|
||
Payments for employee taxes withheld from stock awards
|
(3,607
|
)
|
|
(3,328
|
)
|
||
Proceeds from borrowings under revolving credit agreement
|
35,000
|
|
|
250,000
|
|
||
Repayments of borrowings under revolving credit agreement
|
(50,000
|
)
|
|
(50,000
|
)
|
||
Changes in other financing activities
|
(395
|
)
|
|
—
|
|
||
Net cash (used for) provided by financing activities
|
(54,806
|
)
|
|
141,292
|
|
||
Effect of currency exchange rates change on cash
|
(1,670
|
)
|
|
(2,304
|
)
|
||
Increase (decrease) in cash and cash equivalents
|
12,616
|
|
|
(52,570
|
)
|
||
Balance of cash and cash equivalents at beginning of period
|
114,324
|
|
|
196,696
|
|
||
Balance of cash and cash equivalents at end of period
|
$
|
126,940
|
|
|
$
|
144,126
|
|
|
|
|
|
||||
Supplemental cash flow information:
|
|
|
|
||||
Cash paid for taxes, net of refunds
|
$
|
(16,518
|
)
|
|
$
|
22,809
|
|
Cash paid for interest
|
$
|
9,204
|
|
|
$
|
4,242
|
|
Non-cash investing and financing activities:
|
|
|
|
||||
Accrued capital expenditures
|
$
|
1,907
|
|
|
$
|
7,141
|
|
In thousands
|
|
||
Cash acquired
|
$
|
13,195
|
|
Other current assets
|
15,058
|
|
|
Property, plant and equipment
|
13,486
|
|
|
Intangible assets
|
88,500
|
|
|
Goodwill
|
120,716
|
|
|
Other noncurrent assets
|
9,852
|
|
|
Total assets acquired
|
260,807
|
|
|
Current liabilities
|
63,005
|
|
|
Noncurrent liabilities
|
22,059
|
|
|
Total liabilities assumed
|
85,064
|
|
|
Net assets acquired
|
$
|
175,743
|
|
In thousands
|
|
||
Cash acquired
|
$
|
36,825
|
|
Other current assets
|
54,571
|
|
|
Property, plant and equipment
|
264,357
|
|
|
Intangible assets
|
42,880
|
|
|
Goodwill
|
25,258
|
|
|
Other noncurrent assets
|
3,825
|
|
|
Total assets acquired
|
427,716
|
|
|
Current liabilities
|
71,519
|
|
|
Noncurrent liabilities
|
61,151
|
|
|
Total liabilities assumed
|
132,670
|
|
|
Net assets acquired
|
$
|
295,046
|
|
|
Six months ended
|
||
In thousands; unaudited
|
Jun. 26, 2016
|
||
Total revenues
|
$
|
1,737,315
|
|
Net income
|
$
|
29,412
|
|
Earnings per share - diluted
|
$
|
0.25
|
|
In thousands
|
Severance Activities
|
||
Balance at Dec. 25, 2016
|
$
|
18,651
|
|
Expense
|
20,265
|
|
|
Payments
|
(28,476
|
)
|
|
Balance at Jun. 25, 2017
|
$
|
10,440
|
|
In thousands
|
Three months ended
|
||||||||||||||
|
Jun. 25, 2017
|
|
Jun. 26, 2016
|
||||||||||||
|
Pension
|
|
Postretirement
|
|
Pension
|
|
Postretirement
|
||||||||
Operating expenses:
|
|
|
|
|
|
|
|
||||||||
Service cost-benefits earned during the period
|
$
|
400
|
|
|
$
|
26
|
|
|
$
|
727
|
|
|
$
|
34
|
|
Non-operating expenses:
|
|
|
|
|
|
|
|
||||||||
Interest cost on benefit obligation
|
27,595
|
|
|
863
|
|
|
31,287
|
|
|
887
|
|
||||
Expected return on plan assets
|
(41,961
|
)
|
|
—
|
|
|
(46,668
|
)
|
|
—
|
|
||||
Amortization of prior service cost
|
1,675
|
|
|
(916
|
)
|
|
1,685
|
|
|
(1,010
|
)
|
||||
Amortization of actuarial loss (gain)
|
18,551
|
|
|
(73
|
)
|
|
15,961
|
|
|
(186
|
)
|
||||
Total non-operating expenses (credit)
|
5,860
|
|
|
(126
|
)
|
|
2,265
|
|
|
(309
|
)
|
||||
Total expense for retirement plans
|
$
|
6,260
|
|
|
$
|
(100
|
)
|
|
$
|
2,992
|
|
|
$
|
(275
|
)
|
|
|
|
|
|
|
|
|
||||||||
|
Six months ended
|
||||||||||||||
|
Jun. 25, 2017
|
|
Jun. 26, 2016
|
||||||||||||
|
Pension
|
|
Postretirement
|
|
Pension
|
|
Postretirement
|
||||||||
Operating expenses:
|
|
|
|
|
|
|
|
||||||||
Service cost-benefits earned during the period
|
$
|
1,220
|
|
|
$
|
78
|
|
|
$
|
1,628
|
|
|
$
|
97
|
|
Non-operating expenses:
|
|
|
|
|
|
|
|
||||||||
Interest cost on benefit obligation
|
55,374
|
|
|
1,804
|
|
|
63,718
|
|
|
1,874
|
|
||||
Expected return on plan assets
|
(84,378
|
)
|
|
—
|
|
|
(93,148
|
)
|
|
—
|
|
||||
Amortization of prior service cost
|
3,335
|
|
|
(1,824
|
)
|
|
3,329
|
|
|
(2,260
|
)
|
||||
Amortization of actuarial loss
|
36,171
|
|
|
52
|
|
|
31,123
|
|
|
64
|
|
||||
Total non-operating expenses (credit)
|
10,502
|
|
|
32
|
|
|
5,022
|
|
|
(322
|
)
|
||||
Total expense for retirement plans
|
$
|
11,722
|
|
|
$
|
110
|
|
|
$
|
6,650
|
|
|
$
|
(225
|
)
|
In thousands
|
Six months ended
|
||||||
|
Jun. 25, 2017
|
|
Jun. 26, 2016
|
||||
Balance at beginning of period
|
$
|
856,761
|
|
|
$
|
1,058,576
|
|
Comprehensive income:
|
|
|
|
||||
Net income
|
(2,566
|
)
|
|
52,077
|
|
||
Other comprehensive income
|
25,586
|
|
|
6,734
|
|
||
Total comprehensive income
|
23,020
|
|
|
58,811
|
|
||
Dividends declared
|
(36,364
|
)
|
|
(37,283
|
)
|
||
Stock-based compensation
|
10,059
|
|
|
10,071
|
|
||
Other activity
|
(2,986
|
)
|
|
15,364
|
|
||
Balance at end of period
|
$
|
850,490
|
|
|
$
|
1,105,539
|
|
In thousands
|
Retirement Plans
|
|
Foreign Currency Translation
|
|
Total
|
||||||
Balance at Dec. 25, 2016
|
$
|
(1,183,196
|
)
|
|
$
|
300,284
|
|
|
$
|
(882,912
|
)
|
Other comprehensive income (loss) before reclassifications
|
(12,639
|
)
|
|
13,957
|
|
|
1,318
|
|
|||
Amounts reclassified from accumulated other comprehensive income
|
24,268
|
|
|
—
|
|
|
24,268
|
|
|||
Other comprehensive income
|
11,629
|
|
|
13,957
|
|
|
25,586
|
|
|||
Balance at Jun. 25, 2017
|
$
|
(1,171,567
|
)
|
|
$
|
314,241
|
|
|
$
|
(857,326
|
)
|
|
|
|
|
|
|
||||||
Balance at Dec. 27, 2015
|
$
|
(1,058,234
|
)
|
|
$
|
384,810
|
|
|
$
|
(673,424
|
)
|
Other comprehensive income (loss) before reclassifications
|
25,057
|
|
|
(39,073
|
)
|
|
(14,016
|
)
|
|||
Amounts reclassified from accumulated other comprehensive loss
|
20,750
|
|
|
—
|
|
|
20,750
|
|
|||
Other comprehensive income (loss)
|
45,807
|
|
|
(39,073
|
)
|
|
6,734
|
|
|||
Balance at Jun. 26, 2016
|
$
|
(1,012,427
|
)
|
|
$
|
345,737
|
|
|
$
|
(666,690
|
)
|
In thousands
|
Three months ended
|
|
Six months ended
|
||||||||||||
|
Jun. 25, 2017
|
|
Jun. 26, 2016
|
|
Jun. 25, 2017
|
|
Jun. 26, 2016
|
||||||||
Amortization of prior service credit, net
|
$
|
759
|
|
|
$
|
675
|
|
|
$
|
1,511
|
|
|
$
|
1,069
|
|
Amortization of actuarial loss
|
18,478
|
|
|
15,775
|
|
|
36,223
|
|
|
31,187
|
|
||||
Total reclassifications, before tax
|
19,237
|
|
|
16,450
|
|
|
37,734
|
|
|
32,256
|
|
||||
Income tax effect
|
(6,867
|
)
|
|
(5,876
|
)
|
|
(13,466
|
)
|
|
(11,506
|
)
|
||||
Total reclassifications, net of tax
|
$
|
12,370
|
|
|
$
|
10,574
|
|
|
$
|
24,268
|
|
|
$
|
20,750
|
|
In thousands, except per share data
|
Three months ended
|
|
Six months ended
|
||||||||||||
|
Jun. 25, 2017
|
|
Jun. 26, 2016
|
|
Jun. 25, 2017
|
|
Jun. 26, 2016
|
||||||||
Net income (loss)
|
$
|
(487
|
)
|
|
$
|
12,481
|
|
|
$
|
(2,566
|
)
|
|
$
|
52,077
|
|
|
|
|
|
|
|
|
|
||||||||
Weighted average number of shares outstanding - basic
|
113,652
|
|
|
116,516
|
|
|
113,574
|
|
|
116,414
|
|
||||
Effect of dilutive securities
|
|
|
|
|
|
|
|
||||||||
Restricted stock units
|
—
|
|
|
1,642
|
|
|
—
|
|
|
1,536
|
|
||||
Performance share units
|
—
|
|
|
954
|
|
|
—
|
|
|
991
|
|
||||
Stock options
|
—
|
|
|
265
|
|
|
—
|
|
|
277
|
|
||||
Weighted average number of shares outstanding - diluted
|
113,652
|
|
|
119,377
|
|
|
113,574
|
|
|
119,218
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Earnings (loss) per share - basic
|
$
|
(0.00
|
)
|
|
$
|
0.11
|
|
|
$
|
(0.02
|
)
|
|
$
|
0.45
|
|
Earnings (loss) per share - diluted
|
$
|
(0.00
|
)
|
|
$
|
0.10
|
|
|
$
|
(0.02
|
)
|
|
$
|
0.44
|
|
•
|
Publishing, which consists of our portfolio of local, regional, national, and international newspaper publishers. The results of this segment include retail, classified, and national advertising revenues consisting of both print and
|
•
|
ReachLocal, which consists of our ReachLocal digital marketing solutions subsidiaries and SweetIQ. The results of this segment include advertising revenues from our search and display services and other revenues related to web presence and software solutions provided by ReachLocal.
|
In thousands
|
Publishing
|
|
ReachLocal
|
|
Corporate and Other
|
|
Intersegment Eliminations
|
|
Consolidated
|
||||||||||
Three months ended Jun. 25, 2017
|
|
|
|
|
|
|
|
|
|
||||||||||
Advertising - external sales
|
$
|
369,001
|
|
|
$
|
76,213
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
445,214
|
|
Advertising - intersegment sales
|
3,959
|
|
|
—
|
|
|
—
|
|
|
(3,959
|
)
|
|
—
|
|
|||||
Circulation
|
273,676
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
273,676
|
|
|||||
Other - external sales
|
44,863
|
|
|
9,713
|
|
|
1,041
|
|
|
—
|
|
|
55,617
|
|
|||||
Other - intersegment sales
|
681
|
|
|
—
|
|
|
—
|
|
|
(681
|
)
|
|
—
|
|
|||||
Total revenues
|
$
|
692,180
|
|
|
$
|
85,926
|
|
|
$
|
1,041
|
|
|
$
|
(4,640
|
)
|
|
$
|
774,507
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Adjusted EBITDA
|
$
|
104,120
|
|
|
$
|
1,217
|
|
|
$
|
(21,683
|
)
|
|
$
|
—
|
|
|
$
|
83,654
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Three months ended Jun. 26, 2016
|
|
|
|
|
|
|
|
|
|
||||||||||
Advertising
|
$
|
409,834
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
409,834
|
|
Circulation
|
287,586
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
287,586
|
|
|||||
Other
|
50,652
|
|
|
—
|
|
|
719
|
|
|
—
|
|
|
51,371
|
|
|||||
Total revenues
|
$
|
748,072
|
|
|
$
|
—
|
|
|
$
|
719
|
|
|
$
|
—
|
|
|
$
|
748,791
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Adjusted EBITDA
|
$
|
114,269
|
|
|
$
|
—
|
|
|
$
|
(22,619
|
)
|
|
$
|
—
|
|
|
$
|
91,650
|
|
In thousands
|
Publishing
|
|
ReachLocal
|
|
Corporate and Other
|
|
Intersegment Eliminations
|
|
Consolidated
|
||||||||||
Six months ended Jun. 25, 2017
|
|
|
|
|
|
|
|
|
|
||||||||||
Advertising - external sales
|
$
|
734,086
|
|
|
$
|
146,695
|
|
|
$
|
(52
|
)
|
|
$
|
—
|
|
|
$
|
880,729
|
|
Advertising - intersegment sales
|
3,959
|
|
|
—
|
|
|
—
|
|
|
(3,959
|
)
|
|
—
|
|
|||||
Circulation
|
556,962
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
556,962
|
|
|||||
Other - external sales
|
91,416
|
|
|
16,796
|
|
|
2,061
|
|
|
—
|
|
|
110,273
|
|
|||||
Other - intersegment sales
|
681
|
|
|
—
|
|
|
—
|
|
|
(681
|
)
|
|
—
|
|
|||||
Total revenues
|
$
|
1,387,104
|
|
|
$
|
163,491
|
|
|
$
|
2,009
|
|
|
$
|
(4,640
|
)
|
|
$
|
1,547,964
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Adjusted EBITDA
|
$
|
195,784
|
|
|
$
|
4,363
|
|
|
$
|
(46,812
|
)
|
|
$
|
—
|
|
|
$
|
153,335
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Six months ended Jun. 26, 2016
|
|
|
|
|
|
|
|
|
|
||||||||||
Advertising
|
$
|
761,055
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
761,055
|
|
Circulation
|
550,289
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
550,289
|
|
|||||
Other
|
94,707
|
|
|
—
|
|
|
2,108
|
|
|
—
|
|
|
96,815
|
|
|||||
Total revenues
|
$
|
1,406,051
|
|
|
$
|
—
|
|
|
$
|
2,108
|
|
|
$
|
—
|
|
|
$
|
1,408,159
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Adjusted EBITDA
|
$
|
211,790
|
|
|
$
|
—
|
|
|
$
|
(39,769
|
)
|
|
$
|
—
|
|
|
$
|
172,021
|
|
In thousands
|
Three months ended
|
|
Six months ended
|
||||||||||||
|
Jun. 25, 2017
|
|
Jun. 26, 2016
|
|
Jun. 25, 2017
|
|
Jun. 26, 2016
|
||||||||
Net income (loss) (GAAP basis)
|
$
|
(487
|
)
|
|
$
|
12,481
|
|
|
$
|
(2,566
|
)
|
|
$
|
52,077
|
|
Provision (benefit) for income taxes
|
2,236
|
|
|
8,599
|
|
|
(2,794
|
)
|
|
13,380
|
|
||||
Interest expense
|
3,454
|
|
|
3,001
|
|
|
7,709
|
|
|
4,857
|
|
||||
Other non-operating items, net
|
5,301
|
|
|
1,908
|
|
|
9,188
|
|
|
5,878
|
|
||||
Operating income (GAAP basis)
|
10,504
|
|
|
25,989
|
|
|
11,537
|
|
|
76,192
|
|
||||
Severance-related charges
|
8,415
|
|
|
17,998
|
|
|
20,265
|
|
|
21,694
|
|
||||
Acquisition-related expenses
|
1,570
|
|
|
12,788
|
|
|
2,593
|
|
|
14,639
|
|
||||
Facility consolidation and asset impairment charges
|
16,131
|
|
|
3,943
|
|
|
20,610
|
|
|
4,487
|
|
||||
Other items
|
(4,816
|
)
|
|
—
|
|
|
(337
|
)
|
|
(1,200
|
)
|
||||
Depreciation
|
43,681
|
|
|
29,292
|
|
|
83,132
|
|
|
53,251
|
|
||||
Amortization
|
8,169
|
|
|
1,640
|
|
|
15,535
|
|
|
2,958
|
|
||||
Adjusted EBITDA (non-GAAP basis)
|
$
|
83,654
|
|
|
$
|
91,650
|
|
|
$
|
153,335
|
|
|
$
|
172,021
|
|
•
|
SweetIQ
– In
April 2017
, we completed the acquisition of SweetIQ Analytics Corp. (SweetIQ) for approximately
$31.6 million
, net of cash acquired. SweetIQ has a platform that provides services which enable customers to launch and execute marketing campaigns to convert online searches to in-store foot traffic. SweetIQ's customers include businesses with multi location brands and agencies that target local marketing.
|
•
|
ReachLocal
– In
August 2016
, we completed the acquisition of
100%
of the outstanding common stock of ReachLocal for approximately
$162.5 million
, net of cash acquired. ReachLocal offers online marketing, digital advertising, software-as-a-service, and web presence products and solutions to local businesses. In connection with the ReachLocal acquisition, we established a newly formed separate reportable segment that reflects its results since the acquisition date.
|
•
|
Certain assets of North Jersey Media Group (NJMG)
– In
July 2016
, we completed the acquisition of certain assets of NJMG for approximately
$39.3 million
. NJMG is a media company with print and digital publishing operations serving primarily the northern New Jersey market.
|
•
|
Journal Media Group (JMG)
– In
April 2016
, we completed the acquisition of
100%
of the outstanding common stock of JMG for approximately
$260.6 million
, net of cash acquired. JMG is a media company with print and digital publishing operations serving
15
U.S. markets in
9
states.
|
•
|
Facility consolidation and asset impairment charges
– Facility consolidation and other cost savings plans led us to recognize asset impairment charges, shutdown costs, and charges associated with revising the useful lives of certain assets over a shortened period. As part of our plans, we are selling certain assets which we have classified as held-for-sale and reduced the carrying values to equal the fair value less cost to dispose. We recorded pre-tax charges for facility consolidations and asset impairments of
$16.1 million
and
$3.9 million
for the
second quarter
of
2017
and the
second quarter
of
2016
, respectively, and
$20.6 million
and
$4.5 million
year-to-date
2017
and
2016
, respectively. In addition, we incurred accelerated depreciation of
$13.8 million
and
$23.6 million
for the
three
and
six months ended
June 25, 2017
, respectively. No accelerated deprecation was incurred for the
three
and
six months ended
June 26, 2016
.
|
•
|
Severance-related expenses
– During
2017
and
2016
, we initiated various cost reducing actions associated with our facility consolidation and other cost efficiency efforts that are severance related, of which we incurred
$8.4 million
and
$18.0 million
for the
second quarter
of
2017
and
2016
, respectively, and
$20.3 million
and
$21.7 million
year-to-date
2017
and
2016
, respectively.
|
•
|
Foreign currency
– Our earnings from operations in foreign regions are translated into U.S. dollars at average exchange rates prevailing during the period, and assets and liabilities are translated at exchange rates in effect at the balance sheet date. With respect to Newsquest, results for the
second quarter
of
2017
were translated from the British pound sterling to U.S. dollars at an average rate of
1.28
compared to
1.44
for the comparable period last year. This
11%
decline in the exchange rate unfavorably impacted
second quarter
2017
revenue comparisons by approximately
$9.1 million
. Newsquest results for the
six months ended
June 25, 2017
were translated from the British pound sterling to U.S. dollars at an average rate of
1.26
compared to
1.44
for the comparable period last year. Impacts stemming from foreign currency translation gains and losses for ReachLocal are immaterial to date.
|
In thousands
|
Quarter-to-Date
|
|
Year-to-Date
|
||||||||||||||||||
|
2017
|
|
2016
|
|
Change
|
|
2017
|
|
2016
|
|
Change
|
||||||||||
Operating revenues:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Publishing
|
$
|
692,180
|
|
|
$
|
748,072
|
|
|
(7
|
%)
|
|
$
|
1,387,104
|
|
|
$
|
1,406,051
|
|
|
(1
|
%)
|
ReachLocal
|
85,926
|
|
|
—
|
|
|
100
|
%
|
|
163,491
|
|
|
—
|
|
|
100
|
%
|
||||
Corporate and Other
|
1,041
|
|
|
719
|
|
|
45
|
%
|
|
2,009
|
|
|
2,108
|
|
|
(5
|
%)
|
||||
Intersegment eliminations
|
(4,640
|
)
|
|
—
|
|
|
100
|
%
|
|
(4,640
|
)
|
|
—
|
|
|
100
|
%
|
||||
Total operating revenues
|
774,507
|
|
|
748,791
|
|
|
3
|
%
|
|
1,547,964
|
|
|
1,408,159
|
|
|
10
|
%
|
||||
Operating expenses:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Publishing
|
639,974
|
|
|
682,854
|
|
|
(6
|
%)
|
|
1,291,379
|
|
|
1,267,995
|
|
|
2
|
%
|
||||
ReachLocal
|
93,815
|
|
|
—
|
|
|
100
|
%
|
|
176,152
|
|
|
—
|
|
|
100
|
%
|
||||
Corporate and Other
|
34,854
|
|
|
39,948
|
|
|
(13
|
%)
|
|
73,536
|
|
|
63,972
|
|
|
15
|
%
|
||||
Intersegment eliminations
|
(4,640
|
)
|
|
—
|
|
|
100
|
%
|
|
(4,640
|
)
|
|
—
|
|
|
100
|
%
|
||||
Total operating expenses
|
764,003
|
|
|
722,802
|
|
|
6
|
%
|
|
1,536,427
|
|
|
1,331,967
|
|
|
15
|
%
|
||||
Operating income
|
10,504
|
|
|
25,989
|
|
|
(60
|
%)
|
|
11,537
|
|
|
76,192
|
|
|
(85
|
%)
|
||||
Non-operating expense
|
(8,755
|
)
|
|
(4,909
|
)
|
|
78
|
%
|
|
(16,897
|
)
|
|
(10,735
|
)
|
|
57
|
%
|
||||
Income (loss) before income taxes
|
1,749
|
|
|
21,080
|
|
|
(92
|
%)
|
|
(5,360
|
)
|
|
65,457
|
|
|
***
|
|
||||
Provision (benefit) for income taxes
|
2,236
|
|
|
8,599
|
|
|
(74
|
%)
|
|
(2,794
|
)
|
|
13,380
|
|
|
***
|
|
||||
Net income (loss)
|
$
|
(487
|
)
|
|
$
|
12,481
|
|
|
***
|
|
|
$
|
(2,566
|
)
|
|
$
|
52,077
|
|
|
***
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Diluted earnings (loss) per share
|
$
|
(0.00
|
)
|
|
$
|
0.10
|
|
|
***
|
|
|
$
|
(0.02
|
)
|
|
$
|
0.44
|
|
|
***
|
|
•
|
Reported revenues or expenses
|
•
|
Less: revenues or expenses for our
2016
publishing acquisitions from the beginning of fiscal year
2017
through the
|
•
|
Less: operations exited in
2016
|
•
|
Add (less): decreases (increases) in foreign currency translation impacts based on a constant currency calculation
|
In thousands
|
Quarter-to-Date
|
|
Year-to-Date
|
||||||||||||||||||
|
2017
|
|
2016
|
|
Change
|
|
2017
|
|
2016
|
|
Change
|
||||||||||
Operating revenues:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Advertising
|
$
|
372,960
|
|
|
$
|
409,834
|
|
|
(9
|
%)
|
|
$
|
737,993
|
|
|
$
|
761,055
|
|
|
(3
|
%)
|
Circulation
|
273,676
|
|
|
287,586
|
|
|
(5
|
%)
|
|
556,962
|
|
|
550,289
|
|
|
1
|
%
|
||||
Other
|
45,544
|
|
|
50,652
|
|
|
(10
|
%)
|
|
92,149
|
|
|
94,707
|
|
|
(3
|
%)
|
||||
Total operating revenues
|
692,180
|
|
|
748,072
|
|
|
(7
|
%)
|
|
1,387,104
|
|
|
1,406,051
|
|
|
(1
|
%)
|
||||
Operating expenses:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Cost of sales
|
435,934
|
|
|
482,607
|
|
|
(10
|
%)
|
|
896,312
|
|
|
898,579
|
|
|
—
|
%
|
||||
Selling, general, and administrative expenses
|
150,271
|
|
|
169,194
|
|
|
(11
|
%)
|
|
303,394
|
|
|
316,176
|
|
|
(4
|
%)
|
||||
Depreciation
|
36,344
|
|
|
25,470
|
|
|
43
|
%
|
|
68,487
|
|
|
45,795
|
|
|
50
|
%
|
||||
Amortization
|
1,294
|
|
|
1,640
|
|
|
(21
|
%)
|
|
2,576
|
|
|
2,958
|
|
|
(13
|
%)
|
||||
Facility consolidation and impairment charges
|
16,131
|
|
|
3,943
|
|
|
***
|
|
|
20,610
|
|
|
4,487
|
|
|
***
|
|
||||
Total operating expenses
|
639,974
|
|
|
682,854
|
|
|
(6
|
%)
|
|
1,291,379
|
|
|
1,267,995
|
|
|
2
|
%
|
||||
Operating income
|
$
|
52,206
|
|
|
$
|
65,218
|
|
|
(20
|
%)
|
|
$
|
95,725
|
|
|
$
|
138,056
|
|
|
(31
|
%)
|
In thousands
|
Quarter-to-Date
|
|
Year-to-Date
|
||||||||||||||||||
|
2017
|
|
2016
|
|
Change
|
|
2017
|
|
2016
|
|
Change
|
||||||||||
Operating income (GAAP basis)
|
$
|
52,206
|
|
|
$
|
65,218
|
|
|
(20
|
%)
|
|
$
|
95,725
|
|
|
$
|
138,056
|
|
|
(31
|
%)
|
Severance-related charges
|
5,340
|
|
|
17,998
|
|
|
(70
|
%)
|
|
15,760
|
|
|
21,694
|
|
|
(27
|
%)
|
||||
Acquisition-related expenses
|
244
|
|
|
—
|
|
|
100
|
%
|
|
(89
|
)
|
|
—
|
|
|
100
|
%
|
||||
Facility consolidation and asset impairment charges
|
16,131
|
|
|
3,943
|
|
|
***
|
|
|
20,610
|
|
|
4,487
|
|
|
***
|
|
||||
Other items
|
(7,439
|
)
|
|
—
|
|
|
***
|
|
|
(7,285
|
)
|
|
(1,200
|
)
|
|
***
|
|
||||
Depreciation
|
36,344
|
|
|
25,470
|
|
|
43
|
%
|
|
68,487
|
|
|
45,795
|
|
|
50
|
%
|
||||
Amortization
|
1,294
|
|
|
1,640
|
|
|
(21
|
%)
|
|
2,576
|
|
|
2,958
|
|
|
(13
|
%)
|
||||
Adjusted EBITDA (non-GAAP basis)
|
$
|
104,120
|
|
|
$
|
114,269
|
|
|
(9
|
%)
|
|
$
|
195,784
|
|
|
$
|
211,790
|
|
|
(8
|
%)
|
In thousands
|
Quarter-to-Date
|
|
Year-to-Date
|
||||
|
2017
|
|
2017
|
||||
Operating revenues:
|
|
|
|
||||
Advertising
|
$
|
76,213
|
|
|
$
|
146,695
|
|
Other
|
9,713
|
|
|
16,796
|
|
||
Total operating revenues
|
85,926
|
|
|
163,491
|
|
||
Operating expenses:
|
|
|
|
||||
Cost of sales
|
50,592
|
|
|
95,170
|
|
||
Selling, general, and administrative expenses
|
34,440
|
|
|
64,324
|
|
||
Depreciation
|
1,908
|
|
|
3,699
|
|
||
Amortization
|
6,875
|
|
|
12,959
|
|
||
Total operating expenses
|
93,815
|
|
|
176,152
|
|
||
Operating loss
|
$
|
(7,889
|
)
|
|
$
|
(12,661
|
)
|
As of date
|
Jun. 25, 2017
|
|
Dec. 25, 2016
|
||
Active Clients
(1)
|
19,400
|
|
|
15,300
|
|
Active Product Units
(2)
|
36,800
|
|
|
27,900
|
|
(1)
|
Active Clients is a number calculated to approximate the number of clients served. Active Clients is calculated by adjusting the number of Active Product Units to combine clients with more than one Active Product Unit as a single Active Client. Clients with more than one location are generally reflected as multiple Active Clients. This number includes clients with which ReachLocal does not have a direct client relationship. Numbers are rounded to the nearest hundred.
|
(2)
|
Active Product Units is a number we calculate to approximate the number of individual products, licenses, or services we are providing under contract for Active Clients. For example, if we were performing both ReachSearch and ReachDisplay campaigns for a client that also licenses ReachEdge, we consider that three Active Product Units. Similarly, if a client purchases ReachSearch campaigns for two different products or purposes, we consider that two Active Product Units. Numbers are rounded to the nearest hundred.
|
In thousands
|
Quarter-to-Date
|
|
Year-to-Date
|
||||
|
2017
|
|
2017
|
||||
Operating income (GAAP basis)
|
$
|
(7,889
|
)
|
|
$
|
(12,661
|
)
|
Severance-related charges
|
323
|
|
|
323
|
|
||
Acquisition-related expenses
|
—
|
|
|
43
|
|
||
Depreciation
|
1,908
|
|
|
3,699
|
|
||
Amortization
|
6,875
|
|
|
12,959
|
|
||
Adjusted EBITDA (non-GAAP basis)
|
$
|
1,217
|
|
|
$
|
4,363
|
|
In thousands
|
Year-to-date
|
||||||
|
2017
|
|
2016
|
||||
Net cash provided by operating activities
|
$
|
129,544
|
|
|
$
|
93,341
|
|
Net cash used for investing activities
|
(60,452
|
)
|
|
(284,899
|
)
|
||
Net cash (used for) provided by financing activities
|
(54,806
|
)
|
|
141,292
|
|
||
Effect of currency exchange rate change on cash
|
(1,670
|
)
|
|
(2,304
|
)
|
||
Net increase (decrease) in cash
|
$
|
12,616
|
|
|
$
|
(52,570
|
)
|
•
|
Adjusted EBITDA
is a non-GAAP financial performance measure we believe offers a useful view of the overall operation of our businesses. Adjusted EBITDA is defined as net income before (1) income taxes, (2) interest expense, (3) equity income, (4) other non-operating items, (5) severance-related charges, (6) acquisition-related expenses (including certain integration expenses), (7) facility consolidation and asset impairment charges, (8) other items (including certain business transformation costs, litigation expenses and multi-employer pension withdrawals), (9) depreciation, and (10) amortization. When adjusted EBITDA is discussed in this report, the most directly comparable GAAP financial measure is net income.
|
•
|
Adjusted net income
is a non-GAAP financial performance measure we use for calculating adjusted EPS. Adjusted net income is defined as net income before the adjustments we apply in calculating adjusted EPS as described below. We believe presenting adjusted net income is useful to enable investors to understand how we calculate adjusted EPS, which provides a useful view of the overall operation of our business. The most directly comparable GAAP financial measure is net income.
|
•
|
Adjusted EPS
is a non-GAAP financial performance measure we believe offers a useful view of the overall operation of our business. We define adjusted EPS, which may not be comparable to a similarly titled measure reported by other companies, as EPS before tax-effected (1) severance-related charges, (2) facility consolidation and asset impairment charges, (3) acquisition-related expenses (including certain integration expenses), and (4) other items (including certain business transformation expenses, litigation expenses and multi-employer pension withdrawals). The tax impact on these non-GAAP tax deductible adjustments is based on the estimated statutory tax rates for the U.K. of 19.25% and the U.S. of 38.7%. In addition, tax is adjusted for the impact of non-deductible acquisition costs. When adjusted EPS is discussed in this report, the most directly comparable GAAP financial measure is diluted EPS.
|
•
|
Free cash flow
is a non-GAAP liquidity measure that adjusts our reported GAAP results for items we believe are critical to the ongoing success of our business. We define free cash flow, which may not be comparable to a similarly titled measure reported by other companies, as cash flow from operating activities less capital expenditures, which results in a figure representing free cash flow available for use in operations, additional investments, debt obligations and returns to shareholders. The most directly comparable GAAP financial measure is net cash from operating activities.
|
In thousands
|
Quarter-to-Date
|
|
Year-to-Date
|
||||||||||||||||||
|
2017
|
|
2016
|
|
Change
|
|
2017
|
|
2016
|
|
Change
|
||||||||||
Net income (loss) (GAAP basis)
|
$
|
(487
|
)
|
|
$
|
12,481
|
|
|
***
|
|
|
$
|
(2,566
|
)
|
|
$
|
52,077
|
|
|
***
|
|
Provision (benefit) for income taxes
|
2,236
|
|
|
8,599
|
|
|
(74
|
%)
|
|
(2,794
|
)
|
|
13,380
|
|
|
***
|
|
||||
Interest expense
|
3,454
|
|
|
3,001
|
|
|
15
|
%
|
|
7,709
|
|
|
4,857
|
|
|
59
|
%
|
||||
Other non-operating items, net
|
5,301
|
|
|
1,908
|
|
|
***
|
|
|
9,188
|
|
|
5,878
|
|
|
56
|
%
|
||||
Operating income (GAAP basis)
|
10,504
|
|
|
25,989
|
|
|
(60
|
%)
|
|
11,537
|
|
|
76,192
|
|
|
(85
|
%)
|
||||
Severance-related charges
|
8,415
|
|
|
17,998
|
|
|
(53
|
%)
|
|
20,265
|
|
|
21,694
|
|
|
(7
|
%)
|
||||
Acquisition-related expenses
|
1,570
|
|
|
12,788
|
|
|
(88
|
%)
|
|
2,593
|
|
|
14,639
|
|
|
(82
|
%)
|
||||
Facility consolidation and asset impairment charges
|
16,131
|
|
|
3,943
|
|
|
***
|
|
|
20,610
|
|
|
4,487
|
|
|
***
|
|
||||
Other items
|
(4,816
|
)
|
|
—
|
|
|
100
|
%
|
|
(337
|
)
|
|
(1,200
|
)
|
|
(72
|
%)
|
||||
Depreciation
|
43,681
|
|
|
29,292
|
|
|
49
|
%
|
|
83,132
|
|
|
53,251
|
|
|
56
|
%
|
||||
Amortization
|
8,169
|
|
|
1,640
|
|
|
***
|
|
|
15,535
|
|
|
2,958
|
|
|
***
|
|
||||
Adjusted EBITDA (non-GAAP basis)
|
$
|
83,654
|
|
|
$
|
91,650
|
|
|
(9
|
%)
|
|
$
|
153,335
|
|
|
$
|
172,021
|
|
|
(11
|
%)
|
In thousands, except per share data
|
Quarter-to-Date
|
|
Year-to-Date
|
||||||||||||||||||
|
2017
|
|
2016
|
|
Change
|
|
2017
|
|
2016
|
|
Change
|
||||||||||
Severance-related charges
|
$
|
8,415
|
|
|
$
|
17,998
|
|
|
(53
|
%)
|
|
$
|
20,265
|
|
|
$
|
21,694
|
|
|
(7
|
%)
|
Acquisition-related expenses
|
1,570
|
|
|
12,788
|
|
|
(88
|
%)
|
|
2,593
|
|
|
14,639
|
|
|
(82
|
%)
|
||||
Facility consolidation and asset impairment charges (including accelerated depreciation)
|
29,929
|
|
|
3,943
|
|
|
***
|
|
|
44,347
|
|
|
4,550
|
|
|
***
|
|
||||
Other Items
|
(4,702
|
)
|
|
—
|
|
|
100
|
%
|
|
(3,198
|
)
|
|
(1,200
|
)
|
|
***
|
|
||||
Pre-tax impact
|
35,212
|
|
|
34,729
|
|
|
1
|
%
|
|
64,007
|
|
|
39,683
|
|
|
61
|
%
|
||||
Income tax impact of above items
|
(13,394
|
)
|
|
(10,864
|
)
|
|
23
|
%
|
|
(24,432
|
)
|
|
(12,657
|
)
|
|
93
|
%
|
||||
Impact of items affecting comparability on net income
|
$
|
21,818
|
|
|
$
|
23,865
|
|
|
(9
|
%)
|
|
$
|
39,575
|
|
|
$
|
27,026
|
|
|
46
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net income (loss) (GAAP basis)
|
$
|
(487
|
)
|
|
$
|
12,481
|
|
|
***
|
|
|
$
|
(2,566
|
)
|
|
$
|
52,077
|
|
|
***
|
|
Impact of items affecting comparability on net income (loss)
|
21,818
|
|
|
23,865
|
|
|
(9
|
%)
|
|
39,575
|
|
|
27,026
|
|
|
46
|
%
|
||||
Adjusted net income (non-GAAP basis)
|
$
|
21,331
|
|
|
$
|
36,346
|
|
|
(41
|
%)
|
|
$
|
37,009
|
|
|
$
|
79,103
|
|
|
(53
|
%)
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Earnings (loss) per share - diluted (GAAP basis)
|
$
|
(0.00
|
)
|
|
$
|
0.10
|
|
|
***
|
|
|
$
|
(0.02
|
)
|
|
$
|
0.44
|
|
|
***
|
|
Impact of items affecting comparability on net income (loss)
|
0.18
|
|
|
0.20
|
|
|
(10
|
%)
|
|
0.34
|
|
|
0.22
|
|
|
55
|
%
|
||||
Adjusted earnings per share - diluted (non-GAAP basis)
|
$
|
0.18
|
|
|
$
|
0.30
|
|
|
(40
|
%)
|
|
$
|
0.32
|
|
|
$
|
0.66
|
|
|
(52
|
%)
|
Diluted weighted average number of common shares outstanding (GAAP basis)
|
113,652
|
|
|
119,377
|
|
|
(5
|
%)
|
|
113,574
|
|
|
119,218
|
|
|
(5
|
%)
|
||||
Diluted weighted average number of common shares outstanding (non-GAAP basis)
|
115,918
|
|
|
119,377
|
|
|
(3
|
%)
|
|
115,595
|
|
|
119,218
|
|
|
(3
|
%)
|
In thousands
|
Quarter-to-Date
|
|
Year-to-Date
|
||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||
Weighted average number of shares outstanding - basic (GAAP basis)
|
113,652
|
|
|
116,516
|
|
|
113,574
|
|
|
116,414
|
|
Effect of dilutive securities (GAAP basis)
|
|
|
|
|
|
|
|
||||
Restricted stock units
|
—
|
|
|
1,642
|
|
|
—
|
|
|
1,536
|
|
Performance share units
|
—
|
|
|
954
|
|
|
—
|
|
|
991
|
|
Stock options
|
—
|
|
|
265
|
|
|
—
|
|
|
277
|
|
Weighted average number of shares outstanding - diluted (GAAP basis)
|
113,652
|
|
|
119,377
|
|
|
113,574
|
|
|
119,218
|
|
Effect of dilutive securities (non-GAAP basis)
|
|
|
|
|
|
|
|
||||
Restricted stock units
|
1,323
|
|
|
—
|
|
|
1,298
|
|
|
—
|
|
Performance share units
|
825
|
|
|
—
|
|
|
587
|
|
|
—
|
|
Stock options
|
118
|
|
|
—
|
|
|
136
|
|
|
—
|
|
Weighted average number of shares outstanding - diluted
(non-GAAP basis)
|
115,918
|
|
|
119,377
|
|
|
115,595
|
|
|
119,218
|
|
In thousands
|
Year-to-Date
|
||||||
|
2017
|
|
2016
|
||||
Net cash flow provided by operating activities (GAAP basis)
|
$
|
129,544
|
|
|
$
|
93,341
|
|
Capital expenditures
|
(29,831
|
)
|
|
(26,136
|
)
|
||
Free cash flow (non-GAAP basis)
|
$
|
99,713
|
|
|
$
|
67,205
|
|
•
|
Macroeconomic trends and conditions;
|
•
|
An accelerated decline in general print readership and/or advertiser patterns as a result of competitive alternative media or other factors;
|
•
|
An inability to adapt to technological changes or grow our digital businesses;
|
•
|
Risks associated with the operation of an increasingly digital business, such as rapid technological changes, frequent new product introductions, declines in web traffic levels, technical failures and proliferation of ad blocking technologies;
|
•
|
Competitive pressures in the markets in which we operate;
|
•
|
An increase in newsprint costs over the levels anticipated;
|
•
|
Potential disruption or interruption of our IT systems due to accidents, extraordinary weather events, civil unrest, political events, terrorism or cyber security attacks;
|
•
|
Variability in the exchange rate relative to the U.S. dollar of currencies in foreign jurisdictions in which we operate;
|
•
|
Risks and uncertainties related to strategic acquisitions or investments, including distraction of management attention, incurrence of additional debt, integration challenges, and failure to realize expected benefits or synergies or to operate businesses effectively following acquisitions;
|
•
|
Risks and uncertainties associated with our ReachLocal segment, including its significant reliance on Google for media purchases, its international operations and its ability to develop and gain market acceptance for new products or services;
|
•
|
Our ability to protect our intellectual property or defend successfully against infringement claims;
|
•
|
Our ability to attract and retain talent;
|
•
|
Labor relations, including, but not limited to, labor disputes which may cause business interruptions, revenue declines or increased labor costs;
|
•
|
Risks associated with our underfunded pension plans;
|
•
|
Adverse outcomes in litigation or proceedings with governmental authorities or administrative agencies, or changes in the regulatory environment, any of which could encumber or impede our efforts to improve operating results or the value of assets;
|
•
|
Our inability to engage in certain corporate transactions following the separation;
|
•
|
Volatility in financial and credit markets which could affect the value of retirement plan assets and our ability to raise funds through debt or equity issuances and otherwise affect our ability to access the credit and capital markets at the times and in the amounts needed and on acceptable terms; and
|
•
|
Other uncertainties relating to general economic, political, business, industry, regulatory and market conditions.
|
Date: August 3, 2017
|
GANNETT CO., INC.
|
|
|
|
/s/ Alison K. Engel
|
|
Alison K. Engel
|
|
Senior Vice President, Chief Financial Officer and Treasurer
|
|
(on behalf of Registrant and as Principal Financial Officer)
|
4-1
|
|
Amendment to 2015 Omnibus Incentive Compensation Plan
|
|
Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed by the Company with the SEC on May 11, 2017.
|
|
|
|
|
|
10-1
|
|
Gannett Co., Inc. 2015 Deferred Compensation Plan Rules for Post-2004 Deferrals, Amendment No. 2, effective as of June 1, 2017
|
|
Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed by the Company with the SEC on June 6, 2017.
|
|
|
|
|
|
10-2
|
|
Gannett Co., Inc. 2015 Deferred Compensation Plan Rules for Pre-2005 Deferrals, Amendment No. 1, effective as of June 1, 2017
|
|
Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed by the Company with the SEC on June 6, 2017.
|
|
|
|
|
|
10-3
|
|
2015 Change in Control Severance Plan, as amended as of July 20, 2017
|
|
Attached.
|
|
|
|
|
|
10-4
|
|
Executive Severance Plan, as amended as of July 20, 2017
|
|
Attached.
|
|
|
|
|
|
31-1
|
|
Rule 13a-14(a) Certification of CEO
|
|
Attached.
|
|
|
|
|
|
31-2
|
|
Rule 13a-14(a) Certification of CFO
|
|
Attached.
|
|
|
|
|
|
32-1
|
|
Section 1350 Certification of CEO
|
|
Attached.
|
|
|
|
|
|
32-2
|
|
Section 1350 Certification of CFO
|
|
Attached.
|
|
|
|
|
|
101
|
|
The following financial information from Gannett Co., Inc. Quarterly Report on Form 10-Q for the quarter ended June 25, 2017, formatted in XBRL: (i) Unaudited Condensed Consolidated Balance Sheets at June 25, 2017 and December 25, 2016, (ii) Unaudited Condensed Consolidated Statements of Income (Loss) for the fiscal quarters and six months ended June 25, 2017 and June 26, 2016, (iii) Unaudited Condensed Consolidated Statements of Comprehensive Income for the fiscal quarters and six months ended June 25, 2017 and June 26, 2016, (iv) Unaudited Condensed Consolidated Cash Flow Statements for the six months ended June 25, 2017 and June 26, 2016, and (v) Unaudited Notes to Condensed Consolidated Financial Statements
|
|
Attached.
|
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