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NEWM 3Q'17 Supplement PDF
NEWM 3Q'17 Supplement PDF
1.4M
PAID
SUBSCRIPTIONS
Note: All figures are as of September 24, 2017. SMBs in our market based upon data from Hoover’s using newspaper asset zip codes.
2
Investment Highlights – Q3 2017 & Subsequent Events(1)
Reported revenue was $317.2 million, down 6.4% on an organic same store basis, impacted in part by the
Continued hurricanes
Revenue
Digital revenue grew 11.1% over prior year to $35.6 million, and represents 11.2% of total Q3 revenue
Diversification
55% of LTM revenue now comes from stable or growing revenue categories, up from 52% for FY 2016(2)
Completed acquisition of Calkins Media for $17.5 million(4) on June 30, 2017
Robust Completed acquisition of SC Biz News for $1.9 million(4) on June 30, 2017
Acquisition
Strategy Completed acquisition of many of the newspaper and related assets of Morris Publishing Group for $120 million(4)
on October 2, 2017
Declared a Q3 dividend of $0.37 per common share, an increase of 5.7% from the prior quarter
Secure Closed on the extension of our term loan through July 14, 2022, upsized it by $20 million, and increased the
Capital Structure accordion availability to $80 million
3
New Media Investment Thesis
Portfolio of trusted local media brands that have been published, on average, for over 100 years
Strong and
Consistent LTM As Adjusted EBITDA margins of 12.2% with strong LTM Free Cash Flow conversion at 74.6%(1)
Cash Flow
Over $200 million of NOLs to shield future cash flows(2)
Leveraging our local media assets to develop UpCurve, our SMB solutions platform, and GateHouse Live, our
events business
Commitment to
Growth Accretive strategic acquisitions; fragmented and out of favor sector
Leveraging our print and distribution assets to win commercial contracts from third parties
1) LTM As Adjusted EBITDA margin calculated as LTM As Adjusted EBITDA of $156.7 million divided by LTM Revenue of $1,281.2 million. Free Cash Flow conversion
calculated as LTM Free Cash Flow of $117.0 million divided by LTM As Adjusted EBITDA of $156.7 million.
2) Approximately $90 million of the NOLs are subject to IRC 382 limitations and, therefore, $17.1 million can be deducted annually. Approximately $110 million of the
NOLs are unrestricted and available for immediate use, if necessary.
4
Successful Execution of our Strategy since Spin
Organic Growth Diversified away from Traditional Print revenue(1) which was 56% of total revenue in FY 2013 to
45% of total revenue for LTM Q3 2017
Diversify revenue base to
create organic revenue and Growth of UpCurve(2) revenue from $6.4 million in FY 2013 to $66.3 million for LTM Q3 2017
cash flow growth Launched GateHouse Live in 2015 which is on track for $15 million in revenue in 2017(3)
Acquisitions
Completed $874.8 million(4) of acquisitions to date
Out of favor and fragmented Purchase price has averaged 4.0x the seller’s LTM As Adjusted EBITDA(5)
industry has created
attractive pricing for assets Average unlevered yield of 23%(6) and average levered yield of 28%(7), before synergies
Declared a Q3 dividend of $0.37 per common share, an increase of $0.02, or 5.7% from the prior
Pay Dividend quarter
Return a meaningful portion Dividend has been raised for four consecutive years and over 37% since spin
of free cash flow to
Liquidity, consisting of cash on the balance sheet and undrawn revolver, of $200.5 million(8) as of
shareholders
the end of Q3
5
Strong and Consistent Cash Flows
$1,294 20%
$1,255
$1,196 CAGR
$162 $163
$156
$652
$89
$517 $79
(1) (1)
FY2013 FY2014 FY2015 FY2016 FY2017E FY2013 FY2014 FY2015 FY2016 FY2017E
1) FY 2017 Analyst Estimates Consensus ending December 31, 2017. There can be no assurance that we will achieve FY2017E revenue or FY2017E As Adjusted EBITDA.
6
Organic Growth Initiatives
Targeted 2017 revenue more than doubling from prior year to ~$15 million (2)
171 events have been held through the end of Q3
Expecting to hold 240 events by the end of the year(3)
7
UpCurve – Business Solutions for Stronger Growth
ThriveHive ThriveHive
UpCurve Total Revenues(1)
Active Customers(1,2) Top Customer Verticals(1)
($ in thousands) (in thousands)
22.0% 2.6% Professional Services 19%
$17,900 9.1
8.9
Home Services 19%
$14,700 $3,600
$2,100 Healthcare & Education 18%
Other 14%
Real Estate 4%
Q3 2016 Q3 2017 Q3 2016 Q3 2017
ThriveHive UpCurve Cloud
1) Revenue, active customers, and top customer verticals are rounded and are as of Q3 2017. UpCurve was formerly known as Propel Business Services and ThriveHive
was formerly known as Propel Marketing.
2) Active customers excludes AdEnhance customers.
3) Licenses, annual churn, and recurring revenue data as of Q3 2017.
8
UpCurve Revenues
Strong UpCurve Revenues projecting 81-85% CAGR from FY 2013 through FY 2017E(1)
($ in millions)
81-85%
CAGR(1) $75.0
$70.0
$53.0
$31.3
$18.5
$6.4
1) Assumes the low- and high-ends of the target revenue range shown on page 17. There can be no assurances that UpCurve will achieve FY2017E revenue target.
9
Recent Deal Activity – Q3 2017 and Subsequent Events(1)
In Q3, New Media closed on the acquisitions of Calkins Media Group and SC Biz News for $17.5
million and $1.5 million, respectively(2)
Both purchases were within the Company’s stated acquisition range of 3.5x-4.5x seller’s LTM As Adjusted
EBITDA
Subsequent to the quarter, New Media closed on its previously-announced acquisition of many of the
newspaper and related assets of Morris Publishing Group for $120.0 million(2)
The purchase was within the Company’s stated acquisition range of 3.5x-4.5x seller’s LTM As Adjusted
EBITDA
For over 80 years, the Morris family has managed a portfolio of 79 publications, including 11 daily
newspaper spanning six states
Florida
Texas
Kansas
Alaska
Arkansas
Georgia
10
Historical Acquisition Review
Target dominant providers of New Media Acquisition Date Closed Purchase Price(2)
($ in mms)
local news in small to mid-size
markets with established brands Q4 2017 $120.0
Q3 2017 $17.5
21 $874.8mm
Local media Q3 2017 $1.9
Total gross purchase
acquisitions
price of acquisitions(2)
completed to date(1) Q1 2017 $21.2
NEWM YTD Stock Performance vs. Peers(1,6) Cumulative Common Dividend Since Spin-off
120 NEWM Total LTM Return : 16.3%
Dividend raised 4x since inception $4.59
110 once per year since spin $4.22
$3.87 $0.37
106.8 $0.35
$3.52
$3.17 $0.35
100
$2.82 $0.35
$2.49 $0.35
$2.16 $0.33
90 $0.33
$1.83
$1.50 $0.33
$1.17 $0.33
80 $0.33
$0.84
$0.54 $0.33
72.6 $0.27 $0.30
70 $0.27
$0.27
60 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3
Oct-16 Dec-16 Feb-17 Apr-17 Jun-17 Aug-17 Oct-17 '14 '14 '14 '15 '15 '15 '15 '16 '16 '16 '16 '17 '17 '17
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Q3 2017 Results and Non-GAAP Highlights(1)
Total revenues of $317.2 million were 3.4% ahead of prior year
On an organic same store basis, revenue decreased 6.4% vs. prior year
Negatively impacted in September by the hurricanes in Texas and Florida
As Adjusted EBITDA of $37.1 million, inclusive of the negative impact in September of approximately $1
million from the hurricanes
Free Cash Flow of $27.3 million, inclusive of the negative impact in September of approximately $1 million
from the hurricanes
Driven by $6.2 million(2) of charges from our credit facility amendment and consolidation of press equipment
Excluding these items, the Company’s result was $4.2 million in Net income
Revenues $ 317.2
Revenues $ 317.2
Traditional Print $ 137.6
Digital $ 35.6
Operating income $ 11.5
Subscription & Other $ 144.1
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Appendix
15
Footnotes – Successful Execution of our Strategy since Spin
1) Traditional Print revenue is defined as Local, Classified, & Preprints.
2) UpCurve was reported as Propel Marketing in the quarterly supplement for fourth quarter and FY 2013.
3) Assumes midpoint of target revenue on page 17. There can be no assurances that we will achieve such revenues.
4) Purchase price excludes working capital, except for Columbus Dispatch and Erie.
5) Represents total purchase price to average LTM As Adjusted EBITDA for 21 closed local media acquisitions.
6) Unlevered yield is calculated by subtracting capex and cash taxes from LTM As Adjusted EBITDA, and dividing the total into the total purchase price of the 21 closed local
media acquisitions of $863.0 million. The calculation assumes at acquisition LTM As Adjusted EBITDA of $213.5 million, capex of 1% of revenue (assuming a 15% EBITDA
margin), and cash taxes of $0.
7) Levered yield is calculated using the unlevered yield calculation described in footnote 6, and also subtracting debt payments for funding acquisitions from LTM As Adjusted
EBITDA, and dividing the total into the cash portion of the total purchase price. The calculation uses the same assumptions as footnote 6, debt payments for funding
acquisitions of $14.7 million (assuming a 7.25% rate on $203 million of debt) and the cash portion of the total purchase price of $660.0 million.
8) $200.5 million of liquidity includes $160.5 million of cash and $40.0 million of undrawn revolver as of September 24, 2017. $120.0 million was subsequently used for the Morris
acquisition that closed on October 2, 2017.
16
FY 2017 Revenue Targets(1)
($ in millions)
FY 2017
1) Target revenue is based on management's current expectations, assumptions and estimates. There can be no assurances that such revenues will be achieved.
17
Footnotes – Historical Acquisition Review
1) Excludes non local media acquisitions.
2) Purchase price excludes working capital, except for Columbus Dispatch and Erie.
3) Represents purchase price to average LTM As Adjusted EBITDA for 21 closed local media acquisitions.
4) Unlevered yield is calculated by subtracting capex and cash taxes from LTM As Adjusted EBITDA, and dividing the total into the total purchase price of the 21 closed local
media acquisitions of $863.0 million. The calculation assumes at acquisition LTM As Adjusted EBITDA of $213.5 million, capex of 1% of revenue (assuming a 15% EBITDA
margin), and cash taxes of $0.
5) Levered yield is calculated using the unlevered yield calculation described in footnote 4, and also subtracting debt payments for funding acquisitions from LTM As Adjusted
EBITDA, and dividing the total into the cash portion of the total purchase price. The calculation uses the same assumptions as footnote 4, debt payments for funding
acquisitions of $14.7 million (assuming a 7.25% rate on $203 million of debt) and the cash portion of the total purchase price of $660.0 million.
6) Consisting of cash on the balance sheet and undrawn revolver as of September 24, 2017, and adjusting for the $120.0 million paid for the Morris acquisition that closed on October
2, 2017.
18
Footnotes – Capital Allocation Update
1) NEWM’s total return calculated using a share price of $15.68 as of October 19, 2017, $14.68 as of October 19, 2016 and $1.40 dividend per share as of Q3 2017. Peer group
average includes MNI, LEE, TRNC, GCI, and AHC. Peer group total return average calculated by using the following share prices as of October 19, 2017: MNI $7.58, LEE
$2.30, TRNC $15.19, GCI $9.45, and AHC $4.53, the following share prices as of October 19, 2016: MNI $18.36, LEE $2.90, TRNC $16.70, GCI $10.75, and AHC $7.10, and a
cumulative LTM dividend per share of $0.64 for GCI and $0.32 for AHC as of Q3 2017. Note AHC and GCI are the only peers that currently pay a dividend.
2) $200.5 million of liquidity includes $160.5 million of cash and $40 million of undrawn revolver.
3) NEWM may not be able to pay dividends in accordance with our announced intent or at all. See “Disclaimers and Notes” at the beginning of this Presentation.
4) Source: CapIQ. Newspaper peers that currently pay a dividend are AHC and GCI. Average dividend yield is based on share prices as of October 19, 2017.
5) Approximately $90 million of the NOLs are subject to IRC 382 limitations and, therefore, $17.1 million can be deducted annually. Approximately $110 million of the NOLs are
unrestricted and available for immediate use, if necessary.
19
New Media Diversified Revenue
Traditional Print
Digital
Note: Small discrepancies may exist due to rounding of revenue or percentage categories.
1) UpCurve was formerly reported as Propel Business Services.
20
Debt & Leverage Overview
($ in millions)
Ending Balance as of
Rate
September 24, 2017
1) Gross leverage ratio is calculated by dividing total debt by Q3 2017 LTM pro-forma As Adjusted EBITDA.
2) Net leverage ratio is calculated by subtracting cash on the balance sheet from total debt, and dividing it by Q3 2017 LTM pro-forma As Adjusted EBITDA.
21
Condensed Consolidated Balance Sheets
(In thousands, except share data)
September 24, 2017 December 25, 2016
Assets
Current assets:
Cash and cash equivalents $ 160,541 $ 172,246
Restricted cash 3,406 3,406
Accounts receivable, net of allowance for doubtful accounts of $5,714 and
$5,478 at September 24, 2017 and December 25, 2016, respectively 127,652 138,115
Inventory 18,282 18,167
Prepaid expenses 21,683 18,720
Other current assets 21,029 19,694
Total current assets 352,593 370,348
Property, plant, and equipment, net of accumulated depreciation of $161,218
and $130,839 at September 24, 2017 and December 25, 2016, respectively 366,710 381,319
Goodwill 202,388 227,954
Intangible assets, net of accumulated amortization of $60,528 and $43,632
at September 24, 2017 and December 25, 2016, respectively 337,473 351,477
Other assets 5,883 4,932
Total assets $ 1,265,047 $ 1,336,030
Liabilities and Stockholders' Equity
Current liabilities:
Current portion of long-term debt $ 4,527 $ 14,387
Accounts payable 24,905 19,105
Accrued expenses 82,324 84,389
Deferred revenue 80,375 77,987
Total current liabilities 192,131 195,868
Long-term liabilities:
Long-term debt 356,536 338,860
Long-term liabilities, less current portion 14,053 12,597
Deferred income taxes 9,773 7,786
Pension and other postretirement benefit obligations 24,106 25,946
Total liabilities 596,599 581,057
Stockholders’ equity:
Common stock, $0.01 par value, 2,000,000,000 shares authorized at
September 24, 2017 and December 25, 2016; 53,354,393 and 53,543,226
issued at September 24, 2017 and December 25, 2016, respectively 527 531
Additional paid-in capital 702,093 742,543
Accumulated other comprehensive loss (3,894) (3,977)
(Accumulated deficit) retained earnings (29,205) 16,293
Treasury stock, at cost, 134,208 and 46,438 shares at September 24, 2017 and
December 25, 2016, respectively (1,073) (417)
Total stockholders' equity 668,448 754,973
Total liabilities and stockholders' equity $ 1,265,047 $ 1,336,030
22
Unaudited Condensed Consolidated Income Statement
(In thousands, except per share data) Three months Three months
ended ended
September 24, 2017 September 25, 2016
Revenues:
Advertising $ 159,481 $ 164,683
Circulation 112,792 104,693
Commercial printing and other 44,903 37,461
Total revenues 317,176 306,837
Operating costs and expenses:
Operating costs 177,724 172,972
Selling, general, and administrative 106,809 100,052
Depreciation and amortization 18,257 17,014
Integration and reorganization costs 2,210 5,197
Impairment of long-lived assets - -
Goodwill and mastheads impairment - -
Loss (gain) on sale or disposal of assets 686 974
Operating income 11,490 10,628
Interest expense 7,848 7,391
Loss on early extinguishment of debt 4,767 -
Other income (88) (62)
(Loss) income before income taxes (1,037) 3,299
Income tax expense (benefit) 934 504
Net (loss) income (1,971) 2,795
23
New Media Quarterly and Full Year Same Store and Organic Same Store Revenue
1) Same store revenues take into account material acquisitions and divestitures of the Company by adjusting prior year performance to include or exclude financial results
as if the Company had owned or divested a business for the comparable period. The results of several acquisitions (“tuck-in acquisitions”) were funded from the
Company’s available cash and not considered material.
2) Tuck-in acquisitions are adjusted for non-material acquisitions and non-material divestitures, and to adjust for Commercial Print revenues that are now intercompany.
3) Organic Same Store Revenues are same store revenues adjusted to remove non-material acquisitions and non-material divestitures, and to adjust for Commercial Print
revenues that are now intercompany.
4) Pro-forma revenues assumes ownership of material acquisitions and divestitures for the entire period of time.
24
Non-GAAP Reconciliation
A non-GAAP financial measure is generally defined as one that purports to measure historical or future financial performance, financial position or cash flows, but
excludes or includes amounts that would not be so adjusted in the most comparable GAAP measure. This Presentation includes non-GAAP measures used by New
Media, such as Adjusted EBITDA, As Adjusted EBITDA, Free Cash Flow, gross leverage, and net leverage.
Adjusted EBITDA, As Adjusted EBITDA, Free Cash Flow, gross leverage, and net leverage are not measurements of financial performance under GAAP and
should not be considered in isolation or as alternatives to income from operations, net income (loss), cash flow from continuing operating activities or any other
measure of performance or liquidity derived in accordance with GAAP. These non-GAAP measures as calculated by New Media may differ from similar non-
GAAP measures presented by other companies, so New Media’s measure may not be comparable to such other measures. We strongly urge you not to rely on any
single financial measure to evaluate any business.
New Media defines Adjusted EBITDA as net income (loss) from continuing operations before income tax expense (benefit), interest/financing expense, depreciation
and amortization, and non-cash impairments. New Media defines As Adjusted EBITDA as Adjusted EBITDA before transaction and project costs, merger and
acquisition related costs, integration and reorganization costs, gain/loss on sale or disposal of assets, non-cash items such as non-cash compensation, and Adjusted
EBITDA from non-wholly owned subsidiaries. The Company defines Free Cash Flow as As Adjusted EBITDA less capital expenditures, cash taxes, interest paid,
and pension payments.
We believe these non-GAAP measures, as defined above, are useful to investors for the following reasons:
Evaluating performance and identifying trends in day-to-day performance because the items excluded have little or no significance on the Company’s day-to-
day operations; and
Providing assessments of controllable expenses that afford management the ability to make decisions which are expected to facilitate meeting current financial
goals as well as achieving optimal financial performance.
We use Adjusted EBITDA, As Adjusted EBITDA, Free Cash Flow, gross leverage, and net leverage as measures of our deployed revenue generating assets between
periods on a consistent basis. We believe As Adjusted EBITDA and Free Cash Flow measure our financial performance and help identify operational factors that
management can impact in the short term, mainly our operating cost structure and expenses. We exclude mergers and acquisition, transaction, and project related
costs such as diligence activities and new financing related costs because they represent costs unrelated to the day-to-day operating performance of the business that
management can impact in the short term. We consider the loss on early extinguishment of debt to be financing related costs associated with interest expense or
amortization of financing fees, which by definition are excluded from Adjusted EBITDA. Such charges are incidental to, but not reflective of our day-to-day
operating performance of the business that management can impact in the short term.
The following tables include a reconciliation of Adjusted EBITDA, As Adjusted EBITDA, and Free Cash Flow to income (loss) from continuing operations.
25
New Media Non-GAAP Reconciliation – Quarterly and Full Year(1)
(In thousands) 12 months ended 3 months ended 3 months ended 3 months ended 3 months ended 3 months ended
September 24, 2017 September 24, 2017 September 25, 2016 December 25, 2016 March 26, 2017 June 25, 2017
Income (Loss) from continuing operations ($12,847) ($1,971) $2,795 $14,496 ($3,685) ($21,687)
Income Tax (benefit) expense 4,933 934 504 2,375 (6,331) 7,955
Interest Expense 29,649 7,848 7,391 7,366 7,218 7,217
Depreciation and amortization 72,032 18,257 17,014 17,410 17,604 18,760
Goodwill impairment 27,448 27,448
Impairment of long-term assets 6,485 - 6,485 -
Loss on extinguishment of Debt 4,767 4,767
Adjusted EBITDA from continuing operations $132,467 $29,835 $27,704 $41,647 $21,291 $39,693
Non cash compensation and other expense 18,256 4,393 3,118 6,945 2,940 3,980
Integration and reorganization costs 7,637 2,210 5,197 820 2,370 2,237
(Gain)/loss on sale of assets (1,621) 686 974 239 88 (2,634)
As Adjusted EBITDA - Actual Results $156,739 $37,124 $36,993 $49,651 $26,689 $43,276
Interest paid(2) (26,815) (6,896) (6,690) (6,748) (6,663) (6,507)
Net capital expenditures (10,106) (2,382) (2,288) (2,900) (2,400) (2,424)
Pension Payments (2,282) (926) (824) (479) (422) (455)
Cash taxes (542) 387 (304) (693) (13) (223)
Free Cash Flow - Actual Results $116,994 $27,307 $26,887 $38,831 $17,191 $33,667