GateHouse Media (GHSE) 8-K/A Financial Statements and Exhibits

Exhibit 99.2

GATEHOUSE MEDIA, INC.

Unaudited Pro Forma Condensed Consolidated Financial Information

As of March 31, 2007

(In thousands, except for share and per share amounts)

General Information

The following unaudited pro forma condensed consolidated financial information sets forth the historical financial information for the three months ended March 31, 2006, as of and for the three months ended March 31, 2007, and for the year ended December 31, 2006 as derived from our historical consolidated financial statements. The unaudited pro forma condensed consolidated statements of operations for the year ended December 31, 2006 and the three months ended March 31, 2006 give effect to each of the following as if they had occurred on January 1, 2006:

Ÿ the acquisition of substantially all of the assets, and the assumption of certain liabilities, of CP Media on June 6, 2006 (the “CNC Acquisition”);

Ÿ the acquisition of all the equity interests of Enterprise NewsMedia, LLC on June 6, 2006 (the “Enterprise Acquisition” and, together with the CNC Acquisition, the “Massachusetts Acquisitions”);

Ÿ the acquisition of all of the equity interests of certain wholly-owned subsidiaries of Copley and the acquisition of certain assets and liabilities of Copley which, taken together, comprised Copley’s midwest (Ohio and Illinois) operations and business on April 11, 2007 (the “Copley Acquisition”);

Ÿ the acquisition of substantially all of the assets, and assumption of certain liabilities of four daily newspapers owned by Gannett in Rockford, Illinois; Utica, New York; Norwich, Connecticut and Huntington, West Virginia on May 7, 2007 (the “Gannett Acquisition”);

Ÿ the entry into the 2007 Financings (the “2007 Financings”), consisting of a $945,000 term loan facility, a delayed draw term loan of $250,000 million and a $300,000 bridge term loan credit facility (the “Bridge Facility”); and

Ÿ the tax effects of each of the above.

The unaudited pro forma condensed consolidated statements of operations for the three months ended March 31, 2007 give effect to all of the above, except the 2006 acquisitions, as if they had occurred on January 1, 2006.

The unaudited proforma condensed consolidated balance sheet as of March 31, 2007 gives effect to the Copley and Gannett Acquisitions for the impact of purchase accounting to the values of the assets and liabilities acquired and related deferred tax liabilities, the elimination of certain assets and liabilities not acquired and the 2007 Financings.

The unaudited pro forma condensed consolidated financial statements do not give pro forma effect to:

Ÿ the acquisition of all the issued and outstanding capital stock of SureWest Directories from SureWest Communications for an aggregate purchase price of approximately $110,305 in February of 2007;

Ÿ the acquisition of seven publications for an aggregate purchase price of approximately $72,220 in February of 2007;

Ÿ the acquisition of 25 publications (excluding the acquisitions noted above) for an aggregate purchase price of $23,815 during the three months ended March 31, 2007; and

Ÿ the acquisition of nine publications (excluding the acquisitions noted above) for an aggregate purchase price of $11,752 during the year ended December 31, 2006.

The unaudited pro forma financial statements do not purport to represent what our results of operations or financial position would have been if these transactions had occurred on the date indicated and are not intended to project our results of operations or financial position for any future period or date.

The unaudited pro forma adjustments are based on estimates, available information and certain assumptions that we believe are reasonable and may be revised as additional information becomes available. The pro forma adjustments and primary assumptions are described in the accompanying notes.

2

GATEHOUSE MEDIA, INC.

Unaudited Pro Forma Condensed Consolidated Balance Sheet

As of March 31, 2007

(In thousands)

	GateHouse Media (A)			Copley (B)		Gannett (C)		Adjustments (D)			Pro forma
Assets:
Cash and cash equivalents	$	6,557		$	2,379	$	935	$	(552	)(1)	$	9,319
Accounts receivable, net		58,709			13,248		11,902		(2,109	)(2)		81,750
Inventory		4,921			2,504		2,744		(1,261	)(2,3)		8,908
Prepaid expenses		3,246			654		7,521		(1,788	)(2)		9,633
Deferred income taxes		2,896			—		—		—			2,896
Other current assets		1,658			—		—		—			1,658
Total current assets		77,987			18,785		23,102		(5,710	)		114,164
Property, plant and equipment, net		110,102			58,286		47,855		521	(2,4)		216,764
Goodwill		602,463			359,823		24,196		(51,793	)(2,5)		934,689
Intangible assets, net		481,532			—		—		309,163	(2,6)		790,695
Deferred financing costs, net		8,425			—		—		4,150	(7)		12,575
Other assets		5,439			5,054		205		(4,418	)(2)		6,280
Assets held for sale		2,352			—		—		76,277	(2)		78,629
Total assets	$	1,288,300		$	441,948	$	95,358	$	328,190		$	2,153,796
Liabilities and Stockholders’ Equity:
Current portion of long-term liabilities	$	868		$	—	$	—	$	—		$	868
Accounts payable		5,099			1,890		1,581		(410	)(2)		8,160
Accrued expenses		23,937			6,882		1,215		(596	)(2)		31,438
Deferred revenue		16,353			6,670		3,610		(622	)(2)		26,011
Deferred income taxes		—			1,218		—		(1,218	)(2)		—
Other current liabilities		—			4,920		—		—			4,920
Note payable to parent company		—			185,000		—		(185,000	)(2)		—
Current liabilities held for sale		—			—		—		1,277	(2)		1,277
Dividend payable		14,489			—		—		—			14,489
Total current liabilities		60,746			206,580		6,406		(186,569	)		87,163
Long-term debt, less current portion		690,000			—		—		805,000	(8)		1,495,000
Long-term liabilities		2,869			3,060		233		(2,076	)(2)		4,086
Deferred income taxes		69,392			43,206		5,214		(15,558	)(9)		102,254
Pension and other post-retirement benefit obligations		14,062			6,801		—		(6,801	)(2)		14,062
Total liabilities		837,069			259,647		11,853		593,996			1,702,565
Common stock		381			—		—		—			381
Additional paid-in capital		487,080			—		—		—			487,080
Accumulated other comprehensive loss		(4,998	)		—		—		—			(4,998	)
Accumulated (deficit) earnings		(31,172	)		182,301		83,505		(265,806	)(10)		(31,172	)
Treasury stock		(60	)		—		—		—			(60	)
Total stockholders’ equity		451,231			182,301		83,505		(265,806	)		451,231
Total liabilities and stockholders’ equity	$	1,288,300		$	441,948	$	95,358	$	328,190		$	2,153,796

See accompanying notes to unaudited pro forma condensed consolidated financial statements.

3

GATEHOUSE MEDIA, INC.

Unaudited Pro Forma Condensed Consolidated Statement of Operations

For the Year Ended December 31, 2006

(In thousands, except for share and per share amounts)

		GateHouse Media (A)			Enterprise (B)			CNC (C)			Copley (D)			Gannett (E)		Adjustments (F)			Pro forma
Revenues:
Advertising	$	238,721		$	24,175		$	35,550		$	104,000		$	89,679	$	(15,650	)(1)	$	476,475
Circulation		52,656			8,226			5,222			44,238			23,914		(4,336	)(1)		129,920
Commercial printing and other		23,553			235			1,633			10,591			5,008		(3,561	)(1)		37,459
Total revenues		314,930			32,636			42,405			158,829			118,601		(23,547	)		643,854
Operating costs and expenses:
Operating costs		160,877			23,789			25,611			93,170			64,916		(15,395	)(1,2)		352,968
Selling, general and administrative		91,272			5,000			8,772			43,706			19,697		(10,679	)(1,3)		157,768
Depreciation and amortization		24,051			2,953			1,716			11,083			3,748		11,244	(1,4)		54,795
Transaction costs related to Merger and Massachusetts Acquisitions		—			4,420			—			—			—		—			4,420
Integration and reorganization		4,486			—			—			—			—		—			4,486
Impairment of long-lived assets		917			—			—			—			—		—			917
Other expense (income)		700			—			—			45			—		—			745
Total operating expenses		282,303			36,162			36,099			148,004			88,361		(14,830	)		576,099
Operating income (loss)		32,627			(3,526	)		6,306			10,825			30,240		(8,717	)		67,755
Interest expense
Debt		35,994			2,161			4,248			—			—		61,530	(5)		103,933
Other interest expense		—			—			2,488			13,061			—		(15,549	)(5)		—
Amortization of deferred financing costs		544			72			137			—			—		3,644	(6)		4,397
Unrealized gain on derivative instrument		(1,150	)		—			—			—			—		—			(1,150	)
Loss on extinguishment of debt		2,086			1,363			—			—			—		—			3,449
Other expense (income)		—			(104	)		(12	)		49			—		84	(7)		17
Income (loss) from operations before tax		(4,847	)		(7,018	)		(555	)		(2,285	)		30,240		(58,426	)		(42,891	)
Income tax expense (benefit)		(3,273	)		—			1,161			(1,042	)		12,126		(22,925	)(1,8)		(13,953	)
Income (loss) from continuing operations	$	(1,574	)	$	(7,018	)	$	(1,716	)	$	(1,243	)	$	18,114	$	(35,501	)	$	(28,938	)
Weighted average shares outstanding (G)
Basic and diluted		25,087,535																	25,087,535
Income (loss) per share from continuing operations (G)
Basic and diluted	$	(0.06	)															$	(1.15	)

See accompanying notes to unaudited pro forma condensed consolidated financial statements.

4

GATEHOUSE MEDIA, INC.

Unaudited Pro Forma Condensed Consolidated Statement of Operations

For the Three Months Ended March 31, 2007

(In thousands, except for share and per share amounts)

	GateHouse Media (A)			Copley (D)			Gannett (E)		Adjustments (F)			Pro forma
Revenues:
Advertising	$	71,248		$	23,341		$	20,189	$	(3,424	)(1)	$	111,354
Circulation		17,257			10,994			5,682		(1,073	)(1)		32,860
Commercial printing and other		6,479			2,745			1,421		(771	)(1)		9,874
Total revenues		94,984			37,080			27,292		(5,268	)		154,088
Operating costs and expenses:
Operating costs		52,538			22,944			15,620		(3,574	)(1,2)		87,528
Selling, general and administrative		30,621			10,690			4,909		(1,734	)(1,3)		44,486
Depreciation and amortization		8,802			2,423			999		2,753	(1,4)		14,977
Integration and reorganization		838			—			—		—			838
Impairment of long-lived assets		119			—			—		—			119
Other expense (income)		13			—			—		—			13
Total operating expenses		92,931			36,057			21,528		(2,555	)		147,961
Operating income (loss)		2,053			1,023			5,764		(2,713	)		6,127
Interest expense
Debt		10,217			—			—		15,766	(5)		25,983
Other interest expense		—			3,817			—		(3,817	)(5)		—
Amortization of deferred financing costs		223			—			—		94	(6)		317
Unrealized loss on derivative instrument		383			—			—		—			383
Other expense (income)		(205	)		(20	)		—		—			(225	)
Income (loss) from operations before tax		(8,565	)		(2,774	)		5,764		(14,756	)		(20,331	)
Income tax expense (benefit)		(2,486	)		(1,120	)		2,312		(5,787	)(1,8)		(7,081	)
Income (loss) from continuing operations	$	(6,079	)	$	(1,654	)	$	3,452	$	(8,969	)	$	(13,250	)
Weighted average shares outstanding (G)
Basic and diluted		38,097,167											38,097,167
Income (loss) per share from continuing operations—(G)         Basic and diluted	$	(0.16	)									$	(0.35	)

See accompanying notes to unaudited pro forma condensed consolidated financial statements.

5

GATEHOUSE MEDIA, INC.

Unaudited Pro Forma Condensed Consolidated Statement of Operations

For the Three Months Ended March 31, 2006

(In thousands, except for share and per share amounts)

	GateHouse Media (A)			Enterprise (B)			CNC (C)			Copley (D)			Gannett (E)		Adjustments (F)			Pro forma
Revenues:
Advertising	$	36,459		$	13,072		$	19,841		$	24,625		$	20,490	$	(3,624	)(1)		110,863
Circulation		8,495			4,773			3,091			10,925			5,910		(1,112	)(1)		32,082
Commercial printing and other		5,021			128			698			2,663			1,160		(1,020	)(1)		8,650
Total revenues		49,975			17,973			23,630			38,213			27,560		(5,756	)		151,595
Operating costs and expenses:
Operating costs		25,971			11,180			13,915			23,259			16,104		(3,857	)(1,2)		86,572
Selling, general and administrative		14,880			5,446			5,944			10,573			4,801		(2,501	)(1,3,9)		39,143
Depreciation and amortization		3,599			1,532			854			2,711			964		3,745	(1,4)		13,405
Integration and reorganization		1,710			—			—			—			—		—			1,710
Other expense (income)		441			—			(4	)		—			—		—			437
Total operating expenses		46,601			18,158			20,709			36,543			21,869		(2,613	)		141,267
Operating income (loss)		3,374			(185	)		2,921			1,670			5,691		(3,143	)		10,328
Interest expense
Debt		5,176			1,391			2,424			—			—		16,992	(5)		25,983
Other interest expense		—			1			1,471			2,892			—		(4,364	)(5)		—
Amortization of deferred financing costs		30			55			81			—			—		933	(6)		1,099
Unrealized gain on derivative instrument		(2,605	)		—			—			—			—		—			(2,605	)
Other expense (income)		—			(54	)		—			(19	)		—		50	(7)		(23	)
Income (loss) from operations before tax		773			(1,578	)		(1,055	)		(1,203	)		5,691		(16,754	)		(14,126	)
Income tax expense (benefit)		368			—			265			(535	)		2,282		(6,570	)(1,8)		(4,190	)
Income (loss) from continuing operations	$	405		$	(1,578	)	$	(1,320	)	$	(668	)	$	3,409	$	(10,184	)	$	( 9,936	)
Weighted average shares outstanding (G)
Basic		22,214,445																	22,214,445
Diluted		22,464,996																	22,214,445
Income (loss) per share from continuing operations-(G)
Basic	$	0.02																$	(0.45	)
Diluted	$	0.02																$	(0.45	)

See accompanying notes to unaudited pro forma condensed consolidated financial statements.

6

GATEHOUSE MEDIA, INC,

Notes and Management’s Assumptions to Unaudited

Pro Forma Condensed Consolidated Financial Statements

(In thousands, except for share and per share amounts)

1. Adjustment to Pro Forma Condensed Consolidated Balance Sheet

(A) GateHouse Media, Inc.

Reflects historical unaudited consolidated statement of financial position for GateHouse Media, Inc. (the “Company”) as of March 31, 2007.

(B) Copley

Reflects historical unaudited consolidated statement of financial position for the Copley Acquisition as of April 1, 2007.

(C) Gannett

Reflects historical unaudited consolidated statement of financial position for the Gannett Acquisition as of April 1, 2007.

(D) Adjustments

(1) Reflects the net adjustment of the consolidated cash position due to change in net asset and liabilities and cash balance after the Copley Acquisition, the Gannett Acquisition and the 2007 Financings.

(2) Reflects the elimination of certain assets and liabilities included in the historical balance sheets of Copley and Gannett but not purchased by the Company and the reclassification of certain assets and liabilities acquired in the Gannett Acquisition to a held for sale position:

	Assets & liabilities not assumed		Assets & liabilities held for sale
Accounts receivable, net	$	—	$	2,109
Inventory		—		661
Prepaid expenses		—		1,788
Property, plant and equipment, net		—		3,804
Goodwill		—		37,572
Intangible assets, net		—		30,341
Other assets		4,416		2
Total	$	4,416	$	76,277
Accounts payable	$	—	$	410
Accrued expenses		351		245
Deferred revenue		—		622
Deferred income taxes		1,218		—
Long term liabilities		2,076		—
Note payable to parent company		185,000		—
Pension and other post-retirement benefit obligations		6,801		—
Total	$	195,446	$	1,277

(3) Reflects the elimination of the LIFO reserve of $600 recorded in the historical statements of Copley. The elimination adjusts the inventory to a FIFO basis.

7

GATEHOUSE MEDIA, INC.

Notes and Management’s Assumptions to Unaudited

Pro Forma Condensed Consolidated Financial Statements—(Continued)

(In thousands, except for per share amounts)

(4) Reflects the purchase adjustments to record property, plant and equipment at fair value. Fair value was determined based on preliminary valuations.

Fair value of property, plant and equipment acquired:

Copley	$	61,672
Gannett		48,794
			$	110,466

Elimination of book value of assets acquired:

Copley	(58,286	)
Gannett	(47,855	)
				(106,141	)
Adjustment to property, plant and equipment:			$	4,325

(5) The Company consummated the acquisition of all the stock of certain wholly-owned subsidiaries of Copley and the acquisition of certain assets and liabilities of Copley which, taken together, comprised Copley’s midwest (Ohio and Illinois) operations and business on April 11, 2007;

On May 7, 2007, the Company consummated the acquisition of substantially all of the assets, and the assumption of certain liabilities of four daily newspapers owned by Gannett in Rockford, Illinois; Utica, New York; Norwich, Connecticut; and Huntington, West Virginia.

8

GATEHOUSE MEDIA, INC.

Notes and Management’s Assumptions to Unaudited

Pro Forma condensed Consolidated Financial Statements—(Continued)

(In thousands, except for share and per share amounts)

The total purchase price for the Copley Acquisition and the Gannett Acquisition, including transaction costs, was $801,401, subject to adjustment. The following table summarizes the components of the purchase price and the fair values of assets acquired and liabilities assumed as of March 31, 2007. The estimates of the fair value of assets acquired are based on preliminary valuations.

	Copley			Gannett			Total
Components of the purchase price:
Cash consideration	$	380,000		$	410,000		$	790,000
Payment of fees and expenses		1,632			9,695			11,327
Payment of working capital settlement		12			62			74
Total purchase price		381,644			419,757			801,401
Fair value of assets acquired and liabilities assumed:
Current assets		18,185			23,102			41,287
Other assets		637			205			842
Property, plant and equipment		61,672			48,794			110,466
Intangible assets		171,662			167,842			339,504
Total assets		252,156			239,943			492,099
Current liabilities		20,012			6,406			26,418
Deferred income taxes		24,743			8,118			32,861
Other long-term liabilities		984			233			1,217
Total liabilities		45,739			14,757			60,496
Net assets acquired		206,417			225,186			431,603
Goodwill (total purchase price less net assets acquired)		175,227			194,571			369,798
Elimination of historical goodwill		(359,823	)		(24,196	)		(384,019	)
	$	(184,596	)	$	170,375		$	(14,221	)

(6) Reflects the purchase adjustments to record intangible assets at fair value.

Fair value of intangible assets acquired:

	Life in Years	Copley		Gannett		Total
Subscriber relationships	14-16	$	40,098	$	31,000	$	71,098
Advertiser lists	14-16		95,183		108,143		203,326
Mastheads	Indefinite		36,381		28,699		65,080
Pro forma adjustment		$	171,662	$	167,842	$	339,504

(7) Reflects the capitalization of additional debt issuance costs in connection with the 2007 Financings.

9

GATEHOUSE MEDIA, INC.

Notes and Management’s Assumptions to Unaudited

Pro Forma Condensed Consolidated Financial Statements—(Continued)

(In thousands, except for per share amounts)

(8) The pro forma adjustments relating to the Copley Acquisition and the Gannett Acquisition and related 2007 Financings is comprised of:

	Historical Debt		Additional Debt		Pro forma
Term Loan Facility – B	$	670,000	$	—	$	670,000
Delayed Draw Term Loan Facility		20,000		230,000		250,000
Term Loan Facility – C		—		275,000		275,000
Bridge Loan Facility		—		300,000		300,000
	$	690,000	$	805,000	$	1,495,000

The 2007 Financings in the amount of $1,495 million reflects $945 million of borrowings of the term loans, $250 million under the delayed drawn term loan and $300 million of borrowings under the bridge loan credit facility.

(9) The pro forma adjustment to deferred income taxes reflects the difference between book and tax bases, primarily intangible assets, at an estimated 39.15% tax rate for a net adjustment of $15,558.

(10) Reflects adjustments to eliminate the historical equity of Copley and Gannett.

10

GATEHOUSE MEDIA, INC.

Notes and Management’s Assumptions to Unaudited

Pro Forma Condensed Consolidated Financial Statements—(Continued)

(In thousands, except for share and per share amounts)

2. Adjustments to Pro Forma Condensed Consolidated Statements of Operations

(A) GateHouse Media, Inc.

Reflects historical consolidated statement of operations for the Company for the year ended December 31, 2006 and for the three months ended March 31, 2007 and 2006.

(B) Enterprise NewsMedia, LLC (“Enterprise”)

Reflects historical consolidated statement of operations for Enterprise for the year ended December 31, 2006 and for the three months ended March 31, 2006. The year ended December 31, 2006 includes the period from January 1, 2006 to June 6, 2006, the date of acquisition by the Company.

(C) CP Media (“CNC”)

The historical results of operations for the calendar year ended December 31, 2006 includes the period from January 2, 2006 to June 6, 2006, the date of acquisition by the Company. The historical results of operations for the three month period in 2006 have been derived from the historical financial statements of CP Media for the nine months ended April 2, 2006 and represents the period from January 1, 2006 to April 2, 2006.

(D) Copley

Reflects historical consolidated statement of operations for the Copley Acquisition for the year ended December 31, 2006. The historical results of operations for the three months period in 2006 represents the period from January 2, 2006 to April 2, 2006. The historical results of operations for the three months period in 2007 represents the period from January 1, 2007 to April 1, 2007.

(E) Gannett

Reflects historical consolidated statement of operations for the Gannett Acquisition for the year ended December 31, 2006 and the three months ended April 1, 2007 and March 26, 2006.

11

GATEHOUSE MEDIA, INC.

Notes and Management’s Assumptions to Unaudited

Pro Forma Condensed Consolidated Financial Statements—(Continued)

(In thousands, except for per share amounts)

(F) Adjustments

(1) Reflects the adjustment to eliminate the revenue and expenses related to the group of assets and liabilities from the Gannett Acquisition held for sale:

	Total year ended December 31, 2006		Total three months ended March 31, 2007		Total three months ended March 31, 2006
Revenues:
Advertising	$	15,650	$	3,424	$	3,624
Circulation		4,336		1,073		1,112
Commercial printing and other		3,561		771		1,020
Operating costs and expenses:
Operating costs		13,702		3,166		3,439
Selling, general and administrative		3,798		869		1,004
Depreciation and amortization		567		151		142
Income tax expense (benefit)		2,197		433		470
Income (loss) from operations	$	3,283	$	649	$	701

(2) Reflects the elimination of the LIFO reserve adjustment in inventory to restate the balance on a FIFO basis and the elimination of expenses related to the pension and postretirement plans not continued by the Company.

	Total year ended December 31, 2006		Total three months ended March 31, 2007		Total three months ended March 31, 2006
Copley—LIFO adjustment	$	48	$	—	$	—
Gannett—Pension and postretirement adjustment		1,645		408		418
	$	1,693	$	408	$	418

(3) Reflects the elimination of certain expenses related to liabilities included in the historical statement of operations of Copley and Gannett but not assumed by the Company.

	Total year ended December 31, 2006		Total three months ended March 31, 2007		Total three months ended March 31, 2006
Copley:
Pension, postretirement and other retirement plans	$	6,332	$	729	$	1,597
Gannett:
Pension, postretirement and other retirement plans		549		136		139
	$	6,881	$	865	$	1,736

12

GATEHOUSE MEDIA, INC.

Notes and Management’s Assumptions to Unaudited

Pro Forma Condensed Consolidated Financial Statements—(Continued)

(In thousands, except for per share amounts)

(4) Portions of the costs of the Massachusetts Acquisitions were allocated to the following depreciable property, plant and equipment and definitive lived intangibles as follows:

Enterprise:
				Pro forma expense
Asset Category	Fair value		Remaining estimated useful life in years	Period from January 1 to June 6, 2006		Three months ended March 31, 2006
Buildings	$	2,500	25	$	42	$	25
Leasehold Improvements		478	6		33		20
Machinery & Equipment		4,053	10		169		101
Furniture & Fixtures		602	10		25		15
Auto & Trucks		1,296	5		108		65
Computer Software & Equipment		3,331	3		463		278
Total pro forma depreciation expense					840		504
Subscriber Relationships		20,606	14		613		368
Subscriber Relationships (a)		1,733	16		45		27
Advertiser Relationships		52,846	18		1,223		734
Non-compete		986	2		205		123
Total pro forma amortization expense					2,086		1,252
Total pro forma depreciation and amortization expense				$	2,926	$	1,756

(a) Due to historically different attrition rates, a weekly publication at Enterprise was determined to have a longer remaining useful life.

CNC:
				Pro forma expense
Asset Category	Fair value		Remaining estimated useful life in years	Period from January 1 to June 6, 2006		Three months ended March 31, 2006
Buildings	$	7,310	25	$	122	$	73
Leasehold Improvements		1,548	6		108		65
Machinery & Equipment		6,632	10		276		166
Furniture & Fixtures		450	10		19		11
Auto & Trucks		301	5		25		15
Computer Software & Equipment		1,515	3		211		126
Total pro forma depreciation expense					761		456
Subscriber Relationships		10,781	18		250		150
Advertiser Relationships		76,194	15		2,117		1,270
Total pro forma amortization expense					2,367		1,420
Total pro forma depreciation and amortization expense				$	3,128	$	1,876

13

GATEHOUSE MEDIA, INC.

Notes and Management’s Assumptions to Unaudited

Pro Forma Condensed Consolidated Financial Statements—(Continued)

(In thousands, except for per share amounts)

Copley:
				Pro forma expense
Asset Category	Fair value		Remaining estimated useful life in years	Total year ended December 31, 2006		Three months ended March 31, 2007		Three months ended March 31, 2006
Buildings	$	22,465	25	$	899	$	225	$	225
Machinery & Equipment		31,011	10		3,101		775		775
Furniture & Fixtures		862	10		86		22		22
Auto & Trucks		1,201	5		240		60		60
Computer Software & Equipment		793	3		264		66		66
Total pro forma depreciation expense					4,590		1,148		1,148
Subscriber Relationships		40,098	14		2,864		716		716
Advertiser Relationships		95,183	14		6,799		1,700		1,700
Total pro forma amortization expense					9,663		2,416		2,416
Total pro forma depreciation and amortization expense				$	14,253	$	3,564	$	3,564

Gannett:
				Pro forma expense
Asset Category	Fair value		Remaining estimated useful life in years	Total year ended December 31, 2006		Three months ended March 31, 2007		Three months ended March 31, 2006
Buildings	$	16,604	25	$	665	$	166	$	166
Machinery & Equipment		25,244	10		2,524		631		631
Furniture & Fixtures		1,252	10		125		31		31
Total pro forma depreciation expense					3,314		828		828
Subscriber Relationships		25,396	16		1,587		398		398
Advertiser Relationships		88,594	16		5,537		1,384		1,384
Total pro forma amortization expense					7,124		1,782		1,782
Total pro forma depreciation and amortization expense				$	10,438	$	2,610	$	2,610

14

GATEHOUSE MEDIA, INC.

Notes and Management’s Assumptions to Unaudited

Pro Forma Condensed Consolidated Financial Statements—(Continued)

(In thousands, except for per share amounts)

The following tables summarize the pro forma adjustments:

	Enterprise			CNC			Copley			Gannett			Total year ended December 31, 2006
Pro forma depreciation expense	$	840		$	761		$	4,590		$	3,314		$	9,505
Pro forma amortization expense		2,086			2,367			9,663			7,124			21,240
Less: historical depreciation expense		(723	)		(1,105	)		(10,467	)		(3,100	)		(15,395	)
Less: historical amortization expense		(2,230	)		(611	)		(616	)		(81	)		(3,538	)
	$	(27	)	$	1,412		$	3,170		$	7,257		$	11,812
							Copley			Gannett			Total three months ended March 31, 2007
Pro forma depreciation expense							$	1,148		$	828		$	1,976
Pro forma amortization expense								2,416			1,782			4,198
Less: historical depreciation expense								(2,304	)		(828	)		(3,132	)
Less: historical amortization expense								(119	)		(20	)		(139	)
							$	1,141		$	1,762		$	2,903
	Enterprise			CNC			Copley			Gannett			Total three months ended  March 31, 2006
Pro forma depreciation expense	$	504		$	456		$	1,148		$	828		$	2,936
Pro forma amortization expense		1,252			1,420			2,416			1,782			6,870
Less: historical depreciation expense		(470	)		(487	)		(2,529	)		(802	)		(4,288	)
Less: historical amortization expense		(1,062	)		(367	)		(182	)		(20	)		(1,631	)
	$	224		$	1,022		$	853		$	1,788		$	3,887

(5) Represents adjustment to reflect the interest expense of the 2007 Financings for the periods presented. The following table illustrates the assumed interest rates and amounts of borrowings the pro forma interest expense calculation is based on. The term loan, delayed draw term loan, bridge facility and the revolving loan facility average rate is LIBOR based. The term loan and delayed draw term loan variable interest rate is effectively converted to a fixed rate loan under five interest rate swap agreements for notional amounts of $300,000, $270,000, $100,000, $250,000 and $200,000, except for a $75,000 unhedged portion of the term loan which is expected to be repaid with proceeds of the assets held for sale. Unused commitment fees are based on the remaining balance of the $40,000 of the total revolving credit facility. Letter of credit fees are a quarterly fee equal to the applicable margin for the LIBOR based loans on the aggregate amount of outstanding letters of credit.

15

GATEHOUSE MEDIA, INC.

Notes and Management’s Assumptions to Unaudited

Pro Forma Condensed Consolidated Financial Statements—(Continued)

(In thousands, except for per share amounts)

	Year ended December 31, 2006
	Average Rate		Margin		Total Rate		Amount of borrowing		Pro forma interest expense			Less: Historical interest expense		Net adjustment to interest expense
Term Loan Facility - B	4.778	%	2.00	%	6.778	%	$	670,000	$	45,414
Delayed Draw Term Loan Facility	4.971	%	2.00	%	6.971	%		250,000		17,428
Term Loan Facility - C	5.156	%	2.25	%	7.406	%		275,000		20,366
Bridge Facility	5.320	%	1.50	%	6.820	%		300,000		20,460
Unused commitment fees	0.50	%	—		0.500	%		40,000		200
Letter of credit fees	2.00	%	—		2.000	%		3,269		65
									$	103,933		$	42,403	$	61,530
Historical weighted average debt balance									$	612,235
Weighted average interest rate										8.17	%

	Three months ended March 31, 2007
	Average Rate		Margin		Total Rate		Amount of borrowing		Pro forma interest expense			Less: Historical interest expense		Net adjustment to interest expense
Term Loan Facility - B	4.778	%	2.00	%	6.778	%	$	670,000	$	11,354
Delayed Draw Term Loan Facility	4.971	%	2.00	%	6.971	%		250,000		4,357
Term Loan Facility - C	5.156	%	2.25	%	7.406	%		275,000		5,091
Bridge Facility	5.320	%	1.50	%	6.820	%		300,000		5,115
Unused commitment fees	0.50	%	—		0.500	%		40,000		50
Letter of credit fees	2.00	%	—		2.000	%		3,269		16
									$	25,983		$	10,217	$	15,766
Historical weighted average debt balance									$	624,000
Weighted average interest rate										7.32	%

	Three months ended March 31, 2006
	Average Rate		Margin		Total Rate		Amount of borrowing		Pro forma interest expense			Less: Historical interest expense		Net adjustment to interest expense
Term Loan Facility - B	4.778	%	2.00	%	6.778	%	$	670,000	$	11,354
Delayed Draw Term Loan Facility	4.971	%	2.00	%	6.971	%		250,000		4,357
Term Loan Facility - C	5.156	%	2.25	%	7.406	%		275,000		5,091
Bridge Facility	5.320	%	1.50	%	6.820	%		300,000		5,115
Unused commitment fees	0.50	%	—		0.500	%		40,000		50
Letter of credit fees	2.00	%	—		2.000	%		3,269		16
									$	25,983		$	8,991	$	16,992
Historical weighted average debt balance									$	516,723
Weighted average interest rate										5.87	%

The impact of a 1/8 of 1% change in interest rates related to our variable rate debt would be $469, $117 and $117 for the year ended December 31, 2006, and the three months ended March 31, 2006 and 2007, respectively.

16

GATEHOUSE MEDIA, INC.

Notes and Management’s Assumptions to Unaudited

Pro Forma Condensed Consolidated Financial Statements—(Continued)

(In thousands, except for per share amounts)

The elimination of other interest expense for the year ended December 31, 2006 and the three months ended March 31, 2006 also includes interest expense of $2,488 and $1,472, respectively, related to mandatory redeemable preferred stock which was redeemed in connection with the CNC Acquisition. For the year ended December 31, 2006 and the three months ended March 31, 2006 and 2007, the elimination of other interest expense also included interest expense on an intercompany demand note held by Copley of $13,061, $2,892 and $3,817, respectively.

	Year ended December 31, 2006			Three months ended March 31, 2007			Three months ended March 31, 2006
Pro forma other interest expense	$	—		$	—		$	—
Less: historical other interest expense		(15,549	)		(3,817	)		(4,364	)
Net adjustment to other interest expense	$	(15,549	)	$	(3,817	)	$	(4,364	)

(6) Deferred financing costs consist of costs incurred in connection with debt financings. Such costs are amortized to interest expense on a straight-line basis over the remaining terms of the related debt. Reflects the net adjustment to a total deferred financing cost amount of $13,091 amortized over a weighted average life of 2.7 years as follows:

	Year ended December 31, 2006			Three months ended March 31, 2007			Three months ended March 31, 2006
Pro forma deferred financing costs	$	4,397		$	317		$	1,099
Less: historical costs		(753	)		(223	)		(166	)
Net adjustment	$	3,644		$	94		$	933

(7) Reflects the elimination of certain expenses related to liabilities included in the historical statement of operations of Enterprise but not assumed by the Company. The amount represents net interest income related to the triple net lease agreement which was not assumed as a result of the Enterprise Acquisition. The amount is reflective of the rental income to a third party partially offset by interest expense related to the mortgage of that property.

(8) The pro forma adjustment reflects the income tax effect of pro forma adjustments. The tax effect is calculated based on a 39.15% effective tax rate.

(9) Reflects the adjustment to pension and postretirement expense for Enterprise based on the fair value adjustment of pension assets and obligations.

	Three months ended March 31, 2006
Adjusted pension expense	$	748
Less: Historical pension expense		(509	)
Net adjustment to pension and post retirement expense	$	239

17

GATEHOUSE MEDIA, INC.

Notes and Management’s Assumptions to Unaudited

Pro Forma Condensed Consolidated Financial Statements—(Continued)

(In thousands, except for share and per share amounts)

(G) Pro Forma Outstanding Shares

For pro forma periods ending with a net loss, the dilutive effect of restricted share grants are removed.

	GateHouse Media Historical	Gatehouse Media Pro forma
Year ended December 31, 2006: Basic and diluted weighted average shares outstanding	25,087,535	25,087,535
Three months ended March 31, 2007: Basic and diluted weighted average shares outstanding	38,097,167	38,097,167
Three months ended March 31, 2006: Basic weighted average shares outstanding	22,214,445	22,214,445
Diluted weighted average shares outstanding	22,464,996	22,214,445

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Non-GAAP Financial Measures

A non-GAAP financial measure is generally defined as one that purports to measure historical or future financial performance, financial position or cash flows, but excludes or includes amounts that would not be so adjusted in the most comparable GAAP measure. In this report, we define and use Adjusted EBITDA, a non-GAAP financial measure, as set forth below.

Adjusted EBITDA

We define Adjusted EBITDA as follows:

Net income (loss)before:

• income tax expense (benefit);

• depreciation and amortization; and

• other non-recurring items.

Management’s Use of Adjusted EBITDA

Adjusted EBITDA is not a measurement of financial performance under GAAP and should not be considered in isolation or as an alternative to income from operations, net income (loss), cash flow from continuing operating activities or any other measure of performance or liquidity derived in accordance with GAAP. We believe this non-GAAP measure, as we have defined it, is helpful in identifying trends in our day-to-day performance because the items excluded have little or no significance on our day-to-day operations. This measure provides an assessment of controllable expenses and affords management the ability to make decisions which are expected to facilitate meeting current financial goals as well as achieve optimal financial performance. It provides an indicator for management to determine if adjustments to current spending decisions are needed.

Adjusted EBITDA provides us with a measure of financial performance, independent of items that are beyond the control of management in the short-term, such as depreciation and amortization, taxation and interest expense associated with our capital structure. This metric measures our financial performance based on operational factors that management can impact in the short-term, namely the cost structure or expenses of the organization. Adjusted EBITDA is one of the metrics used by senior management and the board of directors to review the financial performance of the business on a monthly basis.

Limitations of Adjusted EBITDA

Adjusted EBITDA has limitations as an analytical tool. It should not be viewed in isolation or as a substitute for GAAP measures of earnings or cash flows. Material limitations in making the adjustments to our earnings to calculate Adjusted EBITDA and using this non-GAAP financial measure as compared to GAAP net income (loss), include: the cash portion of interest expense, income tax (benefit) provision and non-recurring charges related to gain (loss) on sale of facilities and extinguishment of debt activities generally represent charges (gains), which may significantly affect our financial results.

An investor or potential investor may find this item important in evaluating our performance, results of operations and financial position. We use non-GAAP financial measures to supplement our GAAP results in order to provide a more complete understanding of the factors and trends affecting our business.

19

Adjusted EBITDA is not an alternative to net income, income from operations or cash flows provided by or used in operations as calculated and presented in accordance with GAAP. You should not rely on Adjusted EBITDA as a substitute for any such GAAP financial measure. We strongly urge you to review the reconciliation of income (loss) from continuing operations to Adjusted EBITDA, along with our consolidated financial statements included elsewhere in this report. We also strongly urge you to not rely on any single financial measure to evaluate our business. In addition, because Adjusted EBITDA is not a measure of financial performance under GAAP and is susceptible to varying calculations, the Adjusted EBITDA measure, as presented in this report, may differ from and may not be comparable to similarly titled measures used by other companies.

The table below shows the reconciliation of net income to Adjusted EBITDA for the periods presented:

	Year Ended December 31, 2006			Thirteen Weeks Ended April 1, 2007
	(in thousands)
Net income	$	18,114		$	3,452
Income tax expense		12,126			2,312
Depreciation and amortization		3,748			999
Adjusted EBITDA	$	33,988	(a)	$	6,763	(b)

(a) Adjusted EBITDA for the year ended December 31, 2006 includes a total of $7,113 net expense, which is comprised of non-cash compensation and other expense of $423, integration and reorganization costs of $1,561, pension, health and supplemental employee retirement plan expenses of $2,147⁽¹⁾, corporate and third party charges not assumed by GateHouse Media, Inc. of $2,673 and severance expense of $309.

(b) Adjusted EBITDA for the three months ended March 31, 2007 includes a total of $1,249 net expense, which is comprised of non-cash compensation and other expense of $149, pension, health and supplemental employee retirement plan expenses of $479⁽¹⁾ and corporate and third party charges not assumed by GateHouse Media, Inc. of $621.

(1) These plans were not assumed in the acquisition by GateHouse Media, Inc.

20