Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 26, 2017 | Apr. 25, 2017 | |
Document and Entity Information [Abstract] | ||
Entity Registrant Name | New Media Investment Group Inc. | |
Trading Symbol | NEWM | |
Entity Central Index Key | 1,579,684 | |
Document Type | 10-Q | |
Document Period End Date | Mar. 26, 2017 | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2,017 | |
Document Fiscal Period Focus | Q1 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Large Accelerated Filer | |
Entity Common Stock Shares Outstanding | 53,613,968 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Mar. 26, 2017 | Dec. 25, 2016 |
Current assets: | ||
Cash and cash equivalents | $ 135,886 | $ 172,246 |
Restricted cash | 3,406 | 3,406 |
Accounts receivable, net of allowance for doubtful accounts of $6,016 and $5,478 at March 26, 2017 and December 25, 2016, respectively | 126,811 | 138,115 |
Inventory | 17,786 | 18,167 |
Prepaid expenses | 22,795 | 18,720 |
Other current assets | 19,705 | 19,694 |
Total current assets | 326,389 | 370,348 |
Property, plant, and equipment, net of accumulated depreciation of $140,034 and $130,839 at March 26, 2017 and December 25, 2016, respectively | 382,235 | 381,319 |
Goodwill | 229,389 | 227,954 |
Intangible assets, net of accumulated amortization of $49,235 and $43,632 at March 26, 2017 and December 25, 2016, respectively | 348,227 | 351,477 |
Other assets | 5,671 | 4,932 |
Total assets | 1,291,911 | 1,336,030 |
Current liabilities: | ||
Current portion of long-term debt | 4,387 | 14,387 |
Accounts payable | 23,005 | 19,105 |
Accrued expenses | 70,640 | 84,389 |
Deferred revenue | 81,597 | 77,987 |
Total current liabilities | 179,629 | 195,868 |
Long-term liabilities: | ||
Long-term debt | 338,679 | 338,860 |
Long-term liabilities, less current portion | 12,666 | 12,597 |
Deferred income taxes | 2,721 | 7,786 |
Pension and other postretirement benefit obligations | 25,507 | 25,946 |
Total liabilities | 559,202 | 581,057 |
Stockholders’ equity: | ||
Common stock, $0.01 par value, 2,000,000,000 shares authorized at March 26, 2017 and December 25, 2016; 53,725,261 and 53,543,226 issued at March 26, 2017 and December 25, 2016, respectively | 531 | 531 |
Additional paid-in capital | 735,255 | 742,543 |
Accumulated other comprehensive loss | (3,949) | (3,977) |
Retained earnings | 1,896 | 16,293 |
Treasury stock, at cost, 111,293 and 46,438 shares at March 26, 2017 and December 25, 2016, respectively | (1,024) | (417) |
Total stockholders’ equity | 732,709 | 754,973 |
Total liabilities and stockholders’ equity | $ 1,291,911 | $ 1,336,030 |
Condensed Consolidated Balance3
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Mar. 26, 2017 | Dec. 25, 2016 |
Statement of Financial Position [Abstract] | ||
Accounts receivable, allowance for doubtful accounts | $ 6,016 | $ 5,478 |
Property, plant and equipment, accumulated depreciation | 140,034 | 130,839 |
Intangible assets, accumulated amortization | $ 49,235 | $ 43,632 |
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 2,000,000,000 | 2,000,000,000 |
Common stock, shares issued | 53,725,261 | 53,543,226 |
Treasury stock, shares | 111,293 | 46,438 |
Unaudited Condensed Consolidate
Unaudited Condensed Consolidated Statements of Operations and Comprehensive (Loss) Income - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 26, 2017 | Mar. 27, 2016 | |
Revenues: | ||
Advertising | $ 155,564 | $ 163,637 |
Circulation | 110,806 | 103,877 |
Commercial printing and other | 41,154 | 32,590 |
Total revenues | 307,524 | 300,104 |
Operating costs and expenses: | ||
Operating costs | 177,627 | 174,453 |
Selling, general, and administrative | 106,195 | 100,084 |
Depreciation and amortization | 17,604 | 16,091 |
Integration and reorganization costs | 2,370 | 926 |
Impairment of long-lived assets | 6,485 | 0 |
Loss on sale or disposal of assets | 88 | 1,520 |
Operating (loss) income | (2,845) | 7,030 |
Interest expense | 7,218 | 7,354 |
Other income | (47) | (164) |
Loss before income taxes | (10,016) | (160) |
Income tax benefit | (6,331) | (5,127) |
Net (loss) income | $ (3,685) | $ 4,967 |
Basic: | ||
Net (loss) income (in dollars per share) | $ (0.07) | $ 0.11 |
Diluted: | ||
Net (loss) income (in dollars per share) | (0.07) | 0.11 |
Dividends declared per share (in dollars per share) | $ 0.35 | $ 0.33 |
Comprehensive (loss) income | $ (3,657) | $ 4,991 |
Unaudited Condensed Consolidat5
Unaudited Condensed Consolidated Statement of Stockholders' Equity - 3 months ended Mar. 26, 2017 - USD ($) $ in Thousands | Total | Common stock [Member] | Additional paid-in capital [Member] | Accumulated other comprehensive income (loss) [Member] | Retained earnings [Member] | Treasury stock [Member] |
Shares, beginning balance at Dec. 25, 2016 | 53,543,226 | |||||
Stockholders' equity, beginning balance at Dec. 25, 2016 | $ 754,973 | $ 531 | $ 742,543 | $ (3,977) | $ 16,293 | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net (loss) income | (3,685) | (3,685) | ||||
Net actuarial loss and prior service cost, net of income taxes of $0 | 28 | 28 | ||||
Restricted share grants, shares | 182,035 | |||||
Restricted share grants | 0 | 0 | ||||
Non-cash compensation expense | 831 | 831 | ||||
Offering costs | (111) | $ 0 | (111) | |||
Purchase of treasury stock, shares | 64,855 | |||||
Purchase of treasury stock | (607) | $ (607) | ||||
Common stock cash dividend | (18,720) | (8,008) | (10,712) | |||
Shares, ending balance at Mar. 26, 2017 | 53,725,261 | 111,293 | ||||
Stockholders' equity, ending balance at Mar. 26, 2017 | $ 732,709 | $ 531 | $ 735,255 | $ (3,949) | $ 1,896 | $ (1,024) |
Unaudited Condensed Consolidat6
Unaudited Condensed Consolidated Statement of Stockholders’ Equity (Parenthetical) $ in Thousands | 3 Months Ended |
Mar. 26, 2017USD ($) | |
Statement of Stockholders' Equity [Abstract] | |
Net actuarial loss and prior service cost, income tax | $ 0 |
Unaudited Condensed Consolidat7
Unaudited Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 26, 2017 | Mar. 27, 2016 | |
Cash flows from operating activities: | ||
Net (loss) income | $ (3,685) | $ 4,967 |
Adjustments to reconcile net (loss) income to net cash provided by operating activities: | ||
Depreciation and amortization | 17,604 | 16,091 |
Non-cash compensation expense | 831 | 619 |
Non-cash interest expense | 696 | 696 |
Deferred income taxes | (5,065) | (5,124) |
Loss on sale or disposal of assets | 88 | 1,520 |
Impairment of long-lived assets | 6,485 | 0 |
Pension and other postretirement benefit obligations | (422) | (60) |
Changes in assets and liabilities: | ||
Accounts receivable, net | 13,688 | 25,468 |
Inventory | 592 | (1,621) |
Prepaid expenses | (3,932) | (4,623) |
Other assets | (480) | (1,190) |
Accounts payable | 3,511 | 1,115 |
Accrued expenses | (13,295) | (30,542) |
Deferred revenue | 1,563 | 2,239 |
Other long-term liabilities | 69 | 273 |
Net cash provided by operating activities | 18,248 | 9,828 |
Cash flows from investing activities: | ||
Purchases of property, plant, and equipment | (2,400) | (2,588) |
Proceeds from sale of publications and other assets | 292 | 243 |
Acquisitions, net of cash acquired | (21,709) | (58,727) |
Net cash used in investing activities | (23,817) | (61,072) |
Cash flows from financing activities: | ||
Repayments under term loans | (10,877) | (877) |
Payment of offering costs | (431) | 0 |
Purchase of treasury stock | (607) | (353) |
Payment of dividends | (18,876) | (14,774) |
Net cash used in financing activities | (30,791) | (16,004) |
Net decrease in cash and cash equivalents | (36,360) | (67,248) |
Cash and cash equivalents at beginning of period | 172,246 | 146,638 |
Cash and cash equivalents at end of period | $ 135,886 | $ 79,390 |
Unaudited Financial Statements
Unaudited Financial Statements | 3 Months Ended |
Mar. 26, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Unaudited Financial Statements | Unaudited Financial Statements The accompanying unaudited condensed consolidated financial statements of New Media Investment Group Inc. and its subsidiaries (together, the “Company” or “New Media”) have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial information and the instructions to Form 10-Q and applicable provisions of Regulation S-X, each as promulgated by the Securities and Exchange Commission (the “SEC”). Certain information and note disclosures normally included in comprehensive annual financial statements presented in accordance with GAAP have generally been condensed or omitted pursuant to SEC rules and regulations. Management believes that the accompanying condensed consolidated financial statements contain all adjustments (which include normal recurring adjustments) that, in the opinion of management, are necessary to present fairly the Company’s consolidated financial condition, results of operations and cash flows for the periods presented. The results of operations for interim periods are not necessarily indicative of the results that may be expected for the full year. These condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and accompanying notes for the year ended December 25, 2016 , included in the Company’s Annual Report on Form 10-K. The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. New Media was formed as a Delaware corporation on June 18, 2013. New Media was capitalized by and issued 1,000 common shares to Newcastle Investment Corp. (“Newcastle”). New Media had no operations until November 26, 2013, when it assumed control of GateHouse Media, Inc. ("GateHouse") and Local Media Group Holdings LLC. Gatehouse was determined to be the predecessor to New Media, as the operations of GateHouse comprise substantially all of the business operations of the combined companies. Newcastle owned approximately 84.6% of New Media until February 13, 2014, upon which date Newcastle distributed the shares that it held in New Media to its shareholders on a pro rata basis. The Company’s operating segments (Eastern US Publishing, Central US Publishing, Western US Publishing, and BridgeTower) are aggregated into one reportable segment. The newspaper industry and the Company have experienced declining revenue and profitability over the past several years. As a result, the Company has implemented, and continues to implement, plans to reduce costs and preserve cash flow. This includes cost reduction programs and the sale of non-core assets. The Company believes these initiatives along with cash provided by operating activities will provide it with the financial resources necessary to invest in the business and provide sufficient cash flow to enable the Company to meet its commitments. Long-Lived Asset Impairment As part of the ongoing cost reduction programs, the Company is consolidating print facilities, and during the three months ended March 26, 2017, the Company ceased printing operations at four facilities. And, it is expected to shut down printing at twelve other facilities during the second and third quarters of 2017. As a result, the Company recognized an impairment charge of $6,485 and will accelerate depreciation of approximately $3,200 related to machinery and equipment in the second and third quarters of 2017. Reclassifications Certain amounts in the prior period's condensed consolidated financial statements have been reclassified to conform to the current year presentation. Recently Issued Accounting Pronouncements In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2014-09, “Revenue from Contracts with Customers” (Topic 606). ASU No. 2014-09 will replace all current U.S. GAAP guidance on this topic and eliminate all industry-specific guidance. The new revenue recognition standard provides a unified model to determine when and how revenue is recognized. The core principle is that a company should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. In March 2016, the FASB issued ASU No. 2016-08, “Revenue from Contracts with Customers - Principal versus Agent Considerations” (Topic 606), which clarifies the implementation guidance on principal versus agent considerations. During 2016, the Company established a project team to identify potential differences that would result from the application of this standard. The team is in the process of reviewing customer contracts, identifying contractual provisions that may result in a change in the timing or the amount of revenue recognized and assessing the enhanced disclosure requirements of the new guidance. The Company will adopt the requirements of the new standard on January 1, 2018 and anticipates using the modified retrospective transition method. In July 2015, the FASB issued ASU No. 2015-11, “Simplifying the Measurement of Inventory” (Topic 330), which simplifies the measurement of inventory by requiring certain inventory to be measured at the “lower of cost and net realizable value” and options that currently exist for “market value” will be eliminated. The ASU defines net realizable value as the “estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation.” The standard was effective for the Company as of December 26, 2016. The amendments in ASU No. 2015-11 did not have a material impact on the financial statements. In February 2016, the FASB issued ASU No. 2016-02, “Leases” (Topic 842), which revises the accounting related to lessee accounting. Under the new guidance, lessees will be required to recognize a lease liability and a right-of-use asset for all leases with terms greater than 12 months. Leases will be classified as either finance or operating, with classification affecting the pattern of expense recognition in the income statement. The provisions of ASU 2016-02 are effective for fiscal years beginning after December 15, 2018 and should be applied through a modified retrospective transition approach for leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements. Early adoption is permitted. The Company is currently evaluating the impact this accounting standard will have on the Company’s consolidated financial statements. In March 2016, the FASB issued ASU No. 2016-09, “Compensation - Stock Compensation” (Topic 718), which addresses several aspects of accounting for share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities, and classification on the statement of cash flows. The Company adopted this accounting standard as of December 26, 2016, and it did not have a material impact on the Company’s consolidated financial statements. The applicable amendments are being applied prospectively, and, as a result, there were no changes to prior periods related to this standard. In November 2016, the FASB issued ASU No. 2016-18, “Restricted Cash” (Topic 230), which requires that a statement of cash flows explain the change during the period in the total of cash, cash equivalents, and amounts generally described as restricted cash and restricted cash equivalents. The provisions of ASU 2016-18 are effective for fiscal years beginning after December 15, 2017 and should be applied using a retrospective transition method. Early adoption is permitted. The Company is currently evaluating the impact this accounting standard will have on the Company’s consolidated financial statements. In January 2017, the FASB issued ASU No. 2017-01, “Business Combinations - Clarifying the Definition of a Business” (Topic 805), which clarifies the definition of a business for determining whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. The new standard is effective for annual periods beginning after December 15, 2017 with early adoption permitted for transactions that occurred before the issuance date or effective date of the standard if the transactions were not reported in financial statements that have been issued or made available for issuance. The standard must be applied prospectively. The Company is currently evaluating the impact this accounting standard will have on the Company’s consolidated financial statements. In January 2017, the FASB issued ASU No. 2017-04 “Intangibles - Goodwill and Other - Simplifying the Test for Goodwill Impairment” (Topic 350), which simplifies subsequent goodwill measurement by eliminating Step 2 from the goodwill impairment test. Under this update, an entity should perform its annual, or interim, goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount. An entity should recognize an impairment charge for the amount by which the carrying amount exceeds the reporting unit’s fair value; however, the loss recognized should not exceed the total amount of goodwill allocated to that reporting unit. The new standard is effective for annual periods, and interim periods within those annual periods, beginning after December 15, 2019 with early adoption permitted for annual goodwill impairment tests performed after January 1, 2017. The standard must be applied prospectively. The Company is currently evaluating the impact this accounting standard will have on the Company’s consolidated financial statements. In March 2017, the FASB issued ASU No. 2017-07 “Compensation-Retirement Benefits: Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost” (Topic 715), which provides guidance that requires an employer to report the service cost component separate from the other components of net benefit pension costs. The employer is required to report the service cost component in the same line item or items as other compensation costs arising from services rendered by the pertinent employees during the period. The other components of net benefit cost are required to be presented in the income statement separately from the service cost component and outside the subtotal of income from operations, if one is presented. If a separate line item is not used, the line item used in the income statement must be disclosed. The new standard is effective for annual reporting periods beginning after December 15, 2017 and interim periods within those years. Early adoption is permitted. Other than the revised statement of operations presentation, the adoption of ASU 2017-07 is not expected to have a material impact on the Company’s consolidated financial statements. All other issued and not yet effective accounting standards are not relevant to the Company. |
Acquisitions and Dispositions
Acquisitions and Dispositions | 3 Months Ended |
Mar. 26, 2017 | |
Business Combinations [Abstract] | |
Acquisitions and Dispositions | Acquisitions 2017 Acquisitions The Company acquired substantially all the assets, properties and business of certain publications and businesses on January 31, 2017 and February 10, 2017 (“2017 Acquisitions”), which included five daily newspapers, fifteen weekly publications, eleven shoppers, and an event production business for an aggregate purchase price of $21,429 , including estimated working capital. The acquisitions were financed from cash on hand. The rationale for the acquisitions was primarily due to the attractive nature, as applicable, of the newspaper assets and event production business, and cash flows combined with cost saving and revenue-generating opportunities available. The Company accounted for the 2017 Acquisitions under the acquisition method of accounting. The net assets, including goodwill, have been recorded in the consolidated balance sheet at their fair values in accordance with Accounting Standards Codification (“ASC”) Topic 805, “Business Combinations” (“ASC 805”). The fair value determination of the assets acquired and liabilities assumed are preliminary based upon all information available to us at the present time and are subject to working capital and other adjustments. The value assigned to property, plant and equipment, intangible assets, liabilities and goodwill is preliminary and subject to the completion of valuations to determine the fair market value of the tangible and intangible assets. The final calculation of working capital and other adjustments and determination of fair values for tangible and intangible assets may result in different allocations among the various asset classes from those set forth below and any such differences could be material. The following table summarizes the preliminary fair values of the assets and liabilities: Current assets $ 2,835 Property, plant and equipment 17,418 Noncompete agreements 230 Advertiser relationships 790 Subscriber relationships 320 Customer relationships 202 Mastheads 810 Goodwill 1,573 Total assets 24,178 Current liabilities 2,749 Total liabilities 2,749 Net assets $ 21,429 The Company obtained third party independent valuations or performed similar calculations internally to assist in the determination of the fair values of certain assets acquired and liabilities assumed. Three basic approaches were used to determine value: the cost approach (used for equipment where an active secondary market is not available, building improvements, and software), the direct sales comparison (market) approach (used for land and equipment where an active secondary market is available) and the income approach (used for intangible assets). The Company recorded approximately $153 of selling, general and administrative expense for acquisition-related costs for the 2017 Acquisitions during the three months ended March 26, 2017 . For tax purposes, the amount of goodwill that is expected to be deductible is $1,573 . 2016 Acquisitions The Company acquired substantially all the assets, properties and business of certain publications and businesses on December 31, 2015, January 12, 2016, March 18, 2016, April 22, 2016, April 29, 2016, June 29, 2016, August 1, 2016, September 30, 2016, and November 30, 2016 (“2016 Acquisitions”), which included 68 business publications, seven daily newspapers, seven weekly publications, eleven shoppers, and digital platforms for an aggregate purchase price of $135,907 , including estimated working capital. The acquisitions were financed from cash on hand. The rationale for the acquisitions was primarily due to the attractive nature, as applicable, of the newspaper assets and digital platforms, and cash flows combined with cost saving and revenue-generating opportunities available. The Company accounted for the 2016 Acquisitions under the acquisition method of accounting. The net assets, including goodwill, have been recorded in the consolidated balance sheet at their fair values in accordance with ASC 805. The fair value determination of the assets acquired and liabilities assumed are subject to working capital and other adjustments. The final calculation of working capital and other adjustments may result in different allocations among the various asset classes from those set forth below and any such differences could be material. The following table summarizes the preliminary fair values of the assets and liabilities: Current assets $ 20,792 Other assets 4,195 Property, plant and equipment 36,105 Noncompete agreements 886 Advertiser relationships 32,312 Subscriber relationships 13,696 Customer relationships 5,113 Software 5,783 Trade names 2,448 Mastheads 9,217 Goodwill 56,776 Total assets 187,323 Current liabilities 26,532 Pension obligations 16,299 Other long-term liabilities 8,585 Total liabilities 51,416 Net assets $ 135,907 The Company obtained third party independent valuations or performed similar calculations internally to assist in the determination of the fair values of certain assets acquired and liabilities assumed. Three basic approaches were used to determine value: the cost approach (used for equipment where an active secondary market is not available, building improvements, and software), the direct sales comparison (market) approach (used for land and equipment where an active secondary market is available) and the income approach (used for intangible assets). The obligation assumed for the defined benefit pension plan was measured in accordance with ASC 715-20, “Compensation-Retirement Benefits”. The Company recorded approximately $2,045 of selling, general and administrative expense for acquisition-related costs for the 2016 Acquisitions. In a 2016 stock acquisition, the Company acquired goodwill with a tax cost basis of $50,325 and a net tax basis of $10,746 . As a result, for tax purposes, the amount of goodwill that is expected to be deductible for the 2016 Acquisitions is $43,130 . |
Share-Based Compensation
Share-Based Compensation | 3 Months Ended |
Mar. 26, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Share-Based Compensation | Share-Based Compensation The Company recognized compensation cost for share-based payments of $831 and $619 during the three months ended March 26, 2017 and March 27, 2016 , respectively. The total compensation cost not yet recognized related to non-vested awards as of March 26, 2017 was $5,574 , which is expected to be recognized over a weighted average period of 2.16 years through May 2019. On February 3, 2014, the Board of Directors of New Media (the “Board” or “Board of Directors”) adopted the New Media Investment Group Inc. Nonqualified Stock Option and Incentive Award Plan (the “Incentive Plan”) that authorized up to 15,000,000 shares that can be granted under the Incentive Plan. On the same date, the Board adopted a form of the New Media Investment Group Inc. Non-Officer Director Restricted Stock Grant Agreement (the “Form Grant Agreement”) to govern the terms of awards of restricted stock (“New Media Restricted Stock”) granted under the Incentive Plan to directors who are not officers or employees of New Media (the “Non-Officer Directors”). On February 24, 2015, the Board adopted a form of the New Media Investment Group Inc. Employee Restricted Stock Grant Agreement (the “Form Employee Grant Agreement”) to govern the terms of awards of New Media Restricted Stock granted under the Incentive Plan to employees of New Media and its subsidiaries (the “Employees”). Both the Form Grant Agreement and the Form Employee Grant Agreement provide for the grant of New Media Restricted Stock that vests in equal annual installments on each of the first, second and third anniversaries of the grant date, subject to continued service, and immediate vesting in full upon death or disability. If service terminates for any other reason, all unvested shares of New Media Restricted Stock will be forfeited. During the period prior to the lapse and removal of the vesting restrictions, a grantee of a restricted stock grant (“RSG”) will have all the rights of a stockholder, including without limitation, the right to vote and the right to receive all dividends or other distributions. Any dividends or other distributions that are declared with respect to the shares of New Media Restricted Stock will be paid at the time such shares vest. The value of the RSGs on the date of issuance is recognized as selling, general and administrative expense over the vesting period with an increase to additional paid-in-capital. During the three months ended March 26, 2017 , grants of restricted shares totaling 182,035 shares were made to the Company’s Employees, and 24,976 shares were forfeited. As of March 26, 2017 and March 27, 2016 , there were 375,786 and 348,573 RSGs, respectively, issued and outstanding with a weighted average grant date fair value of $16.86 and $18.30 , respectively. As of March 26, 2017 , the aggregate intrinsic value of unvested RSGs was $5,381 . RSG activity during the three months ended March 26, 2017 was as follows: Number of RSGs Weighted-Average Grant Date Fair Value Unvested at December 25, 2016 335,593 $ 18.18 Granted 182,035 15.89 Vested (116,866 ) 19.13 Forfeited (24,976 ) 16.89 Unvested at March 26, 2017 375,786 $ 16.86 FASB ASC Topic 718, “Compensation – Stock Compensation”, requires the recognition of share-based compensation for the number of awards that are ultimately expected to vest. The Company’s estimated forfeitures are based on the Company’s historical forfeiture rates. Estimated forfeitures are reassessed periodically, and the estimate may change based on new facts and circumstances. |
Restructuring
Restructuring | 3 Months Ended |
Mar. 26, 2017 | |
Restructuring and Related Activities [Abstract] | |
Restructuring | Restructuring Over the past several years, and in furtherance of the Company’s cost reduction and cash preservation plans outlined in Note 1, the Company has engaged in a series of individual restructuring programs, designed primarily to right size the Company’s employee base, consolidate facilities and improve operations, including those of recently acquired entities. These initiatives impact all of the Company’s geographic regions and are often influenced by the terms of union contracts within the region. All costs related to these programs, which primarily reflect severance expense, are accrued at the time of announcement or over the remaining service period. A rollforward of the accrued restructuring costs, included in accrued expenses on the balance sheet, for the three months ended March 26, 2017 is outlined below. Severance and Related Costs Other Costs (1) Total Balance at December 25, 2016 $ 1,178 $ 356 $ 1,534 Restructuring provision included in Integration and Reorganization 2,225 145 2,370 Cash payments (1,750 ) (364 ) (2,114 ) Balance at March 26, 2017 $ 1,653 $ 137 $ 1,790 (1) Other costs primarily included costs to consolidate operations. The restructuring reserve balance is expected to be paid out over the next twelve months. The following table summarizes the costs incurred and cash paid in connection with these restructuring programs for the three months ended March 26, 2017 and March 27, 2016 . Three months ended March 26, 2017 Three months ended March 27, 2016 Severance and related costs $ 2,225 $ 868 Severance and other costs assumed from acquisition — 95 Other costs 145 58 Cash payments (2,114 ) (2,305 ) |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 3 Months Ended |
Mar. 26, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets | Goodwill and Intangible Assets Goodwill and intangible assets consisted of the following: March 26, 2017 Gross carrying amount Accumulated amortization Net carrying amount Amortized intangible assets: Advertiser relationships 175,708 27,561 148,147 Customer relationships 25,140 3,585 21,555 Subscriber relationships 91,264 15,494 75,770 Other intangible assets 9,820 2,595 7,225 Total $ 301,932 $ 49,235 $ 252,697 Nonamortized intangible assets: Goodwill $ 229,389 Mastheads 95,530 Total $ 324,919 December 25, 2016 Gross carrying Accumulated Net carrying Amortized intangible assets: Advertiser relationships $ 174,918 $ 24,618 $ 150,300 Customer relationships 24,938 3,153 21,785 Subscriber relationships 90,944 13,911 77,033 Other intangible assets 9,589 1,950 7,639 Total $ 300,389 $ 43,632 $ 256,757 Nonamortized intangible assets: Goodwill $ 227,954 Mastheads 94,720 Total $ 322,674 As of March 26, 2017 , the weighted average amortization periods for amortizable intangible assets are 15.2 years for advertiser relationships, 15.2 years for customer relationships, 14.5 years for subscriber relationships and 5.0 years for other intangible assets. The weighted average amortization period in total for all amortizable intangible assets is 14.6 years. Amortization expense for the three months ended March 26, 2017 and March 27, 2016 was $5,602 and $4,399 , respectively. Estimated future amortization expense as of March 26, 2017 , is as follows: For the following fiscal years: 2017 $ 16,914 2018 22,539 2019 20,881 2020 20,176 2021 20,176 Thereafter 152,011 Total $ 252,697 The changes in the carrying amount of goodwill for the period from December 25, 2016 to March 26, 2017 are as follows: Balance at December 25, 2016 $ 227,954 Goodwill acquired in business combinations 1,435 Balance at March 26, 2017 $ 229,389 The Company’s annual impairment assessment is made on the last day of its fiscal second quarter. The carrying value of goodwill and indefinite-lived intangible assets are evaluated for possible impairment on an annual basis or between annual tests if an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit or indefinite-lived intangible asset below its carrying value. The Company is required to determine its goodwill impairment using a two-step process. The first step is used to identify potential impairment by comparing the fair value of a reporting unit with its carrying amount. If the carrying amount of a reporting unit exceeds its fair value, the second step of the impairment test is performed to measure the amount of impairment loss, if any. If the carrying amount of the reporting unit’s goodwill exceeds the implied fair value of that goodwill, an impairment loss is recognized in an amount equal to that excess. As of March 26, 2017, a review of impairment indicators was performed by the Company noting that its financial results and forecast had not changed materially since the prior impairment test, and it was determined that no indicators of impairment were present. The newspaper industry and the Company have experienced declining same store revenue and profitability over the past several years. Should general economic, market or business conditions decline, and have a negative impact on estimates of future cash flow and market transaction multiples, the Company may be required to record impairment charges in the future. |
Indebtedness
Indebtedness | 3 Months Ended |
Mar. 26, 2017 | |
Debt Disclosure [Abstract] | |
Indebtedness | Indebtedness New Media Credit Agreement On June 4, 2014, New Media Holdings II LLC (the “New Media Borrower”), a wholly owned subsidiary of New Media, entered into a credit agreement (the “New Media Credit Agreement”) among the New Media Borrower, New Media Holdings I LLC (“Holdings I”), the lenders party thereto, RBS Citizens, N.A. and Credit Suisse Securities (USA) LLC as joint lead arrangers and joint bookrunners, Credit Suisse AG, Cayman Islands Branch as syndication agent and Citizens Bank of Pennsylvania as administration agent which provides for (i) a $200,000 senior secured term facility (the “Term Loan Facility” and any loan thereunder, including as part of the Incremental Facility, “Term Loans”) and (ii) a $25,000 senior secured revolving credit facility, with a $5,000 sub-facility for letters of credit and a $5,000 sub-facility for swing loans, (the “Revolving Credit Facility” and together with the Term Loan Facility, the “Senior Secured Credit Facilities”). In addition, the New Media Borrower may request one or more new commitments for term loans or revolving loans from time to time up to an aggregate total of $75,000 (the “Incremental Facility”) subject to certain conditions. On June 4, 2014, the New Media Borrower borrowed $200,000 under the Term Loan Facility (the “Initial Term Loans”). As of March 26, 2017 , $0 was drawn under the Revolving Credit Facility. The Term Loans mature on June 4, 2020 and the maturity date for the Revolving Credit Facility is June 4, 2019 . The New Media Credit Agreement was amended: • on September 3, 2014, to provide for additional term loans under the Incremental Facility in an aggregate principal amount of $25,000 (the “2014 Incremental Term Loan”); • on November 20, 2014, to increase the amount of the Incremental Facility that may be requested after the date of the amendment from $75,000 to $225,000 ; • on January 9, 2015, to provide for $102,000 in additional term loans (the “2015 Incremental Term Loan”) and $50,000 in additional revolving commitments (the “2015 Incremental Revolver”) under the Incremental Facility and to make certain amendments to the Revolving Credit Facility in connection with the purchase of the assets of Halifax Media; • on February 13, 2015, to provide for the replacement of the existing term loans under the Term Loan Facility (including the 2014 Incremental Term Loan and the 2015 Incremental Term Loan) with a new class of replacement term loans; • on March 6, 2015, to provide for $15,000 in additional revolving commitments under the Incremental Facility; and • on May 29, 2015, to provide for $25,000 in additional term loans under the Incremental Facility. Borrowings under the Term Loan Facility bear interest, at the New Media Borrower’s option, at a rate equal to either (i) an adjusted Eurodollar rate, plus an applicable margin equal to 6.25% per annum (subject to a floor of 1.00% ) or (ii) an adjusted base rate, plus an applicable margin equal to 5.25% per annum (subject to a floor of 2.00% ). The New Media Borrower currently uses the Eurodollar rate option. Borrowings under the Revolving Credit Facility bear interest, at the New Media Borrower’s option, at a rate equal to either (i) an adjusted Eurodollar rate, plus an applicable margin equal to 5.25% per annum or (ii) an adjusted base rate, plus an applicable margin equal to 4.25% per annum, with a step down based on achievement of a certain total leverage ratio. The New Media Borrower currently uses the Eurodollar rate option. As of March 26, 2017 the New Media Credit Agreement had a weighted average interest rate of 7.25% . The Senior Secured Credit Facilities are unconditionally guaranteed by Holdings I and certain subsidiaries of the New Media Borrower (collectively, the “Guarantors”) and are required to be guaranteed by all future material wholly-owned domestic subsidiaries, subject to certain exceptions. All obligations under the New Media Credit Agreement are secured, subject to certain exceptions, by substantially all of the New Media Borrower’s assets and the assets of the Guarantors. Repayments made under the Term Loans are equal to 1.0% annually of the original principal amount in equal quarterly installments for the life of the Term Loans, with the remainder due at maturity. The New Media Borrower is permitted to make voluntary prepayments at any time without premium or penalty. The New Media Credit Agreement contains customary representations and warranties and affirmative covenants and negative covenants applicable to Holdings I, the New Media Borrower and the New Media Borrower's subsidiaries, including, among other things, restrictions on indebtedness, liens, investments, fundamental changes, dispositions, and dividends and other distributions, and events of default. The New Media Credit Agreement contains a financial covenant that requires Holdings I, the New Media Borrower and the New Media Borrower’s subsidiaries to maintain a maximum total leverage ratio of 3.25 to 1.00. As of March 26, 2017 , the Company is in compliance with all of the covenants and obligations under the New Media Credit Agreement. Advantage Credit Agreements In connection with the purchase of the assets of Halifax Media, which closed on January 9, 2015, certain subsidiaries of the Company (the “Advantage Borrowers”) agreed to assume all of the obligations of Halifax Media and its affiliates in respect of each of (i) that certain Consolidated Amended and Restated Credit Agreement dated January 6, 2012 among Halifax Media Acquisition LLC, Advantage Capital Community Development Fund XXVIII, L.L.C., and Florida Community Development Fund II, L.L.C. (as amended, the “Halifax Florida Credit Agreement”) and (ii) that certain Credit Agreement dated June 18, 2013 between Halifax Alabama, LLC and Southeast Community Development Fund V, L.L.C. (the “Halifax Alabama Credit Agreement” and, together with the Halifax Florida Credit Agreement, the “Advantage Credit Agreements”), respectively (the debt under the Halifax Florida Credit Agreement, the “Advantage Florida Debt”; the debt under the Halifax Alabama Credit Agreement, the “Advantage Alabama Debt”; and the Advantage Florida Debt and the Advantage Alabama Debt, collectively, the “Advantage Debt”). The Halifax Florida Credit Agreement was in the principal amount of $10,000 , bore interest at the rate of 5.25% per annum, payable quarterly in arrears, and matured on December 31, 2016. On December 30, 2016, the Company paid the outstanding balance under the Advantage Florida Debt in the amount of $10,000 with cash on hand. The Halifax Alabama Credit Agreement is in the principal amount of $8,000 and bears interest at the rate of LIBOR plus 6.25% per annum (with a minimum of 1% LIBOR) payable quarterly in arrears, maturing on March 31, 2019. The Advantage Debt is secured by a perfected second priority security interest in all the assets of the Advantage Borrowers and certain other subsidiaries of the Company, subject to the limitation that the maximum amount of secured obligations is $15,000 . The Advantage Credit Facilities are unconditionally guaranteed by Holdings I and certain subsidiaries of the New Media Borrowers and are required to be guaranteed by all future material wholly-owned domestic subsidiaries, subject to certain exceptions. The Advantage Debt is subordinated to the New Media Credit Agreement pursuant to an intercreditor agreement. The Advantage Credit Agreements contain covenants substantially consistent with those contained in the New Media Credit Agreement in addition to those required for compliance with the New Markets Tax Credit program. The Advantage Borrowers are permitted to make voluntary prepayments at any time without premium or penalty and are subject to customary mandatory prepayment events including from proceeds from asset sales and certain debt obligations. The Advantage Credit Agreements contain customary representations and warranties and customary affirmative and negative covenants applicable to the Advantage Borrowers and certain of the Company subsidiaries, including, among other things, restrictions on indebtedness, liens, investments, fundamental changes, dispositions, and dividends and other distributions. The Advantage Credit Agreements contain a financial covenant that requires Holdings I, the New Media Borrower and the New Media Borrower’s subsidiaries to maintain a maximum total leverage ratio of 3.75 to 1.00. The Advantage Credit Agreements contain customary events of default. As of March 26, 2017 , the Company is in compliance with all of the covenants and obligations under the Advantage Credit Agreements. Fair Value The fair value of long-term debt under the Senior Secured Credit Facilities and the Advantage Credit Agreements was estimated at $351,916 as of March 26, 2017 , based on discounted future contractual cash flows and a market interest rate adjusted for necessary risks, including the Company’s own credit risk as there are no rates currently observable in publicly traded debt markets of risk with similar terms and average maturities. Accordingly, the Company’s long-term debt under the Senior Secured Credit Facilities is classified within Level 3 of the fair value hierarchy. Payment Schedule As of March 26, 2017 , scheduled principal payments of outstanding debt are as follows: 2017 3,509 2018 2,632 2019 11,509 2020 334,266 $ 351,916 Less: Short-term debt 4,387 Remaining original issue discount 6,728 Deferred financing costs 2,122 Long-term debt $ 338,679 For further information, see Note 9 to the Consolidated Financial Statements, “Indebtedness,” in the Annual Report on Form 10-K for the fiscal year ended December 25, 2016 . |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Mar. 26, 2017 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Related Party Transactions As of December 29, 2013, Newcastle (an affiliate of FIG LLC (the “Manager”) beneficially owned approximately 84.6% of the Company’s outstanding common stock. On February 13, 2014, Newcastle completed the spin-off of the Company. On February 14, 2014, New Media became a separate, publicly traded company trading on the NYSE under the ticker symbol “NEWM”. As a result of the spin-off and listing, the fees included in the Management Agreement with the Company’s Manager became effective. As of March 26, 2017 , Fortress and its affiliates owned approximately 1.3% of the Company’s outstanding stock and approximately 39.5% of the Company’s outstanding warrants. The Company’s Manager (or its affiliates) hold 2,307,562 stock options of the Company’s stock as of March 26, 2017 . During the three months ended March 26, 2017 and March 27, 2016 , Fortress and its affiliates were paid $239 and $225 in dividends, respectively. In addition, the Company’s Chairman, Wesley Edens, is also the Co-Chairman of the board of directors of Fortress. The Company does not pay Mr. Edens a salary or any other form of compensation. The Company’s Chief Operating Officer owns an interest in a company, from which the Company recognized revenue of $140 and $120 during the three months ended March 26, 2017 and March 27, 2016 , respectively, which is included in commercial printing and other on the Unaudited Condensed Consolidated Statements of Operations and Comprehensive Income. The Company’s Chief Executive Officer and Chief Financial Officer are employees of Fortress, and their salaries are paid by Fortress. Management Agreement On November 26, 2013, the Company entered into a management agreement with the Manager (as amended and restated, the “Management Agreement”). The Management Agreement requires the Manager to manage the Company’s business affairs subject to the supervision of the Company’s Board of Directors. On March 6, 2015, the Company’s independent directors on the Board approved an amendment to the Management Agreement. The Management Agreement had an initial three-year term and will be automatically renewed for one-year terms thereafter unless terminated either by the Company or the Manager. From the commencement date of "regular way" trading of the Company’s Common Stock on a major U.S. national securities exchange (the “Listing”), the Manager is (a) entitled to receive from the Company a management fee, (b) eligible to receive incentive compensation that is based on the Company’s performance and (c) eligible to receive options to purchase New Media Common Stock upon the successful completion of an offering of shares of the Company’s Common Stock or any shares of preferred stock with an exercise price equal to the price per share paid by the public or other ultimate purchaser in the offering, see Note 9. In addition, the Company is obligated to reimburse certain expenses incurred by the Manager. The Manager is also entitled to receive a termination fee from the Company under certain circumstances. The Company recognized $2,896 and $2,388 for management fees and $0 and $199 for incentive compensation within selling, general and administrative expense during the three months ended March 26, 2017 and March 27, 2016 , respectively. The Company paid to FIG LLC $4,350 and $797 in management fees and $5,915 and $20,938 in incentive compensation during the three months ended March 26, 2017 and March 27, 2016 , respectively. In addition, the Company recognized expense reimbursement amounts of approximately $550 and $403 during the three months ended March 26, 2017 and March 27, 2016 , respectively. The Company had an outstanding liability for all management agreement related fees of $2,680 and $10,080 at March 26, 2017 and December 25, 2016 , respectively, included in accrued expenses. Registration Rights Agreement with Omega The Company entered into a registration rights agreement (the “Omega Registration Rights Agreement”) with Omega Advisors, Inc. and its affiliates (collectively, “Omega”). Under the terms of the Omega Registration Rights Agreement, upon request by Omega the Company is required to use commercially reasonable efforts to file a resale shelf registration statement providing for the registration and sale on a continuous or delayed basis by Omega of its New Media Common Stock acquired in connection with the restructuring of GateHouse (the “Registrable Securities”) (the “Shelf Registration”), subject to customary exceptions and limitations. Omega is entitled to initiate up to three offerings or sales with respect to some or all of the Registrable Securities pursuant to the Shelf Registration. Omega may only exercise its right to request Shelf Registrations if Registrable Securities to be sold pursuant to such Shelf Registration are at least 3% of the then-outstanding New Media Common Stock. |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 26, 2017 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes The Company performs a quarterly assessment of its deferred tax assets and liabilities. ASC Topic 740, “Income Taxes” (“ASC 740”) limits the ability to use future taxable income to support the realization of deferred tax assets when a company has experienced a history of losses even if future taxable income is supported by detailed forecasts and projections. In assessing the realizability of deferred tax assets, the Company considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. The Company considers the scheduled reversal of deferred tax liabilities, projected future taxable income, and tax planning strategies in making this assessment. The Company concluded that during the three months ended March 26, 2017 , a net increase to the valuation allowance of $3,372 would be necessary to offset additional deferred tax assets. Of this amount, a $3,372 increase was recognized through the Unaudited Condensed Consolidated Statements of Operations and Comprehensive (Loss) Income. The realization of the remaining deferred tax assets is primarily dependent on the scheduled reversals of deferred taxes. Any changes in the scheduled reversals of deferred taxes may require an additional valuation allowance against the remaining deferred tax assets. Any increase or decrease in the valuation allowance could result in an increase or decrease in income tax expense in the period of adjustment. The computation of the annual expected effective tax rate at each interim period requires certain estimates and assumptions including, but not limited to, the expected operating income (loss) for the year, projections of the proportion of income (or loss), permanent and temporary differences, including the likelihood of recovering deferred tax assets generated in the current year. The accounting estimates used to compute the provision for income taxes may change as new events occur, more experience is acquired, or as additional information is obtained. To the extent that the estimated annual effective tax rate changes during a quarter, the effect of the change on prior quarters is included in tax expense for the current quarter. For the three months ended March 26, 2017 , the expected federal tax benefit at 34% is $3,405 . The tax benefit for the quarter is recorded at the annual effective tax rate of 63% , which is applied to the full year estimated pre-tax net income. The 63% projected 2017 effective tax rate is primarily due to deferred tax liabilities attributable to indefinite lived intangible assets, which cannot be offset by deferred tax assets, resulting in projected deferred income tax expense of approximately $15,000 for 2017. The Company recorded an income tax benefit of $5,119 during the three months ended March 27, 2016 related to its acquisition of certain legal entities acquired during the quarter. In accordance with ASC 805, the Company released a portion of its valuation allowance, since it was able to utilize deferred tax assets against the deferred tax liabilities reflected in purchase accounting for the acquired entities. The Company and its subsidiaries file a U.S. federal consolidated income tax return. The U.S. federal and state statute of limitations generally remains open for the 2013 tax year and beyond. The Company’s 2013 short tax year Federal returns were examined by the Internal Revenue Service with no changes made to the returns filed. |
Equity
Equity | 3 Months Ended |
Mar. 26, 2017 | |
Equity [Abstract] | |
(Loss) Earnings Per Share [Text Block] | The following table sets forth the computation of basic and diluted (loss) earnings per share (“EPS”): Three months ended March 26, 2017 Three months ended March 27, 2016 Numerator for earnings per share calculation: Net (loss) income $ (3,685 ) $ 4,967 Denominator for earnings per share calculation: Basic weighted average shares outstanding 53,186,746 44,483,525 Effect of dilutive securities: Stock Options and Restricted Stock — 43,849 Diluted weighted average shares outstanding 53,186,746 44,527,374 For the three months ended March 26, 2017 and March 27, 2016 , the Company excluded 1,362,479 and 1,362,479 common stock warrants, 375,786 and 0 RSGs, and 2,307,562 and 700,000 stock options, respectively, from the computation of diluted income per share because their effect would have been antidilutive. Equity In March 2016, the Company issued 13,992 shares of its common stock to its Non-Officer Directors to settle a liability of $225 for 2015 services. During the fourth quarter of 2016, the Company issued 8,625,000 shares of its common stock in a public offering at a price to the public of $16.00 per share for net proceeds of approximately $134,818 . Certain of the Company’s officers and directors participated in this offering and purchased an aggregate of 20,000 shares at a price of $16.00 per share. For the purpose of compensating the Manager for its successful efforts in raising capital for the Company, in connection with this offering, the Company granted options to the Manager to purchase 862,500 shares of the Company’s common stock at a price of $16.00 , which had an aggregate fair value of approximately $2,288 as of the grant date. The assumptions used in the Black-Scholes model to value the options were: a 2.2% risk-free rate, a 8.3% dividend yield, 36.1% volatility and an expected life of 10 years. The fair value of the options issued as compensation to the Manager was recorded as an increase in equity with an offsetting reduction in capital. The following table includes additional information regarding the Manager stock options: Number of Options Weighted-Average Grant Date Fair Value Weighted-Average Exercise Price Weighted-Average Remaining Contractual Term (Years) Aggregate Intrinsic Value ($000) Outstanding at December 25, 2016 2,307,562 $ 4.07 $ 17.64 8.7 $ 186 Outstanding at March 26, 2017 2,307,562 $ 4.07 $ 17.64 8.4 $ — Exercisable at March 26, 2017 1,462,979 $ 18.22 7.8 $ — Accumulated Other Comprehensive Loss The changes in accumulated other comprehensive loss by component for the three months ended March 26, 2017 and March 27, 2016 are outlined below. Net actuarial loss and prior service cost (1) For the three months ended March 26, 2017: Balance at December 25, 2016 $ (3,977 ) Other comprehensive income before reclassifications — Amounts reclassified from accumulated other comprehensive loss 28 Net current period other comprehensive income, net of taxes 28 Balance at March 26, 2017 $ (3,949 ) For the three months ended March 27, 2016: Balance at December 27, 2015 $ (3,158 ) Other comprehensive income before reclassifications — Amounts reclassified from accumulated other comprehensive loss 24 Net current period other comprehensive income, net of taxes 24 Balance at March 27, 2016 $ (3,134 ) (1) This accumulated other comprehensive loss component is included in the computation of net periodic benefit cost. See Note 10. The following table presents reclassifications out of accumulated other comprehensive loss for the three months ended March 26, 2017 and March 27, 2016 . Amounts Reclassified from Accumulated Other Comprehensive Loss Three months ended March 26, 2017 Three months ended March 27, 2016 Affected Line Item in the Consolidated Statements of Operations and Comprehensive (Loss) Income Amortization of unrecognized loss $ 28 $ 24 (1) Amounts reclassified from accumulated other comprehensive loss 28 24 (Loss) income before income taxes Income tax expense — — Income tax benefit Amounts reclassified from accumulated other comprehensive loss, net of taxes $ 28 $ 24 Net (loss) income (1) This accumulated other comprehensive loss component is included in the computation of net periodic benefit cost. See Note 10. Dividends On February 25, 2016, the Company announced a fourth quarter 2015 cash dividend of $0.33 per share Common Stock, par value $0.01 per share, of New Media. The dividend was paid on March 17, 2016 , to shareholders of record as of the close of business on March 9, 2016 . On April 28, 2016, the Company announced a first quarter 2016 cash dividend of $0.33 per share of Common Stock, par value $0.01 per share, of New Media. The dividend was paid on May 19, 2016 , to shareholders of record as of the close of business on May 11, 2016 . On July 28, 2016, the Company announced a second quarter 2016 cash dividend of $0.33 per share of Common Stock, par value $0.01 per share, of New Media. The dividend was paid on August 18, 2016 , to shareholders of record as of the close of business on August 10, 2016 . On October 27, 2016, the Company announced a third quarter 2016 cash dividend of $0.35 per share of Common Stock, par value $0.01 per share, of New Media. The dividend was paid on November 17, 2016 , to shareholders of record as of the close of business on November 9, 2016 . On February 21, 2017, the Company announced a fourth quarter 2016 cash dividend of $0.35 per share Common Stock, par value $0.01 per share, of New Media. The dividend was paid on March 16, 2017 , to shareholders of record as of the close of business on March 8, 2017 . |
Pension and Postretirement Bene
Pension and Postretirement Benefits | 3 Months Ended |
Mar. 26, 2017 | |
Compensation and Retirement Disclosure [Abstract] | |
Pension and Postretirement Benefits | Pension and Postretirement Benefits As a result of the Enterprise News Media LLC (in 2005), Copley Press, Inc. (in 2007), and Times Publishing Company (in 2016) acquisitions, the Company maintains two pension and several postretirement medical and life insurance plans which cover certain employees. The Company uses the accrued benefit actuarial method and best estimate assumptions to determine pension costs, liabilities and other pension information for defined benefit plans. The Enterprise News Media, LLC pension plan was amended to freeze all future benefit accruals as of December 31, 2008, except for a select group of union employees whose benefits were frozen during 2009. Also, during 2008, the medical and life insurance benefits were frozen, and the plan was amended to limit future benefits to a select group of active employees under the Enterprise News Media, LLC postretirement medical and life insurance plan. Benefits under the postretirement medical and life insurance plan assumed with the Copley Press, Inc. acquisition are only available to Brush-Moore employees hired before January 1, 1976. The Times Publishing pension plan was frozen prior to the acquisition. The following provides information on the pension plans and postretirement medical and life insurance plans for the three months ended March 26, 2017 and March 27, 2016 : Three months ended March 26, 2017 Three months ended March 27, 2016 Pension Postretirement Pension Postretirement Components of net periodic benefit costs: Service cost $ 157 $ 1 $ 75 $ 4 Interest cost 780 27 805 56 Expected return on plan assets (1,045 ) — (1,045 ) — Amortization of unrecognized loss 44 (16 ) 24 — Total $ (64 ) $ 12 $ (141 ) $ 60 For the three months ended March 26, 2017 and March 27, 2016 , the Company recognized a total of $(52) and $(81) in pension and postretirement benefit, respectively. During the three months ended March 26, 2017 , the Company contributed $314 to the pension plans. The Company is expected to pay an additional $1,201 in employer contributions to the pension plans during the remainder of the current fiscal year. |
Fair Value Measurement
Fair Value Measurement | 3 Months Ended |
Mar. 26, 2017 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurement | Fair Value Measurement The Company measures and records in the accompanying condensed consolidated financial statements certain assets and liabilities at fair value on a recurring basis. ASC Topic 820 “Fair Value Measurements and Disclosures” establishes a fair value hierarchy for those instruments measured at fair value that distinguishes between assumptions based on market data (observable inputs) and the Company’s own assumptions (unobservable inputs). These inputs are prioritized as follows: • Level 1: Observable inputs such as quoted prices in active markets for identical assets or liabilities; • Level 2: Inputs other than quoted prices included within Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities or market corroborated inputs; and • Level 3: Unobservable inputs for which there is little or no market data and which require the Company to develop their own assumptions about how market participants price the asset or liability. The valuation techniques that may be used to measure fair value are as follows: • Market approach – Uses prices and other relevant information generated by market transactions involving identical or comparable assets or liabilities; • Income approach – Uses valuation techniques to convert future amounts to a single present amount based on current market expectation about those future amounts; • Cost approach – Based on the amount that currently would be required to replace the service capacity of an asset (replacement cost). The following table provides information for the Company’s major categories of financial assets and liabilities measured or disclosed at fair value on a recurring basis: Fair Value Measurements at Reporting Date Using Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Total Fair Value Measurements As of March 26, 2017 Assets Cash and cash equivalents $ 135,886 $ — $ — $ 135,886 Restricted cash 3,406 — — 3,406 As of December 25, 2016 Assets Cash and cash equivalents $ 172,246 $ — $ — $ 172,246 Restricted cash 3,406 — — 3,406 Certain assets are measured at fair value on a nonrecurring basis; that is, the instruments are not measured at fair value on an ongoing basis but are subject to fair value adjustments only in certain circumstances (for example, when there is evidence of impairment). For the 2017 acquisitions and 2016 acquisitions the Company recorded the assets and liabilities under the acquisition method of accounting. Accordingly, the assets acquired and liabilities assumed were recorded at their fair value. Property, plant and equipment was valued using Level 2 inputs, and intangible assets were valued using Level 3 inputs. Refer to Note 2 for discussion of the valuation techniques, significant inputs, assumptions utilized, and the fair value recognized. Refer to Note 6 for the discussion on the fair value of the Company’s total long-term debt. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 26, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies The Company is and may become involved from time to time in legal proceedings in the ordinary course of its business, including but not limited to with respect to such matters as libel, invasion of privacy, intellectual property infringement, wrongful termination actions and complaints alleging employment discrimination, and regulatory investigations and inquiries. In addition, the Company is involved from time to time in governmental and administrative proceedings concerning employment, labor, environmental and other claims. Insurance coverage mitigates potential loss for certain of these matters. Historically, such claims and proceedings have not had a material adverse effect on the Company’s consolidated results of operations or financial position. Although the Company is unable to predict with certainty the eventual outcome of any litigation, regulatory investigation or inquiry, in the opinion of management, the Company does not expect its current and any threatened legal proceedings to have a material adverse effect on the Company’s business, financial position or consolidated results of operations. Given the inherent unpredictability of these types of proceedings, however, it is possible that future adverse outcomes could have a material effect on the Company’s financial results. Restricted cash at March 26, 2017 and December 25, 2016 , in the aggregate amount of $3,406 and $3,406 , respectively, is used as cash collateral for certain business operations. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 26, 2017 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events Dividends On April 27, 2017 , the Company announced a first quarter 2017 cash dividend of $0.35 per share of Common Stock, par value $0.01 per share, of New Media. The dividend will be paid on May 18, 2017 , to shareholders of record as of the close of business on May 10, 2017 . |
Unaudited Financial Statements
Unaudited Financial Statements (Policies) | 3 Months Ended |
Mar. 26, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Reclassifications | Reclassifications Certain amounts in the prior period's condensed consolidated financial statements have been reclassified to conform to the current year presentation. |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2014-09, “Revenue from Contracts with Customers” (Topic 606). ASU No. 2014-09 will replace all current U.S. GAAP guidance on this topic and eliminate all industry-specific guidance. The new revenue recognition standard provides a unified model to determine when and how revenue is recognized. The core principle is that a company should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. In March 2016, the FASB issued ASU No. 2016-08, “Revenue from Contracts with Customers - Principal versus Agent Considerations” (Topic 606), which clarifies the implementation guidance on principal versus agent considerations. During 2016, the Company established a project team to identify potential differences that would result from the application of this standard. The team is in the process of reviewing customer contracts, identifying contractual provisions that may result in a change in the timing or the amount of revenue recognized and assessing the enhanced disclosure requirements of the new guidance. The Company will adopt the requirements of the new standard on January 1, 2018 and anticipates using the modified retrospective transition method. In July 2015, the FASB issued ASU No. 2015-11, “Simplifying the Measurement of Inventory” (Topic 330), which simplifies the measurement of inventory by requiring certain inventory to be measured at the “lower of cost and net realizable value” and options that currently exist for “market value” will be eliminated. The ASU defines net realizable value as the “estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation.” The standard was effective for the Company as of December 26, 2016. The amendments in ASU No. 2015-11 did not have a material impact on the financial statements. In February 2016, the FASB issued ASU No. 2016-02, “Leases” (Topic 842), which revises the accounting related to lessee accounting. Under the new guidance, lessees will be required to recognize a lease liability and a right-of-use asset for all leases with terms greater than 12 months. Leases will be classified as either finance or operating, with classification affecting the pattern of expense recognition in the income statement. The provisions of ASU 2016-02 are effective for fiscal years beginning after December 15, 2018 and should be applied through a modified retrospective transition approach for leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements. Early adoption is permitted. The Company is currently evaluating the impact this accounting standard will have on the Company’s consolidated financial statements. In March 2016, the FASB issued ASU No. 2016-09, “Compensation - Stock Compensation” (Topic 718), which addresses several aspects of accounting for share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities, and classification on the statement of cash flows. The Company adopted this accounting standard as of December 26, 2016, and it did not have a material impact on the Company’s consolidated financial statements. The applicable amendments are being applied prospectively, and, as a result, there were no changes to prior periods related to this standard. In November 2016, the FASB issued ASU No. 2016-18, “Restricted Cash” (Topic 230), which requires that a statement of cash flows explain the change during the period in the total of cash, cash equivalents, and amounts generally described as restricted cash and restricted cash equivalents. The provisions of ASU 2016-18 are effective for fiscal years beginning after December 15, 2017 and should be applied using a retrospective transition method. Early adoption is permitted. The Company is currently evaluating the impact this accounting standard will have on the Company’s consolidated financial statements. In January 2017, the FASB issued ASU No. 2017-01, “Business Combinations - Clarifying the Definition of a Business” (Topic 805), which clarifies the definition of a business for determining whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. The new standard is effective for annual periods beginning after December 15, 2017 with early adoption permitted for transactions that occurred before the issuance date or effective date of the standard if the transactions were not reported in financial statements that have been issued or made available for issuance. The standard must be applied prospectively. The Company is currently evaluating the impact this accounting standard will have on the Company’s consolidated financial statements. In January 2017, the FASB issued ASU No. 2017-04 “Intangibles - Goodwill and Other - Simplifying the Test for Goodwill Impairment” (Topic 350), which simplifies subsequent goodwill measurement by eliminating Step 2 from the goodwill impairment test. Under this update, an entity should perform its annual, or interim, goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount. An entity should recognize an impairment charge for the amount by which the carrying amount exceeds the reporting unit’s fair value; however, the loss recognized should not exceed the total amount of goodwill allocated to that reporting unit. The new standard is effective for annual periods, and interim periods within those annual periods, beginning after December 15, 2019 with early adoption permitted for annual goodwill impairment tests performed after January 1, 2017. The standard must be applied prospectively. The Company is currently evaluating the impact this accounting standard will have on the Company’s consolidated financial statements. In March 2017, the FASB issued ASU No. 2017-07 “Compensation-Retirement Benefits: Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost” (Topic 715), which provides guidance that requires an employer to report the service cost component separate from the other components of net benefit pension costs. The employer is required to report the service cost component in the same line item or items as other compensation costs arising from services rendered by the pertinent employees during the period. The other components of net benefit cost are required to be presented in the income statement separately from the service cost component and outside the subtotal of income from operations, if one is presented. If a separate line item is not used, the line item used in the income statement must be disclosed. The new standard is effective for annual reporting periods beginning after December 15, 2017 and interim periods within those years. Early adoption is permitted. Other than the revised statement of operations presentation, the adoption of ASU 2017-07 is not expected to have a material impact on the Company’s consolidated financial statements. All other issued and not yet effective accounting standards are not relevant to the Company. |
Acquisitions and Dispositions (
Acquisitions and Dispositions (Tables) | 3 Months Ended |
Mar. 26, 2017 | |
2017 Other Acquisitions [Member] | |
Business Acquisition [Line Items] | |
Schedule of Assets Acquired and Liabilities Assumed | The following table summarizes the preliminary fair values of the assets and liabilities: Current assets $ 2,835 Property, plant and equipment 17,418 Noncompete agreements 230 Advertiser relationships 790 Subscriber relationships 320 Customer relationships 202 Mastheads 810 Goodwill 1,573 Total assets 24,178 Current liabilities 2,749 Total liabilities 2,749 Net assets $ 21,429 |
2016 Other Acquisitions [Member] | |
Business Acquisition [Line Items] | |
Schedule of Assets Acquired and Liabilities Assumed | The following table summarizes the preliminary fair values of the assets and liabilities: Current assets $ 20,792 Other assets 4,195 Property, plant and equipment 36,105 Noncompete agreements 886 Advertiser relationships 32,312 Subscriber relationships 13,696 Customer relationships 5,113 Software 5,783 Trade names 2,448 Mastheads 9,217 Goodwill 56,776 Total assets 187,323 Current liabilities 26,532 Pension obligations 16,299 Other long-term liabilities 8,585 Total liabilities 51,416 Net assets $ 135,907 |
Share-Based Compensation (Table
Share-Based Compensation (Tables) | 3 Months Ended |
Mar. 26, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
RSG Activity | RSG activity during the three months ended March 26, 2017 was as follows: Number of RSGs Weighted-Average Grant Date Fair Value Unvested at December 25, 2016 335,593 $ 18.18 Granted 182,035 15.89 Vested (116,866 ) 19.13 Forfeited (24,976 ) 16.89 Unvested at March 26, 2017 375,786 $ 16.86 |
Restructuring (Tables)
Restructuring (Tables) | 3 Months Ended |
Mar. 26, 2017 | |
Restructuring and Related Activities [Abstract] | |
Restructuring Program Activity | A rollforward of the accrued restructuring costs, included in accrued expenses on the balance sheet, for the three months ended March 26, 2017 is outlined below. Severance and Related Costs Other Costs (1) Total Balance at December 25, 2016 $ 1,178 $ 356 $ 1,534 Restructuring provision included in Integration and Reorganization 2,225 145 2,370 Cash payments (1,750 ) (364 ) (2,114 ) Balance at March 26, 2017 $ 1,653 $ 137 $ 1,790 (1) Other costs primarily included costs to consolidate operations. |
Schedule of Restructuring Costs and Cash Paid | The following table summarizes the costs incurred and cash paid in connection with these restructuring programs for the three months ended March 26, 2017 and March 27, 2016 . Three months ended March 26, 2017 Three months ended March 27, 2016 Severance and related costs $ 2,225 $ 868 Severance and other costs assumed from acquisition — 95 Other costs 145 58 Cash payments (2,114 ) (2,305 ) |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 3 Months Ended |
Mar. 26, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Goodwill and Intangible Assets | Goodwill and intangible assets consisted of the following: March 26, 2017 Gross carrying amount Accumulated amortization Net carrying amount Amortized intangible assets: Advertiser relationships 175,708 27,561 148,147 Customer relationships 25,140 3,585 21,555 Subscriber relationships 91,264 15,494 75,770 Other intangible assets 9,820 2,595 7,225 Total $ 301,932 $ 49,235 $ 252,697 Nonamortized intangible assets: Goodwill $ 229,389 Mastheads 95,530 Total $ 324,919 December 25, 2016 Gross carrying Accumulated Net carrying Amortized intangible assets: Advertiser relationships $ 174,918 $ 24,618 $ 150,300 Customer relationships 24,938 3,153 21,785 Subscriber relationships 90,944 13,911 77,033 Other intangible assets 9,589 1,950 7,639 Total $ 300,389 $ 43,632 $ 256,757 Nonamortized intangible assets: Goodwill $ 227,954 Mastheads 94,720 Total $ 322,674 |
Intangible Assets Future Amortization Expense | Estimated future amortization expense as of March 26, 2017 , is as follows: For the following fiscal years: 2017 $ 16,914 2018 22,539 2019 20,881 2020 20,176 2021 20,176 Thereafter 152,011 Total $ 252,697 |
Summary of the Change in Goodwill | The changes in the carrying amount of goodwill for the period from December 25, 2016 to March 26, 2017 are as follows: Balance at December 25, 2016 $ 227,954 Goodwill acquired in business combinations 1,435 Balance at March 26, 2017 $ 229,389 |
Indebtedness (Tables)
Indebtedness (Tables) | 3 Months Ended |
Mar. 26, 2017 | |
Debt Disclosure [Abstract] | |
Schedule of Principal Payments of Outstanding Debt | As of March 26, 2017 , scheduled principal payments of outstanding debt are as follows: 2017 3,509 2018 2,632 2019 11,509 2020 334,266 $ 351,916 Less: Short-term debt 4,387 Remaining original issue discount 6,728 Deferred financing costs 2,122 Long-term debt $ 338,679 |
Equity (Tables)
Equity (Tables) | 3 Months Ended |
Mar. 26, 2017 | |
Equity [Abstract] | |
Schedule of Computation of Basic and Diluted (Loss) Earnings Per Share | The following table sets forth the computation of basic and diluted (loss) earnings per share (“EPS”): Three months ended March 26, 2017 Three months ended March 27, 2016 Numerator for earnings per share calculation: Net (loss) income $ (3,685 ) $ 4,967 Denominator for earnings per share calculation: Basic weighted average shares outstanding 53,186,746 44,483,525 Effect of dilutive securities: Stock Options and Restricted Stock — 43,849 Diluted weighted average shares outstanding 53,186,746 44,527,374 |
Schedule of Stock Option Activity | The following table includes additional information regarding the Manager stock options: Number of Options Weighted-Average Grant Date Fair Value Weighted-Average Exercise Price Weighted-Average Remaining Contractual Term (Years) Aggregate Intrinsic Value ($000) Outstanding at December 25, 2016 2,307,562 $ 4.07 $ 17.64 8.7 $ 186 Outstanding at March 26, 2017 2,307,562 $ 4.07 $ 17.64 8.4 $ — Exercisable at March 26, 2017 1,462,979 $ 18.22 7.8 $ — |
Reclassification out of Accumulated Other Comprehensive Loss [Table Text Block] | The changes in accumulated other comprehensive loss by component for the three months ended March 26, 2017 and March 27, 2016 are outlined below. Net actuarial loss and prior service cost (1) For the three months ended March 26, 2017: Balance at December 25, 2016 $ (3,977 ) Other comprehensive income before reclassifications — Amounts reclassified from accumulated other comprehensive loss 28 Net current period other comprehensive income, net of taxes 28 Balance at March 26, 2017 $ (3,949 ) For the three months ended March 27, 2016: Balance at December 27, 2015 $ (3,158 ) Other comprehensive income before reclassifications — Amounts reclassified from accumulated other comprehensive loss 24 Net current period other comprehensive income, net of taxes 24 Balance at March 27, 2016 $ (3,134 ) (1) This accumulated other comprehensive loss component is included in the computation of net periodic benefit cost. See Note 10. |
Schedule of Accumulated Other Comprehensive Loss [Table Text Block] | The following table presents reclassifications out of accumulated other comprehensive loss for the three months ended March 26, 2017 and March 27, 2016 . Amounts Reclassified from Accumulated Other Comprehensive Loss Three months ended March 26, 2017 Three months ended March 27, 2016 Affected Line Item in the Consolidated Statements of Operations and Comprehensive (Loss) Income Amortization of unrecognized loss $ 28 $ 24 (1) Amounts reclassified from accumulated other comprehensive loss 28 24 (Loss) income before income taxes Income tax expense — — Income tax benefit Amounts reclassified from accumulated other comprehensive loss, net of taxes $ 28 $ 24 Net (loss) income (1) This accumulated other comprehensive loss component is included in the computation of net periodic benefit cost. See Note 10. |
Pension and Postretirement Be28
Pension and Postretirement Benefits (Tables) | 3 Months Ended |
Mar. 26, 2017 | |
Compensation and Retirement Disclosure [Abstract] | |
Pension and Postretirement Net Periodic Benefit Costs | The following provides information on the pension plans and postretirement medical and life insurance plans for the three months ended March 26, 2017 and March 27, 2016 : Three months ended March 26, 2017 Three months ended March 27, 2016 Pension Postretirement Pension Postretirement Components of net periodic benefit costs: Service cost $ 157 $ 1 $ 75 $ 4 Interest cost 780 27 805 56 Expected return on plan assets (1,045 ) — (1,045 ) — Amortization of unrecognized loss 44 (16 ) 24 — Total $ (64 ) $ 12 $ (141 ) $ 60 |
Fair Value Measurement (Tables)
Fair Value Measurement (Tables) | 3 Months Ended |
Mar. 26, 2017 | |
Fair Value Disclosures [Abstract] | |
Financial Assets and Liabilities Measured at Fair Value on a Recurring Basis | The following table provides information for the Company’s major categories of financial assets and liabilities measured or disclosed at fair value on a recurring basis: Fair Value Measurements at Reporting Date Using Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Total Fair Value Measurements As of March 26, 2017 Assets Cash and cash equivalents $ 135,886 $ — $ — $ 135,886 Restricted cash 3,406 — — 3,406 As of December 25, 2016 Assets Cash and cash equivalents $ 172,246 $ — $ — $ 172,246 Restricted cash 3,406 — — 3,406 |
Unaudited Financial Statement30
Unaudited Financial Statements - Additional Information (Details) $ in Thousands | 3 Months Ended | 8 Months Ended | |||
Mar. 26, 2017USD ($)segmentshares | Mar. 27, 2016USD ($) | Feb. 13, 2014 | Dec. 25, 2016shares | Jun. 18, 2013shares | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||||
Common stock, shares issued | shares | 53,725,261 | 53,543,226 | 1,000 | ||
Percentage of the Company owned by Newcastle | 84.60% | ||||
Number of reportable segments | segment | 1 | ||||
Impairment of long-lived assets | $ 6,485 | $ 0 | |||
Expected accelerated depreciation | $ 3,200 |
Acquisitions and Dispositions -
Acquisitions and Dispositions - Additional Information (Details) $ in Thousands | 3 Months Ended |
Mar. 26, 2017USD ($)newspaperweekly_publicationbusiness_publicationShopper | |
2017 Other Acquisitions [Member] | |
Business Acquisition [Line Items] | |
Number of daily newspapers acquired | newspaper | 5 |
Number of weekly publications acquired | weekly_publication | 15 |
Number of shoppers acquired | Shopper | 11 |
Aggregate purchase price | $ 21,429 |
Acquisition related costs recognized in selling, general, and administrative expense | 153 |
Goodwill expected to be tax deductible | $ 1,573 |
2016 Other Acquisitions [Member] | |
Business Acquisition [Line Items] | |
Number of business publications acquired | business_publication | 68 |
Number of daily newspapers acquired | newspaper | 7 |
Number of weekly publications acquired | weekly_publication | 7 |
Number of shoppers acquired | Shopper | 11 |
Aggregate purchase price | $ 135,907 |
Acquisition related costs recognized in selling, general, and administrative expense | 2,045 |
Business Acquisition, Goodwill, Tax Cost Basis | 50,325 |
Business Acquisition, Goodwill, Net Tax Basis | 10,746 |
Goodwill expected to be tax deductible | $ 43,130 |
Acquisitions and Dispositions32
Acquisitions and Dispositions - Summary of Preliminary Fair Value of Assets and Liabilities (Details) - USD ($) $ in Thousands | Mar. 26, 2017 | Dec. 25, 2016 |
Business Acquisition [Line Items] | ||
Goodwill | $ 229,389 | $ 227,954 |
2016 Other Acquisitions [Member] | ||
Business Acquisition [Line Items] | ||
Current assets | 20,792 | |
Other assets | 4,195 | |
Property, plant and equipment | 36,105 | |
Noncompete agreements | 886 | |
Advertiser relationships | 32,312 | |
Subscriber relationships | 13,696 | |
Customer relationships | 5,113 | |
Software | 5,783 | |
Trade names | 2,448 | |
Mastheads | 9,217 | |
Goodwill | 56,776 | |
Total assets | 187,323 | |
Current liabilities | 26,532 | |
Pension obligations | 16,299 | |
Other long-term liabilities | 8,585 | |
Total liabilities | 51,416 | |
Net assets | 135,907 | |
2017 Other Acquisitions [Member] | ||
Business Acquisition [Line Items] | ||
Current assets | 2,835 | |
Property, plant and equipment | 17,418 | |
Noncompete agreements | 230 | |
Advertiser relationships | 790 | |
Subscriber relationships | 320 | |
Customer relationships | 202 | |
Mastheads | 810 | |
Goodwill | 1,573 | |
Total assets | 24,178 | |
Current liabilities | 2,749 | |
Total liabilities | 2,749 | |
Net assets | $ 21,429 |
Share-Based Compensation - Addi
Share-Based Compensation - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands | Feb. 03, 2014 | Mar. 31, 2016 | Mar. 26, 2017 | Mar. 27, 2016 | Dec. 25, 2016 |
Share-based Compensation Costs [Abstract] | |||||
Non-cash compensation expense | $ 831 | $ 619 | |||
Compensation cost not yet recognized related to non-vested awards | $ 5,574 | ||||
Compensation cost not yet recognized related to non-vested awards, weighted average recognition period | 2 years 1 month 28 days | ||||
Restricted Share Grants [Abstract] | |||||
Restricted share grants authorized | 15,000,000 | ||||
Granted (in shares) | 13,992 | 182,035 | |||
Forfeited (in shares) | 24,976 | ||||
Unvested RSGs (in shares) | 375,786 | 348,573 | 335,593 | ||
Weighted average grant date fair value of unvested RSGs (in dollars per share) | $ 16.86 | $ 18.30 | $ 18.18 | ||
Aggregate intrinsic value of unvested RSGs | $ 5,381 | ||||
Employee | |||||
Restricted Share Grants [Abstract] | |||||
Granted (in shares) | 182,035 | ||||
Forfeited (in shares) | 24,976 |
Share-Based Compensation - Summ
Share-Based Compensation - Summary of RSG Activity (Details) - $ / shares | 1 Months Ended | 3 Months Ended |
Mar. 31, 2016 | Mar. 26, 2017 | |
Number of RSGs | ||
Unvested RSGs, beginning balance (in shares) | 335,593 | |
Granted (in shares) | 13,992 | 182,035 |
Vested (in shares) | (116,866) | |
Forfeited (in shares) | (24,976) | |
Unvested RSGs, ending balance (in shares) | 375,786 | |
Weighted-Average Grant Date Fair Value | ||
Unvested RSGs, beginning balance, weighted average grant date fair value (in dollars per share) | $ 18.18 | |
Granted (in dollars per share) | 15.89 | |
Vested (in dollars per share) | 19.13 | |
Forfeited (in dollars per share) | 16.89 | |
Unvested RSGs, ending balance, weighted average grant date fair value (in dollars per share) | $ 16.86 |
Restructuring - Summary of Info
Restructuring - Summary of Information Related to Restructuring Program Activity (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 26, 2017 | Mar. 27, 2016 | |
Restructuring Reserve [Roll Forward] | ||
Restructuring reserve, beginning balance | $ 1,534 | |
Restructuring provision included in Integration and Reorganization | 2,370 | |
Cash payments | (2,114) | $ (2,305) |
Restructuring reserve, ending balance | 1,790 | |
Severance and Related Costs [Member] | ||
Restructuring Reserve [Roll Forward] | ||
Restructuring reserve, beginning balance | 1,178 | |
Restructuring provision included in Integration and Reorganization | 2,225 | |
Cash payments | (1,750) | |
Restructuring reserve, ending balance | 1,653 | |
Other Costs [Member] | ||
Restructuring Reserve [Roll Forward] | ||
Restructuring reserve, beginning balance | 356 | |
Restructuring provision included in Integration and Reorganization | 145 | |
Cash payments | (364) | |
Restructuring reserve, ending balance | $ 137 |
Restructuring - Summary of Cost
Restructuring - Summary of Costs Incurred and Cash Paid in Connection with Restructuring Programs (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 26, 2017 | Mar. 27, 2016 | |
Restructuring and Related Activities [Abstract] | ||
Severance and related costs | $ 2,225 | $ 868 |
Severance and other costs assumed from acquisition | 0 | 95 |
Other costs | 145 | 58 |
Cash payments | $ (2,114) | $ (2,305) |
Goodwill and Intangible Asset37
Goodwill and Intangible Assets (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 26, 2017 | Dec. 25, 2016 | |
Schedule Finite-Lived and Indefinite Lived Intangible Assets [Line Items] | ||
Gross carrying amount | $ 301,932 | $ 300,389 |
Accumulated amortization | 49,235 | 43,632 |
Net carrying amount | 252,697 | 256,757 |
Goodwill and nonamortized intangible assets | $ 324,919 | 322,674 |
Weighted average amortization period (in years) | 14 years 7 months 6 days | |
Goodwill [Member] | ||
Schedule Finite-Lived and Indefinite Lived Intangible Assets [Line Items] | ||
Gross carrying amount | $ 229,389 | 227,954 |
Mastheads [Member] | ||
Schedule Finite-Lived and Indefinite Lived Intangible Assets [Line Items] | ||
Gross carrying amount | 95,530 | 94,720 |
Advertiser relationships [Member] | ||
Schedule Finite-Lived and Indefinite Lived Intangible Assets [Line Items] | ||
Gross carrying amount | 175,708 | 174,918 |
Accumulated amortization | 27,561 | 24,618 |
Net carrying amount | $ 148,147 | 150,300 |
Weighted average amortization period (in years) | 15 years 2 months 12 days | |
Customer relationships [Member] | ||
Schedule Finite-Lived and Indefinite Lived Intangible Assets [Line Items] | ||
Gross carrying amount | $ 25,140 | 24,938 |
Accumulated amortization | 3,585 | 3,153 |
Net carrying amount | $ 21,555 | 21,785 |
Weighted average amortization period (in years) | 15 years 2 months 12 days | |
Subscriber relationships [Member] | ||
Schedule Finite-Lived and Indefinite Lived Intangible Assets [Line Items] | ||
Gross carrying amount | $ 91,264 | 90,944 |
Accumulated amortization | 15,494 | 13,911 |
Net carrying amount | $ 75,770 | 77,033 |
Weighted average amortization period (in years) | 14 years 6 months | |
Other intangible assets [Member] | ||
Schedule Finite-Lived and Indefinite Lived Intangible Assets [Line Items] | ||
Gross carrying amount | $ 9,820 | 9,589 |
Accumulated amortization | 2,595 | 1,950 |
Net carrying amount | $ 7,225 | $ 7,639 |
Weighted average amortization period (in years) | 5 years |
Goodwill and Intangible Asset38
Goodwill and Intangible Assets - Amortization Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 26, 2017 | Mar. 27, 2016 | Dec. 25, 2016 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |||
Amortization expense, intangible assets | $ 5,602 | $ 4,399 | |
Estimated Future Amortization Expense [Abstract] | |||
2,017 | 16,914 | ||
2,018 | 22,539 | ||
2,019 | 20,881 | ||
2,020 | 20,176 | ||
2,021 | 20,176 | ||
Thereafter | 152,011 | ||
Net carrying amount | $ 252,697 | $ 256,757 |
Goodwill and Intangible Asset39
Goodwill and Intangible Assets - Goodwill Rollforward (Details) $ in Thousands | 3 Months Ended |
Mar. 26, 2017USD ($) | |
Goodwill [Roll Forward] | |
Goodwill, beginning balance | $ 227,954 |
Goodwill acquired in business combinations | 1,435 |
Goodwill, ending balance | $ 229,389 |
Indebtedness - Additional Infor
Indebtedness - Additional Information (Details) | Jan. 09, 2015USD ($) | Mar. 26, 2017USD ($) | Dec. 25, 2016USD ($) | May 29, 2015USD ($) | Mar. 06, 2015USD ($) | Nov. 20, 2014USD ($) | Sep. 03, 2014USD ($) | Jun. 04, 2014USD ($) |
Credit Facility [Line Items] | ||||||||
Long-term debt | $ 338,679,000 | $ 338,860,000 | ||||||
New Incremental Term Loan [Member] | ||||||||
Credit Facility [Line Items] | ||||||||
Debt, principal amount | $ 25,000,000 | |||||||
Other Incremental Term Loan [Member] | ||||||||
Credit Facility [Line Items] | ||||||||
Debt, principal amount | $ 102,000,000 | |||||||
New Revolver Loan [Member] | ||||||||
Credit Facility [Line Items] | ||||||||
Debt, principal amount | $ 50,000,000 | |||||||
Additional incremental term loan [Member] | ||||||||
Credit Facility [Line Items] | ||||||||
Debt, principal amount | $ 25,000,000 | |||||||
New Media Credit Agreement [Member] | Successor [Member] | ||||||||
Credit Facility [Line Items] | ||||||||
Weighted average interest rate | 7.30% | |||||||
Debt covenant - maximum fixed charge coverage ratio | 3.25 | |||||||
Fair value of long-term debt | $ 351,916,000 | |||||||
New Media Credit Agreement [Member] | Term Loan Facility [Member] | ||||||||
Credit Facility [Line Items] | ||||||||
Long-term debt | $ 200,000,000 | |||||||
New Media Credit Agreement [Member] | Term Loan Facility [Member] | Successor [Member] | ||||||||
Credit Facility [Line Items] | ||||||||
Debt, principal amount | 200,000,000 | |||||||
Repayment amount as a percent of original principal amount | 1.00% | |||||||
Frequency of periodic payment | quarterly | |||||||
New Media Credit Agreement [Member] | Term Loan Facility [Member] | Successor [Member] | Eurodollar [Member] | ||||||||
Credit Facility [Line Items] | ||||||||
Fixed interest rate | 6.25% | |||||||
Variable interest rate | 1.00% | |||||||
New Media Credit Agreement [Member] | Term Loan Facility [Member] | Successor [Member] | Alternate Base Rate [Member] | ||||||||
Credit Facility [Line Items] | ||||||||
Fixed interest rate | 5.25% | |||||||
Variable interest rate | 2.00% | |||||||
New Media Credit Agreement [Member] | Revolving Credit Facility [Member] | Successor [Member] | ||||||||
Credit Facility [Line Items] | ||||||||
Maximum borrowing amount | 25,000,000 | |||||||
Maturity date | Jun. 4, 2019 | |||||||
Amount outstanding | $ 0 | |||||||
New Media Credit Agreement [Member] | Revolving Credit Facility [Member] | Successor [Member] | Eurodollar [Member] | ||||||||
Credit Facility [Line Items] | ||||||||
Fixed interest rate | 5.25% | |||||||
New Media Credit Agreement [Member] | Revolving Credit Facility [Member] | Successor [Member] | Alternate Base Rate [Member] | ||||||||
Credit Facility [Line Items] | ||||||||
Fixed interest rate | 4.25% | |||||||
New Media Credit Agreement [Member] | Letter of Credit [Member] | Successor [Member] | ||||||||
Credit Facility [Line Items] | ||||||||
Maximum borrowing amount | 5,000,000 | |||||||
New Media Credit Agreement [Member] | Swingline Facility [Member] | Successor [Member] | ||||||||
Credit Facility [Line Items] | ||||||||
Maximum borrowing amount | 5,000,000 | |||||||
New Media Credit Agreement [Member] | Incremental Facility [Member] | ||||||||
Credit Facility [Line Items] | ||||||||
Additional revolving commitments | $ 15,000,000 | |||||||
New Media Credit Agreement [Member] | Incremental Facility [Member] | Successor [Member] | ||||||||
Credit Facility [Line Items] | ||||||||
Maximum borrowing amount | $ 75,000,000 | |||||||
Maturity date | Jun. 4, 2020 | |||||||
New Media Credit Agreement [Member] | New Incremental Term Loan [Member] | ||||||||
Credit Facility [Line Items] | ||||||||
Maximum borrowing amount | $ 225,000,000 | |||||||
Advantage Credit Agreements [Member] | ||||||||
Credit Facility [Line Items] | ||||||||
Debt covenant - maximum fixed charge coverage ratio | 3.75 | |||||||
Maximum secured debt | $ 15,000,000 | |||||||
Advantage Credit Agreements [Member] | Advantage Florida Debt [Member] | ||||||||
Credit Facility [Line Items] | ||||||||
Debt, principal amount | $ 10,000,000 | |||||||
Interest rate | 5.25% | |||||||
Repayments of Debt | $ 10,000,000 | |||||||
Advantage Credit Agreements [Member] | Advantage Alabama Debt [Member] | ||||||||
Credit Facility [Line Items] | ||||||||
Debt, principal amount | $ 8,000,000 | |||||||
Interest rate | 6.25% | |||||||
Margin rate for LIBOR | 1.00% |
Indebtedness - Outstanding Debt
Indebtedness - Outstanding Debt Payment Schedule (Details) - USD ($) $ in Thousands | Mar. 26, 2017 | Dec. 25, 2016 |
Debt Disclosure [Abstract] | ||
2,017 | $ 3,509 | |
2,018 | 2,632 | |
2,019 | 11,509 | |
2,020 | 334,266 | |
Total outstanding debt | 351,916 | |
Short-term debt | 4,387 | $ 14,387 |
Remaining original issue discount | 6,728 | |
Deferred financing costs | 2,122 | |
Long-term debt | $ 338,679 | $ 338,860 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) $ in Thousands | Dec. 29, 2013 | Mar. 26, 2017 | Mar. 27, 2016 | Feb. 13, 2014 | Dec. 25, 2016 |
Related Party Transaction [Line Items] | |||||
Percentage of the Company owned by | 84.60% | ||||
Commercial printing revenue for a related party | $ 140 | $ 120 | |||
Management fees | 2,896 | 2,388 | |||
Incentive compensation fees | 0 | 199 | |||
Management fees paid | 4,350 | 797 | |||
Incentive compensation fees paid | 5,915 | 20,938 | |||
Management agreement related fees liability | 2,680 | $ 10,080 | |||
Reimbursement for expenses | $ 550 | 403 | |||
Minimum percentage of common stock outstanding required to exercise | 3.00% | ||||
New Castle Investment Group, Inc. [Member] | |||||
Related Party Transaction [Line Items] | |||||
Percentage of the Company owned by | 84.60% | ||||
Fortress and its affiliates [Member] | |||||
Related Party Transaction [Line Items] | |||||
Percentage of the Company owned by | 1.30% | ||||
Percentage of the Company's outstanding warrants owned by Fortress and its affiliates | 39.50% | ||||
Number of stock options held | 2,307,562 | ||||
Dividends paid | $ 239 | $ 225 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 26, 2017 | Mar. 27, 2016 | |
Income Tax Disclosure [Abstract] | ||
Net increase to the valuation allowance | $ 3,372 | |
Valuation allowance increase recognized in income | $ 3,372 | |
Federal tax rate | 34.00% | |
Expected federal tax expense | $ 3,405 | |
Effective tax rate | 63.00% | |
Projected deferred income tax expense for the year | $ 15,000 | |
Income tax benefit related to acquisitions | $ 5,119 |
Equity (Details)
Equity (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 26, 2017 | Mar. 27, 2016 | |
Numerator for earnings per share calculation: | ||
Net (loss) income | $ (3,685) | $ 4,967 |
Denominator for earnings per share calculation: | ||
Basic weighted average shares outstanding (shares) | 53,186,746 | 44,483,525 |
Effect of dilutive securities: | ||
Stock Options and Restricted Stock (shares) | 0 | 43,849 |
Diluted weighted average shares outstanding (shares) | 53,186,746 | 44,527,374 |
Equity - Additional Informatio
Equity - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | |||||||
Mar. 31, 2016 | Mar. 26, 2017 | Dec. 25, 2016 | Mar. 27, 2016 | Feb. 21, 2017 | Oct. 27, 2016 | Jul. 28, 2016 | Apr. 28, 2016 | Feb. 25, 2016 | |
Class of Stock [Line Items] | |||||||||
Shares of common stock issued in public offering | 8,625,000 | ||||||||
Issuance of common stock, price per share (in dollars per share) | $ 16 | ||||||||
Proceeds from public offering | $ 134,818 | ||||||||
Risk-free rate | 2.20% | ||||||||
Dividend yield | 8.30% | ||||||||
Volatility rate | 36.10% | ||||||||
Expected term | 10 years | ||||||||
Granted | 13,992 | 182,035 | |||||||
Liability settlement | $ 225 | ||||||||
Dividends declared, per share (in dollars per share) | $ 0.35 | $ 0.35 | $ 0.33 | $ 0.33 | $ 0.33 | ||||
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | |||
Fortress and certain of Company's officers and directors [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Shares of common stock issued in public offering | 20,000 | ||||||||
Issuance of common stock, price per share (in dollars per share) | $ 16 | ||||||||
Manager [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Options granted to Manager to purchase shares of common stock | 862,500 | ||||||||
Option to purchase shares of common stock, price per share (in dollars per share) | $ 16 | ||||||||
Fair value of options granted | $ 2,288 | ||||||||
Warrants [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Antidilutive securities excluded from computation of (loss) earnings per share | 1,362,479 | 1,362,479 | |||||||
Restricted Share Grants [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Antidilutive securities excluded from computation of (loss) earnings per share | 375,786 | 0 | |||||||
Stock Options [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Antidilutive securities excluded from computation of (loss) earnings per share | 2,307,562 | 700,000 |
Equity - Summary of Option Acti
Equity - Summary of Option Activity (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 26, 2017 | Dec. 25, 2016 | |
Number of Options | ||
Options outstanding, beginning balance (in shares) | 2,307,562 | |
Options outstanding, ending balance (in shares) | 2,307,562 | 2,307,562 |
Exercisable (in shares) | 1,462,979 | |
Weighted-Average Grant Date Fair Value | ||
Outstanding, weighted-average grant date fair value, beginning balance (in dollars per share) | $ 4.07 | |
Outstanding, weighted-average grant date fair value, ending balance (in dollars per share) | 4.07 | $ 4.07 |
Weighted-Average Exercise Price | ||
Outstanding, weighted-average exercise price, beginning balance (in dollars per share) | 17.64 | |
Outstanding, weighted-average exercise price, ending balance (in dollars per share) | 17.64 | $ 17.64 |
Exercisable, weighted-average exercise price, ending balance (in dollars per share) | $ 18.22 | |
Weighted-Average Remaining Contractual Term (Years) | ||
Outstanding, weighted-average remaining contractual term (years) | 8 years 4 months 24 days | 8 years 8 months 12 days |
Exercisable, weighted-average remaining contractual term (years) | 7 years 9 months 18 days | |
Outstanding, aggregate intrinsic value | $ 0 | $ 186 |
Exercisable, aggregate intrinsic value | $ 0 |
Equity - Changes in Accumulated
Equity - Changes in Accumulated Other Comprehensive Income (Loss) by Component (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 26, 2017 | Mar. 27, 2016 | |
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||
Accumulated other comprehensive loss, beginning balance | $ (3,977) | |
Accumulated other comprehensive loss, ending balance | (3,949) | |
Net actuarial loss [Member] | ||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||
Accumulated other comprehensive loss, beginning balance | (3,977) | $ (3,158) |
Other comprehensive income before reclassifications | 0 | 0 |
Amounts reclassified from accumulated other comprehensive loss | 28 | 24 |
Net current period other comprehensive income, net of taxes | 28 | 24 |
Accumulated other comprehensive loss, ending balance | $ (3,949) | $ (3,134) |
Equity - Reclassifications out
Equity - Reclassifications out of Accumulated Other Comprehensive Income (Loss) (Details) - Reclassification out of Accumulated Other Comprehensive Income [Member] - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 26, 2017 | Mar. 27, 2016 | |
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items] | ||
Amortization of unrecognized loss | $ 28 | $ 24 |
Amounts reclassified from accumulated other comprehensive loss | 28 | 24 |
Income tax expense | 0 | 0 |
Amounts reclassified from accumulated other comprehensive loss, net of taxes | $ 28 | $ 24 |
Pension and Postretirement Be49
Pension and Postretirement Benefits (Details) $ in Thousands | 3 Months Ended | |
Mar. 26, 2017USD ($)plan | Mar. 27, 2016USD ($) | |
Pension and Other Postretirement Benefit Expense [Abstract] | ||
Pension and other postretirement benefit | $ (52) | $ (81) |
Pension [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Number of pension plans | plan | 2 | |
Components of net periodic benefit costs: | ||
Service cost | $ 157 | 75 |
Interest cost | 780 | 805 |
Expected return on plan assets | (1,045) | (1,045) |
Amortization of unrecognized loss | 44 | 24 |
Total | (64) | (141) |
Pension and Other Postretirement Benefit Expense [Abstract] | ||
Pension contributions | 314 | |
Expected employer contributions during the current fiscal year | 1,201 | |
Postretirement [Member] | ||
Components of net periodic benefit costs: | ||
Service cost | 1 | 4 |
Interest cost | 27 | 56 |
Expected return on plan assets | 0 | 0 |
Amortization of unrecognized loss | (16) | 0 |
Total | $ 12 | $ 60 |
Fair Value Measurement (Details
Fair Value Measurement (Details) - USD ($) $ in Thousands | Mar. 26, 2017 | Dec. 25, 2016 | Mar. 27, 2016 | Dec. 27, 2015 |
Assets, Fair Value Disclosure [Abstract] | ||||
Cash and cash equivalents | $ 135,886 | $ 172,246 | $ 79,390 | $ 146,638 |
Restricted cash | 3,406 | 3,406 | ||
Recurring [Member] | ||||
Assets, Fair Value Disclosure [Abstract] | ||||
Cash and cash equivalents | 135,886 | 172,246 | ||
Restricted cash | 3,406 | 3,406 | ||
Recurring [Member] | Quoted Prices in Active Markets for Identical Assets (Level 1) [Member] | ||||
Assets, Fair Value Disclosure [Abstract] | ||||
Cash and cash equivalents | 135,886 | 172,246 | ||
Restricted cash | $ 3,406 | $ 3,406 |
Commitments and Contingencies (
Commitments and Contingencies (Details) - USD ($) $ in Thousands | Mar. 26, 2017 | Dec. 25, 2016 |
Restricted Cash and Investments, Current [Abstract] | ||
Restricted cash - Collateral standby letters of credit in the name of the Company's insurers | $ 3,406 | $ 3,406 |
Subsequent Events (Details)
Subsequent Events (Details) - $ / shares | 3 Months Ended | |||||||
Mar. 26, 2017 | Apr. 27, 2017 | Feb. 21, 2017 | Dec. 25, 2016 | Oct. 27, 2016 | Jul. 28, 2016 | Apr. 28, 2016 | Feb. 25, 2016 | |
Subsequent Event [Line Items] | ||||||||
Dividends declared, per share (in dollars per share) | $ 0.35 | $ 0.35 | $ 0.33 | $ 0.33 | $ 0.33 | |||
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | ||
Dividend payable date | May 18, 2017 | |||||||
Dividend record date | May 10, 2017 | |||||||
Subsequent Event [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Dividends declared, per share (in dollars per share) | $ 0.35 | |||||||
Common stock, par value (in dollars per share) | $ 0.01 |