Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2019 | Apr. 30, 2019 | |
Document and Entity Information [Abstract] | ||
Entity Registrant Name | New Media Investment Group Inc. | |
Trading Symbol | NEWM | |
Entity Central Index Key | 0001579684 | |
Document Type | 10-Q | |
Document Period End Date | Mar. 31, 2019 | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2019 | |
Document Fiscal Period Focus | Q1 | |
Current Fiscal Year End Date | --12-29 | |
Entity Filer Category | Large Accelerated Filer | |
Entity Common Stock Shares Outstanding | 60,529,861 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 30, 2018 |
Current assets: | ||
Cash and cash equivalents | $ 24,597 | $ 48,651 |
Restricted cash | 4,054 | 4,119 |
Accounts receivable, net of allowance for doubtful accounts of $8,259 and $8,042 at March 31, 2019 and December 30, 2018, respectively | 153,222 | 174,274 |
Inventory | 24,972 | 25,022 |
Prepaid expenses | 30,155 | 23,935 |
Other current assets | 21,149 | 21,608 |
Total current assets | 258,149 | 297,609 |
Property, plant, and equipment, net of accumulated depreciation of $229,268 and $219,256 at March 31, 2019 and December 30, 2018, respectively | 347,766 | 339,608 |
Operating lease right-of-use assets | 102,583 | 0 |
Goodwill | 316,208 | 310,737 |
Intangible assets, net of accumulated amortization of $110,877 and $101,543 at March 31, 2019 and December 30, 2018, respectively | 485,026 | 486,054 |
Other assets | 10,936 | 9,856 |
Total assets | 1,520,668 | 1,443,864 |
Current liabilities: | ||
Current portion of long-term debt | 11,296 | 12,395 |
Current portion of operating lease liabilities | 13,415 | 0 |
Accounts payable | 28,219 | 16,612 |
Accrued expenses | 90,290 | 113,650 |
Deferred revenue | 116,521 | 105,187 |
Total current liabilities | 259,741 | 247,844 |
Long-term liabilities: | ||
Long-term debt | 435,426 | 428,180 |
Long-term operating lease liabilities | 96,248 | 0 |
Deferred income taxes | 7,665 | 8,282 |
Pension and other postretirement benefit obligations | 24,094 | 24,326 |
Other long-term liabilities | 10,498 | 16,462 |
Total liabilities | 833,672 | 725,094 |
Redeemable noncontrolling interests | 1,298 | 1,547 |
Stockholders’ equity: | ||
Common stock, $0.01 par value, 2,000,000,000 shares authorized; 60,806,451 shares issued and 60,529,861 shares outstanding at March 31, 2019; 60,508,249 shares issued and 60,306,286 shares outstanding at December 30, 2018 | 608 | 605 |
Additional paid-in capital | 699,787 | 721,605 |
Accumulated other comprehensive loss | (6,911) | (6,881) |
(Accumulated deficit) retained earnings | (5,224) | 3,767 |
Treasury stock, at cost, 276,590 and 201,963 shares at March 31, 2019 and December 30, 2018, respectively | (2,562) | (1,873) |
Total stockholders’ equity | 685,698 | 717,223 |
Total liabilities, redeemable noncontrolling interests and stockholders’ equity | $ 1,520,668 | $ 1,443,864 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 30, 2018 |
Statement of Financial Position [Abstract] | ||
Accounts receivable, allowance for doubtful accounts | $ 8,259 | $ 8,042 |
Property, plant and equipment, accumulated depreciation | 229,268 | 219,256 |
Intangible assets, accumulated amortization | $ 110,877 | $ 101,543 |
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 | 60,806,451 | 60,508,249 |
Common stock, shares outstanding | 60,529,861 | 60,306,286 |
Treasury stock, shares | 276,590 | 201,963 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Apr. 01, 2018 | |
Revenues: | ||
Total revenues | $ 387,599 | $ 340,765 |
Operating costs and expenses: | ||
Operating costs | 229,495 | 196,389 |
Selling, general, and administrative | 131,508 | 118,819 |
Depreciation and amortization | 20,923 | 19,247 |
Integration and reorganization costs | 4,112 | 2,430 |
Impairment of long-lived assets | 1,207 | 0 |
Net loss (gain) on sale or disposal of assets | 1,789 | (3,171) |
Operating (loss) income | (1,435) | 7,051 |
Interest expense | 10,134 | 8,352 |
Other income | (260) | (520) |
Loss before income taxes | (11,309) | (781) |
Income tax benefit | (1,954) | (116) |
Net loss | (9,355) | (665) |
Net loss attributable to redeemable noncontrolling interests | (249) | 0 |
Net loss attributable to New Media | $ (9,106) | $ (665) |
Dividends declared per share (in dollars per share) | $ 0.38 | $ 0.37 |
Basic (in dollars per share): | ||
Net loss attributable to New Media | (0.15) | (0.01) |
Diluted (in dollars per share): | ||
Net loss attributable to New Media | $ (0.15) | $ (0.01) |
Comprehensive loss | $ (9,385) | $ (732) |
Comprehensive loss attributable to redeemable noncontrolling interests | (249) | 0 |
Comprehensive loss attributable to New Media | (9,136) | (732) |
Advertising [Member] | ||
Revenues: | ||
Revenues | 178,694 | 163,259 |
Circulation [Member] | ||
Revenues: | ||
Revenues | 152,165 | 129,991 |
Commercial printing and other [Member] | ||
Revenues: | ||
Revenues | $ 56,740 | $ 47,515 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Stockholders' Equity (Unaudited) - USD ($) $ in Thousands | Total | Common stock [Member] | Additional paid-in capital [Member] | Accumulated other comprehensive loss [Member] | Retained earnings (accumulated deficit) [Member] | Treasury stock [Member] |
Shares, beginning balance at Dec. 31, 2017 | 53,367,853 | 140,972 | ||||
Stockholders' equity, beginning balance at Dec. 31, 2017 | $ 674,393 | $ 534 | $ 683,168 | $ (5,461) | $ (2,767) | $ (1,081) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net loss attributable to New Media | (665) | (665) | ||||
Net actuarial loss and prior service cost, net of income taxes of $0 | (67) | (67) | ||||
Restricted share grants, shares | 212,974 | |||||
Restricted share grants | 225 | $ 2 | 223 | |||
Non-cash compensation expense | 1,163 | 1,163 | ||||
Restricted share forfeiture, shares | 6,216 | |||||
Purchase of treasury stock, shares | 42,726 | |||||
Purchase of treasury stock | (735) | $ (735) | ||||
Common stock cash dividend | (19,734) | (19,749) | 15 | |||
Shares, ending balance at Apr. 01, 2018 | 53,580,827 | 189,914 | ||||
Stockholders' equity, ending balance at Apr. 01, 2018 | 654,580 | $ 536 | 664,805 | (5,528) | (3,417) | $ (1,816) |
Shares, beginning balance at Dec. 30, 2018 | 60,508,249 | 201,963 | ||||
Stockholders' equity, beginning balance at Dec. 30, 2018 | 717,223 | $ 605 | 721,605 | (6,881) | 3,767 | $ (1,873) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net loss attributable to New Media | (9,106) | (9,106) | ||||
Net actuarial loss and prior service cost, net of income taxes of $0 | (30) | (30) | ||||
Restricted share grants, shares | 298,202 | |||||
Restricted share grants | 0 | $ 3 | (3) | |||
Non-cash compensation expense | 1,136 | 1,136 | ||||
Impact of adoption of ASC 842 - Leases | 115 | 115 | ||||
Restricted share forfeiture, shares | 22,861 | |||||
Purchase of treasury stock, shares | 51,766 | |||||
Purchase of treasury stock | (689) | $ (689) | ||||
Common stock cash dividend | (22,951) | (22,951) | 0 | |||
Shares, ending balance at Mar. 31, 2019 | 60,806,451 | 276,590 | ||||
Stockholders' equity, ending balance at Mar. 31, 2019 | $ 685,698 | $ 608 | $ 699,787 | $ (6,911) | $ (5,224) | $ (2,562) |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Stockholders’ Equity (Unaudited) (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Apr. 01, 2018 | |
Statement of Stockholders' Equity [Abstract] | ||
Net actuarial loss and prior service cost, income tax | $ 0 | $ 0 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Apr. 01, 2018 | |
Cash flows from operating activities: | ||
Net loss | $ (9,355) | $ (665) |
Adjustments to reconcile net loss to net cash provided by operating activities: | ||
Depreciation and amortization | 20,923 | 19,247 |
Non-cash compensation expense | 1,136 | 1,163 |
Non-cash interest expense | 344 | 504 |
Deferred income taxes | (617) | (92) |
Net loss (gain) on sale or disposal of assets | 1,789 | (3,171) |
Impairment of long-lived assets | 1,207 | 0 |
Pension and other postretirement benefit obligations | (276) | (369) |
Changes in assets and liabilities: | ||
Accounts receivable, net | 24,684 | 19,409 |
Inventory | 988 | (3,169) |
Prepaid expenses | (5,680) | (3,888) |
Other assets | (103,641) | (1,289) |
Accounts payable | 10,803 | 3,030 |
Accrued expenses | (6,289) | (17,573) |
Deferred revenue | 5,327 | 4,027 |
Other long-term liabilities | 90,399 | 1,499 |
Net cash provided by operating activities | 31,742 | 18,663 |
Cash flows from investing activities: | ||
Acquisitions, net of cash acquired | (37,953) | (29,409) |
Purchases of property, plant, and equipment | (2,242) | (1,929) |
Proceeds from sale of real estate and other assets | 2,465 | 9,207 |
Net cash used in investing activities | (37,730) | (22,131) |
Cash flows from financing activities: | ||
Payment of debt issuance costs | 0 | (500) |
Borrowings under term loans | 0 | 49,750 |
Borrowings under revolving credit facility | 54,400 | 0 |
Repayments under term loans | (2,197) | (1,031) |
Repayments under revolving credit facility | (46,400) | 0 |
Purchase of treasury stock | (689) | (735) |
Payment of dividends | (23,245) | (20,046) |
Net cash (used in) provided by financing activities | (18,131) | 27,438 |
Net (decrease) increase in cash, cash equivalents and restricted cash | (24,119) | 23,970 |
Cash, cash equivalents and restricted cash, beginning balance | 52,770 | 46,162 |
Cash, cash equivalents and restricted cash, ending balance | $ 28,651 | $ 70,132 |
Unaudited Financial Statements
Unaudited Financial Statements | 3 Months Ended |
Mar. 31, 2019 | |
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 United States Securities and Exchange Commission (the “SEC”). Certain information and note disclosures normally included in comprehensive annual financial statements presented in accordance with GAAP have 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, changes in stockholders' equity 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 30, 2018 , 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. The Company’s reporting units (Newspapers and BridgeTower) are aggregated into one reportable business segment. The newspaper industry and the Company have experienced declining same-store 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. Recently Issued Accounting Pronouncements In February 2016, the FASB issued ASU No. 2016-02 (“ASU 2016-02”), “Leases (Topic 842)”, which revised the accounting related to lease accounting for both lessees and lessors. Under the new guidance, lessees are required to recognize a lease liability and a right-of-use asset on the balance sheet for all leases with terms greater than twelve months. Leases are classified as either finance or operating, with classification affecting the classification of expense recognition in the income statement. As permitted under the transition guidance, we have carried forward the assessment of whether our contracts contain or are leases, classification of our leases and remaining lease terms. Refer to Note 6 for further discussion. In February 2018, the FASB issued ASU 2018-02, “Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income (“AOCI”)”. This ASU provides entities the option to reclassify tax effects to retained earnings from AOCI which are impacted by the Tax Cuts and Jobs Act (“TCJA”). The ASU is effective for fiscal years beginning after December 15, 2018 but early adoption is permitted. The Company has a full valuation allowance for all tax benefits related to AOCI, and therefore, there are no tax effects to be reclassified to retained earnings. |
Acquisitions
Acquisitions | 3 Months Ended |
Mar. 31, 2019 | |
Business Combinations [Abstract] | |
Acquisitions and Dispositions | Acquisitions 2019 Acquisitions The Company acquired substantially all the assets, properties and business of certain publications and businesses on February 11, 2019, February 2, 2019, January 31, 2019, and December 31, 2018 (“2019 Acquisitions”), which included 10 daily newspapers, 11 weekly publications, eight shoppers, a remnant advertising agency, and an events production business, for an aggregate purchase price of $34,458 , 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 their estimated cash flows combined with the cost-saving and revenue-generating opportunities available. The Company accounted for the 2019 Acquisitions using the acquisition method of accounting for those acquisitions determined to meet the definition of a business. The net assets, including goodwill, have been recorded in the consolidated balance sheet at their fair values in accordance with Accounting Standards Codification ("ASC") 805, “Business Combinations” (“ASC 805”). The fair value determination of the assets acquired and liabilities assumed are preliminary based upon all information currently available to the Company and are subject to working capital and other adjustments and 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 2019 Acquisitions that were determined to be asset acquisitions were measured at the fair value of the consideration transferred on the acquisition date. Intangible assets acquired in an asset acquisition have been recognized in accordance with ASC 350 “Intangibles - Goodwill and Other”. Goodwill is not recognized in an asset acquisition. The following table summarizes the preliminary determination of fair values of the assets and liabilities: Current assets $ 6,830 Property, plant and equipment 19,572 Noncompete agreements 280 Advertiser relationships 1,930 Subscriber relationships 2,080 Customer relationships 1,370 Trade names 299 Mastheads 2,860 Goodwill 6,627 Total assets 41,848 Current liabilities assumed 7,390 Total liabilities 7,390 Net assets $ 34,458 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 weighted average amortization periods for recently acquired amortizable intangible assets are equal to or similar to the periods presented in Note 5. The Company expensed approximately $766 of acquisition-related costs for the 2019 Acquisitions during the three months ended March 31, 2019 , and these expenses are included in selling, general, and administrative expenses. For tax purposes, the amount of goodwill that is expected to be deductible is $6,562 . 2018 Acquisitions The Company acquired substantially all the assets, properties and business of certain publications and businesses on November 16, 2018, November 14, 2018, October 1, 2018, August 15, 2018, July 2, 2018, June 18, 2018, June 4, 2018, May 11, 2018, May 1, 2018, April 2, 2018, March 31, 2018, March 6, 2018, February 28, 2018, February 23, 2018, and February 7, 2018 (“2018 Acquisitions”), which included seven business publications, eight daily newspapers, 16 weekly publications, one shopper, a print facility, an events production business, cloud services and digital platforms and related domains, for an aggregate purchase price of $205,786 , 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 their estimated cash flows combined with the cost-saving and revenue-generating opportunities available. In the August 15, 2018 acquisition, the Company acquired an 80% equity interest in the acquiree, and the minority equity owners retained a 20% interest, which have been classified as redeemable noncontrolling interests in the accompanying financial statements. Noncontrolling interests with embedded redemption features, such as put rights, that are not solely within the control of the Company are considered redeemable noncontrolling interests and are presented outside of stockholders’ equity on the Company's Unaudited Condensed Consolidated Balance Sheets. The Company accounted for the 2018 Acquisitions using the acquisition method of accounting for those acquisitions determined to meet the definition of a business. 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 preliminary based upon all information currently available to the Company and are subject to working capital and other adjustments and 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. During the three months ended March 31, 2019 , the Company recorded adjustments to the recorded fair values of the assets acquired and liabilities assumed in the 2018 acquisitions. The recorded amount of net assets acquired was increased by $66 , while the recorded balances of current assets, goodwill and current liabilities were decreased by $8 , $1,105 and $1,179 |
Share-Based Compensation
Share-Based Compensation | 3 Months Ended |
Mar. 31, 2019 | |
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 $1,136 and $1,163 during the three months ended March 31, 2019 and April 1, 2018 , respectively. The total compensation cost not yet recognized related to non-vested Restricted Stock Grants (“RSGs”) pursuant to the Company’s Nonqualified Stock Option and Incentive Award Plan as of March 31, 2019 was $6,925 , which is expected to be recognized over a weighted average period of 2.39 years through February 2022 . As of March 31, 2019 , the aggregate intrinsic value of unvested RSGs was $5,256 . RSG activity during the three months ended March 31, 2019 was as follows: Number of RSGs Weighted-Average Grant Date Fair Value Unvested at December 30, 2018 384,471 $ 16.11 Granted 298,202 13.65 Vested (159,273 ) 15.89 Forfeited (22,861 ) 16.16 Unvested at March 31, 2019 500,539 $ 14.71 |
Restructuring
Restructuring | 3 Months Ended |
Mar. 31, 2019 | |
Restructuring and Related Activities [Abstract] | |
Restructuring | Restructuring Over the past several years, 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 operations and are often influenced by the terms of union contracts. All costs related to these programs, which primarily include severance expense, are accrued at the time of the program announcement or over the remaining service period. Severance-related expenses Accrued restructuring costs are included in accrued expenses on the Unaudited Condensed Consolidated Balance Sheets. The activity in accrued restructuring costs for the three months ended March 31, 2019 is as follows: Severance and Related Costs Other Costs (1) Total Balance at December 30, 2018 $ 2,554 $ 346 $ 2,900 Restructuring provision included in Integration and Reorganization 3,413 699 4,112 Cash payments (3,006 ) (329 ) (3,335 ) Balance at March 31, 2019 $ 2,961 $ 716 $ 3,677 (1) Other costs primarily include costs to consolidate operations. The majority of the accrued restructuring reserve balance is expected to be paid out over the next twelve months. Facility consolidation charges and accelerated depreciation During the three months ended March 31, 2019 , the Company ceased operations of three print publications and one print facility as part of the ongoing cost reduction programs. As a result, the Company recognized an impairment charge related to retired equipment of $1,207 and a loss on disposal of assets related to retired equipment of $168 and intangibles of $444 during the three months ended March 31, 2019 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 3 Months Ended |
Mar. 31, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets | Goodwill and Intangible Assets Goodwill and intangible assets consisted of the following: March 31, 2019 Gross carrying amount Accumulated amortization Net carrying amount Amortized intangible assets: Advertiser relationships $ 261,897 $ 58,006 $ 203,891 Customer relationships 45,897 9,797 36,100 Subscriber relationships 155,938 34,445 121,493 Other intangible assets 13,625 8,629 4,996 Total $ 477,357 $ 110,877 $ 366,480 Nonamortized intangible assets: Goodwill $ 316,208 Mastheads 118,546 Total $ 434,754 December 30, 2018 Gross carrying Accumulated Net carrying Amortized intangible assets: Advertiser relationships $ 260,142 $ 53,477 $ 206,665 Customer relationships 44,630 8,704 35,926 Subscriber relationships 153,923 31,560 122,363 Other intangible assets 13,046 7,802 5,244 Total $ 471,741 $ 101,543 $ 370,198 Nonamortized intangible assets: Goodwill $ 310,737 Mastheads 115,856 Total $ 426,593 As of March 31, 2019 , the weighted average amortization periods for amortizable intangible assets are 14.5 years for advertiser relationships, 12.3 years for customer relationships, 13.6 years for subscriber relationships and 5.2 years for other intangible assets. The weighted average amortization period in total for all amortizable intangible assets is 13.7 years. Amortization expense for the three months ended March 31, 2019 and April 1, 2018 was $9,450 and $7,155 , respectively. Estimated future amortization expense as of March 31, 2019 , is as follows: For the following fiscal years: 2019 (nine months remaining) $ 27,033 2020 35,470 2021 35,275 2022 34,407 2023 34,169 Thereafter 200,126 Total $ 366,480 The changes in the carrying amount of goodwill for the period from December 30, 2018 to March 31, 2019 are as follows: Balance at December 30, 2018, net of accumulated impairments of $25,641 $ 310,737 Goodwill acquired in business combinations 6,627 Measurement period adjustments (1,109 ) Goodwill from disposal (47 ) Balance at March 31, 2019, net of accumulated impairments of $25,641 $ 316,208 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. If the fair value of a reporting unit exceeds its carrying amount, goodwill of the reporting unit is considered not impaired. If the carrying amount of a reporting unit exceeds its fair value, an impairment loss shall be recognized in an amount equal to that excess, limited to the total amount of goodwill allocated to that reporting unit. As of March 31, 2019, the Company performed a review of potential impairment indicators noting that its financial results and forecast have not changed materially since the annual impairment assessment, and it was determined that no indicators of impairment were present. However, the Company’s closing per share stock price was $10.50 on March 29, 2019, the last day of trading for the quarter ended March 31, 2019. At that price, the market value of the Company’s stock, including an estimated control premium of 20% , exceeded the carrying value of stockholders’ equity by less than 10% . |
Leases
Leases | 3 Months Ended |
Mar. 31, 2019 | |
Leases | (6) Leases Adoption Effective December 31, 2018, the Company adopted FASB ASU 2016-02, “Leases (Topic 842)” using the modified retrospective method at the adoption date. In addition, the Company elected the package of practical expedients permitted under the transition guidance within the new standard. This allowed us to carry-forward the historical lease classification. The Company elected to make the accounting policy election for short-term leases resulting in lease payments being recorded as an expense on a straight-line basis over the lease term. The Company also adopted this approach for individually insignificant operating leases. Also, the Company elected to not separate lease and non-lease components for equipment leases. Adoption of this standard resulted in the recording of net operating lease right-of-use assets of $102,536 and corresponding operating lease liabilities of $109,230 . The Company's financial position for reporting periods beginning on or after December 31, 2018 is presented under the new guidance, while prior period amounts are not adjusted and continue to be reported in accordance with previous guidance. A significant portion of our operating lease portfolio includes office space, distribution centers, press facilities, office equipment, and vehicles. The majority of our leases have remaining lease terms of 1 year to 10 years, some of which include options to extend the leases. As of March 31, 2019 , the Company has an additional obligation of approximately $12,000 for future payments related to operating leases that have not yet commenced. Total lease expense consists of the following: Three months ended March 31, 2019 Operating lease expense related to right-of-use assets $ 5,889 Other operating lease expense 2,740 Sublease income (524 ) Total lease expense $ 8,105 Supplemental information related to leases was as follows: Three months ended March 31, 2019 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows for operating leases $ 6,317 Right-of-use assets obtained in exchange for lease obligations: Operating leases $ 106,681 Supplemental balance sheet information related to leases was as follows: March 31, 2019 Operating leases: Operating lease right-of-use assets $ 102,583 Current portion of operating lease liabilities $ 13,415 Long-term operating lease liabilities 96,248 Total operating lease liabilities $ 109,663 Weighted-average remaining lease term 9 years Weighted-average discount rate 10.67 % As of March 31, 2019, maturities of lease liabilities were as follows: 2019 (nine months remaining) $ 18,173 2020 22,788 2021 21,037 2022 17,955 2023 14,658 Thereafter 81,259 Total lease payments 175,870 Less: interest (66,207 ) Present value of lease liabilities $ 109,663 |
Indebtedness
Indebtedness | 3 Months Ended |
Mar. 31, 2019 | |
Debt Disclosure [Abstract] | |
Indebtedness | Indebtedness New Media Credit Agreement The Company, through its wholly-owned subsidiary New Media Holdings II LLC (the “New Media Borrower”) maintains secured credit facilities (the “Credit Facilities”) under an agreement (the “New Media Credit Agreement”) with a syndication of lenders, including a term loan facility and a revolving credit facility. The term loan facility expires on July 14, 2022 , and the revolving credit facility expires on July 14, 2021 . Maximum borrowings under the revolving credit facility, including letters of credit, total $40,000 . As of March 31, 2019, there were outstanding borrowings against the term loan facility and revolving credit facility totaling $435,060 and $8,000 , respectively. As of December 30, 2018, there were outstanding borrowings against the term loan facility and revolving credit facility totaling $437,257 and $0 , respectively. As of March 31, 2019, there were $495 letters of credit issued against the revolving credit facility. As of March 31, 2019, the Company had $31,505 of borrowing availability under the revolving credit 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 (subject to a floor of 1.00% ), plus an applicable margin equal to 6.25% per annum or (ii) an adjusted base rate (subject to a floor of 2.00% ), plus an applicable margin equal to 5.25% per annum. 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 31, 2019 , the New Media Credit Agreement had a weighted average interest rate of 8.73% . The Credit Facilities are unconditionally guaranteed by New Media Holdings I LLC (“Holdings I”), a wholly-owned subsidiary of New Media and the parent of the New Media Borrower, as well as by 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 Credit Facilities 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% 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, except in the case of prepayments made in connection with certain repricing transactions with respect to the term loans effected within six months of November 28, 2018, to which a 1.00% prepayment premium applies. 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, 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 31, 2019 , the Company is in compliance with all of the covenants and obligations under the New Media Credit Agreement. Halifax Alabama Credit Agreement In connection with the purchase of the assets of Halifax Media in 2015, the Company assumed obligations of Halifax Media including the amount owing ( $8,000 at that time) under the credit agreement dated June 18, 2013 between Halifax Alabama, LLC and Southeast Community Development Fund V, L.L.C. (the “Halifax Alabama Credit Agreement”). As of March 31, 2019 and December 30, 2018, the debt outstanding under the Halifax Alabama Credit Agreement had a principal amount of $8,000 , bore interest at an annual rate of 2% and had a maturity date of March 31, 2019 . As of March 31, 2019 , the Company was in compliance with all of the covenants and obligations under the Halifax Alabama Credit Agreement. The amount outstanding was repaid in full on April 1, 2019. Fair Value The fair value of long-term debt was estimated at $451,060 as of March 31, 2019 , 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 similar risk, terms and average maturities. Accordingly, the Company’s long-term debt under the Credit Facilities is classified within Level 3 of the fair value hierarchy. Payment Schedule As of March 31, 2019 , scheduled principal payments of outstanding debt are as follows: 2019 (nine months remaining) $ 10,198 2020 4,395 2021 12,395 2022 424,072 451,060 Less: Current 11,296 Unamortized original issue discount 1,723 Deferred financing costs 2,615 Long-term debt $ 435,426 |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2019 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Related Party Transactions As of March 31, 2019 , the Company’s manager, FIG LLC (the “Manager”), which is an affiliate of Fortress Investment Group LLC ("Fortress"), and its affiliates owned approximately 1.1% of the Company’s outstanding stock and approximately 39.5% of the Company’s outstanding warrants. The Manager and its affiliates hold 2,904,811 stock options of the Company’s common stock as of March 31, 2019 . During the three months ended March 31, 2019 and April 1, 2018 , Fortress and its affiliates were paid $244 and $252 in dividends, respectively. In addition, the Company’s Chairman, Wesley Edens, is also a member of the board of directors of the Manager and a Principal, the Co-Chief Executive Officer and a member 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 Executive Officer is an employee of Fortress (or one of its affiliates), and his salary is paid by Fortress (or one of its affiliates). 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 (the “Board of Directors” or "Board"). 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. 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 10. 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 following provides the management and incentive fees recognized and paid to the Manager for the three months ended March 31, 2019 and April 1, 2018 : Three months ended March 31, 2019 April 1, 2018 Management fee expense $ 2,456 $ 2,367 Incentive fee expense — 869 Management fees paid 3,711 2,657 Incentive fees paid 5,220 8,374 Reimbursement for expenses 550 444 The Company had an outstanding liability for all management agreement related fees of $3,006 and $10,696 at March 31, 2019 and December 30, 2018 |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes Income tax expense includes Federal and state income taxes and interest and penalties on uncertain tax positions. Certain income and expenses are not reported in tax returns and financial statements in the same year. The tax effect of such temporary differences is reported as deferred income taxes. Deferred tax assets are reported net of a full valuation allowance since it is more likely than not that a tax benefit will not be realized. The Company recorded an income tax benefit of $1,954 and $116 for the three months ended March 31, 2019 and April 1, 2018 , respectively, using projected effective tax rates of approximately 18% and 20% , respectively. The projected effective tax rates are primarily attributable to indefinite lived deferred tax liabilities which are a source of income to support realization of certain deferred tax assets which are expected to become indefinite lived net operating losses when they reverse in future years. 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 were 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 are projected to 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 31, 2019 , a net increase to the valuation allowance of $1,755 is necessary to offset additional deferred tax assets (primarily the tax benefit of the net operating loss). All of this amount was recognized through the Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss. The realization of the remaining deferred tax assets is primarily dependent on their scheduled reversals. Any changes to deferred taxes may require an additional valuation allowance. 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 (loss) income for the year, projections of the proportion of income or loss, permanent and temporary differences, and an assessment of 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. For the three months ended March 31, 2019 , the difference between the expected tax benefit (excluding the minority interest) at the statutory rate of 21% ( $2,323 ) and the recorded tax benefit of $1,954 is primarily attributable to the tax effect of the federal valuation allowance, state taxes and non-deductible expenses. |
Equity
Equity | 3 Months Ended |
Mar. 31, 2019 | |
Equity [Abstract] | |
Equity [Text Block] | (10) Equity Loss Per Share The following table sets forth the computation of basic and diluted loss per share (“EPS”): Three months ended March 31, 2019 April 1, 2018 Numerator for loss per share calculation: Net loss attributable to New Media $ (9,106 ) $ (665 ) Denominator for loss per share calculation: Basic weighted average shares outstanding 59,965,036 52,934,640 Effect of dilutive securities: Stock Options and Restricted Stock — — Diluted weighted average shares outstanding 59,965,036 52,934,640 The Company excluded the following securities from the computation of diluted loss per share because their effect would have been antidilutive: Three months ended March 31, 2019 April 1, 2018 Stock warrants 1,362,479 1,362,479 Stock options 2,904,811 2,214,811 Unvested restricted stock 500,539 377,353 Equity On May 17, 2017, the Board of Directors authorized the repurchase of up to $100,000 of the Company's common stock (“Share Repurchase Program”) over the next 12 months . On May 1, 2018, the Board of Directors authorized an extension of the Share Repurchase Program through May 18, 2019. Under the Share Repurchase Program, the Company may purchase its shares from time to time in the open market or in privately negotiated transactions. Pursuant to the anti-dilution provisions of the Incentive Plan, the exercise price on the 652,311 remaining options granted to the Manager in 2014 were equitably adjusted during the three months ended March 31, 2019 from $ 12.95 to $11.46 as a result of return of capital distributions. Pursuant to the anti-dilution provisions of the Incentive Plan, the exercise price on the 700,000 options granted to the Manager in 2015 were equitably adjusted during the three months ended March 31, 2019 from $18.94 to $17.45 as a result of return of capital distributions. Pursuant to the anti-dilution provisions of the Incentive Plan, the exercise price on the 862,500 options granted to the Manager in 2016 were equitably adjusted during the three months ended March 31, 2019 from $ 13.24 to $ 11.75 as a result of return of capital distributions. Pursuant to the anti-dilution provisions of the Incentive Plan, the exercise price on the 690,000 options granted to the Manager in 2018 were equitably adjusted during the three months ended March 31, 2019 from $16.45 to $14.96 as a result of return of capital distributions. 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 30, 2018 2,904,811 $ 3.59 $ 15.31 7.3 $ — Outstanding at March 31, 2019 2,904,811 $ 3.59 $ 13.82 7.0 $ — Exercisable at March 31, 2019 2,406,561 $ 13.67 6.7 $ — Accumulated Other Comprehensive Loss The changes in accumulated other comprehensive loss by component for the three months ended March 31, 2019 and April 1, 2018 are outlined below. Net actuarial loss and prior service cost (1) For the three months ended March 31, 2019: Balance at December 30, 2018 $ (6,881 ) Amounts reclassified from accumulated other comprehensive loss (30 ) Balance at March 31, 2019 $ (6,911 ) For the three months ended April 1, 2018: Balance at December 31, 2017 $ (5,461 ) Amounts reclassified from accumulated other comprehensive loss (67 ) Balance at April 1, 2018 $ (5,528 ) (1) This accumulated other comprehensive loss component is included in the computation of net periodic benefit cost. See Note 12. The following table presents reclassifications out of accumulated other comprehensive loss for the three months ended March 31, 2019 and April 1, 2018 . Amounts Reclassified from Accumulated Other Comprehensive Loss Affected Line Item in the Three months ended March 31, 2019 April 1, 2018 Amortization of unrecognized (gain) loss $ (30 ) $ (67 ) (1) Amounts reclassified from accumulated other comprehensive loss (30 ) (67 ) Loss before income taxes Income tax expense — — Income tax benefit Amounts reclassified from accumulated other comprehensive loss, net of taxes $ (30 ) $ (67 ) Net loss (1) This accumulated other comprehensive loss component is included in the computation of net periodic benefit cost. See Note 12. Dividends During the three months ended April 1, 2018 , the Company paid dividends of $0.37 per share of Common Stock of New Media. During the three months ended March 31, 2019 , the Company paid dividends of $0.38 |
Unearned Revenues
Unearned Revenues | 3 Months Ended |
Mar. 31, 2019 | |
Revenue Recognition [Abstract] | |
Revenue Recognition Disclosure [Text Block] | (11) Unearned Revenues Changes in unearned revenue were as follows: Circulation Advertising Other Total Three months ended March 31, 2019 Beginning balance $ 82,645 $ 9,107 $ 13,435 $ 105,187 Acquired deferred revenues 6,378 — 917 7,295 Cash receipts, net of refunds 94,197 13,347 14,239 121,783 Revenue recognized (96,038 ) (11,689 ) (10,017 ) (117,744 ) Ending Balance $ 87,182 $ 10,765 $ 18,574 $ 116,521 Three months ended April 1, 2018 Beginning balance $ 73,874 $ 6,615 $ 7,675 $ 88,164 Acquired deferred revenues 3,232 — 219 3,451 Cash receipts, net of refunds 86,035 9,769 8,680 104,484 Revenue recognized (85,914 ) (8,089 ) (6,881 ) (100,884 ) Ending Balance $ 77,227 $ 8,295 $ 9,693 $ 95,215 |
Pension and Postretirement Bene
Pension and Postretirement Benefits | 3 Months Ended |
Mar. 31, 2019 | |
Retirement Benefits [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. Amounts related to the postretirement benefit plans are immaterial. The George W. Prescott Company pension plan, assumed in the Enterprise News Media, LLC acquisition, was amended to freeze all future benefit accruals by December 31, 2008, except for a select group of union employees whose benefits were frozen during 2009. The Times Publishing Company pension plan was frozen prior to the acquisition. The following provides information on the pension plans for the three months ended March 31, 2019 and April 1, 2018 : Three months ended March 31, 2019 April 1, 2018 Components of net periodic benefit costs: Service cost $ 159 $ 150 Interest cost 736 700 Expected return on plan assets (967 ) (1,062 ) Amortization of unrecognized loss 39 67 Net periodic credit cost $ (33 ) $ (145 ) The service cost component of net periodic benefit cost is included within Operating Costs and the other components are included within Other Income in the Company’s Condensed Consolidated Statements of Operations and Comprehensive Loss. During the three months ended March 31, 2019 , the Company paid $112 into the pension plans. The Company is expected to pay an additional $940 in employer contributions to the pension plans during the remainder of 2019 |
Fair Value Measurement
Fair Value Measurement | 3 Months Ended |
Mar. 31, 2019 | |
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 31, 2019 Assets Cash and cash equivalents $ 24,597 $ — $ — $ 24,597 Restricted cash 4,054 — — 4,054 Total $ 28,651 $ — $ — $ 28,651 Liabilities Contingent consideration $ — $ — $ 1,963 $ 1,963 Redeemable noncontrolling interests $ — $ — $ 1,298 $ 1,298 As of December 30, 2018 Assets Cash and cash equivalents $ 48,651 $ — $ — $ 48,651 Restricted cash 4,119 — — 4,119 Total $ 52,770 $ — $ — $ 52,770 Liabilities Contingent consideration $ — $ — $ 3,256 $ 3,256 Redeemable noncontrolling interests $ — $ — $ 1,547 $ 1,547 Contingent consideration relates to certain of the Company’s 2018 Acquisitions and are primarily payable to the sellers based on the passage of time or as a component of earnings above an agreed-upon target as detailed in the applicable purchase agreements. The decrease in contingent consideration since December 30, 2018, is the result of a measurement period adjustment. Redeemable Noncontrolling Interests The Company accounts for the redeemable noncontrolling interests in accordance with ASC 480-10-S99-3A, “Distinguishing Liabilities from Equity”, because the exercise is outside the control of the Company. The redeemable noncontrolling interests recorded at fair value are put arrangements held by the noncontrolling interests in the Company’s majority-owned events business. The changes in redeemable noncontrolling interests classified as Level 3 measurements were as follows: Three months ended Year Ended March 31, 2019 December 30, 2018 Beginning balance $ 1,547 $ — Purchases (1) — 1,636 Net loss (249 ) (89 ) Ending balance $ 1,298 $ 1,547 (1) Refer to Note 2 “Acquisitions”. 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 2019 acquisitions and 2018 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. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2019 | |
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 condensed 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 of $4,054 and $4,119 at March 31, 2019 and December 30, 2018 |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2019 | |
Subsequent Events [Abstract] | |
Subsequent Events | (15) Subsequent Events Indebtedness On April 1, 2019, the Company paid the outstanding balance under the Halifax Alabama Credit Agreement in the amount of $8,000 with cash on hand. Dividends On May 2, 2019 , the Company announced a first quarter 2019 cash dividend of $0.38 per share of Common Stock, par value $0.01 per share, of New Media. The dividend will be paid on May 22, 2019 , to shareholders of record as of the close of business on May 13, 2019 |
Unaudited Financial Statements
Unaudited Financial Statements (Policies) | 3 Months Ended |
Mar. 31, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements In February 2016, the FASB issued ASU No. 2016-02 (“ASU 2016-02”), “Leases (Topic 842)”, which revised the accounting related to lease accounting for both lessees and lessors. Under the new guidance, lessees are required to recognize a lease liability and a right-of-use asset on the balance sheet for all leases with terms greater than twelve months. Leases are classified as either finance or operating, with classification affecting the classification of expense recognition in the income statement. As permitted under the transition guidance, we have carried forward the assessment of whether our contracts contain or are leases, classification of our leases and remaining lease terms. Refer to Note 6 for further discussion. In February 2018, the FASB issued ASU 2018-02, “Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income (“AOCI”)”. This ASU provides entities the option to reclassify tax effects to retained earnings from AOCI which are impacted by the Tax Cuts and Jobs Act (“TCJA”). The ASU is effective for fiscal years beginning after December 15, 2018 but early adoption is permitted. The Company has a full valuation allowance for all tax benefits related to AOCI, and therefore, there are no tax effects to be reclassified to retained earnings. |
Leases (Policies)
Leases (Policies) | 3 Months Ended |
Mar. 31, 2019 | |
Leases [Abstract] | |
Leases | Effective December 31, 2018, the Company adopted FASB ASU 2016-02, “Leases (Topic 842)” using the modified retrospective method at the adoption date. In addition, the Company elected the package of practical expedients permitted under the transition guidance within the new standard. This allowed us to carry-forward the historical lease classification. The Company elected to make the accounting policy election for short-term leases resulting in lease payments being recorded as an expense on a straight-line basis over the lease term. The Company also adopted this approach for individually insignificant operating leases. Also, the Company elected to not separate lease and non-lease components for equipment leases. Adoption of this standard resulted in the recording of net operating lease right-of-use assets of $102,536 and corresponding operating lease liabilities of $109,230 . The Company's financial position for reporting periods beginning on or after December 31, 2018 is presented under the new guidance, while prior period amounts are not adjusted and continue to be reported in accordance with previous guidance. |
Acquisitions (Tables)
Acquisitions (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
2019 Acquisitions [Member] | |
Business Acquisition [Line Items] | |
Schedule of Assets Acquired and Liabilities Assumed | The following table summarizes the preliminary determination of fair values of the assets and liabilities: Current assets $ 6,830 Property, plant and equipment 19,572 Noncompete agreements 280 Advertiser relationships 1,930 Subscriber relationships 2,080 Customer relationships 1,370 Trade names 299 Mastheads 2,860 Goodwill 6,627 Total assets 41,848 Current liabilities assumed 7,390 Total liabilities 7,390 Net assets $ 34,458 |
Share-Based Compensation (Table
Share-Based Compensation (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
RSG Activity | RSG activity during the three months ended March 31, 2019 was as follows: Number of RSGs Weighted-Average Grant Date Fair Value Unvested at December 30, 2018 384,471 $ 16.11 Granted 298,202 13.65 Vested (159,273 ) 15.89 Forfeited (22,861 ) 16.16 Unvested at March 31, 2019 500,539 $ 14.71 |
Restructuring (Tables)
Restructuring (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Restructuring and Related Activities [Abstract] | |
Restructuring Program Activity | The activity in accrued restructuring costs for the three months ended March 31, 2019 is as follows: Severance and Related Costs Other Costs (1) Total Balance at December 30, 2018 $ 2,554 $ 346 $ 2,900 Restructuring provision included in Integration and Reorganization 3,413 699 4,112 Cash payments (3,006 ) (329 ) (3,335 ) Balance at March 31, 2019 $ 2,961 $ 716 $ 3,677 (1) |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Goodwill and Intangible Assets | Goodwill and intangible assets consisted of the following: March 31, 2019 Gross carrying amount Accumulated amortization Net carrying amount Amortized intangible assets: Advertiser relationships $ 261,897 $ 58,006 $ 203,891 Customer relationships 45,897 9,797 36,100 Subscriber relationships 155,938 34,445 121,493 Other intangible assets 13,625 8,629 4,996 Total $ 477,357 $ 110,877 $ 366,480 Nonamortized intangible assets: Goodwill $ 316,208 Mastheads 118,546 Total $ 434,754 December 30, 2018 Gross carrying Accumulated Net carrying Amortized intangible assets: Advertiser relationships $ 260,142 $ 53,477 $ 206,665 Customer relationships 44,630 8,704 35,926 Subscriber relationships 153,923 31,560 122,363 Other intangible assets 13,046 7,802 5,244 Total $ 471,741 $ 101,543 $ 370,198 Nonamortized intangible assets: Goodwill $ 310,737 Mastheads 115,856 Total $ 426,593 |
Intangible Assets Future Amortization Expense | Estimated future amortization expense as of March 31, 2019 , is as follows: For the following fiscal years: 2019 (nine months remaining) $ 27,033 2020 35,470 2021 35,275 2022 34,407 2023 34,169 Thereafter 200,126 Total $ 366,480 |
Summary of the Change in Goodwill | The changes in the carrying amount of goodwill for the period from December 30, 2018 to March 31, 2019 are as follows: Balance at December 30, 2018, net of accumulated impairments of $25,641 $ 310,737 Goodwill acquired in business combinations 6,627 Measurement period adjustments (1,109 ) Goodwill from disposal (47 ) Balance at March 31, 2019, net of accumulated impairments of $25,641 $ 316,208 |
Leases (Tables)
Leases (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Leases [Abstract] | |
Lease expense | Total lease expense consists of the following: Three months ended March 31, 2019 Operating lease expense related to right-of-use assets $ 5,889 Other operating lease expense 2,740 Sublease income (524 ) Total lease expense $ 8,105 |
Supplemental Information | Supplemental information related to leases was as follows: Three months ended March 31, 2019 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows for operating leases $ 6,317 Right-of-use assets obtained in exchange for lease obligations: Operating leases $ 106,681 |
Supplemental Balance Sheet Information | Supplemental balance sheet information related to leases was as follows: March 31, 2019 Operating leases: Operating lease right-of-use assets $ 102,583 Current portion of operating lease liabilities $ 13,415 Long-term operating lease liabilities 96,248 Total operating lease liabilities $ 109,663 Weighted-average remaining lease term 9 years Weighted-average discount rate 10.67 % |
Future minimum rents | As of March 31, 2019, maturities of lease liabilities were as follows: 2019 (nine months remaining) $ 18,173 2020 22,788 2021 21,037 2022 17,955 2023 14,658 Thereafter 81,259 Total lease payments 175,870 Less: interest (66,207 ) Present value of lease liabilities $ 109,663 |
Indebtedness (Tables)
Indebtedness (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Debt Disclosure [Abstract] | |
Schedule of Principal Payments of Outstanding Debt | As of March 31, 2019 , scheduled principal payments of outstanding debt are as follows: 2019 (nine months remaining) $ 10,198 2020 4,395 2021 12,395 2022 424,072 451,060 Less: Current 11,296 Unamortized original issue discount 1,723 Deferred financing costs 2,615 Long-term debt $ 435,426 |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Related Party Transactions [Abstract] | |
Schedule of Related Party Transactions [Table Text Block] | The following provides the management and incentive fees recognized and paid to the Manager for the three months ended March 31, 2019 and April 1, 2018 : Three months ended March 31, 2019 April 1, 2018 Management fee expense $ 2,456 $ 2,367 Incentive fee expense — 869 Management fees paid 3,711 2,657 Incentive fees paid 5,220 8,374 Reimbursement for expenses 550 444 |
Equity (Tables)
Equity (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Equity [Abstract] | |
Schedule of Computation of Basic and Diluted Loss Per Share | The following table sets forth the computation of basic and diluted loss per share (“EPS”): Three months ended March 31, 2019 April 1, 2018 Numerator for loss per share calculation: Net loss attributable to New Media $ (9,106 ) $ (665 ) Denominator for loss per share calculation: Basic weighted average shares outstanding 59,965,036 52,934,640 Effect of dilutive securities: Stock Options and Restricted Stock — — Diluted weighted average shares outstanding 59,965,036 52,934,640 |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | The Company excluded the following securities from the computation of diluted loss per share because their effect would have been antidilutive: Three months ended March 31, 2019 April 1, 2018 Stock warrants 1,362,479 1,362,479 Stock options 2,904,811 2,214,811 Unvested restricted stock 500,539 377,353 |
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 30, 2018 2,904,811 $ 3.59 $ 15.31 7.3 $ — Outstanding at March 31, 2019 2,904,811 $ 3.59 $ 13.82 7.0 $ — Exercisable at March 31, 2019 2,406,561 $ 13.67 6.7 $ — |
Reclassification out of Accumulated Other Comprehensive Income (Loss) [Table Text Block] | The changes in accumulated other comprehensive loss by component for the three months ended March 31, 2019 and April 1, 2018 are outlined below. Net actuarial loss and prior service cost (1) For the three months ended March 31, 2019: Balance at December 30, 2018 $ (6,881 ) Amounts reclassified from accumulated other comprehensive loss (30 ) Balance at March 31, 2019 $ (6,911 ) For the three months ended April 1, 2018: Balance at December 31, 2017 $ (5,461 ) Amounts reclassified from accumulated other comprehensive loss (67 ) Balance at April 1, 2018 $ (5,528 ) (1) |
Schedule of Accumulated Other Comprehensive Income (Loss) [Table Text Block] | The following table presents reclassifications out of accumulated other comprehensive loss for the three months ended March 31, 2019 and April 1, 2018 . Amounts Reclassified from Accumulated Other Comprehensive Loss Affected Line Item in the Three months ended March 31, 2019 April 1, 2018 Amortization of unrecognized (gain) loss $ (30 ) $ (67 ) (1) Amounts reclassified from accumulated other comprehensive loss (30 ) (67 ) Loss before income taxes Income tax expense — — Income tax benefit Amounts reclassified from accumulated other comprehensive loss, net of taxes $ (30 ) $ (67 ) Net loss (1) |
Unearned Revenues Unearned Reve
Unearned Revenues Unearned Revenues (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Unearned Revenue [Abstract] | |
Contract with Customer, Asset and Liability [Table Text Block] | Changes in unearned revenue were as follows: Circulation Advertising Other Total Three months ended March 31, 2019 Beginning balance $ 82,645 $ 9,107 $ 13,435 $ 105,187 Acquired deferred revenues 6,378 — 917 7,295 Cash receipts, net of refunds 94,197 13,347 14,239 121,783 Revenue recognized (96,038 ) (11,689 ) (10,017 ) (117,744 ) Ending Balance $ 87,182 $ 10,765 $ 18,574 $ 116,521 Three months ended April 1, 2018 Beginning balance $ 73,874 $ 6,615 $ 7,675 $ 88,164 Acquired deferred revenues 3,232 — 219 3,451 Cash receipts, net of refunds 86,035 9,769 8,680 104,484 Revenue recognized (85,914 ) (8,089 ) (6,881 ) (100,884 ) Ending Balance $ 77,227 $ 8,295 $ 9,693 $ 95,215 |
Pension and Postretirement Be_2
Pension and Postretirement Benefits (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Retirement Benefits [Abstract] | |
Pension and Postretirement Net Periodic Benefit Costs | The following provides information on the pension plans for the three months ended March 31, 2019 and April 1, 2018 : Three months ended March 31, 2019 April 1, 2018 Components of net periodic benefit costs: Service cost $ 159 $ 150 Interest cost 736 700 Expected return on plan assets (967 ) (1,062 ) Amortization of unrecognized loss 39 67 Net periodic credit cost $ (33 ) $ (145 ) |
Fair Value Measurement (Tables)
Fair Value Measurement (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
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 31, 2019 Assets Cash and cash equivalents $ 24,597 $ — $ — $ 24,597 Restricted cash 4,054 — — 4,054 Total $ 28,651 $ — $ — $ 28,651 Liabilities Contingent consideration $ — $ — $ 1,963 $ 1,963 Redeemable noncontrolling interests $ — $ — $ 1,298 $ 1,298 As of December 30, 2018 Assets Cash and cash equivalents $ 48,651 $ — $ — $ 48,651 Restricted cash 4,119 — — 4,119 Total $ 52,770 $ — $ — $ 52,770 Liabilities Contingent consideration $ — $ — $ 3,256 $ 3,256 Redeemable noncontrolling interests $ — $ — $ 1,547 $ 1,547 |
Redeemable Noncontrolling Interests, Rollforward | The changes in redeemable noncontrolling interests classified as Level 3 measurements were as follows: Three months ended Year Ended March 31, 2019 December 30, 2018 Beginning balance $ 1,547 $ — Purchases (1) — 1,636 Net loss (249 ) (89 ) Ending balance $ 1,298 $ 1,547 |
Unaudited Financial Statement_2
Unaudited Financial Statements - Additional Information (Details) | 3 Months Ended |
Mar. 31, 2019segment | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Number of reportable segments | 1 |
Acquisitions - Additional Info
Acquisitions - Additional Information (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2019USD ($)newspaperweekly_publicationShopper | |
2019 Acquisitions [Member] | |
Business Acquisition [Line Items] | |
Number of daily newspapers acquired | newspaper | 10 |
Number of weekly publications acquired | weekly_publication | 11 |
Number of shoppers acquired | Shopper | 8 |
Aggregate purchase price | $ 34,458 |
Acquisition related costs recognized in selling, general, and administrative expense | 766 |
Goodwill expected to be tax deductible | $ 6,562 |
2018 Acquisitions [Member] | |
Business Acquisition [Line Items] | |
Number of business publications acquired | newspaper | 7 |
Number of daily newspapers acquired | newspaper | 8 |
Number of weekly publications acquired | weekly_publication | 16 |
Number of shoppers acquired | 1 |
Aggregate purchase price | $ 205,786 |
Noncontrolling interest, the Company's ownership percent | 80.00% |
Noncontrolling interest, noncontrolling owners ownership percent | 20.00% |
Increase (decrease) in net assets acquired | $ 66 |
Increase (decrease) in current assets acquired | (8) |
Increase (decrease) in Goodwill acquired | (1,105) |
Increase (decrease) in current liabilities acquired | $ (1,179) |
Acquisitions - Summary of Preli
Acquisitions - Summary of Preliminary Fair Value of Assets and Liabilities (Details) - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 30, 2018 |
Business Acquisition [Line Items] | ||
Goodwill | $ 316,208 | $ 310,737 |
2019 Acquisitions [Member] | ||
Business Acquisition [Line Items] | ||
Current assets | 6,830 | |
Property, plant and equipment | 19,572 | |
Noncompete agreements | 280 | |
Advertiser relationships | 1,930 | |
Subscriber relationships | 2,080 | |
Customer relationships | 1,370 | |
Trade names | 299 | |
Mastheads | 2,860 | |
Goodwill | 6,627 | |
Total assets | 41,848 | |
Current liabilities | 7,390 | |
Total liabilities | 7,390 | |
Net assets | $ 34,458 |
Share-Based Compensation - Addi
Share-Based Compensation - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | ||
Mar. 31, 2019 | Apr. 01, 2018 | Dec. 30, 2018 | |
Restricted Share Grants [Abstract] | |||
Granted (in shares) | 298,202 | ||
Forfeited (in shares) | 22,861 | ||
Unvested RSGs (in shares) | 500,539 | 384,471 | |
Weighted average grant date fair value of unvested RSGs (in dollars per share) | $ 14.71 | $ 16.11 | |
Aggregate intrinsic value of unvested RSGs | $ 5,256 | ||
Share-based Compensation Costs [Abstract] | |||
Non-cash compensation expense | 1,136 | $ 1,163 | |
Compensation cost not yet recognized related to non-vested awards | $ 6,925 | ||
Compensation cost not yet recognized related to non-vested awards, weighted average recognition period | 2 years 4 months 20 days |
Share-Based Compensation - Summ
Share-Based Compensation - Summary of RSG Activity (Details) | 3 Months Ended |
Mar. 31, 2019$ / sharesshares | |
Number of RSGs | |
Unvested RSGs, beginning balance (in shares) | shares | 384,471 |
Granted (in shares) | shares | 298,202 |
Vested (in shares) | shares | (159,273) |
Forfeited (in shares) | shares | (22,861) |
Unvested RSGs, ending balance (in shares) | shares | 500,539 |
Weighted-Average Grant Date Fair Value | |
Unvested RSGs, beginning balance, weighted average grant date fair value (in dollars per share) | $ / shares | $ 16.11 |
Granted (in dollars per share) | $ / shares | 13.65 |
Vested (in dollars per share) | $ / shares | 15.89 |
Forfeited (in dollars per share) | $ / shares | 16.16 |
Unvested RSGs, ending balance, weighted average grant date fair value (in dollars per share) | $ / shares | $ 14.71 |
Restructuring - Summary of Info
Restructuring - Summary of Information Related to Restructuring Program Activity (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2019USD ($) | |
Restructuring Reserve [Roll Forward] | |
Restructuring reserve, beginning balance | $ 2,900 |
Restructuring provision included in Integration and Reorganization | 4,112 |
Cash payments | (3,335) |
Restructuring reserve, ending balance | 3,677 |
Severance and Related Costs [Member] | |
Restructuring Reserve [Roll Forward] | |
Restructuring reserve, beginning balance | 2,554 |
Restructuring provision included in Integration and Reorganization | 3,413 |
Cash payments | (3,006) |
Restructuring reserve, ending balance | 2,961 |
Other Costs [Member] | |
Restructuring Reserve [Roll Forward] | |
Restructuring reserve, beginning balance | 346 |
Restructuring provision included in Integration and Reorganization | 699 |
Cash payments | (329) |
Restructuring reserve, ending balance | $ 716 |
Restructuring - Additional Info
Restructuring - Additional Information (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2019USD ($) | |
Restructuring [Abstract] | |
Number of ceased print publications | 3 |
Number of ceased print facilities | 1 |
Impairment of retired equipment | $ 1,207 |
Loss on disposal of retired equipment | 168 |
Loss on disposal of intangible assets | $ 444 |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Dec. 30, 2018 | |
Schedule Finite-Lived and Indefinite Lived Intangible Assets [Line Items] | ||
Gross carrying amount | $ 477,357 | $ 471,741 |
Accumulated amortization | 110,877 | 101,543 |
Net carrying amount | 366,480 | 370,198 |
Goodwill and nonamortized intangible assets | $ 434,754 | 426,593 |
Weighted average amortization period (in years) | 13 years 8 months 12 days | |
Goodwill [Member] | ||
Schedule Finite-Lived and Indefinite Lived Intangible Assets [Line Items] | ||
Gross carrying amount | $ 316,208 | 310,737 |
Mastheads [Member] | ||
Schedule Finite-Lived and Indefinite Lived Intangible Assets [Line Items] | ||
Gross carrying amount | 118,546 | 115,856 |
Advertiser relationships [Member] | ||
Schedule Finite-Lived and Indefinite Lived Intangible Assets [Line Items] | ||
Gross carrying amount | 261,897 | 260,142 |
Accumulated amortization | 58,006 | 53,477 |
Net carrying amount | $ 203,891 | 206,665 |
Weighted average amortization period (in years) | 14 years 6 months | |
Customer relationships [Member] | ||
Schedule Finite-Lived and Indefinite Lived Intangible Assets [Line Items] | ||
Gross carrying amount | $ 45,897 | 44,630 |
Accumulated amortization | 9,797 | 8,704 |
Net carrying amount | $ 36,100 | 35,926 |
Weighted average amortization period (in years) | 12 years 3 months 18 days | |
Subscriber relationships [Member] | ||
Schedule Finite-Lived and Indefinite Lived Intangible Assets [Line Items] | ||
Gross carrying amount | $ 155,938 | 153,923 |
Accumulated amortization | 34,445 | 31,560 |
Net carrying amount | $ 121,493 | 122,363 |
Weighted average amortization period (in years) | 13 years 7 months 6 days | |
Other intangible assets [Member] | ||
Schedule Finite-Lived and Indefinite Lived Intangible Assets [Line Items] | ||
Gross carrying amount | $ 13,625 | 13,046 |
Accumulated amortization | 8,629 | 7,802 |
Net carrying amount | $ 4,996 | $ 5,244 |
Weighted average amortization period (in years) | 5 years 2 months 12 days |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets - Amortization Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2019 | Apr. 01, 2018 | Dec. 30, 2018 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |||
Amortization expense, intangible assets | $ 9,450 | $ 7,155 | |
Estimated Future Amortization Expense [Abstract] | |||
2019 (nine months remaining) | 27,033 | ||
2020 | 35,470 | ||
2021 | 35,275 | ||
2022 | 34,407 | ||
2023 | 34,169 | ||
Thereafter | 200,126 | ||
Net carrying amount | $ 366,480 | $ 370,198 |
Goodwill and Intangible Asset_4
Goodwill and Intangible Assets - Goodwill Rollforward (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Dec. 30, 2018 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Goodwill, accumulated impairments | $ 25,641 | $ 25,641 |
Goodwill [Roll Forward] | ||
Goodwill, beginning balance | 310,737 | |
Goodwill acquired in business combinations | 6,627 | |
Measurement period adjustments | (1,109) | |
Goodwill from disposal | (47) | |
Goodwill, ending balance | $ 316,208 |
Goodwill and Intangible Asset_5
Goodwill and Intangible Assets - Additional Information (Details) | 3 Months Ended |
Mar. 31, 2019$ / shares | |
Schedule Finite-Lived and Indefinite Lived Intangible Assets [Line Items] | |
Stock price, per share | $ 10.50 |
Market value of Company's stock exceeds carrying value of stockholders' equity (less than) | 10.00% |
Estimated control premium | 20.00% |
Leases (Details)
Leases (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Dec. 30, 2018 | |
Operating lease right-of-use assets | $ 102,583 | $ 0 |
Current portion of operating lease liabilities | 13,415 | 0 |
Long-term operating lease liabilities | 96,248 | $ 0 |
Total operating lease liabilities | $ 109,663 | |
Weighted-average remaining lease term | 9 years | |
Weighted-average discount rate | 10.67% | |
Operating cash flows for operating leases | $ 6,317 | |
Right-of-use assets obtained in exchange for lease obligations, operating leases | 106,681 | |
Operating lease costs related to right-of-use assets | 5,889 | |
Other operating lease costs | 2,740 | |
Sublease income | (524) | |
Total lease cost | $ 8,105 |
Leases - Future Minimum Lease P
Leases - Future Minimum Lease Payments (Details) $ in Thousands | Mar. 31, 2019USD ($) |
Leases [Abstract] | |
2019 (nine months remaining) | $ 18,173 |
2020 | 22,788 |
2021 | 21,037 |
2022 | 17,955 |
2023 | 14,658 |
Thereafter | 81,259 |
Total lease payments | 175,870 |
Less: interest | (66,207) |
Present value of lease liabilities | $ 109,663 |
Leases - Additional Information
Leases - Additional Information (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2019USD ($) | |
Leases [Abstract] | |
Affect of ASC 842 on Net Assets | $ 102,536 |
Affect of ASC 842 on Liabilities | $ 109,230 |
Indebtedness - Additional Infor
Indebtedness - Additional Information (Details) $ in Thousands | 3 Months Ended | |||
Mar. 31, 2019USD ($) | Dec. 30, 2018USD ($) | Jul. 14, 2017 | Jan. 09, 2015USD ($) | |
Credit Facility [Line Items] | ||||
Debt outstanding | $ 451,060 | |||
Long-term debt | 435,426 | $ 428,180 | ||
New Media Credit Agreement [Member] | ||||
Credit Facility [Line Items] | ||||
Maximum borrowing amount | $ 40,000 | |||
Weighted average interest rate | 8.73% | |||
Debt covenant - maximum fixed charge coverage ratio | 3.25 | |||
Fair value of long-term debt | $ 451,060 | |||
New Media Credit Agreement [Member] | Term Loan Facility [Member] | ||||
Credit Facility [Line Items] | ||||
Debt outstanding | $ 435,060 | 437,257 | ||
Maturity date | Jul. 14, 2022 | |||
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] | 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] | 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] | ||||
Credit Facility [Line Items] | ||||
Debt outstanding | $ 8,000 | $ 0 | ||
Letters of credit outstanding | 495 | |||
Available borrowing amount | $ 31,505 | |||
Maturity date | Jul. 14, 2021 | |||
New Media Credit Agreement [Member] | Revolving Credit Facility [Member] | Eurodollar [Member] | ||||
Credit Facility [Line Items] | ||||
Fixed interest rate | 5.25% | |||
New Media Credit Agreement [Member] | Revolving Credit Facility [Member] | Alternate Base Rate [Member] | ||||
Credit Facility [Line Items] | ||||
Fixed interest rate | 4.25% | |||
New Media Credit Agreement [Member] | Extended Term Loans [Member] | ||||
Credit Facility [Line Items] | ||||
Debt prepayment premium | 1.00% | |||
Advantage Credit Agreements [Member] | Halifax Alabama Debt [Member] | ||||
Credit Facility [Line Items] | ||||
Maturity date | Mar. 31, 2019 | |||
Amount outstanding | $ 8,000 | |||
Fixed interest rate | 2.00% | |||
Debt, principal amount | $ 8,000 |
Indebtedness - Outstanding Debt
Indebtedness - Outstanding Debt Payment Schedule (Details) - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 30, 2018 |
Debt Disclosure [Abstract] | ||
2019 (nine months remaining) | $ 10,198 | |
2020 | 4,395 | |
2021 | 12,395 | |
2022 | 424,072 | |
Total outstanding debt | 451,060 | |
Current | 11,296 | $ 12,395 |
Unamortized original issue discount | 1,723 | |
Deferred financing costs | 2,615 | |
Long-term debt | $ 435,426 | $ 428,180 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2019 | Apr. 01, 2018 | Dec. 30, 2018 | |
Related Party Transaction [Line Items] | |||
Management fee expense | $ 2,456 | $ 2,367 | |
Incentive compensation fee expense | 0 | 869 | |
Management fees paid | 3,711 | 2,657 | |
Incentive fees paid | 5,220 | 8,374 | |
Reimbursement for expenses | 550 | 444 | |
Management agreement related fees liability | $ 3,006 | $ 10,696 | |
Fortress and its affiliates [Member] | |||
Related Party Transaction [Line Items] | |||
Percentage of the Company owned by | 1.10% | ||
Percentage of the Company's outstanding warrants owned by Fortress and its affiliates | 39.50% | ||
Number of stock options held | 2,904,811 | ||
Dividends paid | $ 244 | $ 252 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Apr. 01, 2018 | |
Income Tax Disclosure [Abstract] | ||
Income tax benefit | $ (1,954) | $ (116) |
Net increase to the valuation allowance | $ 1,755 | |
Federal tax rate | 21.00% | |
Expected tax expense | $ 2,323 | |
Effective tax rate | 18.00% | 20.00% |
Equity (Details)
Equity (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Apr. 01, 2018 | |
Equity [Abstract] | ||
Net loss attributable to New Media | $ (9,106) | $ (665) |
Denominator for loss per share calculation: | ||
Basic weighted average shares outstanding (shares) | 59,965,036 | 52,934,640 |
Effect of dilutive securities: | ||
Stock Options and Restricted Stock (shares) | 0 | 0 |
Diluted weighted average shares outstanding (shares) | 59,965,036 | 52,934,640 |
Equity - Additional Informatio
Equity - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | |||
May 28, 2017 | Mar. 31, 2019 | Apr. 01, 2018 | Dec. 30, 2018 | May 17, 2017 | |
Class of Stock [Line Items] | |||||
Granted | 298,202 | ||||
Common stock authorized to repurchase | $ 100,000 | ||||
Stock Repurchase Program, period in force | 12 years | ||||
Dividends declared, per share (in dollars per share) | $ 0.38 | $ 0.37 | |||
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 | |||
Warrants [Member] | |||||
Class of Stock [Line Items] | |||||
Antidilutive securities excluded from computation of income (loss) per share | 1,362,479 | 1,362,479 | |||
Restricted Share Grants [Member] | |||||
Class of Stock [Line Items] | |||||
Antidilutive securities excluded from computation of income (loss) per share | 500,539 | 377,353 | |||
Stock Options [Member] | |||||
Class of Stock [Line Items] | |||||
Antidilutive securities excluded from computation of income (loss) per share | 2,904,811 | 2,214,811 | |||
2014 Options [Member] | Manager [Member] | |||||
Class of Stock [Line Items] | |||||
Options granted to Manager to purchase shares of common stock | 652,311 | ||||
Option to purchase shares of common stock, price per share (in dollars per share) | $ 11.46 | 12.95 | |||
2015 Options [Member] | Manager [Member] | |||||
Class of Stock [Line Items] | |||||
Options granted to Manager to purchase shares of common stock | 700,000 | ||||
Option to purchase shares of common stock, price per share (in dollars per share) | $ 17.45 | 18.94 | |||
2016 Options [Member] | 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) | $ 11.75 | 13.24 | |||
2018 Options [Member] | Manager [Member] | |||||
Class of Stock [Line Items] | |||||
Options granted to Manager to purchase shares of common stock | 690,000 | ||||
Option to purchase shares of common stock, price per share (in dollars per share) | $ 14.96 | $ 16.45 |
Equity - Summary of Option Acti
Equity - Summary of Option Activity (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2019 | Dec. 31, 2017 | Dec. 30, 2018 | |
Number of Options | |||
Options outstanding, beginning balance (in shares) | 2,904,811 | ||
Options outstanding, ending balance (in shares) | 2,904,811 | ||
Exercisable (in shares) | 2,406,561 | ||
Weighted-Average Grant Date Fair Value | |||
Outstanding, weighted-average grant date fair value, beginning balance (in dollars per share) | $ 3.59 | ||
Outstanding, weighted-average grant date fair value, ending balance (in dollars per share) | 3.59 | ||
Weighted-Average Exercise Price | |||
Outstanding, weighted-average exercise price, beginning balance (in dollars per share) | 15.31 | ||
Outstanding, weighted-average exercise price, ending balance (in dollars per share) | 13.82 | ||
Exercisable, weighted-average exercise price, ending balance (in dollars per share) | $ 13.67 | ||
Weighted-Average Remaining Contractual Term (Years) | |||
Outstanding, weighted-average remaining contractual term (years) | 7 years | 7 years 3 months 18 days | |
Exercisable, weighted-average remaining contractual term (years) | 6 years 8 months 12 days | ||
Outstanding, aggregate intrinsic value | $ 0 | $ 0 | |
Exercisable, aggregate intrinsic value | $ 0 |
Equity - Changes in Accumulated
Equity - Changes in Accumulated Other Comprehensive Loss by Component (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Apr. 01, 2018 | |
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||
Accumulated other comprehensive loss, beginning balance | $ (6,881) | |
Accumulated other comprehensive loss, ending balance | (6,911) | |
Net actuarial loss [Member] | ||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||
Accumulated other comprehensive loss, beginning balance | (6,881) | $ (5,461) |
Amounts reclassified from accumulated other comprehensive loss | (30) | (67) |
Accumulated other comprehensive loss, ending balance | $ (6,911) | $ (5,528) |
Equity - Reclassifications out
Equity - Reclassifications out of Accumulated Other Comprehensive Loss (Details) - Reclassification out of Accumulated Other Comprehensive Loss [Member] - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Apr. 01, 2018 | |
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items] | ||
Amortization of unrecognized (gain) loss | $ (30) | $ (67) |
Amounts reclassified from accumulated other comprehensive loss | (30) | (67) |
Income tax expense | 0 | 0 |
Amounts reclassified from accumulated other comprehensive loss, net of taxes | $ (30) | $ (67) |
Unearned Revenues (Details)
Unearned Revenues (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Apr. 01, 2018 | |
Beginning balance | $ 105,187 | $ 88,164 |
Acquired deferred revenues | 7,295 | 3,451 |
Cash receipts, net of refunds | 121,783 | 104,484 |
Revenue recognized | (117,744) | (100,884) |
Ending balance | 116,521 | 95,215 |
Circulation [Member] | ||
Beginning balance | 82,645 | 73,874 |
Acquired deferred revenues | 6,378 | 3,232 |
Cash receipts, net of refunds | 94,197 | 86,035 |
Revenue recognized | (96,038) | (85,914) |
Ending balance | 87,182 | 77,227 |
Advertising [Member] | ||
Beginning balance | 9,107 | 6,615 |
Acquired deferred revenues | 0 | 0 |
Cash receipts, net of refunds | 13,347 | 9,769 |
Revenue recognized | (11,689) | (8,089) |
Ending balance | 10,765 | 8,295 |
Other [Member] | ||
Beginning balance | 13,435 | 7,675 |
Acquired deferred revenues | 917 | 219 |
Cash receipts, net of refunds | 14,239 | 8,680 |
Revenue recognized | (10,017) | (6,881) |
Ending balance | $ 18,574 | $ 9,693 |
Pension and Postretirement Be_3
Pension and Postretirement Benefits (Details) - Pension [Member] $ in Thousands | 3 Months Ended | |
Mar. 31, 2019USD ($)plan | Apr. 01, 2018USD ($) | |
Defined Benefit Plan Disclosure [Line Items] | ||
Number of pension plans | plan | 2 | |
Components of net periodic benefit costs: | ||
Service cost | $ 159 | $ 150 |
Interest cost | 736 | 700 |
Expected return on plan assets | (967) | (1,062) |
Amortization of unrecognized loss | 39 | 67 |
Net periodic credit cost | (33) | $ (145) |
Pension and Other Postretirement Benefits Cost (Reversal of Cost) [Abstract] | ||
Pension contributions | 112 | |
Expected employer contributions during the current fiscal year | $ 940 |
Fair Value Measurement (Details
Fair Value Measurement (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2019 | Dec. 30, 2018 | Apr. 01, 2018 | Dec. 31, 2017 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Beginning balance | $ 1,547 | $ 0 | ||
Purchases (1) | 0 | 1,636 | ||
Net loss | (249) | (89) | ||
Ending balance | 1,298 | 1,547 | ||
Assets, Fair Value Disclosure [Abstract] | ||||
Cash and cash equivalents | 24,597 | 48,651 | ||
Restricted cash | 4,054 | 4,119 | ||
Cash, cash equivalents and restricted cash | 28,651 | 52,770 | $ 70,132 | $ 46,162 |
Business Combination, Contingent Consideration, Liability | 1,963 | 3,256 | ||
Redeemable noncontrolling interests | 1,298 | 1,547 | ||
Recurring [Member] | ||||
Assets, Fair Value Disclosure [Abstract] | ||||
Cash and cash equivalents | 24,597 | 48,651 | ||
Restricted cash | 4,054 | 4,119 | ||
Cash, cash equivalents and restricted cash | 28,651 | 52,770 | ||
Recurring [Member] | Quoted Prices in Active Markets for Identical Assets (Level 1) [Member] | ||||
Assets, Fair Value Disclosure [Abstract] | ||||
Cash and cash equivalents | 24,597 | 48,651 | ||
Restricted cash | 4,054 | 4,119 | ||
Cash, cash equivalents and restricted cash | 28,651 | 52,770 | ||
Recurring [Member] | Significant Unobservable Inputs (Level 3) [Member] | ||||
Assets, Fair Value Disclosure [Abstract] | ||||
Business Combination, Contingent Consideration, Liability | 1,963 | 3,256 | ||
Redeemable noncontrolling interests | $ 1,298 | $ 1,547 |
Commitments and Contingencies (
Commitments and Contingencies (Details) - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 30, 2018 |
Restricted Cash and Investments, Current [Abstract] | ||
Restricted cash - Collateral standby letters of credit in the name of the Company's insurers | $ 4,054 | $ 4,119 |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | |||
May 05, 2019 | Mar. 31, 2019 | Apr. 01, 2018 | May 02, 2019 | Dec. 30, 2018 | |
Subsequent Event [Line Items] | |||||
Repayment of debt | $ 2,197 | $ 1,031 | |||
Dividends declared, per share (in dollars per share) | $ 0.38 | $ 0.37 | |||
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 | |||
Subsequent Event [Member] | |||||
Subsequent Event [Line Items] | |||||
Dividends declared, per share (in dollars per share) | $ 0.38 | ||||
Common stock, par value (in dollars per share) | $ 0.01 | ||||
Dividend payable date | May 22, 2019 | ||||
Dividend record date | May 13, 2019 | ||||
Halifax Alabama Debt [Member] | Subsequent Event [Member] | |||||
Subsequent Event [Line Items] | |||||
Repayment of debt | $ 8,000 |