Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2019 | Aug. 05, 2019 | |
Cover page. | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Jun. 30, 2019 | |
Document Transition Report | false | |
Entity File Number | 001-36097 | |
Entity Registrant Name | New Media Investment Group Inc. | |
Entity Incorporation, State | DE | |
Entity Tax Identification Number | 38-3910250 | |
Entity Address, Address Line One | 1345 Avenue of the Americas 45th floor, | |
Entity Address, City or Town | New York, | |
Entity Address, State or Province | NY | |
Entity Address, Postal Zip Code | 10105 | |
City Area Code | 212 | |
Local Phone Number | 479-3160 | |
Title of 12(b) Security | Common stock, par value $0.01 per share | |
Trading Symbol | NEWM | |
Security Exchange Name | NYSE | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock Shares Outstanding | 60,481,539 | |
Entity Central Index Key | 0001579684 | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2019 | |
Document Fiscal Period Focus | Q2 | |
Current Fiscal Year End Date | --12-29 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands | Jun. 30, 2019 | Dec. 30, 2018 |
Current assets: | ||
Cash and cash equivalents | $ 20,029 | $ 48,651 |
Restricted cash | 3,155 | 4,119 |
Accounts receivable, net of allowance for doubtful accounts of $8,694 and $8,042 at June 30, 2019 and December 30, 2018, respectively | 150,675 | 174,274 |
Inventory | 19,647 | 25,022 |
Prepaid expenses | 30,506 | 23,935 |
Other current assets | 20,733 | 21,608 |
Total current assets | 244,745 | 297,609 |
Property, plant, and equipment, net of accumulated depreciation of $243,304 and $219,256 at June 30, 2019 and December 30, 2018, respectively | 330,942 | 339,608 |
Operating lease right-of-use assets, net | 109,521 | 0 |
Goodwill | 317,151 | 310,737 |
Intangible assets, net of accumulated amortization of $119,561 and $101,543 at June 30, 2019 and December 30, 2018, respectively | 474,900 | 486,054 |
Other assets | 10,619 | 9,856 |
Total assets | 1,487,878 | 1,443,864 |
Current liabilities: | ||
Current portion of long-term debt | 3,296 | 12,395 |
Current portion of operating lease liabilities | 14,492 | 0 |
Accounts payable | 12,454 | 16,612 |
Accrued expenses | 98,864 | 113,650 |
Deferred revenue | 113,259 | 105,187 |
Total current liabilities | 242,365 | 247,844 |
Long-term liabilities: | ||
Long-term debt | 434,672 | 428,180 |
Long-term operating lease liabilities | 102,431 | 0 |
Deferred income taxes | 6,486 | 8,282 |
Pension and other postretirement benefit obligations | 23,747 | 24,326 |
Other long-term liabilities | 10,817 | 16,462 |
Total liabilities | 820,518 | 725,094 |
Redeemable noncontrolling interests | 1,098 | 1,547 |
Stockholders’ equity: | ||
Common stock, $0.01 par value, 2,000,000,000 shares authorized; 60,806,451 shares issued and 60,481,674 shares outstanding at June 30, 2019; 60,508,249 shares issued and 60,306,286 shares outstanding at December 30, 2018 | 608 | 605 |
Additional paid-in capital | 677,574 | 721,605 |
Accumulated other comprehensive loss | (6,938) | (6,881) |
(Accumulated deficit) retained earnings | (2,409) | 3,767 |
Treasury stock, at cost, 324,777 and 201,963 shares at June 30, 2019 and December 30, 2018, respectively | (2,573) | (1,873) |
Total stockholders’ equity | 666,262 | 717,223 |
Total liabilities, redeemable noncontrolling interests and stockholders’ equity | $ 1,487,878 | $ 1,443,864 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - USD ($) $ in Thousands | Jun. 30, 2019 | Dec. 30, 2018 |
Statement of Financial Position [Abstract] | ||
Accounts receivable, allowance for doubtful accounts | $ 8,694 | $ 8,042 |
Property, plant and equipment, accumulated depreciation | 243,304 | 219,256 |
Intangible assets, accumulated amortization | $ 119,561 | $ 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 | 60,481,674 | 60,306,286 |
Treasury stock, shares | 324,777 | 201,963 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jul. 01, 2018 | Jun. 30, 2019 | Jul. 01, 2018 | |
Revenues: | ||||
Total revenues | $ 404,387 | $ 388,802 | $ 791,987 | $ 729,567 |
Operating costs and expenses: | ||||
Operating costs | 233,407 | 217,775 | 462,902 | 414,164 |
Selling, general, and administrative | 130,040 | 126,837 | 261,548 | 245,656 |
Depreciation and amortization | 23,328 | 19,935 | 44,251 | 39,182 |
Integration and reorganization costs | 3,230 | 1,749 | 7,342 | 4,179 |
Impairment of long-lived assets | 1,262 | 0 | 2,469 | 0 |
Net loss (gain) on sale or disposal of assets | 947 | (808) | 2,737 | (3,979) |
Operating income | 12,173 | 23,314 | 10,738 | 30,365 |
Interest expense | 10,212 | 8,999 | 20,346 | 17,351 |
Other income | (311) | (337) | (571) | (857) |
Income (loss) before income taxes | 2,272 | 14,652 | (9,037) | 13,871 |
Income tax (benefit) expense | (343) | 2,946 | (2,297) | 2,830 |
Net income (loss) | 2,615 | 11,706 | (6,740) | 11,041 |
Net loss attributable to redeemable noncontrolling interests | (200) | 0 | (449) | 0 |
Net income (loss) attributable to New Media | $ 2,815 | $ 11,706 | $ (6,291) | $ 11,041 |
Dividends declared per share (in dollars per share) | $ 0.38 | $ 0.37 | $ 0.76 | $ 0.74 |
Basic (in dollars per share): | ||||
Net income (loss) attributable to New Media | 0.05 | 0.20 | (0.10) | 0.20 |
Diluted (in dollars per share): | ||||
Net income (loss) attributable to New Media | $ 0.05 | $ 0.20 | $ (0.10) | $ 0.20 |
Comprehensive income (loss) | $ 2,588 | $ 11,638 | $ (6,797) | $ 10,906 |
Comprehensive loss attributable to redeemable noncontrolling interests | (199) | 0 | (448) | 0 |
Comprehensive income (loss) attributable to New Media | 2,787 | 11,638 | (6,349) | 10,906 |
Advertising [Member] | ||||
Revenues: | ||||
Revenues | 184,767 | 187,609 | 363,462 | 350,868 |
Circulation [Member] | ||||
Revenues: | ||||
Revenues | 150,850 | 144,536 | 303,015 | 274,527 |
Commercial printing and other [Member] | ||||
Revenues: | ||||
Revenues | $ 68,770 | $ 56,657 | $ 125,510 | $ 104,172 |
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 income (loss) | 11,041 | 11,041 | ||||
Net actuarial loss and prior service cost, net of income taxes of $0 | (135) | (135) | ||||
Restricted share grants, shares | 218,984 | |||||
Restricted share grants | 225 | $ 2 | 223 | |||
Non-cash compensation expense | 1,832 | 1,832 | ||||
Issuance of common stock, net of underwriters' discount and offering costs (in shares) | 6,900,000 | |||||
Issuance of common stock, net of underwriters' discount and offering costs | 110,719 | $ 69 | 110,650 | |||
Restricted share forfeiture, shares | 9,039 | |||||
Purchase of treasury stock, shares | 43,823 | |||||
Purchase of treasury stock | (753) | $ (753) | ||||
Common stock cash dividend | (42,037) | (37,407) | (4,630) | |||
Shares, ending balance at Jul. 01, 2018 | 60,486,837 | 193,834 | ||||
Stockholders' equity, ending balance at Jul. 01, 2018 | 755,285 | $ 605 | 758,466 | (5,596) | 3,644 | $ (1,834) |
Shares, beginning balance at Apr. 01, 2018 | 53,580,827 | 189,914 | ||||
Stockholders' equity, beginning balance at Apr. 01, 2018 | 654,580 | $ 536 | 664,805 | (5,528) | (3,417) | $ (1,816) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net income (loss) | 11,706 | 11,706 | ||||
Net actuarial loss and prior service cost, net of income taxes of $0 | (68) | (68) | ||||
Restricted share grants, shares | 6,010 | |||||
Restricted share grants | 0 | $ 0 | 0 | |||
Non-cash compensation expense | 669 | 669 | ||||
Issuance of common stock, net of underwriters' discount and offering costs (in shares) | 6,900,000 | |||||
Issuance of common stock, net of underwriters' discount and offering costs | 110,719 | $ 69 | 110,650 | |||
Restricted share forfeiture, shares | 2,823 | |||||
Purchase of treasury stock, shares | 1,097 | |||||
Purchase of treasury stock | (18) | $ (18) | ||||
Common stock cash dividend | (22,303) | (17,658) | (4,645) | |||
Shares, ending balance at Jul. 01, 2018 | 60,486,837 | 193,834 | ||||
Stockholders' equity, ending balance at Jul. 01, 2018 | 755,285 | $ 605 | 758,466 | (5,596) | 3,644 | $ (1,834) |
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 income (loss) | (6,291) | (6,291) | ||||
Net actuarial loss and prior service cost, net of income taxes of $0 | (60) | (60) | ||||
Foreign currency translation adjustment | 3 | 3 | ||||
Restricted share grants, shares | 298,202 | |||||
Restricted share grants | 0 | $ 3 | (3) | |||
Non-cash compensation expense | 1,843 | 1,843 | ||||
Impact of adoption of ASC 842 - Leases | 115 | 115 | ||||
Restricted share forfeiture, shares | 70,093 | |||||
Purchase of treasury stock, shares | 52,721 | |||||
Purchase of treasury stock | (700) | $ (700) | ||||
Common stock cash dividend | (45,871) | (45,871) | 0 | |||
Shares, ending balance at Jun. 30, 2019 | 60,806,451 | 324,777 | ||||
Stockholders' equity, ending balance at Jun. 30, 2019 | 666,262 | $ 608 | 677,574 | (6,938) | (2,409) | $ (2,573) |
Shares, beginning balance at Mar. 31, 2019 | 60,806,451 | 276,590 | ||||
Stockholders' equity, beginning balance at Mar. 31, 2019 | 685,698 | $ 608 | 699,787 | (6,911) | (5,224) | $ (2,562) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net income (loss) | 2,815 | 2,815 | ||||
Net actuarial loss and prior service cost, net of income taxes of $0 | (30) | (30) | ||||
Foreign currency translation adjustment | 3 | 3 | ||||
Non-cash compensation expense | 707 | 707 | ||||
Restricted share forfeiture, shares | 47,232 | |||||
Purchase of treasury stock, shares | 955 | |||||
Purchase of treasury stock | (11) | $ (11) | ||||
Common stock cash dividend | (22,920) | (22,920) | 0 | |||
Shares, ending balance at Jun. 30, 2019 | 60,806,451 | 324,777 | ||||
Stockholders' equity, ending balance at Jun. 30, 2019 | $ 666,262 | $ 608 | $ 677,574 | $ (6,938) | $ (2,409) | $ (2,573) |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Stockholders' Equity (Unaudited) (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jul. 01, 2018 | Jun. 30, 2019 | Jul. 01, 2018 | |
Statement of Stockholders' Equity [Abstract] | ||||
Net actuarial loss and prior service cost, income tax | $ 0 | $ 0 | $ 0 | $ 0 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2019 | Jul. 01, 2018 | |
Cash flows from operating activities: | ||
Net (loss) income | $ (6,740) | $ 11,041 |
Adjustments to reconcile net (loss) income to net cash provided by operating activities: | ||
Depreciation and amortization | 44,251 | 39,182 |
Non-cash compensation expense | 1,843 | 1,832 |
Non-cash interest expense | 689 | 1,078 |
Deferred income taxes | (1,796) | 2,264 |
Net loss (gain) on sale or disposal of assets | 2,737 | (3,979) |
Impairment of long-lived assets | 2,469 | 0 |
Pension and other postretirement benefit obligations | (649) | (984) |
Changes in assets and liabilities: | ||
Accounts receivable, net | 26,707 | 15,591 |
Inventory | 6,287 | (4,858) |
Prepaid expenses | (6,035) | (3,777) |
Other assets | (109,775) | 5,255 |
Accounts payable | (4,962) | (806) |
Accrued expenses | 3,328 | (6,845) |
Deferred revenue | 2,254 | 1,452 |
Other long-term liabilities | 97,045 | 1,157 |
Net cash provided by operating activities | 57,653 | 57,603 |
Cash flows from investing activities: | ||
Acquisitions, net of cash acquired | (39,353) | (149,604) |
Purchases of property, plant, and equipment | (4,934) | (5,041) |
Proceeds from sale of real estate, other assets and insurance | 7,107 | 12,585 |
Net cash used in investing activities | (37,180) | (142,060) |
Cash flows from financing activities: | ||
Payment of debt issuance costs | 0 | (500) |
Borrowings under term loans | 0 | 49,750 |
Repayments under term loans | (11,296) | (2,062) |
Borrowings under revolving credit facility | 102,900 | 0 |
Repayments under revolving credit facility | (94,900) | 0 |
Payment of offering costs | 0 | (152) |
Issuance of common stock, net of underwriters' discount | 0 | 111,099 |
Purchase of treasury stock | (700) | (753) |
Payment of dividends | (46,066) | (42,226) |
Net cash (used in) provided by financing activities | (50,062) | 115,156 |
Effect of exchange rate changes on cash and cash equivalents | 3 | 0 |
Net (decrease) increase in cash, cash equivalents and restricted cash | (29,586) | 30,699 |
Cash, cash equivalents and restricted cash, beginning balance | 52,770 | 46,162 |
Cash, cash equivalents and restricted cash, ending balance | $ 23,184 | $ 76,861 |
Unaudited Financial Statements
Unaudited Financial Statements | 6 Months Ended |
Jun. 30, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Unaudited Financial Statements | (1) 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, measures 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. All other issued and not yet effective accounting standards are not relevant to the Company. |
Acquisitions
Acquisitions | 6 Months Ended |
Jun. 30, 2019 | |
Business Combinations [Abstract] | |
Acquisitions | (2) Acquisitions 2019 Acquisitions The Company acquired substantially all the assets, properties and business of certain publications and businesses on June 21, 2019, June 14, 2019, May 31, 2019, 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, three events production businesses, and a business community and networking platform, for an aggregate purchase price of $35,723 , 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 or event-related assets and digital platforms, and their estimated cash flows combined with the cost-saving and revenue-generating opportunities available. In the June 21, 2019 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 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 $ 6,684 Property, plant and equipment 20,062 Noncompete agreements 280 Advertiser relationships 2,540 Subscriber relationships 1,560 Customer relationships 1,380 Software 140 Trade names 299 Mastheads 2,860 Goodwill 7,308 Total assets 43,113 Current liabilities assumed 7,390 Total liabilities 7,390 Net assets $ 35,723 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 $765 of acquisition-related costs for the 2019 Acquisitions during the six months ended June 30, 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 $7,003 . 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 $205,785 , 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 six months ended June 30, 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 $65 , while the recorded balances of property, plant and equipment, goodwill and current liabilities were decreased by $267 , $847 and $1,179 , respectively. |
Share-Based Compensation
Share-Based Compensation | 6 Months Ended |
Jun. 30, 2019 | |
Share-based Payment Arrangement [Abstract] | |
Share-Based Compensation | (3) Share-Based Compensation The Company recognized compensation cost for share-based payments of $707 , $669 , $1,843 and $1,832 during the three and six months ended June 30, 2019 and July 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 June 30, 2019 was $5,592 , which is expected to be recognized over a weighted average period of 2.19 years through February 2022 . As of June 30, 2019 , the aggregate intrinsic value of unvested RSGs was $4,251 . RSG activity during the six months ended June 30, 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 (162,309 ) 15.90 Forfeited (70,093 ) 15.27 Unvested at June 30, 2019 450,271 $ 14.69 Under FASB ASC Topic 718, “Compensation – Stock Compensation”, the Company elected to recognize share-based compensation expense for the number of awards that are ultimately expected to vest. The Company’s estimated forfeitures are based on historical forfeiture rates. Estimated forfeitures are reassessed periodically, and the estimate may change based on new facts and circumstances. |
Restructuring
Restructuring | 6 Months Ended |
Jun. 30, 2019 | |
Restructuring and Related Activities [Abstract] | |
Restructuring | (4) 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 six months ended June 30, 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 6,293 1,049 7,342 Cash payments (5,660 ) (801 ) (6,461 ) Balance at June 30, 2019 $ 3,187 $ 594 $ 3,781 (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 six months ended June 30, 2019 , the Company ceased operations of three print publications and nine print facilities as part of the ongoing cost reduction programs. As a result, the Company recognized an impairment charge related to retired equipment of $2,469 , a loss on disposal of assets related to retired equipment of $168 and intangibles of $405 , and accelerated depreciation of $2,636 during the six months ended June 30, 2019 . There were no publication closures or facility consolidations during the six months ended July 1, 2018 . |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 6 Months Ended |
Jun. 30, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets | (5) Goodwill and Intangible Assets Goodwill and intangible assets consisted of the following: June 30, 2019 Gross carrying amount Accumulated amortization Net carrying amount Amortized intangible assets: Advertiser relationships $ 261,452 $ 62,398 $ 199,054 Customer relationships 45,860 10,936 34,924 Subscriber relationships 155,102 37,304 117,798 Other intangible assets 14,026 8,923 5,103 Total $ 476,440 $ 119,561 $ 356,879 Nonamortized intangible assets: Goodwill $ 317,151 Mastheads 118,021 Total $ 435,172 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 June 30, 2019 , the weighted average amortization periods for amortizable intangible assets are 14.4 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 and six months ended June 30, 2019 and July 1, 2018 was $8,898 , $8,177 , $18,348 and $15,332 , respectively. Estimated future amortization expense as of June 30, 2019 , is as follows: For the following fiscal years: 2019 (six months remaining) $ 17,968 2020 35,503 2021 35,313 2022 34,363 2023 34,069 Thereafter 199,663 Total $ 356,879 The changes in the carrying amount of goodwill for the period from December 30, 2018 to June 30, 2019 are as follows: Balance at December 30, 2018, net of accumulated impairments of $25,641 $ 310,737 Goodwill acquired in business combinations 7,308 Measurement period adjustments (852 ) Goodwill of disposed publication (42 ) Balance at June 30, 2019, net of accumulated impairments of $25,641 $ 317,151 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. The Company performed its 2019 annual assessment for possible impairment of the carrying value of goodwill and indefinite-lived intangibles as of June 30, 2019. The fair value of the Company's reporting units, including Newspapers and BridgeTower, which include newspaper mastheads, were estimated using the expected present value of future cash flows, recent industry multiples and using estimates, judgments and assumptions that management believes were appropriate in the circumstances. The estimates and judgments used in the assessment included multiples for EBITDA, the weighted average cost of capital and the terminal growth rate. The Company determined that the future cash flow and industry multiple analysis provided the best estimate of the fair value of its reporting units. Key assumptions in the impairment analysis include revenue and EBITDA projections, discount rates, long-term growth rates and the effective tax rate that the Company determined to be appropriate. Revenue projections reflected slight declines in the current and next year, and revenues are expected to moderate to a terminal growth rate of 0.5% . The discount rate was 17% and the effective tax rate was 27% . The fair value of the Newspaper reporting unit exceeded the carrying value by less than 10% . The total Company’s estimate of reporting unit fair values was reconciled to its market capitalization (based upon the stock market price and fair value of debt) plus an estimated control premium. The Company uses a “relief from royalty” approach, a discounted cash flow model, to determine the fair value of its indefinite-lived intangible assets. The estimated fair value equaled or exceeded carrying value for mastheads. The fair value of mastheads exceeded carrying value by less than 10% for the central and east regions. Key assumptions within the masthead analysis included revenue projections, discount rates, royalty rates, long-term growth rates and the effective tax rate that the Company determined to be appropriate. Revenue projections reflected declines in the current and next year, and revenues are expected to moderate to a terminal growth rate of 0.5% for Newspapers and 1% for BridgeTower. Discount rates ranged from 16.5% to 17% , royalty rates ranged from 1.5% to 1.75% , and the effective tax rate was 27% . The newspaper industry and the Company have experienced declining same-store revenue and profitability over the past several years. Should general economic, market or business conditions decline and have a negative impact on estimates of future cash flow and market transaction multiples, the Company may be required to record impairment charges in the future. |
Leases
Leases | 6 Months Ended |
Jun. 30, 2019 | |
Leases [Abstract] | |
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 leases. Adoption of this standard resulted in the recording of net operating lease right-of-use assets of $102,512 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 June 30, 2019 , the Company has an additional obligation of approximately $5,122 for future payments related to operating leases that have not yet commenced. Total lease expense consists of the following: Three months ended Six months ended June 30, 2019 June 30, 2019 Operating lease expense related to right-of-use assets $ 6,678 $ 12,921 Other operating lease expense 1,827 4,213 Sublease income (641 ) (1,165 ) Total lease expense $ 7,864 $ 15,969 Supplemental information related to leases was as follows: Three months ended Six months ended June 30, 2019 June 30, 2019 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows for operating leases $ 6,311 $ 12,200 Right-of-use assets obtained in exchange for lease obligations: Operating leases $ 10,838 $ 117,495 Supplemental balance sheet information related to leases was as follows: June 30, 2019 Operating leases: Operating lease right-of-use assets, net $ 109,521 Current portion of operating lease liabilities $ 14,492 Long-term operating lease liabilities 102,431 Total operating lease liabilities $ 116,923 Weighted-average remaining lease term 8.8 years Weighted-average discount rate 10.58 % As of June 30, 2019 , maturities of lease liabilities were as follows: 2019 (six months remaining) $ 13,137 2020 24,867 2021 23,150 2022 19,921 2023 16,496 Thereafter 87,226 Total lease payments 184,797 Less: interest (67,874 ) Present value of lease liabilities $ 116,923 |
Indebtedness
Indebtedness | 6 Months Ended |
Jun. 30, 2019 | |
Debt Disclosure [Abstract] | |
Indebtedness | (7) 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 June 30, 2019 , there were outstanding borrowings against the term loan facility and revolving credit facility totaling $433,961 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 June 30, 2019 , there were $495 letters of credit issued against the revolving credit facility and 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 June 30, 2019 , the New Media Credit Agreement had a weighted average interest rate of 8.56% . 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 June 30, 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.. This debt bore interest at an annual rate of 2% and was repaid in full on April 1, 2019. Fair Value The fair value of long-term debt was estimated at $441,961 as of June 30, 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 June 30, 2019 , scheduled principal payments of outstanding debt are as follows: 2019 (six months remaining) $ 1,099 2020 4,395 2021 12,395 2022 424,072 441,961 Less: Current 3,296 Unamortized original issue discount 1,590 Deferred financing costs 2,403 Long-term debt $ 434,672 |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Jun. 30, 2019 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | (8) Related Party Transactions As of June 30, 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 June 30, 2019 . During the three and six months ended June 30, 2019 and July 1, 2018 , Fortress and its affiliates were paid $244 , $238 , $488 and $490 in dividends, respectively. The Company’s Chairman and 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. Subsequent to June 30, 2019 and in connection with entering into a agreement and plan of merger, the Company and the Manager have amended the Management Agreement, effective as of the closing of the agreement. Refer to Note 15 for further information on the amended Management Agreement. The following provides the management and incentive fees recognized and paid to the Manager for the three and six months ended June 30, 2019 and July 1, 2018 : Three months ended Six months ended June 30, 2019 July 1, 2018 June 30, 2019 July 1, 2018 Management fee expense $ 2,456 $ 2,740 $ 4,912 $ 5,107 Incentive fee expense 1,413 4,802 1,413 5,755 Management fees paid 2,456 4,179 6,167 6,836 Incentive fees paid — 953 5,220 9,327 Reimbursement for expenses 577 615 1,226 1,059 The Company had an outstanding liability for all management agreement related fees of $4,996 and $10,696 at June 30, 2019 and December 30, 2018 , respectively, included in accrued expenses. |
Income Taxes
Income Taxes | 6 Months Ended |
Jun. 30, 2019 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | (9) 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 $343 and $2,297 (excluding the minority interest) for the three and six months ended June 30, 2019 , respectively, and an income tax expense of $2,946 and $2,830 for the three and six months ended July 1, 2018 , respectively, using projected effective tax rates of approximately 27% for 2019 and 20% for 2018, 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 six months ended June 30, 2019 , a net increase to the valuation allowance of $1,264 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 six months ended June 30, 2019 , the difference between the expected tax benefit (excluding the minority interest) of $1,803 , at the statutory rate of 21% , and the recorded tax benefit of $2,297 is primarily attributable to the tax effect of the federal valuation allowance, state taxes and non-deductible expenses. |
Equity
Equity | 6 Months Ended |
Jun. 30, 2019 | |
Equity [Abstract] | |
Equity [Text Block] | (10) Equity Income (Loss) Per Share The following table sets forth the computation of basic and diluted income (loss) per share (“EPS”): Three months ended Six months ended June 30, 2019 July 1, 2018 June 30, 2019 July 1, 2018 Numerator for income (loss) per share calculation: Net income (loss) attributable to New Media $ 2,815 $ 11,706 $ (6,291 ) $ 11,041 Denominator for income (loss) per share calculation: Basic weighted average shares outstanding 60,030,748 59,279,159 59,997,891 56,106,899 Effect of dilutive securities: Stock options and restricted stock — 440,851 — 379,575 Diluted weighted average shares outstanding 60,030,748 59,720,010 59,997,891 56,486,474 The Company excluded the following securities from the computation of diluted income (loss) per share because their effect would have been antidilutive: Three months ended Six months ended June 30, 2019 July 1, 2018 June 30, 2019 July 1, 2018 Stock warrants 1,362,479 1,362,479 1,362,479 1,362,479 Stock options 2,904,811 700,000 2,904,811 700,000 Unvested restricted stock 450,271 — 450,271 — 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 and on May 20, 2019, the Board of Directors authorized a further extension through May 19, 2020. 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 June 30, 2019 2,904,811 $ 3.59 $ 13.82 6.8 $ — Exercisable at June 30, 2019 2,536,811 $ 13.66 6.5 $ — Accumulated Other Comprehensive Loss The changes in accumulated other comprehensive loss by component for the six months ended June 30, 2019 and July 1, 2018 are outlined below. Net actuarial loss and prior service cost (1) Foreign translation adjustment Total For the six months ended June 30, 2019: Balance at December 30, 2018 $ (6,881 ) $ — $ (6,881 ) Other comprehensive income before reclassifications — 3 3 Amounts reclassified from accumulated other comprehensive loss (60 ) — (60 ) Net current period other comprehensive loss, net of taxes (60 ) 3 (57 ) Balance at June 30, 2019 $ (6,941 ) $ 3 $ (6,938 ) For the six months ended July 1, 2018: Balance at December 31, 2017 $ (5,461 ) $ — $ (5,461 ) Amounts reclassified from accumulated other comprehensive loss (135 ) — (135 ) Balance at July 1, 2018 $ (5,596 ) $ — $ (5,596 ) (1) This accumulated other comprehensive loss component is included in the computation of net periodic benefit. See Note 12. The following table presents reclassifications out of accumulated other comprehensive loss for the three and six months ended June 30, 2019 and July 1, 2018 . Amounts Reclassified from Accumulated Other Comprehensive Loss Affected Line Item in the Three months ended Six months ended June 30, 2019 July 1, 2018 June 30, 2019 July 1, 2018 Amortization of unrecognized (gain) loss $ (30 ) $ (68 ) $ (60 ) $ (135 ) (1) Amounts reclassified from accumulated other comprehensive loss (30 ) (68 ) (60 ) (135 ) Income (loss) before income taxes Income tax expense — — — — Income tax (benefit) expense Amounts reclassified from accumulated other comprehensive loss, net of taxes $ (30 ) $ (68 ) $ (60 ) $ (135 ) Net income (loss) (1) This accumulated other comprehensive loss component is included in the computation of net periodic benefit. See Note 12. Dividends During the six months ended July 1, 2018 , the Company paid dividends of $0.74 per share of Common Stock of New Media. During the six months ended June 30, 2019 , the Company paid dividends of $0.76 per share of Common Stock of New Media. |
Unearned Revenues
Unearned Revenues | 6 Months Ended |
Jun. 30, 2019 | |
Revenue Recognition [Abstract] | |
Revenue Recognition Disclosure [Text Block] | (11) Unearned Revenues Changes in unearned revenue were as follows: Circulation Advertising Other Total Six months ended June 30, 2019 Balance at December 30, 2018 $ 82,645 $ 9,107 $ 13,435 $ 105,187 Acquired deferred revenues 6,378 — 917 7,295 Cash receipts, net of refunds 213,078 17,296 31,324 261,698 Revenue recognized (217,500 ) (16,114 ) (27,307 ) (260,921 ) Balance at June 30, 2019 $ 84,601 $ 10,289 $ 18,369 $ 113,259 Six months ended July 1, 2018 Balance at December 31, 2017 $ 73,874 $ 6,615 $ 7,675 $ 88,164 Acquired deferred revenues 14,654 312 1,724 16,690 Cash receipts, net of refunds 179,210 13,455 18,123 210,788 Revenue recognized (183,769 ) (11,653 ) (14,650 ) (210,072 ) Balance at July 1, 2018 $ 83,969 $ 8,729 $ 12,872 $ 105,570 The Company records deferred revenue when cash payments are received in advance of the Company’s performance. The most significant unsatisfied performance obligation is the delivery of publications to subscription customers. The Company expects to recognize the revenue related to unsatisfied performance obligations over the next three to twelve months in accordance with the terms of the subscriptions. The increase in deferred revenue balance for the six months ended June 30, 2019 is primarily driven by acquisitions and the timing of company-sponsored events. |
Pension and Postretirement Bene
Pension and Postretirement Benefits | 6 Months Ended |
Jun. 30, 2019 | |
Retirement Benefits [Abstract] | |
Pension and Postretirement Benefits | (12) 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 and six months ended June 30, 2019 and July 1, 2018 : Three months ended Six months ended June 30, 2019 July 1, 2018 June 30, 2019 July 1, 2018 Components of net periodic benefit: Service cost $ 159 $ 150 $ 317 $ 300 Interest cost 736 700 1,473 1,400 Expected return on plan assets (967 ) (1,062 ) (1,934 ) (2,124 ) Amortization of unrecognized loss 39 68 78 135 Net periodic benefit $ (33 ) $ (144 ) $ (66 ) $ (289 ) The service cost component of net periodic benefit 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 and six months ended June 30, 2019 , the Company paid $288 and $400 into the pension plans, respectively. The Company expects to pay an additional $652 in employer contributions to the pension plans during the remainder of 2019 . |
Fair Value Measurement
Fair Value Measurement | 6 Months Ended |
Jun. 30, 2019 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurement | (13) 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 June 30, 2019 Assets Cash and cash equivalents $ 20,029 $ — $ — $ 20,029 Restricted cash 3,155 — — 3,155 Total $ 23,184 $ — $ — $ 23,184 Liabilities Contingent consideration $ — $ — $ 1,963 $ 1,963 Redeemable noncontrolling interests $ — $ — $ 1,098 $ 1,098 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 is 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: Six months ended Year Ended June 30, 2019 December 30, 2018 Beginning balance $ 1,547 $ — Purchases (1) — 1,636 Net loss (449 ) (89 ) Ending balance $ 1,098 $ 1,547 (1) Refer to Note 2. 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. Refer to Note 7 for the discussion on the fair value of the Company’s total long-term debt. |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | (14) 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 $3,155 and $4,119 at June 30, 2019 and December 30, 2018 , respectively, was primarily held as cash collateral for certain business operations. |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2019 | |
Subsequent Events [Abstract] | |
Subsequent Events | (15) Subsequent Events Agreement and Plan of Merger with Gannett On August 5, 2019, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) to acquire Gannett Co., Inc. (“Gannett”) in a cash and stock transaction for $12.06 per share of Gannett common stock, or approximately $1,400,000 at the date of the announcement (the “Merger”). Each share of Gannett common stock will be exchanged for $6.25 per share in cash and 0.5427 shares of the Company’s common stock. Subject to the terms, carve-outs and conditions of the Merger Agreement, at the effective time of the Merger, Gannett shareholders will own approximately 49.5% of the Company’s common stock on a fully-diluted basis based on the number of the Company’s shares then outstanding. The Company expects that the cash portion of the purchase price will be financed with new debt and cash on hand. As further discussed below, the Company has a commitment for the Merger financing. Gannett is an innovative, digitally focused media and marketing solutions company committed to fostering the communities in their network and helping them build relationships with their local businesses. Gannett owns ReachLocal, Inc., a digital marketing solutions company, the USA TODAY NETWORK (made up of USA TODAY and 109 local media organizations in 34 states in the U.S. and Guam, including digital sites and affiliates), and Newsquest (a wholly-owned subsidiary operating in the United Kingdom with more than 150 local media brands). Consummation of the Merger Agreement is subject to certain closing conditions, including approval by Gannett’s and the Company’s stockholders (in the case of the Company’s stockholder approval disregarding any shares held by certain affiliates of Fortress) and is subject to review by the U.S. Department of Justice and the European Commission. The Merger Agreement does not contain a financing condition. The Merger is expected to close before December 31, 2019, although there can be no assurance that the Merger will occur by such date. Either party may terminate the Merger Agreement if the Merger is not consummated within six months of the execution of the Merger Agreement, subject to an automatic three-month extension if necessary to obtain regulatory approvals. Financing Commitment On August 5, 2019, in connection with entering into the Merger Agreement, the Company has entered into a commitment letter (the "Commitment Letter") with Apollo Capital Management, L.P. (“Apollo”) to provide a $1,792,000 first lien term loan facility (the "Acquisition Credit Facility") to fund the cash portion of the Merger consideration, refinance the existing indebtedness of both the Company and Gannett, pay fees and expenses in connection with the Merger, and to the extent of any remaining proceeds, finance ongoing working capital and other general corporate needs. The Acquisition Credit Facility will bear a fixed interest rate of 11.5% , subject to a one-year step-up of 50 basis points in the event that the closing of the Merger occurs more than six months following the date of the Commitment Letter. The Acquisition Credit Facility will have a five- year term and will be freely pre-payable without penalty. Under the terms of the Commitment Letter and its accompanying Fee Letter, the Company will pay fees of 6.5% of the principal amount of the financing at closing. The Acquisition Credit Facility is subject to negotiation of a mutually acceptable credit or loan agreement and other mutually acceptable definitive documentation, which will include certain representations and warranties, affirmative and negative covenants, financial covenants, events of default and collateral and guarantee agreements that are customarily required for similar financings. Additionally, Apollo’s obligation to provide the financing is subject to the satisfaction of specified conditions, including that the Company must have at least $40,000 (on a combined company basis) of unrestricted cash at closing, and the accuracy of specified representations. The documentation governing the Acquisition Credit Facility has not been finalized and, accordingly, the actual terms may differ from the description in the foregoing summary of the Commitment Letter. Amended Management Agreement On August 5, 2019, in connection with the execution of the Merger Agreement, the Company and the Manager entered into the Amended and Restated Management and Advisory Agreement (the "Amended Management Agreement"). Effective upon the consummation of the Merger, the Amended Management Agreement will replace the existing Amended and Restated Management and Advisory Agreement, dated as of February 14, 2014, between the Company and the Manager. The Amended Management Agreement (i) establishes a termination date for the Manager’s services of December 31, 2021, in lieu of annual renewals of the term; (ii) reduces the “incentive fee” payable under the Amended Management Agreement for the remainder of the term; (iii) reduces by 50% the number of options that would otherwise be issuable in connection with the issuance of shares as consideration for the Merger, and imposes a premium on the exercise price; (iv) eliminates the Manager’s right to receive options in connection with future equity raises by the Company; and (v) eliminates certain payments otherwise due at or after the end of the term of the prior management agreement. In connection with entering into the Amended Management Agreement and the occurrence of the Effective Time, the Company will issue to the Manager 4,205,607 shares of Company Common Stock. The Manager is restricted from selling these shares until the expiration of the Amended Management Agreement, or otherwise upon a change in control and certain other extraordinary events. The Company will also grant to the Manager options to acquire 3,163,265 shares of Company Common Stock. These options will have an exercise price of $15.50 and become exercisable upon the first trading day immediately following the first 20 consecutive trading day period in which the closing price of the Company Common Stock (on its principal U.S. national securities exchange) is at or above $20 per share (subject to adjustment), and also upon a change in control and certain other extraordinary events. Upon expiration of the term of the Amended Management Agreement, the Manager will cease providing external management services to the Company, and the Manager will no longer be the employer of the person serving in the role of Chief Executive Officer of the combined company. Dividends On August 5, 2019, the Company announced a second 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 August 28, 2019 , to shareholders of record as of the close of business on August 20, 2019 . |
Unaudited Financial Statements
Unaudited Financial Statements (Policies) | 6 Months Ended |
Jun. 30, 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. All other issued and not yet effective accounting standards are not relevant to the Company. |
Leases (Policies)
Leases (Policies) | 6 Months Ended |
Jun. 30, 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 leases. Adoption of this standard resulted in the recording of net operating lease right-of-use assets of $102,512 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) | 6 Months Ended |
Jun. 30, 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 $ 6,684 Property, plant and equipment 20,062 Noncompete agreements 280 Advertiser relationships 2,540 Subscriber relationships 1,560 Customer relationships 1,380 Software 140 Trade names 299 Mastheads 2,860 Goodwill 7,308 Total assets 43,113 Current liabilities assumed 7,390 Total liabilities 7,390 Net assets $ 35,723 |
Share-Based Compensation (Table
Share-Based Compensation (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Share-based Payment Arrangement [Abstract] | |
RSG Activity | RSG activity during the six months ended June 30, 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 (162,309 ) 15.90 Forfeited (70,093 ) 15.27 Unvested at June 30, 2019 450,271 $ 14.69 |
Restructuring (Tables)
Restructuring (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Restructuring and Related Activities [Abstract] | |
Restructuring Program Activity | The activity in accrued restructuring costs for the six months ended June 30, 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 6,293 1,049 7,342 Cash payments (5,660 ) (801 ) (6,461 ) Balance at June 30, 2019 $ 3,187 $ 594 $ 3,781 (1) Other costs primarily include costs to consolidate operations. |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Goodwill and Intangible Assets | Goodwill and intangible assets consisted of the following: June 30, 2019 Gross carrying amount Accumulated amortization Net carrying amount Amortized intangible assets: Advertiser relationships $ 261,452 $ 62,398 $ 199,054 Customer relationships 45,860 10,936 34,924 Subscriber relationships 155,102 37,304 117,798 Other intangible assets 14,026 8,923 5,103 Total $ 476,440 $ 119,561 $ 356,879 Nonamortized intangible assets: Goodwill $ 317,151 Mastheads 118,021 Total $ 435,172 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 June 30, 2019 , is as follows: For the following fiscal years: 2019 (six months remaining) $ 17,968 2020 35,503 2021 35,313 2022 34,363 2023 34,069 Thereafter 199,663 Total $ 356,879 |
Summary of the Change in Goodwill | The changes in the carrying amount of goodwill for the period from December 30, 2018 to June 30, 2019 are as follows: Balance at December 30, 2018, net of accumulated impairments of $25,641 $ 310,737 Goodwill acquired in business combinations 7,308 Measurement period adjustments (852 ) Goodwill of disposed publication (42 ) Balance at June 30, 2019, net of accumulated impairments of $25,641 $ 317,151 |
Leases (Tables)
Leases (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Leases [Abstract] | |
Lease expense | Total lease expense consists of the following: Three months ended Six months ended June 30, 2019 June 30, 2019 Operating lease expense related to right-of-use assets $ 6,678 $ 12,921 Other operating lease expense 1,827 4,213 Sublease income (641 ) (1,165 ) Total lease expense $ 7,864 $ 15,969 |
Supplemental Information | Supplemental information related to leases was as follows: Three months ended Six months ended June 30, 2019 June 30, 2019 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows for operating leases $ 6,311 $ 12,200 Right-of-use assets obtained in exchange for lease obligations: Operating leases $ 10,838 $ 117,495 |
Supplemental Balance Sheet Information | Supplemental balance sheet information related to leases was as follows: June 30, 2019 Operating leases: Operating lease right-of-use assets, net $ 109,521 Current portion of operating lease liabilities $ 14,492 Long-term operating lease liabilities 102,431 Total operating lease liabilities $ 116,923 Weighted-average remaining lease term 8.8 years Weighted-average discount rate 10.58 % |
Future minimum rents | As of June 30, 2019 , maturities of lease liabilities were as follows: 2019 (six months remaining) $ 13,137 2020 24,867 2021 23,150 2022 19,921 2023 16,496 Thereafter 87,226 Total lease payments 184,797 Less: interest (67,874 ) Present value of lease liabilities $ 116,923 |
Indebtedness (Tables)
Indebtedness (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Debt Disclosure [Abstract] | |
Schedule of Principal Payments of Outstanding Debt | As of June 30, 2019 , scheduled principal payments of outstanding debt are as follows: 2019 (six months remaining) $ 1,099 2020 4,395 2021 12,395 2022 424,072 441,961 Less: Current 3,296 Unamortized original issue discount 1,590 Deferred financing costs 2,403 Long-term debt $ 434,672 |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 6 Months Ended |
Jun. 30, 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 and six months ended June 30, 2019 and July 1, 2018 : Three months ended Six months ended June 30, 2019 July 1, 2018 June 30, 2019 July 1, 2018 Management fee expense $ 2,456 $ 2,740 $ 4,912 $ 5,107 Incentive fee expense 1,413 4,802 1,413 5,755 Management fees paid 2,456 4,179 6,167 6,836 Incentive fees paid — 953 5,220 9,327 Reimbursement for expenses 577 615 1,226 1,059 |
Equity (Tables)
Equity (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Equity [Abstract] | |
Schedule of Computation of Basic and Diluted Loss Per Share | The following table sets forth the computation of basic and diluted income (loss) per share (“EPS”): Three months ended Six months ended June 30, 2019 July 1, 2018 June 30, 2019 July 1, 2018 Numerator for income (loss) per share calculation: Net income (loss) attributable to New Media $ 2,815 $ 11,706 $ (6,291 ) $ 11,041 Denominator for income (loss) per share calculation: Basic weighted average shares outstanding 60,030,748 59,279,159 59,997,891 56,106,899 Effect of dilutive securities: Stock options and restricted stock — 440,851 — 379,575 Diluted weighted average shares outstanding 60,030,748 59,720,010 59,997,891 56,486,474 |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | The Company excluded the following securities from the computation of diluted income (loss) per share because their effect would have been antidilutive: Three months ended Six months ended June 30, 2019 July 1, 2018 June 30, 2019 July 1, 2018 Stock warrants 1,362,479 1,362,479 1,362,479 1,362,479 Stock options 2,904,811 700,000 2,904,811 700,000 Unvested restricted stock 450,271 — 450,271 — |
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 June 30, 2019 2,904,811 $ 3.59 $ 13.82 6.8 $ — Exercisable at June 30, 2019 2,536,811 $ 13.66 6.5 $ — |
Reclassification out of Accumulated Other Comprehensive Income (Loss) [Table Text Block] | The changes in accumulated other comprehensive loss by component for the six months ended June 30, 2019 and July 1, 2018 are outlined below. Net actuarial loss and prior service cost (1) Foreign translation adjustment Total For the six months ended June 30, 2019: Balance at December 30, 2018 $ (6,881 ) $ — $ (6,881 ) Other comprehensive income before reclassifications — 3 3 Amounts reclassified from accumulated other comprehensive loss (60 ) — (60 ) Net current period other comprehensive loss, net of taxes (60 ) 3 (57 ) Balance at June 30, 2019 $ (6,941 ) $ 3 $ (6,938 ) For the six months ended July 1, 2018: Balance at December 31, 2017 $ (5,461 ) $ — $ (5,461 ) Amounts reclassified from accumulated other comprehensive loss (135 ) — (135 ) Balance at July 1, 2018 $ (5,596 ) $ — $ (5,596 ) (1) This accumulated other comprehensive loss component is included in the computation of net periodic benefit. See Note 12. |
Schedule of Accumulated Other Comprehensive Income (Loss) [Table Text Block] | The following table presents reclassifications out of accumulated other comprehensive loss for the three and six months ended June 30, 2019 and July 1, 2018 . Amounts Reclassified from Accumulated Other Comprehensive Loss Affected Line Item in the Three months ended Six months ended June 30, 2019 July 1, 2018 June 30, 2019 July 1, 2018 Amortization of unrecognized (gain) loss $ (30 ) $ (68 ) $ (60 ) $ (135 ) (1) Amounts reclassified from accumulated other comprehensive loss (30 ) (68 ) (60 ) (135 ) Income (loss) before income taxes Income tax expense — — — — Income tax (benefit) expense Amounts reclassified from accumulated other comprehensive loss, net of taxes $ (30 ) $ (68 ) $ (60 ) $ (135 ) Net income (loss) (1) This accumulated other comprehensive loss component is included in the computation of net periodic benefit. See Note 12. |
Unearned Revenues Unearned Reve
Unearned Revenues Unearned Revenues (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Unearned Revenue [Abstract] | |
Contract with Customer, Asset and Liability [Table Text Block] | Changes in unearned revenue were as follows: Circulation Advertising Other Total Six months ended June 30, 2019 Balance at December 30, 2018 $ 82,645 $ 9,107 $ 13,435 $ 105,187 Acquired deferred revenues 6,378 — 917 7,295 Cash receipts, net of refunds 213,078 17,296 31,324 261,698 Revenue recognized (217,500 ) (16,114 ) (27,307 ) (260,921 ) Balance at June 30, 2019 $ 84,601 $ 10,289 $ 18,369 $ 113,259 Six months ended July 1, 2018 Balance at December 31, 2017 $ 73,874 $ 6,615 $ 7,675 $ 88,164 Acquired deferred revenues 14,654 312 1,724 16,690 Cash receipts, net of refunds 179,210 13,455 18,123 210,788 Revenue recognized (183,769 ) (11,653 ) (14,650 ) (210,072 ) Balance at July 1, 2018 $ 83,969 $ 8,729 $ 12,872 $ 105,570 |
Pension and Postretirement Be_2
Pension and Postretirement Benefits (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Retirement Benefits [Abstract] | |
Pension and Postretirement Net Periodic Benefit Costs | The following provides information on the pension plans for the three and six months ended June 30, 2019 and July 1, 2018 : Three months ended Six months ended June 30, 2019 July 1, 2018 June 30, 2019 July 1, 2018 Components of net periodic benefit: Service cost $ 159 $ 150 $ 317 $ 300 Interest cost 736 700 1,473 1,400 Expected return on plan assets (967 ) (1,062 ) (1,934 ) (2,124 ) Amortization of unrecognized loss 39 68 78 135 Net periodic benefit $ (33 ) $ (144 ) $ (66 ) $ (289 ) |
Fair Value Measurement (Tables)
Fair Value Measurement (Tables) | 6 Months Ended |
Jun. 30, 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 June 30, 2019 Assets Cash and cash equivalents $ 20,029 $ — $ — $ 20,029 Restricted cash 3,155 — — 3,155 Total $ 23,184 $ — $ — $ 23,184 Liabilities Contingent consideration $ — $ — $ 1,963 $ 1,963 Redeemable noncontrolling interests $ — $ — $ 1,098 $ 1,098 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: Six months ended Year Ended June 30, 2019 December 30, 2018 Beginning balance $ 1,547 $ — Purchases (1) — 1,636 Net loss (449 ) (89 ) Ending balance $ 1,098 $ 1,547 |
Unaudited Financial Statement_2
Unaudited Financial Statements - Additional Information (Details) | 6 Months Ended |
Jun. 30, 2019segment | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Number of reportable segments | 1 |
Acquisitions - Additional Info
Acquisitions - Additional Information (Details) $ in Thousands | 6 Months Ended |
Jun. 30, 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 |
Number of event businesses acquired | 3 |
Aggregate purchase price | $ 35,723 |
Noncontrolling interest, the Company's ownership percent | 80.00% |
Noncontrolling interest, noncontrolling owners ownership percent | 20.00% |
Acquisition related costs recognized in selling, general, and administrative expense | $ 765 |
Goodwill expected to be tax deductible | $ 7,003 |
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 | $ 205,785 |
Increase (decrease) in net assets acquired | 65 |
Increase (decrease) in current assets acquired | (267) |
Increase (decrease) in Goodwill acquired | (847) |
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 | Jun. 30, 2019 | Dec. 30, 2018 |
Business Acquisition [Line Items] | ||
Goodwill | $ 317,151 | $ 310,737 |
2019 Acquisitions [Member] | ||
Business Acquisition [Line Items] | ||
Current assets | 6,684 | |
Property, plant and equipment | 20,062 | |
Noncompete agreements | 280 | |
Advertiser relationships | 2,540 | |
Subscriber relationships | 1,560 | |
Customer relationships | 1,380 | |
Software | 140 | |
Trade names | 299 | |
Mastheads | 2,860 | |
Goodwill | 7,308 | |
Total assets | 43,113 | |
Current liabilities | 7,390 | |
Total liabilities | 7,390 | |
Net assets | $ 35,723 |
Share-Based Compensation - Addi
Share-Based Compensation - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jul. 01, 2018 | Jun. 30, 2019 | Jul. 01, 2018 | |
Share-based Compensation Costs [Abstract] | ||||
Non-cash compensation expense | $ 707 | $ 669 | $ 1,843 | $ 1,832 |
Compensation cost not yet recognized related to non-vested awards | 5,592 | $ 5,592 | ||
Compensation cost not yet recognized related to non-vested awards, weighted average recognition period | 2 years 2 months 8 days | |||
Aggregate intrinsic value of unvested RSGs | $ 4,251 | $ 4,251 |
Share-Based Compensation - Summ
Share-Based Compensation - Summary of RSG Activity (Details) | 6 Months Ended |
Jun. 30, 2019$ / sharesshares | |
Number of RSGs | |
Unvested RSGs, beginning balance (in shares) | shares | 384,471 |
Granted (in shares) | shares | 298,202 |
Vested (in shares) | shares | (162,309) |
Forfeited (in shares) | shares | (70,093) |
Unvested RSGs, ending balance (in shares) | shares | 450,271 |
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 | 15.90 |
Forfeited (in dollars per share) | $ / shares | 15.27 |
Unvested RSGs, ending balance, weighted average grant date fair value (in dollars per share) | $ / shares | $ 14.69 |
Restructuring - Summary of Info
Restructuring - Summary of Information Related to Restructuring Program Activity (Details) $ in Thousands | 6 Months Ended |
Jun. 30, 2019USD ($) | |
Restructuring Reserve [Roll Forward] | |
Restructuring reserve, beginning balance | $ 2,900 |
Restructuring provision included in Integration and Reorganization | 7,342 |
Cash payments | (6,461) |
Restructuring reserve, ending balance | 3,781 |
Severance and Related Costs [Member] | |
Restructuring Reserve [Roll Forward] | |
Restructuring reserve, beginning balance | 2,554 |
Restructuring provision included in Integration and Reorganization | 6,293 |
Cash payments | (5,660) |
Restructuring reserve, ending balance | 3,187 |
Other Costs [Member] | |
Restructuring Reserve [Roll Forward] | |
Restructuring reserve, beginning balance | 346 |
Restructuring provision included in Integration and Reorganization | 1,049 |
Cash payments | (801) |
Restructuring reserve, ending balance | $ 594 |
Restructuring - Additional Info
Restructuring - Additional Information (Details) $ in Thousands | 6 Months Ended |
Jun. 30, 2019USD ($) | |
Restructuring [Abstract] | |
Number of ceased print publications | 3 |
Number of ceased print facilities | 9 |
Impairment of retired equipment | $ 2,469 |
Loss on disposal of retired equipment | 168 |
Loss on disposal of intangible assets | 405 |
Accelerated depreciation | $ 2,636 |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2019 | Dec. 30, 2018 | |
Schedule Finite-Lived and Indefinite Lived Intangible Assets [Line Items] | ||
Gross carrying amount | $ 476,440 | $ 471,741 |
Accumulated amortization | 119,561 | 101,543 |
Net carrying amount | 356,879 | 370,198 |
Goodwill and nonamortized intangible assets | $ 435,172 | 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 | $ 317,151 | 310,737 |
Mastheads [Member] | ||
Schedule Finite-Lived and Indefinite Lived Intangible Assets [Line Items] | ||
Gross carrying amount | 118,021 | 115,856 |
Advertiser relationships [Member] | ||
Schedule Finite-Lived and Indefinite Lived Intangible Assets [Line Items] | ||
Gross carrying amount | 261,452 | 260,142 |
Accumulated amortization | 62,398 | 53,477 |
Net carrying amount | $ 199,054 | 206,665 |
Weighted average amortization period (in years) | 14 years 4 months 24 days | |
Customer relationships [Member] | ||
Schedule Finite-Lived and Indefinite Lived Intangible Assets [Line Items] | ||
Gross carrying amount | $ 45,860 | 44,630 |
Accumulated amortization | 10,936 | 8,704 |
Net carrying amount | $ 34,924 | 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 | $ 155,102 | 153,923 |
Accumulated amortization | 37,304 | 31,560 |
Net carrying amount | $ 117,798 | 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 | $ 14,026 | 13,046 |
Accumulated amortization | 8,923 | 7,802 |
Net carrying amount | $ 5,103 | $ 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 | 6 Months Ended | |||
Jun. 30, 2019 | Jul. 01, 2018 | Jun. 30, 2019 | Jul. 01, 2018 | Dec. 30, 2018 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |||||
Amortization expense, intangible assets | $ 8,898 | $ 8,177 | $ 18,348 | $ 15,332 | |
Estimated Future Amortization Expense [Abstract] | |||||
2019 (six months remaining) | 17,968 | 17,968 | |||
2020 | 35,503 | 35,503 | |||
2021 | 35,313 | 35,313 | |||
2022 | 34,363 | 34,363 | |||
2023 | 34,069 | 34,069 | |||
Thereafter | 199,663 | 199,663 | |||
Net carrying amount | $ 356,879 | $ 356,879 | $ 370,198 |
Goodwill and Intangible Asset_4
Goodwill and Intangible Assets - Goodwill Rollforward (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 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 | 7,308 | |
Measurement period adjustments | (852) | |
Goodwill from disposal | (42) | |
Goodwill, ending balance | $ 317,151 |
Goodwill and Intangible Asset_5
Goodwill and Intangible Assets - Additional Information (Details) | 6 Months Ended | |
Jun. 30, 2019 | Jul. 01, 2018 | |
Schedule Finite-Lived and Indefinite Lived Intangible Assets [Line Items] | ||
Effective tax rate | 27.00% | 20.00% |
Goodwill [Member] | ||
Schedule Finite-Lived and Indefinite Lived Intangible Assets [Line Items] | ||
Fair value exceeds carrying value, percent (less than) | 10.00% | |
Revenue growth rate | 0.50% | |
Discount rate | 17.00% | |
Effective tax rate | 27.00% | |
Mastheads [Member] | ||
Schedule Finite-Lived and Indefinite Lived Intangible Assets [Line Items] | ||
Fair value exceeds carrying value, percent (less than) | 10.00% | |
Discount rates, low range | 16.50% | |
Discount rates, high range | 17.00% | |
Royalty rate, low | 1.50% | |
Royalty rate, high | 1.75% | |
Effective tax rate | 27.00% | |
Mastheads [Member] | Newspapers [Member] | ||
Schedule Finite-Lived and Indefinite Lived Intangible Assets [Line Items] | ||
Revenue growth rate | 0.50% | |
Mastheads [Member] | BridgeTower [Member] | ||
Schedule Finite-Lived and Indefinite Lived Intangible Assets [Line Items] | ||
Revenue growth rate | 1.00% |
Leases (Details)
Leases (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |
Jun. 30, 2019 | Jun. 30, 2019 | Dec. 30, 2018 | |
Leases [Abstract] | |||
Operating cash flows for operating leases | $ 6,311 | $ 12,200 | |
Right-of-use assets obtained in exchange for lease obligations, operating leases | 10,838 | 117,495 | |
Operating lease right-of-use assets | 109,521 | 109,521 | $ 0 |
Current portion of operating lease liabilities | 14,492 | 14,492 | 0 |
Long-term operating lease liabilities | $ 102,431 | 102,431 | $ 0 |
Total operating lease liabilities | $ 116,923 | ||
Weighted-average remaining lease term | 8 years 9 months 18 days | 8 years 9 months 18 days | |
Weighted-average discount rate | 10.58% | 10.58% |
Leases Leases - Components of L
Leases Leases - Components of Lease Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended |
Jun. 30, 2019 | Jun. 30, 2019 | |
Leases [Abstract] | ||
Operating lease expense related to right-of-use assets | $ 6,678 | $ 12,921 |
Other operating lease expense | 1,827 | 4,213 |
Sublease income | (641) | (1,165) |
Total lease expense | $ 7,864 | $ 15,969 |
Leases - Future Minimum Lease P
Leases - Future Minimum Lease Payments (Details) $ in Thousands | Jun. 30, 2019USD ($) |
Leases [Abstract] | |
2019 (six months remaining) | $ 13,137 |
2020 | 24,867 |
2021 | 23,150 |
2022 | 19,921 |
2023 | 16,496 |
Thereafter | 87,226 |
Total lease payments | 184,797 |
Less: interest | (67,874) |
Present value of lease liabilities | $ 116,923 |
Leases - Additional Information
Leases - Additional Information (Details) $ in Thousands | 6 Months Ended |
Jun. 30, 2019USD ($) | |
Leases [Abstract] | |
Affect of ASC 842 on Net Assets | $ 102,512 |
Affect of ASC 842 on Liabilities | 109,230 |
Future operating lease payments that have not commenced | $ 5,122 |
Indebtedness - Additional Infor
Indebtedness - Additional Information (Details) $ in Thousands | 6 Months Ended | |||
Jun. 30, 2019USD ($) | Dec. 30, 2018USD ($) | Jul. 14, 2017 | Jan. 09, 2015USD ($) | |
Credit Facility [Line Items] | ||||
Debt outstanding | $ 441,961 | |||
Long-term debt | 434,672 | $ 428,180 | ||
New Media Credit Agreement [Member] | ||||
Credit Facility [Line Items] | ||||
Maximum borrowing amount | $ 40,000 | |||
Weighted average interest rate | 8.56% | |||
Debt covenant - maximum fixed charge coverage ratio | 3.25 | |||
Fair value of long-term debt | $ 441,961 | |||
New Media Credit Agreement [Member] | Term Loan Facility [Member] | ||||
Credit Facility [Line Items] | ||||
Debt outstanding | $ 433,961 | 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] | ||||
Fixed interest rate | 2.00% | |||
Debt, principal amount | $ 8,000 |
Indebtedness - Outstanding Debt
Indebtedness - Outstanding Debt Payment Schedule (Details) - USD ($) $ in Thousands | Jun. 30, 2019 | Dec. 30, 2018 |
Debt Disclosure [Abstract] | ||
2019 (six months remaining) | $ 1,099 | |
2020 | 4,395 | |
2021 | 12,395 | |
2022 | 424,072 | |
Total outstanding debt | 441,961 | |
Current | 3,296 | $ 12,395 |
Unamortized original issue discount | 1,590 | |
Deferred financing costs | 2,403 | |
Long-term debt | $ 434,672 | $ 428,180 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2019 | Jul. 01, 2018 | Jun. 30, 2019 | Jul. 01, 2018 | Dec. 30, 2018 | |
Related Party Transaction [Line Items] | |||||
Management fee expense | $ 2,456 | $ 2,740 | $ 4,912 | $ 5,107 | |
Incentive compensation fee expense | 1,413 | 4,802 | 1,413 | 5,755 | |
Management fees paid | 2,456 | 4,179 | 6,167 | 6,836 | |
Incentive fees paid | 0 | 953 | 5,220 | 9,327 | |
Reimbursement for expenses | 577 | 615 | 1,226 | 1,059 | |
Management agreement related fees liability | 4,996 | $ 4,996 | $ 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 | $ 238 | $ 488 | $ 490 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jul. 01, 2018 | Jun. 30, 2019 | Jul. 01, 2018 | |
Income Tax Disclosure [Abstract] | ||||
Income tax (benefit) expense | $ (343) | $ 2,946 | $ (2,297) | $ 2,830 |
Net increase to the valuation allowance | $ 1,264 | |||
Federal tax rate | 21.00% | |||
Expected tax expense | $ 1,803 | |||
Effective tax rate | 27.00% | 20.00% |
Equity (Details)
Equity (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jul. 01, 2018 | Jun. 30, 2019 | Jul. 01, 2018 | |
Equity [Abstract] | ||||
Net income (loss) attributable to New Media | $ 2,815 | $ 11,706 | $ (6,291) | $ 11,041 |
Denominator for income (loss) per share calculation: | ||||
Basic weighted average shares outstanding (shares) | 60,030,748 | 59,279,159 | 59,997,891 | 56,106,899 |
Effect of dilutive securities: | ||||
Stock Options and Restricted Stock (shares) | 0 | 440,851 | 0 | 379,575 |
Diluted weighted average shares outstanding (shares) | 60,030,748 | 59,720,010 | 59,997,891 | 56,486,474 |
Equity - Additional Informatio
Equity - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | 6 Months Ended | ||||
May 28, 2017 | Jun. 30, 2019 | Jul. 01, 2018 | Jun. 30, 2019 | Jul. 01, 2018 | Dec. 30, 2018 | May 17, 2017 | |
Class of Stock [Line Items] | |||||||
Proceeds from public offering | $ 0 | $ 111,099 | |||||
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) | $ 0.76 | $ 0.74 | $ 0.76 | $ 0.74 | |||
Common stock, par value (in dollars per share) | $ 0.01 | $ 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 | 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 | 450,271 | 0 | 450,271 | 0 | |||
Stock Options [Member] | |||||||
Class of Stock [Line Items] | |||||||
Antidilutive securities excluded from computation of income (loss) per share | 2,904,811 | 700,000 | 2,904,811 | 700,000 | |||
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 | $ 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 | 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 | 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 | $ 14.96 | $ 16.45 |
Equity - Summary of Option Acti
Equity - Summary of Option Activity (Details) - USD ($) $ / shares in Units, $ in Thousands | 6 Months Ended | 12 Months Ended |
Jun. 30, 2019 | Dec. 30, 2018 | |
Number of Options | ||
Options outstanding, beginning balance (in shares) | 2,904,811 | |
Options outstanding, ending balance (in shares) | 2,904,811 | 2,904,811 |
Exercisable (in shares) | 2,536,811 | |
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 | $ 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 | $ 15.31 |
Exercisable, weighted-average exercise price, ending balance (in dollars per share) | $ 13.66 | |
Weighted-Average Remaining Contractual Term (Years) | ||
Outstanding, weighted-average remaining contractual term (years) | 6 years 9 months 18 days | 7 years 3 months 18 days |
Exercisable, weighted-average remaining contractual term (years) | 6 years 6 months | |
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 | 6 Months Ended | |
Jun. 30, 2019 | Jul. 01, 2018 | |
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||
Accumulated other comprehensive loss, beginning balance | $ (6,881) | $ (5,461) |
Other comprehensive income before reclassifications | 3 | |
Amounts reclassified from accumulated other comprehensive loss | (60) | (135) |
Net current period other comprehensive loss, net of taxes | (57) | |
Accumulated other comprehensive loss, ending balance | (6,938) | (5,596) |
Net actuarial loss [Member] | ||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||
Accumulated other comprehensive loss, beginning balance | (6,881) | (5,461) |
Other comprehensive income before reclassifications | 0 | |
Amounts reclassified from accumulated other comprehensive loss | (60) | (135) |
Net current period other comprehensive loss, net of taxes | (60) | |
Accumulated other comprehensive loss, ending balance | (6,941) | (5,596) |
Foreign Translation Adjustment [Member] | ||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||
Accumulated other comprehensive loss, beginning balance | 0 | 0 |
Other comprehensive income before reclassifications | 3 | |
Amounts reclassified from accumulated other comprehensive loss | 0 | 0 |
Net current period other comprehensive loss, net of taxes | 3 | |
Accumulated other comprehensive loss, ending balance | $ 3 | $ 0 |
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 | 6 Months Ended | ||
Jun. 30, 2019 | Jul. 01, 2018 | Jun. 30, 2019 | Jul. 01, 2018 | |
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items] | ||||
Amortization of unrecognized (gain) loss | $ (30) | $ (68) | $ (60) | $ (135) |
Amounts reclassified from accumulated other comprehensive loss | (30) | (68) | (60) | (135) |
Income tax expense | 0 | 0 | 0 | 0 |
Amounts reclassified from accumulated other comprehensive loss, net of taxes | $ (30) | $ (68) | $ (60) | $ (135) |
Unearned Revenues (Details)
Unearned Revenues (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2019 | Jul. 01, 2018 | |
Beginning balance | $ 105,187 | $ 88,164 |
Acquired deferred revenues | 7,295 | 16,690 |
Cash receipts, net of refunds | 261,698 | 210,788 |
Revenue recognized | (260,921) | (210,072) |
Ending balance | 113,259 | 105,570 |
Circulation [Member] | ||
Beginning balance | 82,645 | 73,874 |
Acquired deferred revenues | 6,378 | 14,654 |
Cash receipts, net of refunds | 213,078 | 179,210 |
Revenue recognized | (217,500) | (183,769) |
Ending balance | 84,601 | 83,969 |
Advertising [Member] | ||
Beginning balance | 9,107 | 6,615 |
Acquired deferred revenues | 0 | 312 |
Cash receipts, net of refunds | 17,296 | 13,455 |
Revenue recognized | (16,114) | (11,653) |
Ending balance | 10,289 | 8,729 |
Other [Member] | ||
Beginning balance | 13,435 | 7,675 |
Acquired deferred revenues | 917 | 1,724 |
Cash receipts, net of refunds | 31,324 | 18,123 |
Revenue recognized | (27,307) | (14,650) |
Ending balance | $ 18,369 | $ 12,872 |
Pension and Postretirement Be_3
Pension and Postretirement Benefits (Details) - Pension [Member] $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019USD ($)plan | Jul. 01, 2018USD ($) | Jun. 30, 2019USD ($)plan | Jul. 01, 2018USD ($) | |
Defined Benefit Plan Disclosure [Line Items] | ||||
Number of pension plans | plan | 2 | 2 | ||
Components of net periodic benefit: | ||||
Service cost | $ 159 | $ 150 | $ 317 | $ 300 |
Interest cost | 736 | 700 | 1,473 | 1,400 |
Expected return on plan assets | (967) | (1,062) | (1,934) | (2,124) |
Amortization of unrecognized loss | 39 | 68 | 78 | 135 |
Net periodic benefit | (33) | $ (144) | (66) | $ (289) |
Pension and Other Postretirement Benefits Cost (Reversal of Cost) [Abstract] | ||||
Pension contributions | 288 | 400 | ||
Expected employer contributions during the current fiscal year | $ 652 | $ 652 |
Fair Value Measurement (Details
Fair Value Measurement (Details) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2019 | Dec. 30, 2018 | Jul. 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 | (449) | (89) | ||
Ending balance | 1,098 | 1,547 | ||
Assets, Fair Value Disclosure [Abstract] | ||||
Cash and cash equivalents | 20,029 | 48,651 | ||
Restricted cash | 3,155 | 4,119 | ||
Cash, cash equivalents and restricted cash | 23,184 | 52,770 | $ 76,861 | $ 46,162 |
Business Combination, Contingent Consideration, Liability | 1,963 | 3,256 | ||
Redeemable noncontrolling interests | 1,098 | 1,547 | ||
Recurring [Member] | ||||
Assets, Fair Value Disclosure [Abstract] | ||||
Cash and cash equivalents | 20,029 | 48,651 | ||
Restricted cash | 3,155 | 4,119 | ||
Cash, cash equivalents and restricted cash | 23,184 | 52,770 | ||
Recurring [Member] | Quoted Prices in Active Markets for Identical Assets (Level 1) [Member] | ||||
Assets, Fair Value Disclosure [Abstract] | ||||
Cash and cash equivalents | 20,029 | 48,651 | ||
Restricted cash | 3,155 | 4,119 | ||
Cash, cash equivalents and restricted cash | 23,184 | 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 | $ 1,098 | $ 1,547 |
Commitments and Contingencies (
Commitments and Contingencies (Details) - USD ($) $ in Thousands | Jun. 30, 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 | $ 3,155 | $ 4,119 |
Subsequent Events (Details)
Subsequent Events (Details) $ / shares in Units, $ in Thousands | 3 Months Ended | |||
Sep. 29, 2019USD ($)$ / sharesshares | Jun. 30, 2019$ / shares | Dec. 30, 2018$ / shares | Jul. 01, 2018$ / shares | |
Subsequent Event [Line Items] | ||||
Dividends declared, per share (in dollars per share) | $ 0.76 | $ 0.74 | ||
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 | ||
Subsequent Event [Member] | ||||
Subsequent Event [Line Items] | ||||
Financing, principal amount | $ | $ 1,792,000 | |||
Interest rate | 11.50% | |||
Basis point increase in debt interest rate after one year | 50 | |||
Debt fee, percent of principal amount | 6.50% | |||
Unrestricted cash | $ | $ 40,000 | |||
Dividends declared, per share (in dollars per share) | $ 0.38 | |||
Common stock, par value (in dollars per share) | $ 0.01 | |||
Dividend payable date | Aug. 28, 2019 | |||
Dividend record date | Aug. 20, 2019 | |||
Subsequent Event [Member] | Fortress and its affiliates [Member] | ||||
Subsequent Event [Line Items] | ||||
Reduction in number of options earned, percent | 50.00% | |||
Common Stock shares issued to Manager | shares | 4,205,607 | |||
Options granted to Manager to purchase shares of common stock | shares | 3,163,265 | |||
Option to purchase shares of common stock, price per share (in dollars per share) | $ 15.50 | |||
Number of stock trading days before options are exercisable | 20 | |||
Fully vested price per share, at or above | $ 20 | |||
Subsequent Event [Member] | Gannett [Member] | ||||
Subsequent Event [Line Items] | ||||
Stock and cash consideration, per share | $ 12.06 | |||
Stock and cash consideration | $ | $ 1,400,000 | |||
Cash consideration, per share price | $ 6.25 | |||
Stock consideration, number of shares | shares | 0.5427 | |||
Investment in merger, ownership percentage | 49.50% | |||
Local media organizations | 109 | |||
Number of States in which Entity Operates | 34 | |||
Local media brands | 150 |