Form 8-K
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): February 24, 2010
A. H. BELO CORPORATION
(Exact name of registrant as specified in its charter)
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Delaware
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1-33741
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38-3765318 |
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(State or other jurisdiction
of incorporation)
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(Commission File Number)
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(IRS Employer Identification No.) |
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P. O. Box 224866
Dallas, Texas
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75222-4866 |
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(Address of principal executive offices)
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(Zip Code) |
Registrants telephone number, including area code: (214) 977-8200
Not Applicable
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 2.02. Results of Operations and Financial Condition.
On February 24, 2010, A. H. Belo Corporation announced its preliminary consolidated financial
results for the quarter and year ended December 31, 2009. The 2009 audit is substantially complete
but additional time is required to finalize the accounting treatment of its future pension
obligations. A copy of the announcement press release is furnished with this report as Exhibit
99.1.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
99.1 Preliminary Financial Results Press Release dated February 24, 2010
Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly
caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
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Date: February 24, 2010 |
A. H. BELO CORPORATION
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By: |
/s/ Alison K. Engel |
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Alison K. Engel |
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Senior Vice President/Chief
Financial Officer |
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EXHIBIT INDEX
99.1 Preliminary Financial Results Press Release dated February 24, 2010
Exhibit 99.1
EXHIBIT 99.1
FOR IMMEDIATE RELEASE
Wednesday, February 24, 2010
7:00 A.M. CST
NEWSPAPER PUBLISHER A. H. BELO CORPORATION REPORTS PRELIMINARY
FOURTH QUARTER 2009 AND PRELIMINARY FULL-YEAR 2009 FINANCIAL
RESULTS
DALLAS Newspaper publisher A. H. Belo Corporation (NYSE: AHC) reported preliminary fourth
quarter 2009 and preliminary full-year 2009 financial results today and will discuss these
preliminary results during the conference call scheduled for 1:00 p.m. CST. On February 12, 2010,
the Company issued a press release stating that its 2009 audit is substantially complete but
additional time is required to finalize the accounting treatment of its future pension obligations
with the Companys new public accounting firm. When this work is finalized, the Company
anticipates recording a non-cash adjustment related to its future pension obligations. At that
time, the Company will finalize its preliminary fourth quarter and preliminary full year financial
results. GAAP and non-GAAP financial measures presented in this press release and during the
conference call scheduled for later today (including but not limited to expenses, EBITDA and net
income) are preliminary, do not reflect any pension adjustment(s) for the fourth quarter or full
year, and will change.
Today, the Company reported fourth quarter and full-year 2009 revenues of $135.5 million and
$518.3 million, respectively, and preliminary net income of $5.6 million, or $0.27 per share, and a
preliminary net loss of $110.3 million, or ($5.37) per share, for the fourth quarter and full year,
respectively. The fourth quarter results include non-cash charges of $3.7 million related to the
write-off of a Web content management system and $1.2 million related to investment write-offs.
Fourth quarter results also include a charge of $0.4 million related to severance. Full year
results include non-cash impairment charges of $106.4 million related to goodwill and other asset
write-offs, including the Web content management system, and $2.3 million related to investment
-more-
A. H. Belo Preliminary Fourth Quarter/Full-Year 2009 Financial Results
February 24, 2010
Page Two
write-offs. Full year results also include a charge of $4.2 million related to severance and
related costs. These charges were partially offset by $1.1 million related to insurance proceeds
that the Company received in the second quarter of 2009.
Robert W. Decherd, chairman, president and Chief Executive Officer, said, In the fourth
quarter of 2009, The Dallas Morning News, The Providence Journal and The Press-Enterprise saw their
lowest year-to-year percent declines in advertising revenue of the year. For the full year, total
consolidated operating expenses, including all non-cash and cash charges mentioned above, decreased
by $76.6 million and consolidated EBITDA increased by $36.2 million. As of December 31, 2009, A.
H. Belo had no borrowings outstanding under its bank credit facility and remained in compliance
with the facilitys covenants. The Company had approximately $24.5 million of cash and cash
equivalents. Although macroeconomic and secular challenges remain, A. H. Belo will continue to
focus on managing expenses, producing high-quality local content, and delivering value-added
circulation to its advertisers.
In the fourth quarter of 2009, A. H. Belo generated consolidated EBITDA of $20.2 million,
excluding the $0.4 million charge for severance. For the full year, A. H. Belo generated
consolidated EBITDA of $37.0, excluding the $4.2 million charge for severance and related costs.
The newspaper EBITDA margin was 20.9 percent in the fourth quarter and 11.9 percent for the full
year, excluding charges for severance and severance and related costs, respectively. EBITDA
margins in the fourth quarter and for the full year were highest at The Providence Journal,
followed by The Dallas Morning News and The Press-Enterprise. For the full year, The Providence
Journal, The Dallas Morning News and The Press-Enterprise each generated positive EBITDA.
Fourth Quarter Highlights
Total revenue decreased 15.3 percent in the fourth quarter versus the prior year quarter.
-more-
A. H. Belo Preliminary Fourth Quarter/Full-Year 2009 Financial Results
February 24, 2010
Page Three
Advertising revenue, including print and Internet revenue, was down 23.5 percent. Retail and
general advertising were down 30.9 percent and 17.0 percent, respectively. The percent decline in
retail advertising revenue was smallest at The Dallas Morning News, followed by The
Press-Enterprise and The Providence Journal. At The Dallas Morning News, classified revenue,
excluding Internet classified revenue, decreased 31.1 percent. A. H. Belos Internet revenues
accounted for 7.5 percent of total revenues in the quarter. Internet revenues were $10.1 million,
8.5 percent below the same period last year.
The Company continues to focus on editorial quality and value-added circulation for its
advertisers. In the fourth quarter, circulation revenue rose 12.0 percent due to price increases
implemented during 2009 at The Dallas Morning News and The Providence Journal.
Despite the non-cash charge of $3.7 million related to the Web content management system, A.
H. Belos total consolidated operating expenses in the fourth quarter decreased $65.3 million, or
33.5 percent, versus the same period last year. This decrease was primarily driven by declines in
salaries, wages, benefits and newsprint.
Full Year Highlights
Total revenue decreased 18.7 percent in the full-year 2009 versus the prior year.
Advertising revenue, including print and Internet revenue, decreased 27.3 percent. Retail and
general advertising were down 27.4 percent and 19.7 percent, respectively. The percent decline in
retail advertising revenue was smallest at The Dallas Morning News, followed by The
Press-Enterprise and The Providence Journal. At The Morning News, classified revenue, excluding
Internet classified revenue, decreased 45.4 percent and was the most significant driver of the
decline in advertising revenue. A. H. Belos
-more-
A. H. Belo Preliminary Fourth Quarter/Full-Year 2009 Financial Results
February 24, 2010
Page Four
Internet revenues accounted for 7.5 percent of total revenues for the year. Internet revenues were
$38.9 million, 17.3 percent below the prior year. A. H. Belos circulation revenue increased 10.7
percent versus the prior year.
For the full year, expense reduction initiatives resulted in a $76.6 million or 10.7 percent
decrease in total consolidated operating expenses. This decrease was primarily driven by declines
in salaries, wages, benefits and newsprint. Full year results include non-cash impairment charges
of $106.4 million related to goodwill and other asset write-offs, including $3.7 million for the
Web content management system, and $2.3 million related to investment write-offs. Full year
results also include a charge of $4.2 million related to severance and related costs. These
charges were partially offset by $1.1 million in insurance proceeds received in the second quarter
of 2009.
In 2009, newsprint consumption decreased 36.6 percent versus the prior year to 71,010 metric
tons, and the average purchase price per metric ton of newsprint declined 18.0 percent versus the
prior year to $575 per metric ton. Newsprint expense decreased $27.7 million or 37.3 percent.
As of December 31, 2009, A. H. Belo had approximately 2,300 full-time and 280 part-time
employees.
Financial Results Conference Call
A. H. Belo will conduct a conference call today at 1:00 p.m. CST to discuss financial and
strategic results. The listen-only conference call will be available via Webcast by accessing the
Companys Web site (www.ahbelo.com/invest) or by dialing 1-800-288-8974 (USA) or 612-326-0027
(International). A replay line will be available at 800-475-6701 (USA) 320-365-3844
(International) from 3:00 p.m. CST on February 24 until 11:59 p.m. CST on March 3, 2010. The
access code for the replay is 146833.
-more-
A. H. Belo Preliminary Fourth Quarter/Full-Year 2009 Financial Results
February 24, 2010
Page Five
About A. H. Belo Corporation
A. H. Belo Corporation (NYSE: AHC), headquartered in Dallas, Texas, is a distinguished
newspaper publishing and local news and information company that owns and operates four daily
newspapers and a diverse group of Web sites. A. H. Belo publishes The Dallas Morning News, Texas
leading newspaper and winner of eight Pulitzer Prizes since 1986; The Providence Journal, the
oldest continuously-published daily newspaper in the U.S. and winner of four Pulitzer Prizes; The
Press-Enterprise (Riverside, CA), serving southern Californias Inland Empire region and winner of
one Pulitzer Prize; and the Denton Record-Chronicle. The Company publishes various specialty
publications targeting niche audiences, and its partnerships and/or investments include the Yahoo!
Newspaper Consortium and Classified Ventures, owner of cars.com. A. H. Belo also owns direct mail
and commercial printing businesses. Additional information is available at www.ahbelo.com or by
contacting David A. Gross, vice president/Investor Relations and Strategic Analysis, at
214-977-4810.
Statements in this communication concerning A. H. Belo Corporations (the Companys) business
outlook or future economic performance, anticipated profitability, revenues, expenses, dividends,
capital expenditures, investments, impairments, future financings, and other financial and
non-financial items that are not historical facts, are forward-looking statements as the term is
defined under applicable federal securities laws. Forward-looking statements are subject to risks,
uncertainties and other factors that could cause actual results to differ materially from those
statements.
Such risks, uncertainties and factors include, but are not limited to, changes in capital market
conditions and prospects, and other factors such as changes in advertising demand and newsprint
prices; newspaper circulation trends and other circulation matters, including changes in readership
patterns and demography, and audits and related actions by the Audit Bureau of Circulations;
challenges in achieving expense reduction goals, and on schedule, and the resulting potential
effects on operations; technological changes; development of Internet commerce; industry cycles;
changes in pricing or other actions by competitors and suppliers; regulatory, tax and legal
changes; adoption of new accounting standards or changes in existing accounting standards by the
Financial Accounting Standards Board or other accounting standard-setting bodies or authorities;
the effects of Company acquisitions, dispositions, co-owned ventures, and investments; general
economic conditions and changes in interest rates; significant armed conflict; and other factors
beyond our control, as well as other risks described in the Companys Annual Report on Form 10-K
for the year ended December 31, 2008, and other public disclosures and filings with the Securities
and Exchange Commission.
A. H. Belo Corporation
Preliminary(1) Consolidated Statements of Operations
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Three months ended |
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Twelve months ended |
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December 31, |
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December 31, |
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In thousands, except per share amounts |
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2009 |
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2008 |
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2009 |
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2008 |
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(unaudited) |
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(unaudited) |
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(unaudited) |
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Net operating revenues |
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Advertising |
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$ |
91,731 |
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$ |
119,862 |
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$ |
352,368 |
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$ |
484,437 |
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Circulation |
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36,341 |
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32,438 |
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136,549 |
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123,381 |
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Other |
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7,411 |
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7,739 |
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29,431 |
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29,496 |
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Total net operating revenues |
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135,483 |
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160,039 |
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518,348 |
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637,314 |
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Operating Costs and Expenses |
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Salaries, wages and employee benefits |
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48,317 |
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77,374 |
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214,600 |
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298,285 |
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Other production, distribution and operating costs |
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53,675 |
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65,741 |
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209,325 |
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248,423 |
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Newsprint, ink and other supplies |
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12,642 |
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24,379 |
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60,987 |
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94,608 |
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Asset impairment |
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3,699 |
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14,145 |
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106,389 |
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18,680 |
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Depreciation |
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9,402 |
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11,363 |
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38,857 |
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46,776 |
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Amortization |
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1,625 |
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1,625 |
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6,499 |
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6,499 |
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Total operating costs and expenses |
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129,360 |
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194,627 |
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636,657 |
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713,271 |
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Income/(loss) from operations |
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6,123 |
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(34,588 |
) |
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(118,309 |
) |
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(75,957 |
) |
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Other (expense) and income |
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Interest expense |
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(580 |
) |
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(745 |
) |
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(1,382 |
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(4,028 |
) |
Other (expense) income, net |
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(1,041 |
) |
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(629 |
) |
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(680 |
) |
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608 |
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Total other (expense) income |
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(1,621 |
) |
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(1,374 |
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(2,062 |
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(3,420 |
) |
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Earnings |
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Loss before income taxes |
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4,502 |
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(35,962 |
) |
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(120,371 |
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(79,377 |
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Income tax benefit |
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(1,144 |
) |
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(2,832 |
) |
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(10,114 |
) |
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(17,074 |
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Net Income (loss) |
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$ |
5,646 |
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$ |
(33,130 |
) |
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$ |
(110,257 |
) |
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$ |
(62,303 |
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Net income (loss) per share |
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Basic and Diluted |
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$ |
0.27 |
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$ |
(1.62 |
) |
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$ |
(5.37 |
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$ |
(3.04 |
) |
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Average shares outstanding |
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Basic and Diluted |
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20,598 |
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20,479 |
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20,548 |
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20,478 |
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(1) |
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On February 12, 2010, the Company issued a press release stating that its 2009 audit is substantially complete but additional time is required to finalize the accounting treatment of its future pension
obligations with the Companys new public accounting firm. When this work is finalized, the Company anticipates recording a non-cash adjustment related to its future pension obligations. At that time, the
Company will finalize its preliminary fourth quarter and preliminary full year financial results. GAAP and non-GAAP financial measures presented in this press release and during the conference call
scheduled for later today (including but not limited to expenses, EBITDA and net income) are preliminary, do not reflect any pension adjustment(s) for the fourth quarter or full-year, and will change. |
A. H. Belo Corporation
Preliminary(1) Condensed Consolidated Balance Sheets
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December 31, |
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December 31, |
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In thousands |
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2009 |
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2008 |
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(unaudited) |
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Assets |
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Current assets |
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Cash and cash equivalents |
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$ |
24,503 |
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$ |
9,934 |
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Accounts receivable, net |
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62,977 |
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77,383 |
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Other current assets |
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35,796 |
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31,985 |
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Total current assets |
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123,276 |
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|
119,302 |
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Property, plant and equipment, net |
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203,329 |
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263,744 |
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Intangible assets, net |
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52,009 |
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|
139,449 |
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Other assets |
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27,146 |
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|
29,768 |
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Total assets |
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$ |
405,760 |
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$ |
552,263 |
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Liabilities and Shareholders Equity |
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Current liabilities |
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Current portion of notes payable |
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$ |
|
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$ |
10,000 |
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Accounts payable |
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|
19,191 |
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|
32,950 |
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Accrued expenses |
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|
38,440 |
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|
45,857 |
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Advance subscription payments |
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|
26,713 |
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|
26,335 |
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|
|
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Total current liabilities |
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|
84,344 |
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|
115,142 |
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|
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|
|
|
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Deferred income taxes |
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|
1,555 |
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|
|
1,205 |
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Other liabilities |
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|
15,372 |
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|
|
27,264 |
|
Total shareholders equity |
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|
304,489 |
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|
408,652 |
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|
|
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|
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|
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Total liabilities and shareholders equity |
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$ |
405,760 |
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|
$ |
552,263 |
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|
|
|
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(1) |
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On February 12, 2010, the Company issued a press release stating that its 2009 audit is substantially complete but
additional time is required to finalize the accounting treatment of its future pension obligations with the Companys new public
accounting firm. When this work is finalized, the Company anticipates recording a non-cash adjustment related to its future
pension obligations. At that time, the Company will finalize its preliminary fourth quarter and preliminary full year financial
results. GAAP and non-GAAP financial measures presented in this press release and during the conference call scheduled for
later today (including but not limited to expenses, EBITDA and net income) are preliminary, do not reflect any pension
adjustment(s) for the fourth quarter or full-year, and will change. |
A. H. Belo Corporation
Preliminary(1) Consolidated EBITDA
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Three months ended |
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Twelve months ended |
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December 31, |
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December 31, |
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In thousands (unaudited) |
|
2009 |
|
|
2008 |
|
|
2009 |
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2008 |
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|
|
|
|
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|
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|
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|
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|
Consolidated EBITDA (2) |
|
$ |
19,808 |
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|
$ |
(8,084 |
) |
|
$ |
32,756 |
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|
$ |
(3,394 |
) |
Asset impairment |
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|
(3,699 |
) |
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|
(14,145 |
) |
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|
(106,389 |
) |
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|
(18,680 |
) |
Depreciation and Amortization |
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|
(11,027 |
) |
|
|
(12,988 |
) |
|
|
(45,356 |
) |
|
|
(53,275 |
) |
Interest Expense |
|
|
(580 |
) |
|
|
(745 |
) |
|
|
(1,382 |
) |
|
|
(4,028 |
) |
Income Tax Benefit (Expense) |
|
|
1,144 |
|
|
|
2,832 |
|
|
|
10,114 |
|
|
|
17,074 |
|
|
|
|
|
|
|
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|
|
|
Net Income (loss) |
|
$ |
5,646 |
|
|
$ |
(33,130 |
) |
|
$ |
(110,257 |
) |
|
$ |
(62,303 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
A. H. Belo Corporation
Newspaper EBITDA
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended |
|
|
Twelve months ended |
|
|
|
December 31, |
|
|
December 31, |
|
In thousands (unaudited) |
|
2009 |
|
|
2008 |
|
|
2009 |
|
|
2008 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Newspaper EBITDA (2) |
|
$ |
27,996 |
|
|
$ |
6,196 |
|
|
$ |
58,230 |
|
|
$ |
41,399 |
|
Corporate & Non-Operating Company Expenses |
|
|
(7,147 |
) |
|
|
(13,651 |
) |
|
|
(24,794 |
) |
|
|
(45,401 |
) |
Other income, net |
|
|
(1,041 |
) |
|
|
(629 |
) |
|
|
(680 |
) |
|
|
608 |
|
Asset impairment |
|
|
(3,699 |
) |
|
|
(14,145 |
) |
|
|
(106,389 |
) |
|
|
(18,680 |
) |
Depreciation and Amortization |
|
|
(11,027 |
) |
|
|
(12,988 |
) |
|
|
(45,356 |
) |
|
|
(53,275 |
) |
Interest Expense |
|
|
(580 |
) |
|
|
(745 |
) |
|
|
(1,382 |
) |
|
|
(4,028 |
) |
Income Tax Benefit (Expense) |
|
|
1,144 |
|
|
|
2,832 |
|
|
|
10,114 |
|
|
|
17,074 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Income (loss) |
|
$ |
5,646 |
|
|
$ |
(33,130 |
) |
|
$ |
(110,257 |
) |
|
$ |
(62,303 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
On February 12, 2010, the Company issued a press release stating that its 2009 audit is substantially complete but additional time is required to
finalize the accounting treatment of its future pension obligations with the Companys new public accounting firm. When this work is finalized, the
Company anticipates recording a non-cash adjustment related to its future pension obligations. At that time, the Company will finalize its
preliminary fourth quarter and preliminary full year financial results. GAAP and non-GAAP financial measures presented in this press release and
during the conference call scheduled for later today (including but not limited to expenses, EBITDA and net income) are preliminary, do not reflect
any pension adjustment(s) for the fourth quarter or full-year, and will change. |
|
(2) |
|
The Company defines Consolidated EBITDA as net earnings before interest expense, income taxes, goodwill impairment, depreciation and
amortization and Newspaper EBITDA as net earnings before corporate and non-operating company expenses, other income net, interest expense, income
taxes, goodwill impairment, depreciation and amortization. Neither Consolidated EBITDA nor Newspaper EBITDA is a measure of financial performance
under accounting principles generally accepted in the United States. Management uses both measures in internal analyses as a supplemental measure of
the financial performance of the Company to assist it with determining bonus achievement, performance comparisons against its peer group of
companies, as well as capital spending and other investing decisions. They are also common alternative measures of performance used by investors,
financial analysts, and rating agencies to evaluate financial performance. Neither Consolidated EBITDA nor Newspaper EBITDA should be considered in
isolation or as a substitute for cash flows provided by operating activities or other income or cash flow data prepared in accordance with U.S. GAAP
and this non-GAAP measure may not be comparable to similarly titled measures of other companies. |