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| 8-K - 8-K - Gannett Co., Inc. | gciq22020earningsrelea.htm |
Gannett Announces Second Quarter 2020 Results
Implemented $160 million in annualized synergies year to date
Ended the quarter with $159 million of cash and cash equivalents
Digital-only subscribers grew 31% from the prior year to 927,000
MCLEAN, VA — August 6, 2020 — Gannett Co., Inc. ("Gannett", "we", "us", "our", or "the Company") (NYSE: GCI) today reported its financial results for the second quarter ended June 30, 2020. Prior to November 19, 2019, our corporate name was New Media Investment Group Inc. ("New Media" or "Legacy New Media"), and Gannett Co., Inc. ("Legacy Gannett") was a separate publicly traded company. On November 19, 2019, New Media acquired Legacy Gannett (the "Acquisition"). In connection with the Acquisition, Legacy Gannett became a wholly owned subsidiary of New Media, and New Media changed its name to Gannett Co., Inc.
“While the second quarter was significantly impacted by the COVID-19 pandemic, our revenue was in line with the guidance we shared on our last earnings call and our EBITDA performance benefited from our expense reduction efforts," said Michael Reed, Gannett Chairman and Chief Executive Officer. "We saw sequential improvement to revenue each month during the quarter and successfully realized over $125 million of incremental expense savings during the quarter. In addition, we continued to execute on our operating and integration plans from the Acquisition, with over $160 million of cumulative annualized synergies implemented by the end of the quarter. Combining our incremental expense savings, our synergy implementation, and the normal course expense savings that rolled forward from the first quarter, our operating expenses included in Adjusted EBITDA were down 26%."
"At no time in our history has the value of high-quality journalism been as clear as it is right now at this intersection of a global pandemic and a nation in turmoil over systemic racism and inequality. Our journalists have worked tirelessly and doggedly to help keep our communities safe and informed, while exercising the crucial role of holding officials accountable. As digital, social platforms are overtaken by the spread of misinformation, our readers trust us to clear through the noise with credible, fact-based, fair reporting. And that is evidenced by audiences turning to us in record numbers since the beginning of the pandemic and very strong digital subscription growth. Our employees have been phenomenal, performing during these challenging times at the highest level, which is a testament to their commitment to our mission and our communities. We do not have certainty around how the pandemic will continue to affect our country and the economy, but we remain highly confident in our ability to continue to execute upon our operational and integration plans."
Financial Highlights
in thousands | Second quarter 2020 | ||
GAAP operating revenue | $ | 767,000 | |
GAAP net loss attributable to Gannett | (436,893 | ) | |
Adjusted EBITDA(1) (non-GAAP) | 78,018 | ||
Net cash flow used for operating activities (GAAP basis) | (35,849 | ) | |
Free cash flow(1) (non-GAAP) | (44,223 | ) | |
(1) Refer to “Use of Non-GAAP Information” below for the Company’s definition of Adjusted EBITDA and Free Cash Flow, and reconciliations to the most comparable GAAP measures.
Second Quarter 2020 Consolidated Results
• | Second quarter revenues of $767.0 million rose 89.7% as compared to the prior year, reflecting the Acquisition. |
◦ | Same store pro forma revenues (as defined and reconciled below) decreased 28.0%, due to unfavorable impacts resulting from the COVID-19 pandemic and general trends adversely impacting the publishing industry. |
• | Digital advertising and marketing services revenues were $168.8 million in the second quarter, or 22.0% of total revenues. |
• | Over $160 million in annualized synergy measures were implemented by the end of the second quarter, with approximately $41.2 million in savings recognized in the quarter. |
• | On a pro forma basis, operating expenses included in Adjusted EBITDA were down 26.3% to the prior year quarter due to the implementations of synergies, incremental cost measures in response to the COVID-19 pandemic, and normal course expense savings that rolled forward from the first quarter. |
• | Non-cash goodwill and intangible impairment of $393.4 million was recognized in the second quarter of 2020 in connection with the Company’s annual impairment testing. The non-cash charge was driven by the COVID-19 pandemic and the uncertainty the crisis has created. |
• | GAAP net loss attributable to Gannett of $436.9 million in the second quarter reflects $393.4 million of non-cash goodwill and intangible impairment and $66.3 million of depreciation and amortization. |
• | Adjusted EBITDA totaled $78.0 million. Margins in the quarter were 10.2%, despite the pressures from the COVID-19 pandemic. |
Balance Sheet & Cash Flow
• | As of the end of the second quarter, the Company had cash and cash equivalents of $158.6 million. |
• | During the quarter, the Company repaid $6.3 million in principal under its credit facility. |
• | Sold $7.5 million of real estate in the second quarter and used the net proceeds to pay down debt. |
◦ | Over $15.0 million in real estate sales under contract expected to close during the third quarter; and on track to sell an additional $100 - $125 million of real estate by the end of 2021, which we expect will enable us to accelerate debt repayment. |
• | Capital expenditures were $8.4 million, primarily for product development, technology investments, and maintenance projects. We expect capital expenditures to be between $9 - $10 million in both the third and fourth quarters. |
• | Cash flow used by operations in the second quarter of 2020 was $35.8 million compared to cash flow provided of $25.9 million for the prior year quarter primarily driven by interest paid and integration costs related to the Gannett acquisition. |
COVID-19 Response
• | Strengthened balance sheet and continue to preserve liquidity: |
◦ | Reduced expenses for the second quarter by over $125 million through implementation of furloughs, significant pay reductions, reductions in force, and cancellation of non-essential travel and spending. |
▪ | Expect to maintain expenses, other than variable costs of goods sold, in line with the second quarter for the remainder of 2020. |
◦ | Reduced planned capital expenditures for 2020 by approximately 20%. |
◦ | Suspended quarterly dividend until conditions improve. |
◦ | Implemented NOL Rights Plan to protect approximately $435 million in tax assets. |
◦ | Deferred over $50 million of payments, under the CARES Act, using provisions relating to ERISA pension contribution deferral and employer FICA tax deferral. |
◦ | Restructured required additional pension contributions, that were originally due in 2020 and 2021, into quarterly installments beginning in the fourth quarter of this year through the third quarter of 2022. |
• | Adapted our workplaces and continue to promote the health and safety of our employees: |
◦ | Transitioned 95% of our non-production and delivery employees to work from home by late March. |
▪ | Thoughtfully exploring how to prepare our offices as safe work environments for those employees who wish to return. |
◦ | Implemented social distancing measures and hygiene best practices in line with CDC and WHO guidelines for all facilities and employees in product and delivery roles. |
◦ | Maintained consistent operations across all properties, with no significant disruptions. |
• | Supported our communities by providing high quality journalism and by creating innovative solutions to support small businesses: |
◦ | Created new tailored content for readers and their communities, which has received more than 885 million views since mid-February, nearly all of which is available for free: |
▪ | Nation’s Health daily COVID-19 specific section runs in USA TODAY in print and digital and is available in all local e-editions; real-time updates online. |
▪ | The USA TODAY and 35 local markets publish coronavirus newsletters for our readers. |
◦ | Support Local platform has had over 1.6 million page views which provided communities with an easy way to discover opportunities to help their favorite local businesses. |
▪ | Free business listings providing special services, such as enabling gift cards and delivery services. |
Publishing Segment
• | Publishing segment revenues totaled $695.9 million in the second quarter. |
• | Circulation revenues totaled $342.6 million in the second quarter. |
◦ | Same store pro forma circulation revenues decreased 13.6% in the second quarter, partially stemming from a reduction in volume of our single copy and home delivery sales, reflecting the impact of COVID-19 pandemic on businesses that sell single copies of our publications as well as general industry trends. |
• | Print advertising revenues totaled $187.9 million in the second quarter. |
◦ | Same store pro forma print advertising revenues decreased 45.0% compared to the prior year reflecting the negative impact from the COVID-19 pandemic. |
• | Digital advertising and marketing services revenues were $104.4 million in the second quarter. |
◦ | Same store pro forma digital advertising and marketing services revenues decreased 26.7% versus the prior year period, reflecting the impacts from the COVID-19 pandemic beginning in the latter part of the first quarter which negatively affected digital revenues across each category. |
• | Commercial printing and other revenues contributed $61.0 million in the second quarter. |
• | Paid digital-only subscribers now total approximately 927,000, up 31.3% year-over-year on a pro forma basis. |
• | Publishing segment Adjusted EBITDA was $92.0 million, representing a margin of 13.2% for the quarter. |
Marketing Solutions Segment
• | Marketing Solutions segment revenues were $94.6 million in the second quarter. |
◦ | Same store pro forma Marketing Solutions segment revenues decreased by 24.0% to the prior year driven by the impacts of the COVID-19 pandemic which began in the latter part of the first quarter of 2020. |
• | Marketing Solutions segment Adjusted EBITDA was $2.8 million, representing a margin of 2.9% for the quarter. |
Integration Update
• | Implemented cumulative measures by the end of the second quarter that will result in over $160 million in annualized savings. |
◦ | Realized $41.2 million in savings in the second quarter. |
• | Expect to have implemented measures that will result in over $200 million in annualized savings by the end of the third quarter. |
◦ | Expect to realize $50 - $55 million in savings during the third quarter. |
• | Management remains highly confident in its ability to implement measures by the end of 2021 that are expected to result in $300 million in synergies. |
Earnings Conference Call
Management will host a conference call on Thursday, August 6, 2020 at 8:30 A.M. Eastern Time. A copy of the earnings release will be posted to the Investor Relations section of Gannett’s website, investors.gannett.com. All interested parties are welcome to participate on the live call. The conference call may be accessed by dialing 1-855-319-1124 (from within the U.S.) or 1-703-563-6359 (from outside of the U.S.) ten minutes prior to the scheduled start of the call; please reference “Gannett Second Quarter Earnings Call” or access code “4339957”. A simultaneous webcast of the conference call will be available to the public on a listen-only basis at investors.gannett.com. Please allow extra time prior to the call to visit the website and download any necessary software required to listen to the internet broadcast. A telephonic replay of the conference call will also be available approximately two hours following the call’s completion through 11:59 P.M. Eastern Time on Thursday, August 13, 2020 by dialing 1-855-859-2056 (from within the U.S.) or 1-404-537-3406 (from outside of the U.S.); please reference access code “4339957”.
About Gannett
Gannett Co., Inc. (NYSE: GCI) is an innovative, digitally focused media and marketing solutions company committed to the communities in our network and helping them build relationships with their local businesses. With an unmatched reach at the national and local level, Gannett touches the lives of millions with our Pulitzer-Prize winning content, consumer experiences and benefits, and advertiser products and services. Our portfolio includes the USA TODAY, local media organizations in 46 states in the U.S. and Guam, and Newsquest, a wholly owned subsidiary with over 140 local media brands operating in the United Kingdom. Gannett also owns the digital marketing services companies ReachLocal, Inc., UpCurve, Inc., and WordStream, Inc. and runs the largest media-owned events business in the U.S., Gannett Ventures, formerly GateHouse Live. Effective November 20, 2019, following the completion of its merger with Gannett, New Media Investment Group Inc. trades on the New York Stock Exchange under Gannett Co., Inc. and its ticker symbol has changed to “GCI”. To connect with us, visit www.gannett.com.
Same Store Pro Forma Revenues
Same store pro forma revenues are based on GAAP revenues for New Media Investment Group Inc. and Legacy Gannett prior to the Acquisition and GAAP revenues for Gannett for the current period, excluding (1) revenues related to 2019 acquisitions from
the beginning of 2020 through the first year anniversary of the applicable acquisition date, (2) exited operations, (3) currency impacts, and (4) deferred revenue impacts related to the Acquisition.
Cautionary Statement Regarding Forward-Looking Statements
Certain items in this press release may constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including, but not limited to, statements regarding our ability to execute our operational and integration plans, such as measures expected to result in over $200 million in annualized savings, the timing of realizing those savings, including our expectation that $50 - $55 million will be realized in the third quarter, the potential to realize additional savings in future quarters, our ability to achieve $300 million of synergies through measures expected to be implemented by the end of 2021, our expected capital expenditures, our expectations, in terms of both amount and timing, with respect to debt repayment, real estate sales and debt refinancing, future revenue trends and our ability to influence trends, and the amount and timing of any future dividend. These statements are based on management’s current expectations and beliefs and are subject to a number of risks and uncertainties. These and other risks and uncertainties could cause actual results to differ materially from those described in the forward-looking statements, many of which are beyond our control. The Company can give no assurance its expectations will be attained. Accordingly, you should not place undue reliance on any forward-looking statements contained in this press release. For a discussion of some of the risks and important factors that could cause actual results to differ from such forward-looking statements, see the risks and other factors detailed from time to time in the Company’s Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, and other filings with the Securities and Exchange Commission. Furthermore, new risks and uncertainties emerge from time to time, and it is not possible for the Company to predict or assess the impact of every factor that may cause its actual results to differ from those contained in any forward-looking statements. Such forward-looking statements speak only as of the date of this press release. The Company expressly disclaims any obligation to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in the Company’s expectations with regard thereto or change in events, conditions or circumstances on which any statement is based.
* * * *
For investor inquiries, contact: | For media inquiries, contact: | |
Ashley Higgins | Stephanie Tackach | |
Investor Relations | Director, Public Relations | |
212-479-3160 | 212-715-5490 | |
investors@gannett.com | stackach@gannett.com | |
# # #
CONSOLIDATED BALANCE SHEETS Gannett Co., Inc. and Subsidiaries Unaudited, in thousands (except per share amounts) | |||||||
Table No. 1 | |||||||
Assets | June 30, 2020 | December 31, 2019 | |||||
(Unaudited) | |||||||
Current assets | |||||||
Cash and cash equivalents | $ | 158,603 | $ | 156,042 | |||
Accounts receivable, net of allowance for doubtful accounts of $26,560 and $19,923 | 288,509 | 438,523 | |||||
Inventories | 40,468 | 55,090 | |||||
Prepaid expenses and other current assets | 125,208 | 129,460 | |||||
Total current assets | 612,788 | 779,115 | |||||
Property, plant and equipment, at cost net of accumulated depreciation of $358,746 and $277,291 | 718,590 | 815,807 | |||||
Operating lease assets | 296,128 | 309,112 | |||||
Goodwill | 559,623 | 914,331 | |||||
Intangible assets, net | 920,525 | 1,012,564 | |||||
Deferred income tax assets | 105,051 | 76,297 | |||||
Other assets | 125,212 | 112,876 | |||||
Total assets | $ | 3,337,917 | $ | 4,020,102 | |||
Liabilities and equity | |||||||
Current liabilities | |||||||
Accounts payable and accrued liabilities | $ | 327,071 | $ | 453,628 | |||
Deferred revenue | 213,988 | 218,823 | |||||
Current portion of long-term debt | — | 3,300 | |||||
Other current liabilities | 47,017 | 42,702 | |||||
Total current liabilities | 588,076 | 718,453 | |||||
Long-term debt | 1,633,449 | 1,636,335 | |||||
Convertible debt | 3,300 | 3,300 | |||||
Deferred tax liabilities | 6,256 | 9,052 | |||||
Pension and other postretirement benefit obligations | 214,084 | 235,906 | |||||
Long-term operating lease liabilities | 282,896 | 297,662 | |||||
Other long-term liabilities | 157,313 | 136,188 | |||||
Total noncurrent liabilities | 2,297,298 | 2,318,443 | |||||
Total liabilities | 2,885,374 | 3,036,896 | |||||
Redeemable noncontrolling interests | 458 | 1,850 | |||||
Commitments and contingent liabilities | |||||||
Equity | |||||||
Common stock of $0.01 par value per share, 2,000,000,000 shares authorized, 136,885,320 issued and 136,114,347 shares outstanding at June 30, 2020; 129,386,258 issued and 128,991,544 shares outstanding at December 31, 2019 | 1,369 | 1,294 | |||||
Treasury stock at cost, 770,973 and 394,714 shares at June 30, 2020 and December 31, 2019, respectively | (4,818 | ) | (2,876 | ) | |||
Additional paid-in capital | 1,101,899 | 1,090,694 | |||||
Accumulated deficit | (633,003 | ) | (115,958 | ) | |||
Accumulated other comprehensive income (loss) | (13,362 | ) | 8,202 | ||||
Total equity | 452,085 | 981,356 | |||||
Total liabilities and equity | $ | 3,337,917 | $ | 4,020,102 | |||
CONSOLIDATED STATEMENTS OF OPERATIONS Gannett Co., Inc. and Subsidiaries Unaudited, in thousands (except per share amounts) | |||||||
Table No. 2 | Three months ended | ||||||
Fiscal year ended | June 30, 2020 | June 30, 2019 | |||||
Operating revenues: | |||||||
Advertising and marketing services | $ | 356,918 | $ | 204,697 | |||
Circulation | 342,646 | 150,850 | |||||
Other | 67,436 | 48,840 | |||||
Total operating revenues | 767,000 | 404,387 | |||||
Operating expenses: | |||||||
Operating costs | 476,735 | 233,407 | |||||
Selling, general and administrative expenses | 226,484 | 126,628 | |||||
Depreciation and amortization | 66,327 | 23,328 | |||||
Integration and reorganization costs | 32,306 | 4,278 | |||||
Acquisition costs | 2,379 | 2,364 | |||||
Impairment of property, plant and equipment | 6,859 | 1,262 | |||||
Goodwill and intangible impairment | 393,446 | — | |||||
Loss on sale or disposal of assets | 88 | 947 | |||||
Total operating expenses | 1,204,624 | 392,214 | |||||
Operating income (loss) | (437,624 | ) | 12,173 | ||||
Non-operating (income) expense: | |||||||
Interest expense | 57,928 | 10,212 | |||||
Loss on early extinguishment of debt | 369 | — | |||||
Non-operating pension income | (17,553 | ) | (208 | ) | |||
Other income | (6,261 | ) | (103 | ) | |||
Non-operating expense | 34,483 | 9,901 | |||||
Net income (loss) before income taxes | (472,107 | ) | 2,272 | ||||
Benefit for income taxes | (34,276 | ) | (343 | ) | |||
Net income (loss) | $ | (437,831 | ) | $ | 2,615 | ||
Net loss attributable to redeemable noncontrolling interests | (938 | ) | (200 | ) | |||
Net income (loss) attributable to Gannett | $ | (436,893 | ) | $ | 2,815 | ||
Income (loss) per share attributable to Gannett - basic | $ | (3.32 | ) | $ | 0.05 | ||
Income (loss) per share attributable to Gannett - diluted | $ | (3.32 | ) | $ | 0.05 | ||
Dividends declared per share | $ | — | $ | 0.38 | |||
CONSOLIDATED STATEMENTS OF CASH FLOWS Gannett Co., Inc. and Subsidiaries Unaudited, in thousands | |||||||
Table No. 3 | Six months ended | ||||||
June 30, 2020 | June 30, 2019 | ||||||
Cash flows from operating activities: | |||||||
Net loss | $ | (518,437 | ) | $ | (6,740 | ) | |
Adjustments to reconcile net loss to operating cash flows: | |||||||
Depreciation and amortization | 144,352 | 44,251 | |||||
Equity-based compensation expense | 18,968 | 1,843 | |||||
Non-cash interest expense | 11,902 | 689 | |||||
Loss on sale or disposal of assets | 745 | 2,737 | |||||
Loss on early extinguishment of debt | 1,174 | — | |||||
Goodwill and intangible impairment | 393,446 | — | |||||
Impairment of property, plant and equipment | 6,859 | 2,469 | |||||
Pension and other postretirement benefit obligations, net of contributions | (49,064 | ) | (649 | ) | |||
Change in other assets and liabilities, net | 14,695 | 13,053 | |||||
Net cash provided by operating activities | 24,640 | 57,653 | |||||
Cash flows from investing activities: | |||||||
Acquisitions, net of cash acquired | — | (39,353 | ) | ||||
Purchase of property, plant, and equipment | (22,157 | ) | (4,934 | ) | |||
Proceeds from sale of real estate and other assets | 17,792 | 7,107 | |||||
Insurance proceeds received for damage to property | 1,643 | — | |||||
Change in other investing activities | (304 | ) | — | ||||
Net cash used for investing activities | (3,026 | ) | (37,180 | ) | |||
Cash flows from financing activities: | |||||||
Repayment under term loans | (18,985 | ) | (11,296 | ) | |||
Borrowing under revolving credit facility | — | 102,900 | |||||
Repayments under revolving credit facility | — | (94,900 | ) | ||||
Payments for employee taxes withheld from stock awards | (1,942 | ) | (700 | ) | |||
Issuance of common stock | 1,007 | — | |||||
Payment of dividends | — | (46,066 | ) | ||||
Changes in other financing activities | (411 | ) | — | ||||
Net cash used for financing activities | (20,331 | ) | (50,062 | ) | |||
Effect of currency exchange rate change on cash | (780 | ) | 3 | ||||
Increase (decrease) in cash, cash equivalents, and restricted cash | 503 | (29,586 | ) | ||||
Balance of cash, cash equivalents, and restricted cash at beginning of period | 188,664 | 52,770 | |||||
Balance of cash, cash equivalents, and restricted cash at end of period | $ | 189,167 | $ | 23,184 | |||
SEGMENT INFORMATION Gannett Co., Inc. and Subsidiaries Unaudited, in thousands | |||||||
Table No. 4 | Three months ended | ||||||
June 30, 2020 | June 30, 2019 | ||||||
Operating revenues: | |||||||
Publishing | $ | 695,893 | $ | 394,435 | |||
Marketing Solutions | 94,563 | 27,345 | |||||
Corporate and Other | 2,398 | 895 | |||||
Intersegment eliminations | (25,854 | ) | (18,288 | ) | |||
Total | $ | 767,000 | $ | 404,387 | |||
Adjusted EBITDA: | |||||||
Publishing | $ | 91,991 | $ | 55,493 | |||
Marketing Solutions | 2,784 | (2,459 | ) | ||||
Corporate and Other | (16,757 | ) | (5,739 | ) | |||
Total | $ | 78,018 | $ | 47,295 | |||
Depreciation and amortization: | |||||||
Publishing | $ | 56,553 | $ | 21,769 | |||
Marketing Solutions | 4,004 | 778 | |||||
Corporate and Other | 5,770 | 781 | |||||
Total | $ | 66,327 | $ | 23,328 | |||
PRO FORMA SAME STORE REVENUES Gannett Co., Inc. and Subsidiaries Unaudited, in thousands | ||||||||||
Table No. 5 | Three months ended | |||||||||
June 30, 2020 | June 30, 2019 | % Change | ||||||||
Pro forma total revenue | $ | 767,000 | $ | 1,064,725 | (28.0 | )% | ||||
Acquired revenues | (3,797 | ) | — | *** | ||||||
Currency impact | 1,867 | — | *** | |||||||
Exited operations | (2 | ) | (957 | ) | (99.8 | )% | ||||
Deferred revenue adjustment | 980 | — | *** | |||||||
Same store total revenue | $ | 766,048 | $ | 1,063,768 | (28.0 | )% | ||||
Pro forma advertising and marketing services revenue | $ | 356,919 | $ | 573,026 | (37.7 | )% | ||||
Acquired revenues | (286 | ) | — | *** | ||||||
Currency impact | 1,167 | — | *** | |||||||
Exited operations | (2 | ) | (653 | ) | (99.7 | )% | ||||
Deferred revenue adjustment | 396 | — | *** | |||||||
Same store advertising and marketing services revenue | $ | 358,194 | $ | 572,373 | (37.4 | )% | ||||
Pro forma circulation revenue | $ | 342,645 | $ | 397,942 | (13.9 | )% | ||||
Acquired revenues | — | — | *** | |||||||
Currency impact | 543 | — | *** | |||||||
Exited operations | — | (146 | ) | (100.0 | )% | |||||
Deferred revenue adjustment | 584 | — | *** | |||||||
Same store circulation revenue | $ | 343,772 | $ | 397,796 | (13.6 | )% | ||||
Pro forma other revenue | $ | 67,436 | $ | 93,757 | (28.1 | )% | ||||
Acquired revenues | (3,511 | ) | — | *** | ||||||
Currency impact | 157 | — | *** | |||||||
Exited operations | — | (158 | ) | (100.0 | )% | |||||
Same store other revenue | $ | 64,082 | $ | 93,599 | (31.5 | )% | ||||
*** Indicates an absolute value percentage change greater than 100
USE OF NON-GAAP INFORMATION
The Company uses non-GAAP financial performance and liquidity measures to supplement the financial information presented on a GAAP basis. These non-GAAP financial measures, which may not be comparable to similarly titled measures reported by other companies, should not be considered in isolation from or as a substitute for the related GAAP measures and should be read together with financial information presented on a GAAP basis.
The Company defines its non-GAAP measures as follows:
• | Adjusted EBITDA is a non-GAAP financial performance measure the Company believes offers a useful view of the overall operation of our business. The Company defines Adjusted EBITDA as net income (loss) attributable to Gannett before (1) income tax expense (benefit), (2) interest expense, (3) gains or losses on early extinguishment of debt, (4) non-operating items, primarily pension costs, (5) depreciation and amortization, (6) integration and reorganization costs, (7) impairment of long-lived assets, (8) goodwill and intangible impairments, (9) net loss (gain) on sale or disposal of assets, (10) equity-based compensation, (11) acquisition costs, and (12) certain other non-recurring charges. The most directly comparable GAAP financial measure is net income (loss) attributable to Gannett. |
• | Free cash flow is a non-GAAP liquidity measure that adjusts our reported GAAP results for items we believe are critical to the ongoing success of our business. The Company defines Free cash flow as net cash provided by operating activities as reported on the statement of cash flows less capital expenditures, which results in a figure representing Free cash flow available for use in operations, additional investments, debt obligations, and returns to shareholders. The most directly comparable GAAP financial measure is net cash from operating activities. |
Management’s Use of Non-GAAP Measures
Adjusted EBITDA and Free cash flow are not measurements of financial performance under GAAP and should not be considered in isolation or as an alternative to income from operations, net income (loss), cash flow from continuing operating activities, or any other measure of performance or liquidity derived in accordance with GAAP. We believe our non-GAAP measures as we have defined them are helpful in identifying trends in our day-to-day performance because the items excluded have little or no significance on our day-to-day operations. These measures provide an assessment of controllable expenses and afford management the ability to make decisions which are expected to facilitate meeting current financial goals as well as achieve optimal financial performance.
Adjusted EBITDA provides us with a measure of financial performance, independent of items that are beyond the control of management in the short-term such as depreciation and amortization, taxation, non-cash impairments, and interest expense associated with our capital structure. This metric measures our financial performance based on operational factors that management can impact in the short-term, namely the cost structure or expenses of the organization. Adjusted EBITDA is one of the metrics we use to review the financial performance of our business on a monthly basis.
We use Adjusted EBITDA as a measure of our day-to-day operating performance, which is evidenced by the publishing and delivery of news and other media and excludes certain expenses that may not be indicative of our day-to-day business operating results. We consider the unrealized (gain) loss on derivative instruments and the (gain) loss on early extinguishment of debt to be financing related costs associated with interest expense or amortization of financing fees. Accordingly, we exclude financing related costs such as the early extinguishment of debt because they represent the write-off of deferred financing costs, and we believe these non-cash write-offs are similar to interest expense and amortization of financing fees, which by definition are excluded from Adjusted EBITDA. Additionally, the non-cash gains (losses) on derivative contracts, which are related to interest rate swap agreements to manage interest rate risk, are financing costs associated with interest expense. Such charges are incidental to, but not reflective of, our day-to-day operating performance, and it is appropriate to exclude charges related to financing activities such as the early extinguishment of debt and the unrealized (gain) loss on derivative instruments which, depending on the nature of the financing arrangement, would have otherwise been amortized over the period of the related agreement and does not require a current cash settlement. Such charges are incidental to, but not reflective of our day-to-day operating performance of the business that management can impact in the short term.
Limitations of Non-GAAP Measures
Each of our non-GAAP measures has limitations as an analytical tool. They should not be viewed in isolation or as a substitute for GAAP measures of earnings or cash flows. Material limitations in making the adjustments to our earnings to calculate Adjusted EBITDA and using this non-GAAP financial measure as compared to GAAP net income (loss) include: the
cash portion of interest / financing expense, income tax (benefit) provision, and charges related to impairment of long-lived assets, which may significantly affect our financial results.
A reader of our financial statements may find this item important in evaluating our performance, results of operations, and financial position. We use non-GAAP financial measures to supplement our GAAP results in order to provide a more complete understanding of the factors and trends affecting our business.
Adjusted EBITDA and Free cash flow are not alternatives to net income, income from operations, or cash flows provided by or used in operations as calculated and presented in accordance with GAAP. Readers of our financial statements should not rely on Adjusted EBITDA or Free cash flow as a substitute for any such GAAP financial measure. We strongly urge readers of our financial statements to review the reconciliation of income (loss) from continuing operations to Adjusted EBITDA and the reconciliation of net cash from operating activities to Free cash flow, along with our consolidated financial statements included elsewhere in this report. We also strongly urge readers of our financial statements to not rely on any single financial measure to evaluate our business. In addition, because Adjusted EBITDA and Free cash flow are not measures of financial performance under GAAP and are susceptible to varying calculations, the Adjusted EBITDA and Free cash flow measures as presented in this report may differ from and may not be comparable to similarly titled measures used by other companies.
NON-GAAP FINANCIAL INFORMATION ADJUSTED EBITDA Gannett Co., Inc. and Subsidiaries Unaudited, in thousands | |||||||||||||||
Table No. 6 | |||||||||||||||
Three months ended June 30, 2020 | |||||||||||||||
Publishing | Marketing Solutions | Corporate and Other | Consolidated Total | ||||||||||||
Net income (loss) attributable to Gannett | $ | (328,207 | ) | $ | (43,226 | ) | $ | (65,460 | ) | $ | (436,893 | ) | |||
Benefit for income taxes | — | — | (34,276 | ) | (34,276 | ) | |||||||||
Interest expense | 92 | — | 57,836 | 57,928 | |||||||||||
Loss on early extinguishment of debt | — | — | 369 | 369 | |||||||||||
Non-operating pension income | (17,480 | ) | — | (73 | ) | (17,553 | ) | ||||||||
Other non-operating items, net | (3,066 | ) | (2,614 | ) | (581 | ) | (6,261 | ) | |||||||
Depreciation and amortization | 56,553 | 4,004 | 5,770 | 66,327 | |||||||||||
Integration and reorganization costs | 20,619 | 2,962 | 8,725 | 32,306 | |||||||||||
Acquisition costs | — | — | 2,379 | 2,379 | |||||||||||
Impairment of long-lived assets | 6,859 | — | — | 6,859 | |||||||||||
Goodwill and mastheads impairment | 352,947 | 40,499 | — | 393,446 | |||||||||||
Net (gain) loss on sale or disposal of assets | (449 | ) | 516 | 21 | 88 | ||||||||||
Equity-based compensation | — | — | 7,391 | 7,391 | |||||||||||
Other items | 4,123 | 643 | 1,142 | 5,908 | |||||||||||
Adjusted EBITDA (non-GAAP basis) | $ | 91,991 | $ | 2,784 | $ | (16,757 | ) | $ | 78,018 | ||||||
Three months ended June 30, 2019 | |||||||||||||||
Publishing | Marketing Solutions | Corporate and Other | Consolidated Total | ||||||||||||
Net income (loss) attributable to Gannett | $ | 24,830 | $ | (3,807 | ) | $ | (18,208 | ) | $ | 2,815 | |||||
Income tax expense (benefit) | — | — | (343 | ) | (343 | ) | |||||||||
Interest expense | 23 | — | 10,189 | 10,212 | |||||||||||
Non-operating pension income | (208 | ) | — | — | (208 | ) | |||||||||
Other non-operating items, net | (162 | ) | — | 59 | (103 | ) | |||||||||
Depreciation and amortization | 21,769 | 778 | 781 | 23,328 | |||||||||||
Integration and reorganization costs | 4,074 | 180 | 24 | 4,278 | |||||||||||
Acquisition costs | — | — | 2,364 | 2,364 | |||||||||||
Impairment of long-lived assets | 2,469 | — | (1,207 | ) | 1,262 | ||||||||||
Net (gain) loss on sale or disposal of assets | 2,159 | 1 | (1,213 | ) | 947 | ||||||||||
Equity-based compensation | — | — | 707 | 707 | |||||||||||
Other items | 539 | 389 | 1,108 | 2,036 | |||||||||||
Adjusted EBITDA (non-GAAP basis) | $ | 55,493 | $ | (2,459 | ) | $ | (5,739 | ) | $ | 47,295 | |||||
NON-GAAP FINANCIAL INFORMATION FREE CASH FLOW Gannett Co., Inc. and Subsidiaries Unaudited, in thousands | |||
Table No. 7 | |||
Three months ended June 30, 2020 | |||
Net cash flow used for operating activities (GAAP basis) | $ | (35,849 | ) |
Capital expenditures | (8,374 | ) | |
Free cash flow (non-GAAP basis)(1) | $ | (44,223 | ) |
(1) Free cash flow for the second quarter was negatively impacted by $23.7 million of integration and reorganization costs and $0.1 million of acquisition costs.