Greetings, and welcome to the Gannett 2Q Earnings Conference Call. [Operator Instructions) As a reminder, this conference is being recorded. It is now my pleasure to introduce your host, Matt Esposito of Investor Relations. Thank you, and over to you, sir..

Thank you. Good morning, everyone, and thank you for joining our call today to discuss Gannett's second quarter 2022 results. Presenting on today's call will be Mike Reed, Chairman and Chief Executive Officer; and Doug Horne, Chief Financial Officer. During this call, we will discuss Gannett's financial results for the quarter.

If you navigate to the Gannett website, you will find that we have posted an earnings supplement in addition to our earlier press release. We will be referencing it today on the call as it provides you with additional detail on this quarter's performance. Before we begin, please let me remind you that this call is being recorded.

In addition, certain statements made during this call are or may be deemed to be forward-looking statements, including those with respect to future results and events and are based upon current expectations. These statements involve risks and uncertainties that may cause actual results and events to differ materially from those discussed today.

We encourage you to read the cautionary statement regarding forward-looking statements in the earnings supplement as well as the risk factors described in Gannett's filings made with the SEC. Except as required by law, we undertake no obligation to publicly update or correct any of the forward-looking statements made during this call.

In addition, we will be discussing non-GAAP financial information during the call, including same-store revenues, free cash flow, adjusted EBITDA and adjusted net income attributable to Gannett. You can find reconciliations of our non-GAAP measures to the most comparable U.S. GAAP measures in the earnings supplement.

Lastly, I would like to remind you that nothing on this call constitutes an offer to sell or a solicitation of an offer to purchase any interest in Gannett. The webcast and audio cast are copyrighted material of Gannett and may not be duplicated, reproduced or rebroadcasted without prior written consent.

With that, I would like to turn the call over to Mike Reed, Gannett's Chairman and CEO..

Thanks, Matt, and good morning, everyone. Thanks for joining our call this morning. Like many companies across many industries, we experienced a very challenging second quarter, resulting from the difficult economic environment and rising pressures on the consumer.

On the top line, weakening consumer demand led to larger-than-expected declines in print subscription revenues, effectively pulling forward expected print revenue losses from future years. In addition, the digital advertising market came under pressure during the quarter.

From a cost perspective, the tight labor market affected our ability to keep circulation routes staffed as well as increased the cost of labor as we hire digitally savvy talent for our digital transformation.

In addition, newsprint, transportation and energy costs also rose negatively impacting both our Q2 results and our revised guidance for the full year takes into account all of these things and our expectations for the back half of the year.

However, there were some meaningful accomplishments in the second quarter that are clear indicators of the continued progress on our long-term growth initiatives. Our digital subscription business continued to grow at a strong pace, including both new paid subscribers and increased revenue, and we saw a slight increase in ARPU.

In addition, our digital marketing services business continued to perform well. We realized strong revenue and customer growth, increased ARPU and achieved strong adjusted EBITDA in that business. The structural reorganization we announced in early June is also driving positive momentum for our company.

By removing internal friction points and aligning talent expertise with the right parts of our business, we believe we are now more effective in both navigating near-term challenges and driving our long-term growth strategies.

Given that we do not expect the near-term pressures to abate in the second half of 2022, we have moved quickly to implement a significant cost reduction program.

Beyond taking significant and permanent costs out of the organization, primarily on the print side of our business, we are focused on transformative cost reductions that create a more variable cost structure going forward.

This transformation of the cost base is expected to involve an increased reliance on automation and third-party resource providers. We're also working on steps expected to improve our revenue performance, attacking things that have hindered performance in the past.

And of course, we are continuing to keep the highest priority and focus on our digital growth businesses and our long-term strategy.

Further, we remain committed to debt repayment and as you'll hear today, through identifying additional nonstrategic and real estate assets to bring to market, we believe we will repay debt by $150 million to $200 million within the year 2022, very close to our target at the beginning of the year.

So, to quickly summarize before turning to the detail of our business unit results. We have a very seasoned management team who have navigated choppy waters in the past. We are taking aggressive steps to manage our business in the near term while keeping our focus on driving our long-term digital growth.

We believe our strategy is right, and the pain we have now is pulling forward future losses, which will make us stronger as we move forward with a lower and more variable cost structure. We are bringing additional assets to market for debt repayment and our balance sheet is sound. Now let's turn to the second quarter results by business.

2 key categories for our long-term growth and transformation are our content platform, which is driving paid digital subscriber and audience growth and our digital marketing solutions platform, which is driving a SaaS-like B2B business with highly recurring revenue streams.

We continue to make meaningful progress in each of these 2 areas, which is very encouraging. We ended the quarter with 1.87 million digital paid subscriptions, growing 35% year-over-year. Quarter-over-quarter, we added 115,000 net new paid digital subscribers.

We expect to see continued momentum and engagement in this segment as we further utilize newsroom analytics to fine-tune and amplify our premium content optimize our subscriber funnel efficiency, scale our new subscription products, some of which include our Crossword product, our gaming platform, our USA TODAY and our sports vertical.

In addition, building and launching new subscriber partnerships and applying data science to improve retention and minimize churn. All of these efforts are underway, and we are excited and optimistic to see the positive impact on growth that they have.

We also experienced significant growth during the second quarter in our total registered users and newsletter subscribers. We ended the quarter with 4.9 million registered users and 8.5 million newsletter subscribers, which represents meaningful growth of 37% and 44%, respectively, year-over-year.

Both continue to be important consumer acquisition and subscriber engagement channels for us. And moving forward, our goal will be to build on those relationships, activate those users and convert a portion of this highly engaged pool of consumers into paid subscribers.

Our digital marketing solutions business achieved record core platform revenues of $116 million in the second quarter, up 11% year-over-year, and we maintained double-digit adjusted EBITDA margins. Our core customer count increased to its highest level since our new platform and product alignment in the fourth quarter of 2020.

Over 60% of our revenue in the digital marketing solutions segment is recurring and structured on evergreen contracts with customer budget retention rates of approximately 95%. I think that's a key point here that I really want everybody to take away.

Over 60% of our revenue in the digital marketing solutions segment is coming from recurring and structured evergreen contracts. We continue to expand our DMS product offerings through our freemium experience, ending the quarter with approximately 7,000 registered users.

Registered users have quickly grown to over 9,000 as of today, so basically through the month of July. These premium registered customers are in addition to our over 16,000 core platform customers.

Our freemium customer segment is important for future growth as these are businesses that have registered and are engaged with our platform and some of our products. We believe this channel will convert to paid customers at a higher rate than many of our other marketing channels.

Turning to our events business, which we brand USA TODAY Network Ventures. We experienced strong revenue growth in the second quarter, 34% year-over-year, driven by a return to in-person events and endurance races.

Throughout the quarter, Gannett hosted 94,000 attendees across 58 in-person events compared to 22,000 attendees and 18 in-person events in the same quarter of 2021. One example of this was our inaugural Masters Legends party, which featured appearances by Davis Love III and Colt Knost.

This past week, we hosted USA TODAY National High School Sports Awards, which is the country's largest high school sports recognition program. Our hosts were Rob Gronkowski and Vernon Davis. Stellar athletes in 29 sports were recognized, resulting in Player of the Year announcements within each sport.

Now the impact of macroeconomic conditions was felt most acutely in our legacy print business. Both print advertising and print circulation experienced greater-than-expected losses with home delivery revenue being the most severely impacted.

Our in-home distribution continues to be challenged by labor shortages, and we have seen a 67% increase year-over-year in the percentage of unstaffed delivery routes, further, a 267% increase in unstaffed delivery routes when compared to 2020.

Couple that with increasing consumer weakness and we saw accelerated print circulation losses more than we anticipated. And we clearly see that household budgets have tightened from gas at the pump to groceries and many other things. And we have heard this feedback directly from our loyal print subscribers.

However, we are making changes to improve the subscriber experience. Those things are underway, and we believe over time, the changes we are making will moderate those declines. Our digital subscriber and digital marketing solutions businesses continue to experience strong growth despite the tightening economy.

So while different operating and economic environments will be encountered from time to time, we remain focused on and believe in our long-term strategy of being a technology-enabled platform company with data and product driving our digital consumer subscription business and our subscription-like B2B digital marketing solutions business.

As I mentioned previously, we have an experienced management team that has persevered through previous economic downturns. Our recent organizational restructuring allows us to have a more distinct focus for our media and DMS businesses, and we believe provides us a better operating platform from which we can drive our business and achieve our goals.

This reorganization announced June 1 centralized the operations of our 2 distinct U.S. business units, Gannett media and digital marketing solutions. This structure was designed to align with our long-term strategic pillars and to provide us with greater internal efficiency and execution around our key operating pillars.

Specifically, the Gannett Media business unit, which we're calling media, focuses on news, content, operations such as print and distribution, business-to-business marketing solutions and subscription growth through a digital first lens.

Maribel Perez Wadsworth, who was most recently the President of News for Gannett and Publisher of the USA TODAY and the USA TODAY network, is now leading the media business unit.

Maribel is uniquely qualified for this role as she has been an instrumental member of Gannett's senior management team, and her business and industry experience includes running Gannett's News division, overseeing more than 4,000 journalists across more than 200 local news organizations and the flagship publication USA TODAY, and additionally, previously serving as Gannett's Chief Strategy and Transformation Officer.

The second business unit created under the restructuring is digital marketing solutions, which helps brands and businesses attract, retain customers and includes our local IQ digital marketing platform.

Chris Barton, formerly Gannett's Chief Product Officer, now serves as President of this unit and overseas operations that support marketing solutions, including customer services, product and engineering. Chris's expertise makes him well equipped to drive the next phase of innovation for this business.

As Gannett's Chief Product Officer since 2017, Barton has led product development for Gannett's consumer and marketing products. Previously, he led a global team as ReachLocal's Chief Product Officer, overseeing product and technology, receiving dozens of industry awards, including Google and Microsoft innovation honors.

This improved operating structure for Gannett and the reorganization is consistent with our long-term transformation to further drive the speed and urgency of our evolution to a customer-first subscription-led business powered by data and technology.

I am grateful for the experience, commitment and dedication of the management team, and I'm confident in our ability to overcome the disruptions we are facing today to deliver on our long-term strategy. Changing gears a bit.

During July, we restructured our sports gaming deal with Tipico as their expansion has been slower than anticipated, and they still operate in only 2 states.

The newly structured 4-year agreement with Tipico enables us to -- now enables us to work with other parties across the country in different geographies while still providing Gannett with qualified betting referral fees from Tipico, the new agreement included a buyout of our warrants to purchase equity in typical.

We are already often exploring opportunities with other sports gaming providers and expect to see increased revenue from this category moving forward. Before closing, it's personally important to me that I highlight our trusted and impactful journalism.

Our local and national journalism is more important than ever given the polarization in our country. It has never been more evident than in the past 45 days when USA TODAY and our local property network published 2 very important pieces.

One was the release of video footage by the Austin American statesmen of the tragic mass shooting in Uvalde, along with the Austin American statements translation to Spanish of the Texas House Committee investigative report released as a public service to the community, many who are native Spanish speakers.

The second story was the collaboration between the Columbus Dispatch and the Indianapolis Star in the wake of the [DOB's] decision about a 10-year-old victim who traveled from Ohio to Indiana for an abortion.

Our Columbus Dispatch reporter, Bethany Bruner, was the sole journalist in the courtroom, confirming the details of a horrific case that many believed was a fabrication. These stories reinforce the importance of local journalism and its impact. We drive accountability, we drive transparency and importantly, we drive change.

We are committed to seeking and reporting the truth and the communities we serve across the country. Now I'd like to hand the call off to Doug for more perspective on Q2 and the full year.

Doug?.

Thank you, Mike, and good morning, everybody. As Mike mentioned, our top line was negatively impacted in the second quarter as a result of a slowdown in digital advertising spend and increased price sensitivity from our print subscribers and to a lesser extent, unfavorable foreign currency impacts.

For Q2, total operating revenues were $748.7 million, a decrease of 6.9% as compared to the prior year quarter. On a same-store basis, operating revenues decreased 6.3% year-over-year as compared to down 2.5% year-over-year in the first quarter.

Same-store revenue trends in our digital marketing solutions segment held steady from Q1, growing 8.2% year-over-year, but the media segment faced increasing headwinds in digital media and in our traditional print businesses. Given the strength in the dollar relative to the U.K.

pound, currency translation negatively impacted our reported revenue by $7.6 million or about 95 basis points as compared to the prior year. Despite the challenging environment, total digital revenues continued to grow compared to the prior year on a same-store basis, up 1.5% year-over-year in Q2.

Total digital revenues were $261.8 million in Q2 and now account for 35% of total revenue. Adjusted EBITDA totaled $50.9 million in the quarter, down 56.1% year-over-year. Adjusted EBITDA margin was 6.8% versus the 14.4% recorded in the prior year quarter.

The decline in adjusted EBITDA year-over-year was caused by the unfavorable macroeconomic landscape, along with the secular pressures of our print revenue, which were accelerated by distribution shortages and greater price sensitivity in our print customer base.

Expenses included in adjusted EBITDA were $697.8 million, which increased 1.4% year-over-year, reflecting approximately $15 million from acquisitions made in our Newsquest entity and the ongoing inflationary pressures.

Specifically, the inflationary impact resulted in an estimated $23 million year-over-year and an increase in costs, tied to distribution, newsprint, fuel, utilities, event security and materials, the vast majority of which impacted the media segment.

When combined with the impact we saw in Q1, it translates to a year-to-date negative impact of approximately $44 million as a result of these factors. On the bottom line, we ended the second quarter with a net loss of $53.7 million and $26.9 million of adjusted net loss attributable to Gannett.

Our net loss includes $49.5 million of depreciation and amortization and was negatively impacted by increasing integration and reorganization costs tied to headcount reductions as well as the cumulative impact in our tax provision of the limited deductibility of our interest expense.

In Q2, our interest expense was approximately $26.1 million, which is down 26% from the prior year. Moving now to our segments. The media segment revenue in the second quarter was $664.8 million, a decrease of 8.2% as compared to the prior year and down 7.7% on a same-store basis. This compares to down 2.9% in the first quarter.

The media segment experienced accelerating declines in print advertising, decreasing 11.3% year-over-year on a same-store basis. Digital advertising and marketing services revenues decreased 8.9% on a same-store basis, primarily driven by softness in digital media, which decreased 17.8% on a same-store basis.

The decline in digital media reflects a softer programmatic advertising market, which resulted in declines in our national digital advertising. Also, as a result of policy changes in the broader advertising ecosystem, we experienced challenges in monetizing third-party affiliate inventory as compared to the prior year period.

Year-over-year, our Sports Media Group's digital advertising declined $11.3 million during the second quarter. That said, we continue to see growth in digital marketing services and digital classified, which increased 5.1% and 20.9%, respectively, on a same-store basis.

The digital marketing services revenue in the media segment was $35.1 million in the second quarter. We saw core client count increased 7.5% over the prior year quarter as a result of impressive performance and productivity from the local media sales channel. Moving now to circulation.

Circulation revenues decreased 11.7% compared to the prior year on a same-store basis, primarily caused by impacts to our home delivery and single copy sales. Over the last several months, we've seen increasing sensitivity to pricing, primarily with our home delivery subscribers.

This is exacerbated by the delivery challenges we're facing as well as we struggle to maintain appropriate coverage of delivery routes from an employee and third-party contractor basis, both of which are tied to labor shortages.

While print circulation, which declined 15.8% year-over-year on a same-store basis remains under pressure from industry-wide headwinds, our digital-only circulation revenue of $32.5 million grew 36.7% compared to the prior year on a same-store basis.

Although digital-only ARPU experienced declines year-over-year, we witnessed sequential growth of approximately 0.8%, which represents the second consecutive quarter of positive ARPU growth. Adjusted EBITDA for the media segment totaled $50.9 million, representing a margin of 7.6% in the second quarter.

Similar to Q1, the second quarter margin reflects cost pressures we are experiencing in a number of key categories, including postage, contract labor as well as higher newsprint prices, which rose 31% in the second quarter as compared with the prior year, and that is on top of investments made across content, data and marketing year-over-year to support our key growth pillars.

We did not see the same revenue headwinds in our digital marketing solutions segment, and we were very pleased with the progress in the second quarter. For the digital marketing solutions segment, total revenue in the quarter was $118 million, an increase of 8.2% year-over-year on a same-store basis.

Looking at core customers, which are those customers that utilize our proprietary digital marketing services platform, there was an increase from 15,400 customers in Q1 to 16,200 customers in Q2, and that's the highest number of active customers on the platform to date.

The DMS segment does still experience some seasonality with the second quarter historically stronger period. Compared to the prior year quarter, the core platform revenue, which accounts for over 97% of the revenue in the digital marketing solutions segment increased to 11.2% year-over-year.

Average monthly customer count increased by 940 year-over-year and represents a 6.2% increase. ARPU grew 4.8% versus the prior year and reflects a sharpened focus on the product portfolio as well as steady growth from our local media sales channel.

Adjusted EBITDA for the digital marketing solutions segment totaled $14.3 million, representing a strong double-digit margin of 12.1% in the second quarter. Let's now turn to the balance sheet. Our cash balance was $87.3 million at the end of Q2, resulting in net debt of approximately $1.26 billion.

Capital expenditures total led approximately $12.5 million during Q2, reflecting investments related to digital products, technology transformation and operating infrastructure.

Free cash flow in the second quarter was a use of cash of $43.3 million, which was negatively impacted by $34.1 million of interest payments, which included the first interest payment on the 2026 senior notes, which is payable every 6 months on an ongoing basis.

We ended the quarter with approximately $1.34 billion of total debt, and our first lien net leverage was 2.31x, which reflected $26.9 million of total debt paydown during the quarter as a result of $11.8 million of asset sales and $15.1 million of scheduled amortization on our senior secured term loan.

During the quarter, we completed 9 real estate sales totaling $6.4 million and completed 6 asset dispositions totaling $2.4 million. We continue to project $60 million to $70 million in total asset sales for the year.

However, as you heard Mike say, we are exploring the sale of a broader portfolio of real estate in an effort to increase the amount of asset dispositions for the remainder of the year and to further pay down the debt. In the second quarter, we repurchased 800,000 shares of common stock for $3.1 million under our share repurchase program.

Our level of share repurchases during the quarter was governed by maintaining a healthy level of liquidity in the face of uncertainty created by the overall macroeconomic environment. We firmly believe that being disciplined with our capital deployment strategy is the correct action in today's complex operating environment.

We continue to have significant cash on hand and still have opportunities to make meaningful real estate and other asset dispositions, which will further assist us in paying down debt.

As we look forward, we are mindful of the elevated uncertainty in the economy, but we are confident that we are prepared and well positioned for a broad range of outcomes. Turning now to guidance.

As Mike mentioned earlier, we are not satisfied with our results in Q2, and we are taking swift actions that we believe will allow us to adjust our cost base and level of investments in our growth pillars moving forward. We expect that these actions will benefit the second half of the year, but they will be naturally weighted more towards Q4.

Our cost transformation is not temporary in nature, and so we anticipate benefit from these actions into 2023 and beyond. Based on current trends and the actions that we're taking to actively mitigate those impacts, we are estimating that our full year adjusted EBITDA will be in the range of $270 million to $300 million.

We are also now forecasting free cash flow to be in the range of flat to positive $20 million for the year as a result of the reduction in operating performance, significantly higher severance and restructuring associated with our cost actions as well as increased interest costs.

This outlook reflects an assumption that same-store revenue trends will be down 6% to 7% for the annual period.

Overall, the primary drivers of the change in outlook are reduced expectations on the top line in our Gannett Media business unit and specifically the legacy print business and digital media monetization as well as continued inflationary pressures.

Despite these reduced expectations for 2022, we believe that our continued focus on driving growth in our digital businesses and specifically our digital-only circulation and our DMS business as well as aggressively reducing our cost base will enable us to navigate and exit this period of uncertainty with long-term value creation for our shareholders.

Our quarterly earnings supplement posted to our website at investors.gannett.com provides additional information regarding our forward-looking guidance and includes reconciliations of non-GAAP measures to the most comparable U.S. GAAP measures.

I will now hand it back over to the operator for questions, and then we will go to Mike for some closing comments.

Operator?.

Operator:.

Ladies and gentlemen, we have reached to the end of the question-and-answer session, and I'd like to turn the call back to Gannett's CEO, Mike Reed for his closing remarks. Over to you, sir..

It is my tremendous honor to lead Gannett. Staying true to our culture, values and strategy has enabled us to successfully navigate through various economic environments in the past. And I know the spirit of collaboration will propel us forward as we navigate the complicated environment ahead.

We are making the difficult choices to align our teams and our resources to further solidify Gannett and our commitment to our mission and our strategy. We recognize the coming months will be challenging, but these macroeconomic headwinds demand we act with urgency and they will pass.

We believe our subscription-led business model, robust balance sheet and experienced management team puts us in a solid position to weather this downturn and deliver value to our shareholders.

Most importantly, the significant progress that we have already achieved on our long-term digital growth strategy demonstrates the traction we have gained validates the premise of our plan and represents just the beginning of the value we expect to capture over time. I continue to be optimistic and feel we have a robust opportunity in front of us.

We appreciate your interest in Gannett, and we look forward to updating you on our progress on our next earnings call. Thank you all for joining today..

Thank you very much, sir. Ladies and gentlemen, this concludes today's conference..