Greetings, and welcome to the Gannett 3Q Earnings Conference Call. [Operator Instructions] As a reminder, this conference is being recorded. It is now my pleasure to introduce your host, Matthew Esposito of Investor Relations. Thank you. Please go ahead..

Thank you. Good morning, everyone, and thank you for joining our call today to discuss Gannett's third 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 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. Good morning, everyone. Thanks for joining our call this morning. As I know you are all aware, the macro environment has remained challenging. However, we are encouraged by the stabilization and trends in the third quarter compared to the end of the second quarter.

As you may recall, the operating environment declined quickly from Q1 to Q2, but we maintained much more consistent trends during the third quarter. We also continued to make great progress in our digital transformation, with solid growth in our digital only subscription business and our digital marketing solutions business.

During the third quarter, we also implemented several cost control initiatives that made immediate impacts on our cost base. We are already seeing the benefits from these cost actions with sequential improvements to adjusted EBITDA and adjusted EBITDA margin in the third quarter.

But we expect these benefits to ramp substantially in the fourth quarter and in 2023. We also continued to meaningfully repay debt and remain on track with our debt reduction plan. While the operating environment remains challenging, we are confident we have the right plans in place to navigate the backdrop successfully.

Our financial results for the third quarter reflect continued progress on our strategy, as well as early progress on our new costs initiatives implemented to combat the current inflationary environment.

Overall revenue trends in the third quarter were consistent with how we ended Q2, but adjusted EBITDA and adjusted EBITDA margin as I just mentioned, improved slightly. However, while we haven't seen conditions improve at this juncture in the macro environment, we are seeing stabilization.

This leads us to believe our Q4 adjusted EBITDA and adjusted EBITDA margin will improve significantly as our recent cost actions take full effect. Further, we are taking additional measures in Q4 that will lead to adjusted EBITDA and margin improvement in 2023. We'll dive into the specifics later in the call.

But implementing these cost control measures, which started to ramp in the third quarter helped drive sequential EBITDA and margin improvement in the third quarter as I mentioned. Despite the third quarter typically, from a seasonality perspective being smaller or lower from a revenue standpoint.

We expect more substantial benefit from these cost actions in the fourth quarter. And we also believe the peak decline in adjusted EBITDA from a year-over-year perspective is now behind us.

As part of our long-term Northstar strategy, we continue to make progress shifting from legacy print, which continues to face secular declines to more stable recurring digital revenue, both in our digital subscription business and our digital marketing solutions business.

We have confidence and believe that despite the challenging environment, the growth in our various digital revenue businesses and our efforts to strategically modify our cost structure. Our position in Gannett to drive revenue and free cash flow growth as well as significant long-term value for our shareholders.

Transformation such as ours are rarely a straight path. And while the unforeseen economic backdrop has impacted us negatively in the near-term, we believe in our strategy and remain committed to leveraging our data, scale and content to evolve with urgency as a predominantly digital business with growing revenue and free cash flows.

The results in our digital media and digital marketing solution businesses continue to be encouraging and give us confidence in our strategy and our digital transformation. We ended the third quarter with 1.98 million paid digital-only subscribers, which represents year-over-year growth of nearly 30%.

And during October, we surpassed 2 million paid digital-only subscribers, a nice milestone. With growth in ARPU, our digital only subscription revenue grew over 35% on a same-store basis in the third quarter, as compared to the prior year.

Our digital marketing solution results in the quarter were also encouraging and continue to show nice growth across several key metrics. The business achieved new highs in core platform revenue during the quarter, while maintaining strong adjusted EBITDA, adjusted EBITDA margin and core platform ARPU.

As part of our long-term strategy, debt pay down remains a high priority and we have continued to make great progress each quarter, evidenced again now by repaying $55 million of debt subsequent to the second quarter. Year-to-date, we have repaid $130 million of debt and we are on-track to repay $150 million to $200million of debt by the end of 2022.

We currently have approximately $90 million of real estate assets in various stages of the sales pipeline and we are confident in our ability to continue to move the needle in lowering our debt balance. Now let's turn to the third quarter highlights by business.

Growing our digital-only subscription customer base and revenue and accelerating growth in the digital marketing solutions segment remain two of our top priorities. Quarter-over-quarter, we added 116,000 net new digital-only paid subscriptions.

We believe our commitment to data, product, compelling journalism and the monetization of our platform is the foundation for accelerating Gannett's digital transformation and the path to 6 million digital-only subscribers.

To continue growing and accelerating our digital subscriber base, we intend to capitalize on our large organic audience of 178 million average monthly unique visitors, of which 126 million of those visitors come from our USA TODAY network and that's measured by Comscore and 52 million come from our UK digital properties.

Our ability to understand our user's behavior and curate an experience that will drive engagement and loyalty will allow us to increasingly monetize that large audience. Our digital-only subscriber growth has been primarily in our local markets to date, and we believe we still have significant opportunity in these local communities.

Since the local subscribers we have today only represent approximately 3% of our overall local audience. Therefore, we believe it's important to double down on the local proposition and how we interact in these local markets with our consumers.

We intend to take additional steps in the coming months to assert our strength in local markets as we deliver on our mission to empower communities to thrive as we drive additional digital subscriber growth.

We also see a continued monetization opportunity and the larger overall total addressable market in nonlocal areas such as USA TODAY, and a crossword subscription platform, where we are just beginning to see solid success.

In just over a year, USA TODAY as a paid subscription product is now the number one brand in the Gannett portfolio in terms of digital subscriptions, and our crossword subscriptions have nearly tripled. Both are still in the early stages of their digital subscription journey.

But we are energized and encouraged about the opportunity for future monetization of these platforms. In addition, partnerships are a key focus for Gannett, as we are aligning with brands that share our values and enable us to expand our audience in monetization opportunities.

Examples of a few partnerships include the Weather Channel, T-Mobile, as well as McClatchy, where we specifically bundle content from USA TODAY with their offerings.

We intend to roll out additional partnerships and expect to bundle across our own platforms, as we believe this is an opportunity to further accelerate, paid digital only subscriptions and provide additional value to our current 2 million paid digital only subscribers.

During the third quarter, we also experienced significant growth in our total registered users and newsletter subscribers. We ended the quarter with 5.4 million registered users and 8.3 million newsletter subscribers, which represents meaningful growth of 49% and 30%, respectively, year-over-year.

As we mentioned previously, these registered users are important to our strategy, as we typically see significantly higher subscription conversion rates than we do from anonymous users.

We are focused on increasing the registration of users and providing a rich experience to our digital product to enhance registrations and increase our ability to collect reader signals and first party data, as this will allow us to monetize the platform more effectively.

We are building datasets and insights based on signals from registered users at scale, and are taking an innovative approach to the future of how we identify our users and cohorts. That said, both our registered users and newsletter subscribers continue to be important consumer acquisition and subscriber engagement channels for us.

And moving forward our goal will be to build on these relationships, activate those users and convert a portion of this highly engaged pool of users into paid subscribers. Now turning our digital marketing solutions business.

We achieved record core platform revenues of approximately 119 million in the third quarter up 5.3% year-over-year, and we continued to maintain double-digit adjusted EBITDA margins. The majority of our revenue in the DMS segment is recurring and structured on evergreen contracts with monthly customer budget retention rates of 95%.

We continue to expand our DMS product offerings through our freemium experience, which recently launched a new account creation flow and keyword tool that contributed to us seeing our daily registered users nearly triple to approximately 18,000 in the third quarter.

Registered users continue to grow meaningfully each quarter, and have quickly grown to over 29,000 as of the end of October. We also updated our dashboard and navigation on our freemium sites, as well as added a new customer relationship management solution, and we streamlined payment and checkout options.

We believe Gannett’s premium customer segment is important for future growth, as these are local businesses across the country that have registered with us and are engaged with our platform and products. In the third quarter, digital revenue accounted for approximately 36% of total revenue.

We believe the progress made on our key operating pillars will set us up for a future inflection in revenue. But our focus is also on stabilizing the declines of our legacy business, which have been intensified by the current economic backdrop and distribution labor shortages.

Results in print circulation remained consistent to the declines we saw at the end of the second quarter, and continue to reflect a more price sensitive customer and ongoing delivery challenges.

To that end, we have implemented several actions intended to improve the subscriber experience, such as two-year price locks, limiting price increases, and improving customer service through improved distribution efforts.

Regarding open routes in distribution challenges, we are making the necessary investments to ensure we have carriers to deliver our product to our valued customers. We are using data to inform our investments in the areas with the highest ROI.

This may result in incremental spend, but we believe the investment extends the lifetime value of our subscribers. Since the second quarter of 2022, we have reduced the percentage of open delivery routes from 14% to 10%. Very meaningful progress.

We're also converting to mail delivery in certain markets where it's viable from a customer and a financial perspective. Our goal is to reliably deliver to the consumer and lower costs in some cases, as well as eliminate unprofitable distribution routes where possible.

These actions and more that are in the works are intended to improve retention, stabilize our print circulation trends, and most importantly, improve the lifetime value of our print subscriber base. We remain very optimistic about our future, both from a business growth standpoint, as well as value creation for our shareholders.

Our digital growth areas, namely our digital only subscription business and our digital marketing solutions business, continue to grow at healthy rates and have significant addressable markets.

While digital only subscribers outpace digital marketing solutions in the third quarter, we expect our digital marketing solutions revenue trends to experience significant sequential improvements in Q4 as well as double-digit revenue growth again in 2023.

We believe we are in a competitive position in both businesses given the scale of our audience, and our long-standing involvement and knowledge of the communities where we operate.

We have implemented or have line of sight on cost reductions of approximately reductions of approximately 200 million and therefore feel very confident about our recently stated target of 200 million to 240 million of adjusted EBITDA improvement from these actions.

This will result in meaningful sequential growth in adjusted EBITDA and margin in Q4, and we expect to carry this momentum into 2023. As I mentioned earlier, we continue to aggressively pay down our first lien debt. And as a reminder, we do not have any debt covenant other than a $30 million minimum cash requirement.

So we are not at risk of any default on our credit agreement. Further our interest and pension payments are declining, which will also lead to future free cash flow growth, and we expect to end the year with approximately $600 million in federal NOLs.

We continue to have a shareholder Rights Plan that went into effect on April 6, 2020 and expires three years later on April 5, 2023.

The Rights Plan was enacted to protect the significant NOL that we have during the three year period, following the date of the acquisition of Gannett in November of 2019, which had a significant impact on the company's cumulative change in control.

While this Rights Plan is in place through April of 2023, we will reach the three year mark of the acquisition on November 19 of this year, so in a couple of weeks, which will substantially lower the cumulative change in control and we welcome conversations with shareholders who are interested in taking a larger position.

We continue to believe in our Northstar strategy and our ability to reach an inflection point in 2024, leading to long-term sustainable revenue and cash flow growth. All of the facts and data points I just went through lead me to believe that, our future is bright and our share price will recover as we continue to execute.

Our commitment to execution leads us to reiterate our 2022 full year guidance and we expect to be within the midpoints of our previous guidance ranges. With that, I'd like to turn the call over to Doug now to provide additional detail and color around our third quarter financial results.

Doug?.

Thank you, Mike, and good morning, everyone. If you will recall, we saw significant deterioration in trends from Q1 to Q2.

And some good news for Q3 is that total operating revenues performed similar to what we experienced at the end of the second quarter and while we have not seen revenue trends improve yet, we are encouraged that we did not see revenue trends deteriorate from where we ended the second quarter.

We are also encouraged that our recent cost actions will result in improvements going forward in adjusted EBITDA and free cash flow. Our third quarter results did continue to see pressure on digital advertising spend and home delivery circulation from our print subscribers.

For Q3, total operating revenues were $717.9 million, a decrease of 10.3% as compared to the prior year quarter. On a same-store basis, operating revenues decreased 9% year-over-year as compared to the down 6.3% year-over-year in the second quarter, but importantly, in line with June's year-over-year decline of 8.5%. Given the strength in the U.S.

dollar relative to the UK pound, currency translation negatively impacted our reported revenue by $10.7 million or about 133 basis points as compared to the prior year period. Adjusted EBITDA totaled $51.9 million in the third quarter, down $50.2 million, or 49.1% year-over-year. Adjusted EBITDA margin was 7.2% versus 12.8% in the prior quarter.

The decline in adjusted EBITDA year-over-year was caused by the inflationary pressures we experienced this year, along with the ongoing challenges in digital advertising and print circulation, which continue to be impacted by secular pressures, the overall macro environment and distribution labor shortages.

We estimate the ongoing inflationary pressures in the third quarter resulted in a $29 million year-over-year increase in costs largely in the media segment. Those costs were tied to distribution, newsprint, fuel, utilities, and event security and materials.

When combined with the impact we experienced in the first half of 2022, we estimate a negative impact of approximately $74 million for the first three quarters of 2022 as a result of these factors.

Also, I think it's important to keep in mind that the company benefited from approximately $15 million of PPP loan forgiveness in the third quarter of 2021. And taken together with a $29 million inflationary impact, the account for the vast majority of the year-over-year adjusted EBITDA decline.

In the third quarter, we experienced a sequential improvement of 40 basis points and adjusted EBITDA from Q2 and we expect this trend to accelerate in Q4. Along with a significant improvement in adjusted EBITDA, we also anticipate improvement in our total revenue in the fourth quarter, due to Q4 being a seasonally stronger quarter.

On the bottom line, we ended the third quarter with a net loss attributable to Gannett of $54.1 million and $48.4 million of adjusted net income attributable to Gannett.

Our net loss attributable to Gannett of $54.1 million includes $44.8 million of depreciation and amortization, and was negatively impacted by increasing integration and reorganization costs tied to headcount reductions, as well as a $13.5 million onetime items associated with multi-employer pension plan withdrawal liability, and an operating lease buyout, which was a component of a broader real estate sale in Q3.

The Q3 net loss also reflects the cumulative impact in our tax provision of the limited deductibility of our interest expense. Total digital revenues were $256.4 million in Q3, representing a decrease of 2.3% year-over-year on a same-store basis. And they accounted for approximately 36% of total revenue.

Our decline in total digital revenues was heavily influenced by continued softness in digital media, which fell 24.8% 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.

Despite the headwinds in digital advertising, our digital only circulation and digital marketing solutions, businesses are making great progress.

Our digital only circulation revenue of $34.5 million grew 35.4% compared to the prior year on a same-store basis, while ARPU grew approximately 2% year-over-year, we expect to see continued momentum and engagement as we further utilize audience and product analytics to fine tune and personalize our premium and personalize our premium content, optimize our subscriber funnel efficiency, scale our new subscription products, build and launch new subscriber partnerships and apply data science to improve retention and minimize churn.

All of these efforts are underway and we're excited to see their impact on our trends. In our digital marketing solutions business, total revenue in the quarter reached a record high of $120 million, an increase of 3.4% year-over-year on the same store basis.

Adjusted EBITDA for the segment was $15.7 million, representing a strong double-digit margin of 13.1% in the third quarter. Compared to the prior year quarter, the core platform revenue increased 5.3% year-over-year. Average monthly customer count increased by nearly 400 year-over-year and represents a 2.6% increased.

ARPU reached a record high of $2,511 per month and grew 2.6% versus the prior year. All of these positive trends reflect both a continued focus on our product portfolio and contribution from our local media sales channels. In terms of quarter-over-quarter results, there was a slight decline from 16,200 customers in Q2 to 15,800 customers in Q3.

The sequential decline was a result of seasonality as we have a large base of home services clients who typically pause spend on the platform in Q3. However, our ARPU and revenue continued to increase in Q3 as compared to Q2. Let's now turn to the balance sheet.

Our cash balance was $124.9 million at the end of Q3, resulting in net debt of approximately $1.19 billion. Free cash flow in the third quarter was $18.6 million, which included $22.4 million of cash integration and reorganization and interest paid of $9.1 million.

We ended the third quarter with approximately $1.32 billion of total debt and our first lien net leverage was 2.5 times, which reflected $24.3 million of total debt paid down. During the third quarter, we repurchased $7 million of our 2026 senior notes for approximately $5.5 million, representing a discount to par.

We also repaid $17.3 million of our term loan through real estate and other asset sales, totaling $2.2 million, as well as our quarterly amortization payment of $15.1 million.

Subsequent to the third quarter, we repurchase an additional $17.8 million of our 2026 senior notes for approximately $14.4 million and we also repaid $12.8 million of our term loan with cash on hand as of September 30. This translates into $55 million of total debt paid down in the second half of 2022 and $130 million on a year-to-date basis.

In Q3, we completed 12 Real Estate and other assets sales totaling $34.6 million, bringing our year-to-date total for real estate and other assets sales to $64.1 million. We have raised our expected real estate and other assets sales for the full year of 2022 to be in the range of 65 million to 75 million.

And as Mike mentioned earlier, we have $90 million of real estate in various stages of the sales pipeline. In the third quarter, we entered into an arrangement to transfer $450 million of the company's pension liabilities to two insurance companies.

This transaction maintained all of the participant benefits and allowed us to remove the liability at a favorable rate and eliminate any future liability or asset exposure on significant portion of our plan.

Further, the pension plan expects approximately $20 million of future economic savings as a result of reduced administrative costs, given the lower number of participants moving forward. Lastly, in the third quarter, we began the implementation of our significant cost reduction program.

We are targeting $200 million to $240 million in annualized cost savings or adjusted EBITDA improvement through various initiatives. And as of the end of October, we have successfully executed initiatives that have a run rate benefit of $115 million and we have also identified initiatives that represent an additional $85 million of run rate benefit.

Within the third quarter, we reduced US headcount by 6.5%. This included eliminating 468 employees or 3.5% of the workforce. We also eliminated approximately 400 open positions. We have also begun executing transformative cost reductions that will create a more variable cost structure.

We are currently increasing the outsourced scope of administrative and business support functions such as finance, accounting, sales enablement and technology.

And while cost reductions will to some degree impact the entire organization, our focus has been on reducing centralized costs in order to preserve our resources in the markets and communities that we serve.

We are also leveraging technology to increase our level of automation and efficiency in areas such as B2B marketing, accounting and data intelligence.

We have traditionally had a largely variable cost structure, but with automation and outsourcing and reduced management layers, we believe that we can further increase the variability of our cost structure.

We also took temporary actions in the beginning of the fourth quarter, which included mandatory leave and the suspension of certain employee benefits. These cost control actions provide us an additional near-term flexibility as we work to finalize the remaining permanent cost actions.

In total, we estimate that we realized $17 million of savings associated with these cost actions in Q3 and we expect $40 million of benefit in Q4 along with an additional $10 million in reduced expenses tied to the temporary actions in the fourth quarter.

And as I previously mentioned, these cost actions drove a sequential improvement to adjusted EBITDA in the third quarter, and given the timing of our actions, we expect a significant increase to adjusted EBITDA and total revenue in the fourth quarter.

We recognize that these decisions take a financial and emotional toll on our employees, but mitigating these economic pressures now, it is necessary to create a healthier and stronger organization for the long-term. I want to thank our employees for their collective work and contributions to drive Gannett's mission and long-term strategy.

I will now hand the call back over to the operator for questions and then we will go back to Mike to wrap up..

[Operator Instructions]. Our first question is from Doug Arthur of Huber Research..

I think I was on mute. And then I thought I hung up. In terms of the inflationary cost pressures, have you seen any mitigation? I mean, I know earlier in the year, you talked about fuel costs. I assume those have eased a little bit. I'm not quite sure, I didn't haven't seen the queue yet, in terms of what's going on with newsprint.

Any positives going on there, at least going into the fourth quarter?.

Doug, this is Doug. So in terms of inflationary impacts, I would say that we've seen stabilization and maybe a slight improvement in fuel, but stabilization in terms of paper, quarter on quarter, I think we are still seeing some increases in terms of distribution as we make investments to improve our route coverage and delivery to our consumers.

So that is still I think, a variable that's going up. But other than that, I think the good news is we've seen stabilization across most other categories..

And in terms of these big cost reduction efforts, in addition to headcount, I mean, this is all about outsourcing at this point?.

I mean, I think there's a large portion in terms of outsourcing, but as part of outsourcing, really looking at how we do business internally, and also in engage with our customers externally. So we're looking for really kind of process improvement and process efficiency.

And in some cases, I think we're evaluating kind of the overall kind of go-to-market strategy in different markets to just to make sure that we have the right strategy, which is aligned with our Northstar priorities that allows us to unlock the maximum amount of cost savings as we move forward..

Okay. And then final question. You gave out a specific digital net add number, did you say 165? I missed that..

Is 116. .

I'm sorry. 116. Okay..

Our Next question is from Jason Bazinet of Citi..

A top line question.

Can you guys remind us when you guys are sort of aiming to sort of hit crossover in terms of getting back to flattish organic growth?.

Yes, Jason, we're targeting 2024 as our inflection point that that remains the target. It's been our target for a considerable amount of time now, hasn't changed. We haven't given a specific quarter within 2024. But within calendar year 2024, we expect to see revenue stabilization first and then revenue growth..

And then can I also just something on Doug’s questions on inflation the 29 million that you called out as inflationary impact.

Is that, should we think about that on a year-over-year basis, or that's like a sequential impact?.

That's a year-over-year impact. So it's looking at kind of the year-over-year change..

And then how are you guys thinking more broadly about inflation other than those specific newsprint and distribution items that you call out, in that 29 million just for the for the broader expense space? I ask if it's a little bit challenging, that we read these CPI numbers at 8% or 9% inflation, but a lot of it does seem to be rent related and food related and things that aren't going to impact you.

So I would you just sort of characterize the overall inflation pressures outside the 29 million in those specific areas you called out?.

I mean, from my perspective, I think, it's hard looking too far in the future, these days, given kind of there's a lot of uncertainty. And I think there's a lot of different views as to what the broader economic environment will do next year.

But as we sit here today, I would say that I think we've seen other than in delivery, where we're still having to make investments to close open routes, I would say we've seen stabilization across most other categories, and we're not expecting any significant further increases.

But again, I think that can change depending upon kind of what happens with the economy next year. But as we sit here now, we feel pretty good about where we're at..

We have reached the end of the question-and-answer session. I would like to turn the floor back over to Mike Reed for any closing comments. Please go ahead, sir..

Thank you. So let me just close with a few comments. It's not lost on us that this remains a challenging environment. But as you heard today, on the call, we are encouraged by a number of key wins in the third quarter and some of the stabilization we've seen.

We continue to see solid growth in our digital only subscription business and our digital marketing solutions business, and we have accomplished major milestones in both of those businesses during the third quarter.

Further, our cost action plans had an immediate impact on Q3 adjusted EBITDA, but as you heard today, we really expect to see the ramp from that in Q4, and also for full year 2023. So we expect pretty meaningful increases in both adjusted EBITDA and margin as we go forward.

We also continue to make substantial progress on debt repayment, which you heard today. And we've done that consistently throughout this year and really silver the last three years since the acquisition of Gannett.

So while we continue to operate in a challenging environment, we feel like we have all the necessary components in place for short-term and long-term success going forward from today. So thank you all for joining us today. We look forward to updating you on our fourth quarter when we get out into February of next year.

And again, thanks for joining us today..

Ladies and gentlemen, that concludes today's conference. Thank you for joining us. You may now disconnect your lines..