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| 8-K - 8-K - Gannett Co., Inc. | gciq32020earningsrelea.htm |
Gannett Announces Third Quarter 2020 Results
Surpassed 1 million paid digital-only subscribers
Generated nearly $100 million of asset sales to accelerate debt paydown, subsequent to quarter-end
Ended the quarter with $189 million of cash and cash equivalents
Implemented $218 million in annualized synergies year to date
MCLEAN, VA — November 3, 2020 — Gannett Co., Inc. ("Gannett", "we", "us", "our", or "the Company") (NYSE: GCI) today reported its financial results for the third quarter ended September 30, 2020.
“Our third quarter results showed a significant and rapid rebound from the second quarter impact of the COVID pandemic and economic shut down,” said Michael Reed, Gannett Chairman and Chief Executive Officer. “Our same store revenue trend, though down 19.6% year over year, improved meaningfully over our second quarter trend of down 28.0% year over year. Third quarter Adjusted EBITDA was $88 million, up from $78 million in the second quarter. These results are particularly encouraging given the seasonal drag that we usually experience in the third quarter. We also reached a major milestone in our digital subscription growth, surpassing 1 million digital subscriptions during the quarter, thanks to continued strong growth of more than 31% year over year. As we continue to focus on transitioning to a subscription-led business model, we expect to leverage this important milestone to accelerate growth in 2021 and beyond.”
"We are also pleased to announce substantial progress on debt repayment and a strong liquidity position. Since the beginning of the fourth quarter, we have sold approximately $100 million of non-core assets and real estate. We'll apply the net proceeds of these sales to reduce our total debt outstanding to $1.633 billion. We are targeting another $100 million of debt repayment by early next year and remain focused on refinancing our credit agreement during the first half of 2021. In the meantime, our effective cost management and synergy implementation continue to bolster our liquidity; we ended the quarter with $189 million in cash on the balance sheet."
Financial Highlights
in thousands | Third quarter 2020 |
GAAP operating revenue | $814,539 |
GAAP net loss attributable to Gannett | (31,260) |
Adjusted EBITDA(1) (non-GAAP) | 87,980 |
Net cash flow provided by operating activities (GAAP basis) | 49,640 |
Free cash flow(1) (non-GAAP) | 42,853 |
(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.
Third Quarter 2020 Consolidated Results
Note: During the comparable period in 2019 until November 19, 2019, our corporate name was New Media Investment Group Inc. ("New Media"), and Gannett Co., Inc. (“Legacy Gannett”) was a separate publicly traded company. On November 19, 2019, we completed the acquisition of Legacy Gannett and changed our name to Gannett Co., Inc.
• | Third quarter revenues of $814.5 million rose 116.3% as compared to the prior year, reflecting the acquisition of Legacy Gannett. |
◦ | Same store pro forma revenues (as defined and reconciled below) decreased 19.6%, 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 $197.2 million in the third quarter, or 24.2% of total revenues. |
• | Over $218 million in annualized synergy measures were implemented by the end of the third quarter, with approximately $54.5 million in savings recognized in the quarter. |
• | On a pro forma basis, operating expenses included in Adjusted EBITDA decreased 19.3% to the prior year quarter due to the implementations of synergies, normal course cost reductions, and temporary expense actions in response to the COVID-19 pandemic. |
• | GAAP net loss attributable to Gannett of $31.3 million in the third quarter reflects $61.4 million of depreciation and amortization. |
• | Adjusted EBITDA totaled $88.0 million. Margins in the quarter were 10.8%, despite the pressures from the COVID-19 pandemic. |
Balance Sheet & Cash Flow
• | As of the end of the third quarter, the Company had cash and cash equivalents of $189.0 million. |
• | During the quarter, the Company repaid $8.6 million in principal under its credit facility. |
◦ | Total debt outstanding at the end of the third quarter was $1.732 billion. |
◦ | Net debt outstanding at the end of the third quarter was $1.543 billion. |
• | Capital expenditures were $6.8 million, reflecting investments related to digital product development, real estate projects and ongoing facility consolidations. We expect capital expenditures to be between $9 - $10 million in the fourth quarter. |
• | Cash flow provided by operations in the third quarter of 2020 was $49.6 million compared to cash flow provided of $40.9 million for the prior year quarter primarily driven by increases in working capital partially offset by interest paid and integration costs related to the acquisition of Legacy Gannett. |
• | Subsequent to the end of the quarter, the Company closed on the sales of: |
◦ | Approximately $95 million of non-core assets including BridgeTower Media, our business publications unit, the Nantucket Inquirer & Mirror, and other non-core assets, and |
◦ | Approximately $5 million of real estate sales. |
◦ | Net proceeds will be used to pay down outstanding debt to $1.633 billion. |
COVID-19 Response
• | Maintained our previously stated efforts to strengthen our balance sheet and preserve liquidity, adapt our workplaces, promote the health and safety of our employees, and support our communities through high-quality journalism and the creation of innovative solutions to support small businesses. |
Publishing Segment
• | Publishing segment revenues totaled $732.2 million in the third quarter. |
• | Circulation revenues totaled $336.2 million in the third quarter. |
◦ | Same store pro forma circulation revenues decreased 13.2% in the third quarter, partially stemming from a reduction in volume of our single copy and home delivery sales, reflecting the impact of the COVID-19 pandemic on businesses that sell single copies of our publications as well as general industry trends. |
• | Print advertising revenues totaled $208.2 million in the third quarter. |
◦ | Same store pro forma print advertising revenues decreased 30.9% compared to the prior year reflecting the negative impact from the COVID-19 pandemic. |
• | Digital advertising and marketing services revenues were $121.3 million in the third quarter. |
◦ | Same store pro forma digital advertising and marketing services revenues decreased 13.5% versus the prior year period, reflecting the impacts from the COVID-19 pandemic. |
• | Commercial printing and other revenues contributed $66.6 million in the third quarter. |
• | Paid digital-only subscribers now total approximately 1.029 million, up 31.1% year-over-year on a pro forma basis. |
• | Publishing segment Adjusted EBITDA was $108.8 million, representing a margin of 14.9% for the quarter. |
Marketing Solutions Segment
• | Marketing Solutions segment revenues were $105.4 million in the third quarter. |
◦ | Same store pro forma Marketing Solutions segment revenues decreased by 17.4% to the prior year, an improvement to the second quarter, which was driven by stronger national and large account sales offset by continued impacts from the COVID-19 pandemic that began in the latter part of the first quarter. |
• | Marketing Solutions segment Adjusted EBITDA was $4.2 million, representing a margin of 4.0% for the quarter. |
Integration Update
• | Implemented cumulative measures by the end of the third quarter that will result in over $218 million in annualized savings. |
◦ | Realized $54.5 million in savings in the third quarter. |
• | Expect to have implemented measures that will result in over $240 million in annualized savings by the end of the fourth quarter. |
◦ | Expect to realize $60 - $65 million in savings during the fourth 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 annualized synergies. |
Earnings Conference Call
Management will host a conference call on Tuesday, November 3, 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 Third Quarter Earnings Call” or access code “4297697”. 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, November 19, 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 “4297697”.
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. Its 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. To connect with us, visit www.gannett.com.
Same Store Pro Forma Revenues
Same store pro forma revenues are based on (i) the sum of GAAP revenues for New Media and Legacy Gannett prior to New Media's acquisition of Legacy Gannett and (ii) 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 of Legacy Gannett.
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, including our ability to achieve synergies and the related expected savings, the timing of realizing those savings, 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. 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 In thousands (except per share amounts) | |||||||
Table No. 1 | |||||||
September 30, 2020 | December 31, 2019 | ||||||
Assets | (Unaudited) | ||||||
Current assets | |||||||
Cash and cash equivalents | $ | 188,960 | $ | 156,042 | |||
Accounts receivable, net of allowance for doubtful accounts of $23,749 and $19,923 | 288,400 | 438,523 | |||||
Inventories | 33,776 | 55,090 | |||||
Prepaid expenses and other current assets | 115,137 | 129,460 | |||||
Total current assets | 626,273 | 779,115 | |||||
Property, plant and equipment, at cost net of accumulated depreciation of $377,072 and $277,291 | 704,931 | 815,807 | |||||
Operating lease assets | 295,775 | 309,112 | |||||
Goodwill | 560,215 | 914,331 | |||||
Intangible assets, net | 893,721 | 1,012,564 | |||||
Deferred income tax assets | 97,369 | 76,297 | |||||
Other assets | 136,019 | 112,876 | |||||
Total assets | $ | 3,314,303 | $ | 4,020,102 | |||
Liabilities and equity | |||||||
Current liabilities | |||||||
Accounts payable and accrued liabilities | $ | 340,840 | $ | 453,628 | |||
Deferred revenue | 207,597 | 218,823 | |||||
Current portion of long-term debt | 15,179 | 3,300 | |||||
Other current liabilities | 46,558 | 42,702 | |||||
Total current liabilities | 610,174 | 718,453 | |||||
Long-term debt | 1,615,984 | 1,636,335 | |||||
Convertible debt | 3,300 | 3,300 | |||||
Deferred tax liabilities | 6,256 | 9,052 | |||||
Pension and other postretirement benefit obligations | 198,220 | 235,906 | |||||
Long-term operating lease liabilities | 280,556 | 297,662 | |||||
Other long-term liabilities | 169,536 | 136,188 | |||||
Total noncurrent liabilities | 2,273,852 | 2,318,443 | |||||
Total liabilities | 2,884,026 | 3,036,896 | |||||
Redeemable noncontrolling interests | 4,148 | 1,850 | |||||
Commitments and contingent liabilities | |||||||
Equity | |||||||
Common stock of $0.01 par value per share, 2,000,000,000 shares authorized, 137,478,696 issued and 136,305,720 shares outstanding at September 30, 2020; 129,386,258 issued and 128,991,544 shares outstanding at December 31, 2019 | 1,375 | 1,294 | |||||
Treasury stock at cost, 1,172,976 and 394,714 shares at September 30, 2020 and December 31, 2019, respectively | (4,841 | ) | (2,876 | ) | |||
Additional paid-in capital | 1,100,269 | 1,090,694 | |||||
Accumulated deficit | (664,263 | ) | (115,958 | ) | |||
Accumulated other comprehensive income (loss) | (6,411 | ) | 8,202 | ||||
Total equity | 426,129 | 981,356 | |||||
Total liabilities and equity | $ | 3,314,303 | $ | 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 | September 30, 2020 | September 29, 2019 | |||||
Operating revenues: | |||||||
Advertising and marketing services | $ | 405,227 | $ | 184,078 | |||
Circulation | 336,158 | 146,254 | |||||
Other | 73,154 | 46,317 | |||||
Total operating revenues | 814,539 | 376,649 | |||||
Operating expenses: | |||||||
Operating costs | 492,342 | 218,369 | |||||
Selling, general and administrative expenses | 241,652 | 119,821 | |||||
Depreciation and amortization | 61,355 | 24,482 | |||||
Integration and reorganization costs | 13,417 | 3,136 | |||||
Acquisition costs | 1,913 | 12,181 | |||||
Asset impairments | 1,585 | — | |||||
Loss on sale or disposal of assets | 795 | 602 | |||||
Total operating expenses | 813,059 | 378,591 | |||||
Operating income (loss) | 1,480 | (1,942 | ) | ||||
Non-operating (income) expenses: | |||||||
Interest expense | 58,063 | 10,030 | |||||
Loss on early extinguishment of debt | 476 | — | |||||
Non-operating pension income | (18,334 | ) | (208 | ) | |||
Gain on sale of investments | (7,800 | ) | — | ||||
Other income, net | (2,575 | ) | (22 | ) | |||
Non-operating expenses | 29,830 | 9,800 | |||||
Net loss before income taxes | (28,350 | ) | (11,742 | ) | |||
Income tax expense | 3,098 | 7,226 | |||||
Net loss | $ | (31,448 | ) | $ | (18,968 | ) | |
Net loss attributable to redeemable noncontrolling interests | (188 | ) | (505 | ) | |||
Net loss attributable to Gannett | $ | (31,260 | ) | $ | (18,463 | ) | |
Loss per share attributable to Gannett - basic | $ | (0.24 | ) | $ | (0.31 | ) | |
Loss per share attributable to Gannett - diluted | $ | (0.24 | ) | $ | (0.31 | ) | |
Dividends declared per share | $ | 0.00 | $ | 0.38 | |||
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS Gannett Co., Inc. and Subsidiaries Unaudited, in thousands | |||||||
Table No. 3 | Nine months ended | ||||||
September 30, 2020 | September 29, 2019 | ||||||
Cash flows from operating activities: | |||||||
Net loss | $ | (549,885 | ) | $ | (25,708 | ) | |
Adjustments to reconcile net loss to operating cash flows: | |||||||
Depreciation and amortization | 205,706 | 68,733 | |||||
Equity-based compensation expense | 22,812 | 2,534 | |||||
Non-cash interest expense | 17,813 | 1,034 | |||||
Loss on sale or disposal of assets | 1,540 | 3,339 | |||||
Loss on early extinguishment of debt | 1,650 | — | |||||
Goodwill and intangible impairments | 393,446 | — | |||||
Asset impairments | 8,444 | 2,469 | |||||
Pension and other postretirement benefit obligations, net of contributions | (77,274 | ) | (1,116 | ) | |||
Change in other assets and liabilities, net | 50,028 | 47,245 | |||||
Net cash provided by operating activities | 74,280 | 98,530 | |||||
Cash flows from investing activities: | |||||||
Acquisitions, net of cash acquired | — | (49,666 | ) | ||||
Purchase of property, plant and equipment | (28,944 | ) | (7,281 | ) | |||
Proceeds from sale of real estate and other assets | 26,186 | 10,314 | |||||
Insurance proceeds received for damage to property | 1,643 | — | |||||
Change in other investing activities | (864 | ) | — | ||||
Net cash used for investing activities | (1,979 | ) | (46,633 | ) | |||
Cash flows from financing activities: | |||||||
Repayments under term loans | (27,619 | ) | (11,296 | ) | |||
Borrowings under revolving credit facility | — | 136,400 | |||||
Repayments under revolving credit facility | — | (128,400 | ) | ||||
Deferred payments for acquisitions | (7,544 | ) | — | ||||
Payments for employee taxes withheld from stock awards | (1,960 | ) | (716 | ) | |||
Issuance of common stock | 4 | — | |||||
Payment of dividends | — | (68,886 | ) | ||||
Changes in other financing activities | (352 | ) | — | ||||
Net cash used for financing activities | (37,471 | ) | (72,898 | ) | |||
Effect of currency exchange rate change on cash | 439 | — | |||||
Increase (decrease) in cash, cash equivalents and restricted cash | 35,269 | (21,001 | ) | ||||
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 | $ | 223,933 | $ | 31,769 | |||
SEGMENT INFORMATION Gannett Co., Inc. and Subsidiaries Unaudited, in thousands | |||||||
Table No. 4 | Three months ended | ||||||
September 30, 2020 | September 29, 2019 | ||||||
Operating revenues: | |||||||
Publishing | $ | 732,226 | $ | 366,259 | |||
Marketing Solutions | 105,443 | 26,674 | |||||
Corporate and Other | 2,732 | 970 | |||||
Intersegment eliminations | (25,862 | ) | (17,254 | ) | |||
Total | $ | 814,539 | $ | 376,649 | |||
Adjusted EBITDA: | |||||||
Publishing | $ | 108,752 | $ | 58,955 | |||
Marketing Solutions | 4,177 | (1,697 | ) | ||||
Corporate and Other | (24,949 | ) | (12,352 | ) | |||
Total | $ | 87,980 | $ | 44,906 | |||
Depreciation and amortization: | |||||||
Publishing | $ | 52,481 | $ | 23,840 | |||
Marketing Solutions | 6,768 | 764 | |||||
Corporate and Other | 2,106 | (122 | ) | ||||
Total | $ | 61,355 | $ | 24,482 | |||
PRO FORMA SAME STORE REVENUES Gannett Co., Inc. and Subsidiaries Unaudited, in thousands | ||||||||||
Table No. 5 | Three months ended | |||||||||
September 30, 2020 | September 29, 2019 | % Change | ||||||||
Pro forma total revenue | $ | 814,539 | $ | 1,012,219 | (19.5 | )% | ||||
Acquired revenues | — | — | *** | |||||||
Currency impact | (2,276 | ) | — | *** | ||||||
Exited operations | (3 | ) | (649 | ) | (99.5 | )% | ||||
Deferred revenue adjustment | 563 | — | *** | |||||||
Same store total revenue | $ | 812,823 | $ | 1,011,570 | (19.6 | )% | ||||
Pro forma advertising and marketing services revenue | $ | 405,227 | $ | 529,301 | (23.4 | )% | ||||
Acquired revenues | — | — | *** | |||||||
Currency impact | (1,393 | ) | — | *** | ||||||
Exited operations | (3 | ) | (364 | ) | (99.2 | )% | ||||
Deferred revenue adjustment | 185 | — | *** | |||||||
Same store advertising and marketing services revenue | $ | 404,016 | $ | 528,937 | (23.6 | )% | ||||
Pro forma circulation revenue | $ | 336,158 | $ | 386,845 | (13.1 | )% | ||||
Acquired revenues | — | — | *** | |||||||
Currency impact | (731 | ) | — | *** | ||||||
Exited operations | — | (83 | ) | (100.0 | )% | |||||
Deferred revenue adjustment | 378 | — | *** | |||||||
Same store circulation revenue | $ | 335,805 | $ | 386,762 | (13.2 | )% | ||||
Pro forma other revenue | $ | 73,154 | $ | 96,073 | (23.9 | )% | ||||
Acquired revenues | — | — | *** | |||||||
Currency impact | (152 | ) | — | *** | ||||||
Exited operations | — | (202 | ) | (100.0 | )% | |||||
Same store other revenue | $ | 73,002 | $ | 95,871 | (23.9 | )% | ||||
*** 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 the early extinguishment of debt, (4) Non-operating items, primarily pension costs, (5) Depreciation and amortization, (6) Integration and reorganization costs, (7) Asst impairments, (8) Goodwill and intangible impairments, (9) Gains or losses on the sale or disposal of assets, (10) equity-based compensation, (11) acquisition costs, (12) Gains of losses on the sale of investments 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 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 or loss on derivative instruments and the gain or loss on the 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 or 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 or 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 September 30, 2020 | |||||||||||||||
Publishing | Marketing Solutions | Corporate and Other | Consolidated Total | ||||||||||||
Net income (loss) attributable to Gannett | $ | 67,726 | $ | 5,223 | $ | (104,209 | ) | $ | (31,260 | ) | |||||
Income tax expense | — | — | 3,098 | 3,098 | |||||||||||
Interest expense | 17 | — | 58,046 | 58,063 | |||||||||||
Loss on early extinguishment of debt | — | — | 476 | 476 | |||||||||||
Non-operating pension income | (18,262 | ) | — | (72 | ) | (18,334 | ) | ||||||||
Gain on sale of investments | — | (7,800 | ) | — | (7,800 | ) | |||||||||
Other non-operating items, net | (1,855 | ) | (1,189 | ) | 469 | (2,575 | ) | ||||||||
Depreciation and amortization | 52,481 | 6,768 | 2,106 | 61,355 | |||||||||||
Integration and reorganization costs | 5,120 | 1,237 | 7,060 | 13,417 | |||||||||||
Acquisition costs | — | — | 1,913 | 1,913 | |||||||||||
Asst impairments | 868 | 717 | — | 1,585 | |||||||||||
(Gain) loss on sale or disposal of assets | 1,731 | (964 | ) | 28 | 795 | ||||||||||
Equity-based compensation | — | — | 3,844 | 3,844 | |||||||||||
Other items | 926 | 185 | 2,292 | 3,403 | |||||||||||
Adjusted EBITDA (non-GAAP basis) | $ | 108,752 | $ | 4,177 | $ | (24,949 | ) | $ | 87,980 | ||||||
Three months ended September 29, 2019 | |||||||||||||||
Publishing | Marketing Solutions | Corporate and Other | Consolidated Total | ||||||||||||
Net income (loss) attributable to Gannett | $ | 31,362 | $ | (3,352 | ) | $ | (46,473 | ) | $ | (18,463 | ) | ||||
Income tax expense | — | — | 7,226 | 7,226 | |||||||||||
Interest expense | 21 | — | 10,009 | 10,030 | |||||||||||
Non-operating pension income | (208 | ) | — | — | (208 | ) | |||||||||
Other non-operating items, net | (74 | ) | — | 52 | (22 | ) | |||||||||
Depreciation and amortization | 23,840 | 764 | (122 | ) | 24,482 | ||||||||||
Integration and reorganization costs | 2,608 | 501 | 27 | 3,136 | |||||||||||
Acquisition costs | — | — | 12,181 | 12,181 | |||||||||||
Loss on sale or disposal of assets | 568 | — | 34 | 602 | |||||||||||
Equity-based compensation | — | — | 691 | 691 | |||||||||||
Other items | 838 | 390 | 4,023 | 5,251 | |||||||||||
Adjusted EBITDA (non-GAAP basis) | $ | 58,955 | $ | (1,697 | ) | $ | (12,352 | ) | $ | 44,906 | |||||
NON-GAAP FINANCIAL INFORMATION FREE CASH FLOW Gannett Co., Inc. and Subsidiaries Unaudited, in thousands | |||
Table No. 7 | |||
Three months ended September 30, 2020 | |||
Net cash flow provided by operating activities (GAAP basis) | $ | 49,640 | |
Capital expenditures | (6,787 | ) | |
Free cash flow (non-GAAP basis)(1) | $ | 42,853 | |
(1) Free cash flow for the third quarter was negatively impacted by $26.8 million of integration and reorganization costs.