Mike Reed
Analyst · Ryan Vaughan. Your line is open
Thanks, Ashley. Good morning, everyone. Thanks for joining our call this morning from wherever you happen to be situated this morning. Prior to getting into my remarks about the company, I wanted to take a moment to recognize the unique and incredibly challenging time we are in today. It is truly unprecedented. The personal tragedies and economic devastation experienced across the country and in the communities our company serves were unimaginable just a few months ago. The toll on people, families and on businesses is overwhelming at times, and my heart and prayers are with those most directly impacted by this pandemic and the sudden change in economic conditions. With the COVID-19 pandemic, we've also been witnessed to the absolutely heroic work by so many across our country, fighting back for our collective health and safety, from healthcare workers and first responders to those on the front lines providing us with essential products and services. Our news organization here at Gannett highlights this work through impactful journalism every day. We chronicle the stories of these heroes who put themselves at risk every day to serve and to save. Finally, I want to acknowledge the work of my nearly 20,000 colleagues here at Gannett. As an essential business ourselves, our team has risen to the challenge of this pandemic, honoring their professional commitments while balancing the immense personal responsibilities of keeping families and loved ones safe in a time of great stress. This has enabled our company to provide uninterrupted, accurate and up to date news and resources to our customers and our communities, helping everyone manage through this pandemic. I want to express my gratitude to all of my Gannett colleagues for their hard work and continued commitment to our mission, as we navigate through this crisis. And before diving in this morning, I would also like to take a minute to welcome our new CFO, Doug Horne, who joined the team about a month ago. Doug brings deep accounting and finance skills, as well as a significant experience with large scale integration projects of which we'd have. Doug has done a fantastic job diving into the team and making immediate contributions. We are really glad to have him on Board. And you'll hear from Doug this morning. And now to today's business, Paul and Doug are with me on the call, as Ashley mentioned. We'll cover our first quarter earnings, which were solid and in line with our internal expectations, despite the headwinds we felt during the last couple weeks of March. We'll cover our response to COVID-19, which came upon the country and us so quickly, so fast. It required immediate actions to keep our employees safe, to keep our business running, and to improve our Q2 financial outlook, all of which I think we accomplished. Our team moved very quickly to respond to this unprecedented event. The actions we have taken have been significant and I believe have positioned us to weather Q2, which will be a difficult quarter for most businesses and for our country. We'll also review important balance sheet items and liquidity, along with some key details of our credit facility. And we have an update on operations and importantly our progress on the integration and realization of synergies. So, lots to cover this morning. I'll start with a review of our first quarter financial performance, which as I mentioned was solid and largely in line with our expectations. After the first couple weeks of March, in fact, we were actually pacing ahead of our internal expectations for both revenue and EBITDA. However, we saw significant declines in advertising over the last two weeks of March, a direct impact of the COVID-19 pandemic. We estimate the decline we experienced in revenue from this was about $17 million during those last two weeks. Despite the impact of the decline, our same store revenue trend was consistent with that of Q4 of 2019. Without the COVID impact, same store revenue would have improved to being down 8.4%, an improvement of about 150 basis points versus our Q4 same store trend. Adjusted EBITDA was down 3% versus the prior year on a pro forma basis, and was pacing ahead of prior year heading into the last two weeks of March. Our integration and synergy realization remained on plan for the first quarter. We implemented $75 million of annualized synergies, which resulted in $19 million of cost reductions recorded in the first quarter. We also paid down $12.7 million in debt during the quarter, primarily with proceeds from real estate sales. Later on the call, we will provide an update on expected debt repayment in the second quarter with proceeds from real estate sales, that are under contract and expected to close during the second quarter. We closed the first quarter with $200 million of cash on the balance sheet, which grew from $156 million at yearend. We are pleased with the progress of our integration efforts and remain confident in our ability to outperform our synergy plan, and to aggressively pay down debt through real estate sales, despite the economic crisis we are in the midst of. While the first quarter was in line with our expectations, the COVID crisis has changed things dramatically since mid-March, as I am sure many of you feel as well. Our company has had to adapt and respond quickly as the disruption to our lives, how we do our jobs, and to the economy, all of these things are just unprecedented. As I mentioned a few minutes ago, our leadership team took immediate and deliberate action to support the health and safety of our employees, and to preserve our ability to deliver high-quality journalism to our customers and to the communities we serve. I am proud of the speed and decisiveness our team has shown in responding to this pandemic. In addition to the changes taken to operate safely, we have also taken actions to enhance and improve our liquidity position and financial performance. I'll highlight four of those actions for you this morning. First, we implemented measures that we expect to temporarily reduce expenses in the second quarter by an additional $100 million to $125 million, through implementation of furloughs, pay reductions, reductions in force, cancellation of non-essential travel and spending and an expected reduction in cost of goods sold. These additional cost saving measures are additive to synergy cost reductions we will realize in Q2 as well, and also additive to the roll forward of previous regular weight cost actions. As a result of all these measures, we expect Q2 expenses to be down versus the prior year by approximately 25%. For context, that compares to a 10.5% decline in cost in Q1. Second, we took immediate action to significantly reduce our CapEx spend. We have lowered our plan spend by more than 20% for the remainder of the year. That equates to about $10 million in cash savings. Third, the Board has suspended our quarterly dividend until conditions improve. And finally, fourth, we are also leveraging the CARES Act to defer FICA payments and ERISA pension payments. The CARES Act allows companies to defer these payments until 2021 and 2022 interest free. This improves our 2020 liquidity by a little more than $50 million over the remainder of this year. Obviously, none of this is reflected in our Q1 cash balance of $200 million. We believe all of these actions will improve liquidity and our financial performance, helping us to navigate through the uncertainty we are facing from the pandemic. We also remain confident in our ability to continue to execute on our integration plan. We mentioned on our last earnings call four priorities we have for 2020 and 2021. Those priorities have not changed. We are simply executing on those priorities against the backdrop of the pandemic. Let me recap those priorities for you with a little update on how we're doing. First, we expect to implement at least $150 million or roughly half of our $300 million annualized synergy target during 2020. Through Q2, we expect to have executed on $140 million of annualized synergies. We expect that these measures will enable us to realize $35 million to $40 million of run rate expense reduction in the second quarter alone. We remain confident that we will achieve our target with regard to synergies, both in terms of amount and timing. Second, we have continued our normal course cost reductions. That's reflected in our Q1 total cost savings of 10.5%. Of the total, approximately 2% is attributable to synergies and about 8.5% is attributable to regular weight cost reductions. The 8.5% of regular weight cost reductions is made up of permanent cost actions, as well as lower cost of goods sold resulting from lower revenues. Third, we are aggressively paying down debt with a goal to refinance the term loan when leverage is about 2 times EBITDA, which we expect to achieve at the end of 2021. Since entering into the term loan in November of last year, we have paid down approximately $50 million of debt, and we expect to make additional voluntary prepayments in the second quarter with the proceeds from approximately $50 million of real estate sales that are under contract and expected to close in the second quarter. Further, we have another $50 million to $75 million of real estate that we intend to sell throughout the remainder of this year and into next year. Lastly, we remain focused on improving our same store revenue trends. As I mentioned, we’ve seen a very strong start to the year. Performance in January and February was good, above our expectations. And as I mentioned, when you exclude the $17 million of revenue, we lost in late March due to the COVID situation, our revenue trend would have improved by 150 basis points from down 9.9% in Q4 to down 8.4% in Q1. We talked a lot this morning about cost reductions, and while cost reductions are a major priority, we are balancing that against our efforts to produce quality-content, have quality-products, have product development and along with making improvements to our sales structure, so that we are positioned to report improving revenue trends once we get to the other side of this crisis. Now let's talk for a minute about our debt and our credit facility. We have also detailed the points I'm going to make now in our Q1 earnings supplement, which Ashley mentioned that can be found on the Investor Relations section of our website. And first let me say, we remain very confident in our ability to satisfy all our obligations under our term loan. Importantly, there is only one financial covenant that is tested on a quarterly basis. And that covenant is a requirement to maintain $20 million of cash on the balance sheet at the end of every quarter. As of the end of Q1, we had $200 million of cash, and we're generating positive cash flow. We feel very confident in our ongoing ability to satisfy this covenant. Importantly, our term loan does not have any event of default tied to compliance with any financial ratio. Our term loan does use debt to EBITDA ratios to determine whether we are permitted to make restricted payments, such as dividends or stock buybacks. But this should not be confused with a true financial covenant requiring maintenance of a debt to EBITDA ratio to avoid an event of default. Under our loan, the consequence of failing to comply with the debt to EBITDA ratio is solely a heightened restriction on our ability to make restricted payments, as opposed to a trigger for an event of default. Next, the term loan restricts our ability to spend more than $60 million on capital expenditures annually. We are highly confident in our ability to remain in compliance with this covenant. In 2020, we do not anticipate spending more than $45 million in CapEx. And the last point I want to highlight is that we are required to commence making quarterly interest payments in June of this year. The June payment encompasses 7.5 months of interest, so it'll be approximately $125 million. With $200 million of cash on the balance sheet at the end of March and the business continuing to generate positive cash flow, we are highly confident that we can make our required interest payments. Given the current debt balance, the Q3 and Q4 interest payments would be approximately $50 million each. However, assuming additional debt paydowns with proceeds from real estate sales in Q2 of approximately $50 million, the actual interest payments in Q3 and Q4 could be about $2.5 million lower. And I'll reiterate, we are highly confident in our ongoing ability to make interest payments. We are highly confident in our ongoing ability to stay in compliance with our credit facility. Obviously, no one knows how the current crisis will play out. Hopefully the worst is behind us, but we just don't know. Some reports are suggesting that we should brace for new outbreaks of the virus and renewed lockdown in the fall and/or the winter. Let's all hope that that's not true. But it's so very hard today to know what next year will look like. However, we have a great relationship and a very open dialogue with our lenders, which gives us comfort that we can deal with the unknown, the uncertainty and the unforeseen, should the need arise. I'd now like to turn things over to Paul, who will give us all an update on operations, the important integration we have under way and the very important COVID-19 response efforts our company has undertaken. Thank you. And Paul, I'll turn it over to you.