Segment reporting | NOTE 13 — Segment reporting We define our reportable segments based on the way the Chief Operating Decision Maker ("CODM"), which is our Chief Executive Officer, manages the operations for purposes of allocating resources and assessing performance. Our reportable segments include the following: • Publishing is comprised of our portfolio of local, regional, national, and international newspaper publishers. The results of this segment include Advertising and marketing services revenues from local, classified, and national advertising across multiple platforms, including print, online, mobile, and tablet as well as niche publications, Circulation revenues from home delivery, digital distribution and single copy sales of our publications, and Other revenues, mainly from commercial printing, distribution arrangements, revenues from our events business, digital content syndication and affiliate revenues and third-party newsprint sales. The Publishing reportable segment is an aggregation of two operating segments: Domestic Publishing and U.K. Publishing. • Digital Marketing Solutions is comprised of our digital marketing solutions subsidiary, ReachLocal. The results of this segment include Advertising and marketing services revenues through multiple services, including search advertising, display advertising, search optimization, social media, website development, web presence products, customer relationship management, and software-as-a-service solutions. In addition to the above operating segments, we have a Corporate and other category that includes activities not directly attributable to a specific segment. This category primarily consists of broad corporate functions, including legal, human resources, accounting, finance and marketing as well as other general business costs. In the ordinary course of business, our reportable segments enter into transactions with one another. While intersegment transactions are treated like third-party transactions to determine segment performance, the revenues and expenses recognized by the segment that is the counterparty to the transaction are eliminated in consolidation and do not affect consolidated results. The CODM uses Adjusted EBITDA, Adjusted EBITDA margin, and Adjusted Net income (loss) attributable to Gannett to evaluate the performance of the segments and allocate resources. Adjusted EBITDA, Adjusted EBITDA margin, and Adjusted Net income (loss) attributable to Gannett are non-GAAP financial performance measures we believe offer a useful view of the overall operation of our businesses and may be different than similarly-titled measures used by other companies. We define 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 pension income (expense), (5) Loss on Convertible notes derivative, (6) Other non-operating items, including equity income, (7) Depreciation and amortization, (8) Integration and reorganization costs, (9) Asset impairments, (10) Goodwill and intangible impairments, (11) Gains or losses on the sale or disposal of assets, (12) Share-based compensation, (13) Other operating expenses, including third-party debt expenses and acquisition costs, (14) Gains or losses on the sale of investments and (15) certain other non-recurring charges. We define Adjusted EBITDA margin as Adjusted EBITDA divided by total Operating revenues. We define Adjusted Net income (loss) attributable to Gannett before (1) Gains or losses on the early extinguishment of debt, (2) Loss on Convertible notes derivative, (3) Integration and reorganization costs, (4) Other operating expenses, including third-party debt expenses and acquisition costs, (5) Asset impairments, (6) Goodwill and intangibles impairments, (7) Gains or losses on the sale or disposal of assets, and (8) the tax impact of the above items. Management considers Adjusted EBITDA, Adjusted EBITDA margin, and Adjusted Net income (loss) attributable to Gannett to be the appropriate metrics to evaluate and compare the ongoing operating performance of our segments on a consistent basis across reporting periods as it eliminates the effect of items which we do not believe are indicative of each segment's core operating performance. The following tables present our segment information: Three months ended June 30, 2021 In thousands Publishing Digital Marketing Solutions Corporate and other Intersegment Eliminations Consolidated Advertising and marketing services - external sales $ 309,469 $ 110,037 $ 604 $ — $ 420,110 Advertising and marketing services - intersegment sales 32,012 — — (32,012) — Circulation 310,258 — 1 — 310,259 Other 72,806 — 1,100 — 73,906 Total operating revenues $ 724,545 $ 110,037 $ 1,705 $ (32,012) $ 804,275 Adjusted EBITDA (non-GAAP basis) $ 114,189 $ 12,529 $ (10,949) $ — $ 115,769 Three months ended June 30, 2020 In thousands Publishing Digital Marketing Solutions Corporate and other Intersegment Eliminations Consolidated Advertising and marketing services - external sales $ 266,398 $ 89,809 $ 711 $ — $ 356,918 Advertising and marketing services - intersegment sales 25,854 — — (25,854) — Circulation 342,645 — 1 — 342,646 Other 60,996 4,754 1,686 — 67,436 Total operating revenues $ 695,893 $ 94,563 $ 2,398 $ (25,854) $ 767,000 Adjusted EBITDA (non-GAAP basis) $ 91,991 $ 2,784 $ (16,757) $ — $ 78,018 Six months ended June 30, 2021 In thousands Publishing Digital Marketing Solutions Corporate and other Intersegment Eliminations Consolidated Advertising and marketing services - external sales $ 595,923 $ 211,413 $ 1,131 $ — $ 808,467 Advertising and marketing services - intersegment sales 59,868 — — (59,868) — Circulation 635,694 — 2 — 635,696 Other 132,645 905 3,646 — 137,196 Total operating revenues $ 1,424,130 $ 212,318 $ 4,779 $ (59,868) $ 1,581,359 Adjusted EBITDA (non-GAAP basis) $ 216,397 $ 21,701 $ (21,864) $ — $ 216,234 Six months ended June 30, 2020 In thousands Publishing Digital Marketing Solutions Corporate and other Intersegment Eliminations Consolidated Advertising and marketing services - external sales $ 636,277 $ 206,092 $ 1,560 $ — $ 843,929 Advertising and marketing services - intersegment sales 59,611 — — (59,611) — Circulation 717,365 — 4 — 717,369 Other 140,790 9,752 3,843 — 154,385 Total operating revenues $ 1,554,043 $ 215,844 $ 5,407 $ (59,611) $ 1,715,683 Adjusted EBITDA (non-GAAP basis) $ 203,014 $ 10,668 $ (36,598) $ — $ 177,084 The table below shows the reconciliation of Net income (loss) attributable to Gannett to Adjusted EBITDA and Net income (loss) attributable to Gannett margin to Adjusted EBITDA margin: Three months ended June 30, Six months ended June 30, In thousands 2021 2020 2021 2020 Net income (loss) attributable to Gannett $ 15,115 $ (436,893) $ (127,201) $ (517,045) Provision (benefit) for income taxes 17,692 (34,276) 8,583 (25,297) Interest expense 35,264 57,928 74,767 115,827 Loss on early extinguishment of debt 2,834 369 22,235 1,174 Non-operating pension income (23,906) (17,553) (47,784) (36,099) Loss on Convertible notes derivative — — 126,600 — Other non-operating income, net (1,148) (6,261) (3,023) (4,616) Depreciation and amortization 48,242 66,327 106,345 144,352 Integration and reorganization costs 8,444 32,306 21,848 60,560 Other operating expenses 774 2,379 11,350 8,348 Asset impairments — 6,859 833 6,859 Goodwill and intangible impairments — 393,446 — 393,446 Net loss on sale or disposal of assets 5,294 88 10,039 745 Share-based compensation expense 5,779 7,391 9,202 18,968 Other items 1,385 5,908 2,440 9,862 Adjusted EBITDA (non-GAAP basis) $ 115,769 $ 78,018 $ 216,234 $ 177,084 Net income (loss) attributable to Gannett margin 1.9 % (57.0) % (8.0) % (30.1) % Adjusted EBITDA margin (non-GAAP basis) 14.4 % 10.2 % 13.7 % 10.3 % The table below shows the reconciliation of Net income (loss) attributable to Gannett to Adjusted Net income (loss) attributable to Gannett: Three months ended June 30, Six months ended June 30, In thousands 2021 2020 2021 2020 Net income (loss) attributable to Gannett $ 15,115 $ (436,893) $ (127,201) $ (517,045) Loss on early extinguishment of debt 2,834 369 22,235 1,174 Loss on Convertible notes derivative — — 126,600 — Integration and reorganization costs 8,444 32,306 21,848 60,560 Other operating expenses 774 2,379 11,350 8,348 Asset impairments — 6,859 833 6,859 Goodwill and intangible impairments — 393,446 — 393,446 Net loss on sale or disposal of assets 5,294 88 10,039 745 Subtotal 32,461 (1,446) 65,704 (45,913) Tax impact of above items (2,403) (3,734) (21,009) (35,915) Adjusted Net income (loss) attributable to $ 30,058 $ (5,180) $ 44,695 $ (81,828) |