Gannett Co Inc GCI
Q2 2013 Earnings Call Transcript
Transcript Call Date 07/22/2013

Operator: Good day, everyone, and welcome to Gannett's Second Quarter 2013 Earnings Conference Call. This call is being recorded. Due to the large number of callers, we will limit you to one question or comment. We greatly appreciate your cooperation and courtesy. Our speakers for today will be Gracia Martore, President and Chief Executive Officer; and Victoria Harker, Chief Financial Officer.

At this time, I would like to turn the call over to Jeff Heinz, Vice President, Investor Relations. Please go ahead.

Jeffrey Heinz - Director, IR: Thanks, Jessica. Good morning and welcome to our earnings call and webcast. Today our President and CEO, Gracia Martore; and our CFO, Victoria Harker will review Gannett's second quarter results. After their prepared commentary, we will open up the call for questions. Hopefully, you've had the opportunity to review this morning's press release. If you have not seen it yet, it's available at

Before we get started I'd like to remind you that this conference call and webcast includes forward-looking statements and our actual results may differ. Factors that might cause them to differ are outlined in our SEC filings.

This presentation also includes certain non-GAAP financial measures. We have provided reconciliations of those measures to the most directly comparable GAAP measures in the press release and on the Investor Relations portion of our website.

With that, let me turn the call over to Gracia.

Gracia C. Martore - President and CEO: Thanks, Jeff, and good morning. Let me join Jeff in welcoming you to our call. First, I'm going to discuss some highlights from the quarter, including the good progress we're seeing on our strategic plan and then recap our biggest news of the quarter, our pending acquisition of Belo Corp., and after that, I'm going to turn it over to Victoria, who is going to cover the performance of each of our business segments and some balance sheet items as well. Then, of course, we'll move onto any questions that you all might have.

Turning to the second quarter financial results, we are very pleased that earnings per share increased 4% to $0.58 per share excluding special items, especially in light of the very mixed economic backdrop, and our comparisons and broadcasting due to political spending. This growth was primarily driven by the continued success of our all access content subscription model, very strong companywide Digital results, and solid results in our Broadcast segment, despite those political headwinds.

Total revenue, as you saw this morning was $1.3 billion in line with the second quarter of last year, as revenue increases in circulation and the Broadcasting and Digital segments almost completely offset a decline in advertising revenue in our Publishing segment. Expenses, excluding special items were by and large unchanged in the quarter. I am pleased to report that the impact of our cost control and efficiency efforts counterbalanced our investments and our strategic initiatives and higher expenses related to higher revenues in Digital. Each of our segments remained strongly profitable as operating income from the quarter excluding special items was approximately $229 million, while operating cash flow totaled $277 million.

On the all-important free cash flow metric in the quarter, it was up 23% compared to last year and totaled about $173 million. Publishing revenue was down due to lower advertising revenue, as the relatively slow and mixed pace of the economic recovery and secular challenges continued impact advertising demand even as you have seen in some of the numbers of digital-only companies that have reported.

However, the decline in advertising revenues was significantly mitigated by a strong increase in circulation revenues as our all access content subscription model continues to add new subscribers and gain traction in our local communities. As a result, circulation revenue in U.S. Community Publishing grew over 11%, and that's the fifth consecutive quarterly increase. But if I just look at the 78 locations where the all access model is available, circulation revenue actually there was up about 13% year-over-year.

Now Victoria is going to provide some further detail on the progress of our all access model in a few minutes, but let me say that we are very pleased by its growth trajectory as this organic revenue growth further helps insulate us from challenges on the pure advertising front.

Now we continue to work on and will begin to test other opportunities to add value to our print and digital subscribers, which will further enhance future circulation revenue. We're going to have more news on this front in the fall.

We continue to take steps to best position us for the future and that includes a number of initiatives related to USA TODAY. In fact in September last year, USA TODAY Travel launched a loyalty program called The Point that is now in more than 3,000 hotels all of which are part of Hilton Worldwide's 10 distinct hotel brands. Already the program is generating 130,000 daily unique visitors. Beyond this several other travel program partners such as Norwegian Cruise Line and Caesars are now part of our newly launched Experience sites which enable travelers to take advantage of discounts on travel, as well as USA TODAY news and content while they are on the road. If you yet experienced our Experience sites, please go to our Travel portion of our site for a great experience. Our re-launch of the tablet app further enhances the attractiveness of these programs as well as the at-home news and entertainment experience.

Another of our strategic initiatives USA TODAY Sports Media Group also continues to gain momentum. We've expanded our relationships with both NASCAR and the UFC and arrangements that guarantee ad spend to USA TODAY Sports Media Group. We've also strengthened our advertising relationships with the MLB, NFL, NHL and NBA, I don't think there are any other Ns left, as they have begun to move toward customized advertising strategies and employ multiple platforms. USA TODAY continues to be the official newspaper of the PGA Tour and Champions Tour. These strong partnerships are a cornerstone of the Sports Media Group strategy as they provide not only advertising vehicles, but also opportunities for our partners to leverage Gannett's local and national Publishing platforms as well as our Broadcast stations. For example, late in the first quarter, our Sports Images Group was named preferred photo provider for MLS Clubs, including special event sponsors and licensees. Another component of their growth was the development of new Digital products. This quarter, the sports Group launched a major new Digital product, For The Win. Built as a mobile first social sharing focus product, the launch of what we call FTW was sponsored exclusively and subsequently renewed at a significant CPM and effective annual run rate. Engagement is measured by unique visitors and page views as widely exceeded internal plans thus far.

We are also pleased that since our acquisition of Big Lead Sports last year and the roll up of all Gannett sports assets into the sports group, we've maintained a top-five audience position as measured by comScore as we continue to increase Digital audience and scale and revenue opportunities.

As we discussed in our previous calls growing a next generation of scripts subscribers to USA TODAY Sports are all access contents subscription model and our other Digital products remains a key strategic focus for us. It is an area where we see significant upside opportunity as many of these next-generation subscribers may not have ever read us in print and are new to Gannett. But it's about even more than simply adding subscribers. As readers tap into our Digital capabilities, we gain a better understanding of their news consumption habits and the benefits of this are two-fold. Not only do we use that knowledge to help our advertisers target and engage our readers more effectively. We also use it to improve our own offerings and invent new features and applications that best align with the needs and lifestyles of our audiences.

We are currently looking at a number of different ways in which we can reach our audiences experiences with our Digital products and better leverage all of our capabilities across a full range of demographics. And you can expect to see these kinds of enhancements to our Digital products over the next several months. In addition, we've completely redesigned the entire suite of mobile and desktop products to provide better consumer experiences and more higher value advertising, such as video. Our sites and apps will have a more unified look and feel based on the award-winning USA TODAY mobile apps and we'll have consistent advertising options across properties, with advance targeting to enable broader ad solutions.

Now, let me take a moment to move to our Digital segment; where operating revenues improved by approximately 3%, reflecting very solid growth at CareerBuilder. Let me briefly update you on CareerBuilder's strong position in the online employment market. It is and has been for quite some time the largest general job site in North America, providing unmatched reach for employers. They maintain the largest online recruitment sales presence in North America. They consoles directly with employers on the latest recruitment technologies. Beyond that, they continue to add and grow select niche community employment site that provide a customized experience that cannot be matched by general social-based recruitment platforms. In fact, they operate more than 20 niche websites, globally focused on select professional communities, such as healthcare, technology, oil and gas and retail, and they are increasingly delivering software-as-a-service solutions that leverage labor market data to help employers address human capital challenges.

Digital marketing services, an important part of our Digital efforts are increasing demand within our local businesses – local media operations. We are working diligently to build out solutions that we believe will further accelerate adoption. Revenue from local Digital marketing services is up significantly in the second quarter, increasing 90%, albeit off a modest base. We continue to have a strong and very active pipeline. We are focused on enhancing and scaling up our Gannett local operations and fulfillment capabilities to ensure that we are quick to take advantage of increasing demand for Digital marketing services in our local communities.

Now Digital revenue continues as you can see to be a powerful contributor to our overall revenues. As you know, Gannett's Digital products and services are ubiquitously provided across all platforms, not just within the Digital segment. So Digital revenues company-wide totaled over $374 million in the quarter. Again, that reflects an increase of about 20% and Digital revenue contributed almost 30% of total revenues, further validating the fact that we are successfully transforming Gannett into a more highly diversified higher-margin multimedia company.

Turning to Broadcast for a moment; revenue grew over 3% in the quarter, with growth primarily driven by substantially higher retransmission revenue and stronger core advertising. That growth was mitigated in part by lower political. Television revenues were up 9%, excluding political, as we projected on our first quarter earnings call.

Now I'd like to switch gears a bit and recap what was our biggest news for the quarter; our pending acquisition of Belo Corp announced on June 13, which will both complement and accelerate our ongoing transformation. Belo folds naturally into our existing strategy and will accelerate its progress. It shifts our business mix toward our higher growth, higher-margin Broadcast and Digital assets.

Based on simply 2012 financials, we anticipate that following the close of the transaction Broadcast will represent more than half of the companies combined total EBITDA and together Broadcast and Digital are expected to contribute nearly two-thirds of total EBITDA.

In addition, according to a recent Gallup poll, television is the number one source of news for approximately 55% of Americans. Through our combination with Belo, we are creating a Broadcast super group that will give us a significant presence with 21 stations in the top 25 market, including stations to be serviced by get Gannett through shared services or similar arrangements.

Among the big for network TV station owners in the top 25 largest markets, Gannett and Belo combined will be the largest owner operator in terms of number of TV stations, significantly increasing our scale with minimal overlap. And in the five markets where both Belo and Gannett already own existing operations. We are as we said restructuring ownership of the stations and we expect to work with the new station owners through a combination of joint sales and shared service arrangements.

We expect to consolidate all of the results from these stations into our overall financial results. The addition of Belo will also diversify our affiliate coverage and strengthen our positions will become the number one CBS affiliate group reaching 10% of the CBS audience will be the number four ABC affiliate group reaching 6% of their audience from a very minor presence within that network. And our position is the number one NBC affiliate group will be further expanded will now deliver 15% of NBC's total audience. But the Belo transaction is not just a Broadcast investment, it is a strategic investment. We will also see tremendous benefits company-wide and we will strengthen our footprint and enhance our go-to-market strategy overall. We will expand our scope and geographic diversity and further maximize the investments we've made across all areas of our business, such as what I've mentioned previously, our innovative USA TODAY Sports, our new USA TODAY Travel initiative and our transformative Digital marketing solutions, enabling us to introduce them in high growth new markets like Texas and the Pacific Northwest.

As you've heard today, we are already making great progress selling our Digital products across more local markets and extending our recognizable brands in national scale. And we are confident that the Belo acquisition, together with the unique synergies that we bring will bolster those efforts in a meaningful way and provide significant value while allowing us to continue to maintain our strong balance sheet and conservative financial profile. This ensures that we have the flexibility to pursue additional new opportunities as they arise. Beyond contributing to Gannett's ongoing success and profitability, the acquisition of Belo combined with the growing strength of our strategic initiatives will further our position as the leading local media company in the U.S.

We are excited as you can tell about Belo and how it will accelerate our transformation into the new Gannett. Obviously, the transaction is subject to regulatory and shareholder approval and customary closing conditions, the regulatory process is well underway and at this point we remain on-track to bring it to a close by the end of the year.

And on that high note, I’d like to turn it over to Victoria, who is going to provide a more detailed review of our results from our segments and update you on capital allocation activities. Victoria?

Victoria D. Harker - CFO: Thanks Gracia, and good morning, everyone. As Gracia has already commented we are once again pleased with our financial results this quarter with many of our new initiatives gaining momentum and contributing strongly to our results, we are enjoying even greater flexibility, which allows us to continue to invest in new and promising areas.

Before I dive into those details, as well as specific financial performance metrics for our Broadcast, Publishing and Digital segments, I'd like to provide some additional color on a few non-recurring special items, which impacted the quarter to help provide additional clarity on the true operating trends we are seeing.

Our ongoing efforts to gain efficiencies and reduce costs generated $35.7 million of non-recurring expense during the quarter and workforce restructuring and transformation cost, netting $21.5 million after-tax or $0.10 per share. Workforce restructuring cost totaled $21.7 million, $13 million after-tax or $0.06 per share. Transformation costs were $14 million, $8.4 million after-tax or $0.04 per share. You'll note that in our press release we have provided a GAAP to non-GAAP reconciliation of these drivers to help provide additional context for the non-recurring impact to these costs and to give you greater insight into our ongoing business trends.

Now, in order to address those trends let's turn to our business segment results, beginning with our Publishing segment; once again this quarter our all access content subscription models provided notable momentum and strong financial returns during the quarter. Against this backdrop, however, the continued softness in macroeconomic trends caused advertising revenues to decline by about 5% again during the quarter. Despite this total circulation revenue gains of 6%, nearly fully offset these declines demonstrating the growing strength of the investments we have made in our Publishing segment. As a result, Publishing segment revenues were just 2% lower for the quarter on a year-over-year basis. As Gracia already noted, we continue to see diminished advertising demand due to lagging economies in the U.S., and particularly in the U.K as well as secular challenges. However, within our domestic operations, national advertising was 2% better than the second quarter last year driven in part by USA TODAY. Importantly, year-over-year comparisons for the second quarter were significantly better than for the first quarter comparisons by about 7 percentage points. Additionally, comparisons for all of the major domestic classified advertising categories auto, employment and real estate were better than first quarter comparisons. Circulation revenue at our local domestic Publishing operations grew each of the last five quarters, up approximately 11.5% over last year, further demonstrating that our strategic transformation to a more highly diversified multimedia company is well underway.

In the Broadcasting segment, operating revenues were up over 3%, driven by a 62% increase in retransmission revenues as well as growth in core advertising, which benefited from demand for automotive and media advertising. Television revenues were up $7 million to $205 million, an increase of 4%. Adjusting for the nearly $10 million of political ad spending during the same quarter last year, television revenues would have been over 9% higher.

More specifically on this point, looking to the third quarter, we faced a year-over-year revenue comparison, which includes $79 million of Olympic and political ad spending, including $4 million of political spending that aired during the Olympics counting in both categories.

Based on current trends, we project a mid-teens percentage decrease in total television revenues in the third quarter of this year compared to the same quarter in 2012, given the strength of political campaign and Olympic advertising spending last year. Excluding the incremental impact of Olympic and political ad spending, we expect the percentage increase in total television revenues in the third quarter this year compared to the third quarter last year to be in the mid-teens. We expect that a large portion of that growth will be in retransmission revenue, which we expect to be roughly in line with second quarter of this year.

Moving onto Digital results, Digital revenues companywide were buoyed again this quarter by the ongoing success of the all access content subscription model, as well as our Digital marketing solutions offerings. Digital revenues in the Publishing segment were up approximately $57 million, nearly 50% growth year-over-year. Digging into this a bit deeper, local domestic Publishing, Digital revenues were up 57%. USA TODAY and its associated businesses also achieved strong Digital growth, as a result to the iPad and iPhone re-launches, driving their Digital results up 24%. Likewise, Newsquest Digital revenues were also up 8% in pounds.

Before we turn to review of expenses for the quarter, I'll provide a quick update on the all access content subscription model in a bit more detail. As I noted earlier, the model drove a substantial increase in circulation revenues again this quarter as they continue to garner customer attention in our local Publishing markets. Given we are now through the first anniversary of the 2012 launch in many of our Publishing sites, we have already begun the relaunch of our local Digital platforms starting with the debut of a new iPad for the Democrat and Chronicle in Rochester, in order to ensure that our customers are continuing to get fresh, relevant content on the most convenient platforms they choose.

The relaunch of our mobile and desktop products will continue to improve the user experience and create higher value advertising opportunities for our clients with even greater scale. We expect the relaunch of our top 35 markets to be largely completed by years end.

In addition, we continue to expand our Digital marketing capabilities to drive subscription sales, including several successful Facebook and Google customer campaign. As a testament to the appeal of those products to a wide variety of customers, we've added about 6,000 new digital-only subscribers as a result of the rollout of our college Digital subscription program earlier this year. The very first schools we approached about this opportunity Florida State University in Tallahassee and the University of Cincinnati are now providing digital subscriptions to their students and faculty. As a result, we now have 65,000 digital-only subscribers and even more significantly 1.3 million subscribers or nearly half of our total customer base, have now activated their digital access. This is a key take away for us as it further corroborates our earlier projections. This level of engagement not only indicates that our content has value of our loyal customers, but also paves the way for us to achieve the approximately $80 million incremental operating income we expect from the model this year.

Now, turning to cost and our efficiency related efforts both companywide and at the segment level. For the quarter, total Company expenses were in line with revenue with total non-GAAP operating expenses basically unchanged compared to last year. As a subset of this, corporate expenses were $2.3 million higher on a non-GAAP basis, reflecting increased stock compensation as well as unfavorable year-over-year comparative due to a small asset sale gain during the second quarter of last year.

Publishing segment non-GAAP operating expenses, excluding special items, but including initiative investments were down over 1% compared to the second quarter of last year. One note here, prior year Publishing expenses were impacted by $5.3 million in furlough savings, which did not recur again this year.

In the Digital segment, expenses were up about 4%, reflecting the impact of higher expenses at CareerBuilder. As CareerBuilder rolls out more of its products and extends its geographic reach over the course of this year, we expect somewhat higher expenses associated with those products and branding launches. This is somewhat off-cycle to the branding spending that was typically have occurred primarily in the first quarter of the year. In addition, three small acquisitions also impacted CareerBuilder's expenses during the quarter, reflecting investments in future revenue and profit growth.

Within the Broadcast segment, a 3% increase in operating expenses reflects higher costs associated with strategic initiatives, including investments and Digital development ad sales tools as well as support of their higher revenues overall. Total new initiative investment during the quarter was approximately $11 million for digital product deployments in the Publishing and Broadcast segments. As I mentioned earlier, beyond this an additional $15 million is spent within all of the segments for ongoing support of base customers for training, marketing and customer service. These investments are as planned and the results are tracking well.

In terms of profitability, each of our segments drove solid operating cash flow in the second quarter. As Gracia noted operating cash flow for the quarter in total was $277 million. Operating cash flows from the Broadcast and Digital segments were approximately $105 million and $45 million, respectively representing more than half of our operating cash flow and just over 30% of our revenue base.

Operating cash flow in the Publishing segment totaled $138 million for the quarter. Free cash flow of $173 million in the quarter was strongly higher by 23% compared to the second quarter of last year driven primarily by lower pension contributions this quarter.

Now, turning to our capital allocation results and priorities during the quarter. As Gracia already touched on earlier, in conjunction with the announcement of our intent to acquire Belo we announced that we would continue our existing annual dividend payment program. At the same time we also announced that we would extend our share buyback program replacing our existing remaining authorization with a new $300 million authorization expected to be carried out over the next two years. As you might surmise, we did not have the opportunity to repurchase a significant volume of shares during the second quarter due to the Belo transaction. As a result, we acquired just over 400,000 shares during the quarter for $8.6 million bringing the year-to-date repurchase volume to 2.1 million shares, or $41.4 million. Beyond this our dividend payout paid out approximately $46 million in the quarter with fully $92 million paid out to shareholders to-date.

Total debt outstanding at the end of the quarter was $1.36 billion as we reduced our debt by $92 million in the second quarter. Capital expenditures in the second quarter were approximately $33 million with $49 million spent year-to-date. As we've noted in the past a significant and growing portion of our 2013 $110 million capital budget is being invested in digital products and platform development company-wide and the second quarter was no different. As you know, one of Gannett's guiding tenants has been and continues to be our long-standing commitment to a strong balance sheet and a disciplined approach to the allocation of our capital. As a result to the strong operating and financial results discussed here today, we continue to have the flexibility to pursue investments, including bolt-on acquisitions that will help propel our transformation efforts forward even more quickly, assuming they make strategic and financial sense for the Company.

With that, let me turn the call back over to Gracia for some final thoughts before we take your questions.

Gracia C. Martore - President and CEO: Thanks very much, Victoria. As I said before, although our strategy is already delivering powerful results to both our top and bottom line was never meant to be a quick or immediate fix. Our transformation plan is a complex and multi-faceted process and we do not expect linear growth each quarter, but what we do want to see is continued progress. We have successfully achieved that since the implementation of our strategic plan last year, in fact accelerated it. We're not stopping there. We continue to work behind the scenes on opportunities and further innovating our offering, so that we can best compete in the digital age, and you can expect much more to come from us in the months and quarters ahead.

Now, we'd like to open it up for questions. We'll turn it over back to the operator.

Transcript Call Date 07/22/2013

Operator: John Janedis, UBS.

John Janedis - UBS: Gracia, can you talk a little bit about what you're seeing in TV, there is obviously a lot of movement with political and Olympics, but can you really just cut through it for us and tell us what you're seeing among the top categories and are you seeing much from Obamacare revenue spend?

Gracia C. Martore - President and CEO: Just to kind of recap the numbers. We are blessed with the fact that in 2012 we over achieved and generated about $75 million of political and Olympic revenues. Then obviously the next year you have to compare against that. But you know what, I'll take that overachievement every time. But if you set aside that high margin -- those dollars and exclude it, we're actually looking at, I think in our guidance we said total television revenues up in the mid-teens. Now what we are seeing is continued strength in auto and you've actually hit on something very interesting on the Obamacare side because we actually led by Dave Lougee who is also here with me and I'll ask him to pipe in here a moment. We actually are very focused on that. We see that as potentially a big opportunity for us in the coming quarters as more spending has to take place around the various exchanges and other issues surrounding healthcare. But Dave, do want to jump in on that?

David T. Lougee - President - Gannett Broadcasting: Yeah, I will. John, good question on Obamacare because as the exchanges come to market and it's going to be a state-by-state situation and bigger opportunity than others, but there is clearly some tremendous media buys and frankly opportunities for business development in the part of our stations. It would appear to be a beginning in the fourth quarter, really looks like it's going to start being October event. I'm not sure we're going to see much of it in September. Also just add-on to your question about core billing, which it's always difficult as Gracia said on the apples-to-apples side, but we think actually September is going to finish stronger than the quarter has started. Frankly, when we look at our local revenues if you go back to 2011 and where we think we're going to estimate right now, just on the local side is we'll probably finish almost 10% over 2011 in local core revenues.

Gracia C. Martore - President and CEO: And then lastly on obviously the retran side, we had another great quarter that’s kind of annuity like thing and that will obviously continue until the end of the year when we have another opportunity at one of our major cable or satellite MSOs to have another conversation with them to further align value with what we provide.

John Janedis - UBS: Maybe on a different note. On national advertising and print, I think was your best quarter maybe in about three years and I'm wondering is there anything to call out there and if you view that maybe as a potential leading indicator for the segment in terms of broader advertising?

Gracia C. Martore - President and CEO: I think there is a couple of things to call out there number one. I think that the strong team that we've put in place over the last year at USA TODAY where obviously the vast majority of our national Publishing revenue resides. I think it's just doing a terrific job in really presenting the values that USA TODAY brings across all platforms, but especially the continuing value of our print product there. So we feel very good about the progress we've made on the national front. Obviously, will have to see – there is going to be a lot of things that are frankly impacted by what second half of the year and beyond look like from an economy standpoint. And there is a lot of question marks around whether the Fed is going to tighten not tighten what healthcare cost is going to look like and the psychology frankly of CEOs of companies and how they feel about spending is going to be especially at the national level is going to be have an important impact on things, but I feel extremely pleased with the good progress that USA TODAY is making and the team that we now have in place there to lead even further innovation and further opportunities both on the print as well as even as importantly, the Digital side.

Operator: William Bird, Lazard.

William Bird - Lazard: Gracia, on the all access plan. Is your goal still 250,000 to 300,000 paying Digital subs by year-end? I guess along the same lines what needs to happen to hit the target?

Gracia C. Martore - President and CEO: I think we ended the second quarter around 65,000 level or so. We also have, obviously – there is 11,000 subscribers that started as digital-only that we fortunately were able to also participate in a home delivery as well, so they are no longer digital-only subscribers. I think there is – as I alluded to in my remarks, there is a number of things frankly that we're working on in terms of enhancements, additional Digital platforms and potentially fairly exciting add to the consumer experience by blending some assets that Gannett is uniquely positioned to do. I can't say more about that, but that's something as I alluded to in my remarks that we are going to be looking at very, very carefully over the next few months and expect to have some news on, probably in the late fall. So, while we are obviously continue to be very focused on new Digital subscribers we are really pleased with the beginnings of some of the new college programs that we are bringing on and expect to see more of that. We are focused more on the totality of the effort. The other thing I'd say, Bill, because I think sometimes folks compare apples-to-oranges vis-a-vis our numbers I think the New York Times has done just a fabulous job on their strategy, and what they've done and they talk about 700,000 paying Digital subscribers and we've got a couple of metrics and the one I think it is the most comparable to that several hundred thousand is the one that Victoria shared, which is that we have 1,300,000 all access subscribers that have activated their digital part of their subscription that they are obviously paying. So the apples-to-apples number with the New York Times, several hundred thousand, which is phenomenal, is a 1,300,000 for us. We then added that additional metric of simply brand new digital-only subs, an important additional metric, but we focus on the totality of it, we focus on that 1,300,000 that have activated, and frankly that's right on track with what we had planned and we expect that number to continue to grow over the next few quarters.

William Bird - Lazard: And separately, you mentioned some successes with the Digital marketing services program, could you give us a sense of what the approximate annual revenue run rate is?

Gracia C. Martore - President and CEO: I think that's obviously a work in progress. I don't want to be too specific about that at this point, other than to say, it is achieving the kind of growth rates that we all hope for. I think the most important thing to focus thereon is the fact that we are seeing even more demand than we thought we were going to see when we started that program or launched that initiative back in February of 2011, so another 90% growth rate on the local side of our Digital marketing services business. So, what I can tell you is that we are nicely on-track – ahead of track of what we expect. I don't want to get into the quarterly focus on numbers because I think we have too much of that. Suffice it to say, we are well along on the path of growth and with the addition of the Belo sites, particularly where there are literally millions of small and medium-sized businesses, this is an initiative that I believe ultimately will be another stool for the Gannett Company's revenue, growth, and revenue prospects.

Operator: Alexia Quadrani, JPMorgan.

Alexia Quadrani - JPMorgan: With your earlier comment Gracia on the strength of the USA TODAY on the national side, the print national side, was there any one category driving that or was it just really the improvement across the board? Then just maybe a general comment, do you have any across Europe, all your U.S. Publishing businesses of anything you are seeing in terms of advertising trends in July?

Gracia C. Martore - President and CEO: On the category side at USA TODAY in the second quarter, it was nicely distributed across a lot of categories, but I would pull out – mention of entertainment, which is now our largest category up nicely, technology spend up dramatically, packaged goods, financial, travel, retail, pharmaceutical. So, it was really a very broad mix of categories, which actually pleases us even more to see the breadth of the penetration across all of the categories. As to sort of the outlook for next quarter, as we mentioned on the Broadcast side, we unfortunately have the comparison against the phenomenal results we had last year in Olympics and political, but we've got a nice uplift obviously on the retran side and core as we mentioned also is showing nice momentum. So setting aside a tough comparison but I will take that comparison every day of the year, Broadcast is plugging along and performing very well. On U.S. community Publishing I think that we are looking at is probably in line with what we saw in the first quarter – the second quarter. Newsquest I think their topline results and bottom-line results will be better in the third quarter, but they still have the drag on the currency side as you know, the British pound has not performed with a lot of strength against the U.S. dollar over these and that will intensify again in the third quarter when we go up against a tougher currency rate. And then on the Digital side CareerBuilder looks like their strong performance will continue again in the third quarter despite a pretty anemic jobs environment, but I think that their new product innovation some of the those things that I mentioned, the communities, the niche sites that they are doing are providing them with a strong growth plus continuing to take market share. So, I'd say it's a mix of different businesses, but positive direction.

Alexia Quadrani - JPMorgan: And just one follow-up Gracia if I may, you have a lot of new and positive changes going on right now at the company in the U.S. Do you find – I guess they have involved in the Publishing business in the UK, sort of what your outlook and the things you can comment on that?

Gracia C. Martore - President and CEO: I think the management team at Newsquest has done just a terrific job given, as Victoria mentioned an even more difficult economic backdrop, although I guess the royal baby is causing retail sales to escalate today, while potential royal baby. They've just done a terrific job in what is a much, much more difficult economic backdrop. So, with any kind of improvements in the economy there and the initiatives that they have they've hired a lot of additional Digital sales resources, we are seeing some traction as a result of that on the Digital side very nicely and as a result of the strong job that they always do on the expense side Newsquest is a good business. We just need a little bit of help on the economy there to help us really realize the full potential of that business.

Operator: Michael Kupinski, Noble Financial.

Michael Kupinski - Noble Financial: Just a follow-up on Alexia's questions on the Publishing side. If you were to take out (indiscernible) the numbers, particularly the currency exchanges and so forth, would we still see the sequential decline in newspaper advertising from the first quarter and if you can talk a little bit about, obviously, the economic picture has kind of brightened a little bit I mean it is particularly in real estate and so forth in some key markets. I was wondering if we are seeing any push back in terms of advertising results of maybe the all access strategy or maybe circulation declines. If you could just talk about what you are hearing from the advertisers on the Publishing side?

Gracia C. Martore - President and CEO: Let me take the first part of that question and Victoria will jump in as appropriate. If I am reading my numbers correctly across all of Publishing we saw a slight downtick from a comparison standpoint in the second quarter. But if I exclude Newsquest, I just simply exclude Newsquest so forget currency, forget everything just excluding Newsquest actually we would've seen a sequential improvement in Publishing, Advertising quarter-to-quarter. So, you've hit on a very good point for combination of a tougher economy as well as the currency lag has really impacted the Newsquest side of the equation. But on the domestic side, we commit – continue to make good progress.

Victoria D. Harker - CFO: And in part that was driven by obviously the all access content subscription model all but offset the softness from advertising standpoint. So, excluding Newsquest, we would have been better than and I think that's an important metric and it shows the momentum we are getting out of all access content subscription model even as we cycle through the first year.

Operator: Craig Huber, Huber Research Partners.

Craig Huber - Huber Research Partners: I have three quick housekeeping questions and a strategic question, Gracia. First, for your Daily and Sunday U.S. local newspapers what was the percent change for Daily and Sunday's circulation volume year-over-year in the quarter please?

Gracia C. Martore - President and CEO: Yeah, off the top of my head, and Victoria correct me if I am wrong. I think Daily was down a little over 8% and Sunday was down about 3%.

Victoria D. Harker - CFO: Yeah, little bit over.

Gracia C. Martore - President and CEO: Little over 3%.

Victoria D. Harker - CFO: Yeah.

Craig Huber - Huber Research Partners: Then secondly, what are you guys doing on the USA TODAY circulation pricing front?

Gracia C. Martore - President and CEO: Right at the moment, we are obviously looking at a lot of things. As I alluded to in my remarks there are opportunities for us to provide some unique customer experiences combining the content around the company so something that we are looking at but in the context of some other initiatives that we can probably talk more about later in the fall.

Craig Huber - Huber Research Partners: The newspaper cost side for news print. What was the percent change for newsprint pricing, as well as the volume change, and what's the cost change for newsprint, the whole Company in the quarter please.

Gracia C. Martore - President and CEO: We were down, in terms of – while the components are about 9% and about 6% or about 15% overall, but usage being the greatest driver of that.

Craig Huber - Huber Research Partners: Then lastly if I could, given this Belo acquisition, transformational acquisition you guys announced, have you guys given much thought at the board level senior management thought to spinning-off your Publishing group at some point down the road?

Gracia C. Martore - President and CEO: I think most of the focus right at the moment is the successful integration of the terrific new acquisition of Belo Corp that will take some time and energy and opportunity to realize the unique synergies that we bring to the table vis-a-vis that transaction. But at the same time as we've said, we have a lot of flexibility in our balance sheet to do some other things, so we'll also focus on other opportunities. Gannett is committed to increasing shareholder value in the medium to long-term. We always at the board level are looking every time we meet -- and in between meetings we are looking at opportunities to increase shareholder value. We never rule anything out, but our focus right now is a transaction that has created a lot of value for the Company and will create even more into the future. So, we're focused on that in the short term to have a successful integration.

Craig Huber - Huber Research Partners: If I could just sneak one more in please. What was the percent change for auto advertising for TV in the quarter please?

David T. Lougee - President - Gannett Broadcasting: It was up about 8%.

Operator: Doug Arthur, Evercore Partners.

Doug Arthur - Evercore Partners: Victoria, I think you started to answer this couple of questions ago. But can you deconstruct the 6% increase since total circulation in the Publishing sector versus 11.4 for the local community paper. So, can you fill in that gap? I assume most of that's Newsquest. And then I'm wondering on the Digital side, you had four great quarters in a row on the margin side, you mentioned the higher cost for acquisitions and new products, the CareerBuilder. Should we expect margins in Digital year-over-year now in the second half to be sort of flat to down?

Gracia C. Martore - President and CEO: Let me take the last question first, while Victoria is looking at a couple of notes on the Digital – on CareerBuilder. As you may recall traditionally CareerBuilder and a lot of their marketing and promotion dollars and particularly tied to the Super Bowl in the first quarter of the year. They did not participate in the Super Bowl this year, and in fact I think their spending and promotional and marketing is going to be more staggered through the course of the year, which is different than it was last year and prior years. But if you look at – if you combine the first and second quarters for CareerBuilder, what you would see is that their bottom-line is up in the double-digits and margins are very strong. So, I think it's just a different factor that occurred between the first and second quarters, which is dramatically different. Now we will also have promotional spending on a more consistent basis into the third and fourth quarters unlike last year, but we expect that CareerBuilder will have a strong quarter in the third quarter again, but you sort of have to blend the first two quarters together to really have a full picture and that picture is a very good one.

Victoria D. Harker - CFO: Just to further (crush out) that point. Some of the acquisitions that they have done obviously are compressing their margins right now because they haven't yet started to see the growth that have expected by way of those acquisitions. Three of them actually impacted their expenses during this quarter as well. I think in terms of your previous question the local domestic circ revenue being up about 11%. You were asking for the composition of the drivers relative to that?

Doug Arthur - Evercore Partners: Well, I am trying to get – you are saying 11.4% at local community papers but it was 6% overall so I'm assuming the logical gap is USA TODAY and Newsquest and I am just wondering if you can spell that out a little bit?

Gracia C. Martore - President and CEO: Yeah, I think that's obviously right, Doug. Let me just say on the USA TODAY circulation front, and then Victoria will chime in here, that as we mentioned with Hilton we are managing the transition there. I mentioned the point where we are now, obviously, as we look at the travel space and hotels we observe the behaviors of consumers and clearly many more of them want to see USA TODAY on their iPad or their smartphone. So, we put together a Digital portal for Hilton for about 3,000 of their hotels called The Pointe. We have a number, I think, I mentioned about 160,000 or so folks daily who are looking at that site. So, we are managing down the print delivery, for instance, at Hilton as we transition to more focus on our Digital delivery of news and information. So, I think you'll see that the print will continue to decline, but will be continuing to pick that up and we are paid for that, not as a circulation number, but as a specific cost for the portal and the number of rooms that we serve, et cetera, so it's a traditional circulation number that you will see there, but Victoria you have.

Victoria D. Harker - CFO: I think to Gracia's point on that we're actually as a traversing some of those partnership programs the circ number doesn't exactly (indiscernible) the revenue and operating income benefit we're getting from the pricing from some of those programs. But in terms of the decomposition of the 6% total Company-wide, as we've mentioned obviously 11.5% up for USCP, down about 11% relative to the USA TODAY across the groups and down about 1.1% for Newsquest overall.

Operator: James Goss, Barrington Research.

James Goss - Barrington Research: Couple on the Broadcasting area Gracia. I think you alluded to an interest in potential additional Broadcast properties. Did I read that correctly? And do you have somewhat of a parallel focus on integrating Belo, and possibly also looking around that what else might be additive. Do you have certain limitations because of the 39% rule; I think some of that still an impact because of your heavy focus on VHF network affiliates?

Gracia C. Martore - President and CEO: I think Jim, what I was alluding to is the fact that number one we have even with the Belo transaction an incredibly strong balance sheet. This just actually enhances our cash flow generation and actually strengthens our balance sheet. So, we have a lot of flexibility. We are not just focused on Broadcast; we are focused on any opportunity that will provide that –that will provide us with higher margin higher growth businesses at the right price. Obviously that's always a constraint. As to the 39% cap, we will be about -- on a reported basis about 30% with the addition of Belo, but there is a difference between the way you count UHF versus VHF, so actually for FCC rule purposes Dave we're about what 23% or 24%?

David T. Lougee - President - Gannett Broadcasting: That's right, 22%, 24%.

Gracia C. Martore - President and CEO: So we have plenty of room if we were to see other opportunities on the Broadcast side that would not be a gating factor, but I just want to be perfectly clear we're looking at a variety of different opportunities, not all in the Broadcast arena that fit the description of good businesses with high margins and high growth characteristics.

James Goss - Barrington Research: Another area I'd want to talk about is that (indiscernible). How do you view it as an operator, but not a network owner in terms of impact on your business? Is it good for reach, but bad for retransmission discussions, seems to be inserting itself into the CBS Time Warner Cable discussions apparently from some reports?

Gracia C. Martore - President and CEO: Let me start and then I know Dave will want to add. First of all, (indiscernible) is a very, very, very small number of subscribers at this point, barely a blip on the screen. So we'll start with that. So, its impact right now is obviously extraordinarily inconsequential. But what I would say is that as a content creator, we philosophically believe that content creator should be compensated for the use of their content that's what retransmission revenues and fees are all about us being fairly compensated for the content that we provide. We're not directly involved, but clearly on the West Coast, the trial court (indiscernible) have taken quite a different picture, this and a different attitude and result than the New York courts have taken thus far. We believe that the courts are ultimately going to conclude that (ARIO) must compensate broadcasters before it can reach transmit over the air broadcast programming to its subscribers. I mean that’s just a fundamental tenant of copyright laws and content and everything else, but Dave I don't know if you want to.

David T. Lougee - President - Gannett Broadcasting: I think the thing you said is well.

James Goss - Barrington Research: And finally, the moves at Tribune, which have somewhat mirrored your move. How are you viewing that and either in terms of your Broadcast strategy or as a partner in CareerBuilder have classified ventures?

Gracia C. Martore - President and CEO: Obviously, on the CareerBuilder side, we are the majority owner and have control of that partnership. We are good partners with Tribune and with McClatchy in that partnership. What Tribune decide it does or doesn't want to do with their stake that something that they will have to share with all of us. On cost side ventures obviously there are a number of partners all of us have, when we first started I think all of us had aligned interest going forward. I think some of that alignment perhaps has changed over the course of years as different folks have gone in different directions with their business strategies and you know that's something that we all have to look at and think about through the lens of what our business strategies are and we will see how that all plays out here. I think we have time for one more question. We don't want to impose on everyone's time.

Operator: Edward Atorino, Benchmark.

Edward Atorino - Benchmark: In the tax that shows a relatively small increase in Digital, is it 3% or something like that. And in the other part of the tax, it's shows an 18% increase. What am I missing?

Victoria D. Harker - CFO: In the 3%, that is purely the Digital segment and the Digital segment really only has in it our interest – 100% of CareerBuilder, although then we have to take out the part we don't own in the minority – the old what we have used to call minority interest line at the bottom. It includes PointRoll, ShopLocal and a couple of other small businesses. When we refer to all Digital revenues companywide, for instance, in Dave's Broadcast division, they generate a lot of local Digital revenues. In Bob Dickey's local Publishing markets, we generate a huge amount of Digital revenues, similarly with Newsquest, similarly with other businesses. So what we do is we then look at all of those Digital revenues across the company and combine them and so that's the difference between the two; one is segment, one is the total company all Digital revenues.

Edward Atorino - Benchmark: Some chunk of that Digital isn't doing too well. One is up 18 and is up 3, something is got to be going down?

Gracia C. Martore - President and CEO: No, you are comparing apples, Victoria?

Victoria D. Harker - CFO: The Digital segment, just on the standalone basis obviously has a much bigger base so it is not growing at nearly the high double digit teens as does some of the smaller businesses which we're able to grow much more quickly as well as the overlay businesses that we sell Digital into. So, that has a much smaller base to grow from and on a percentage basis all-in USCP when they are selling, for example, the overall content subscription model it is generating a very fast growth rate on top of its base because it just launched a year ago CareerBuilder is growing from a much larger base, but it has been in existence for quite a long time.

Gracia C. Martore - President and CEO: But very nice growth rate as well.

Edward Atorino - Benchmark: Is the 186 and the 374? Operating represent Digital 186…?

Gracia C. Martore - President and CEO: Yes. One number is purely the Digital segment. Those businesses as I mentioned CareerBuilder, PointRoll, ShopLocal. The bigger $374 million number includes all of those businesses, plus Digital and Broadcast, so Digital marketing services, USA TODAY, local banner ads that are being sold in our local properties et cetera so the $186 million segment is a subset of that total $374 million. Thanks very much for joining us. If you have any other questions I know that Jeff Heinz would be delighted to take them. He can be reached at 703-854-6917. Have a great day.

Operator: This does conclude today's conference. Thank you for your participation.