Showing posts with label Deals. Show all posts
Showing posts with label Deals. Show all posts

Friday, February 14, 2014

Goodbye | After six-plus years, I'm calling it quits

I started publishing Gannett Blog in September 2007 as a virtual water cooler where employees could share information at a time of tremendous change across the news industry. I set just two conditions: that I have at least 500 daily readers, and that Gannett remain substantially the same company.

Today, I still have more than enough readers: This site averaged more than 15,000 unique monthly visitors last year, according to Google Analytics, an impressive number when you consider the company employs only about 30,000 people. Indeed, since launching, Gannett Blog has generated amazing traffic: 5.5 million visits and 13.4 million pageviews.

But with the purchase of 20-station TV company Belo in late December, Gannett is no longer the same company. Corporate projects broadcasting will eventually account for more than half of all earnings; throw in digital, and the figure is forecast to rise even higher. In other words, Gannett is now a TV giant with a side interest in newspapers, its mainstay business since 1906, when Frank Gannett founded the company with a single daily in Elmira, N.Y.

Gannett is also a much smaller enterprise. It has eliminated more than 20,000 jobs since the workforce peaked at 53,000 in 2003. Revenue fell to $5.2 billion last year vs. a record $8 billion in 2006. GCI shares trade for $28 vs. an all-time high of $90 in 2004.

And now Wall Street is raising pressure on Corporate to spin off the troubled newspaper division. I had much of this in mind in early December, when I wrote about Gannett's digital efforts in a lengthy post that also serves as a history of this blog.

There are other reasons for me to quit now. I turned 57 years old on Sunday, a turning point to pursue new adventures while saying goodbye to old ones.

I've thoroughly enjoyed publishing Gannett Blog -- so much so, I returned in late 2009 after taking a five-month break I initially thought would be permanent. This time, I won't change my mind.

What this means
You can continue posting comments through tonight, when I'll disable commenting for good. The site will remain available on a read-only basis as long as Google supports the Blogger software platform I use. There's plenty to read from the past six years: more than 7,000 posts and nearly 140,000 comments.

I'm no longer seeking gifts from readers. You've been tremendously generous over the years and for that I continue to be grateful. I will refund any contributions I've received since Jan. 1 where I have contact information for donors. (Readers with auto-renewing subscriptions should use the "Unsubscribe" link near the top of the green sidebar, right.)

Thank you.

Jim Hopkins
Publisher and Editor
San Francisco

I'm no longer accepting comments here or anywhere else on this site. To e-mail confidentially, write jimhopkins[at]gmail[dot.com]; see Tipsters Anonymous Policy in the green rail, upper right.

Friday, February 07, 2014

Report: World Bank unit eyeing 400K of Tysons HQ

Corporate-USA Today complex reportedly under consideration.
The International Bank for Reconstruction and Development is shopping for 400,000 square feet to buy in the Washington area, and one site it's considering is the Crystal Palace complex that houses Corporate and USA Today, according to a new report by commercial real estate trade site Bisnow.

In turn, the site says, Gannett is looking for 200,000 square feet in Arlington, Va.

IBRD, part of the World Bank, would vacate three sites that it's currently leasing, according to Bisnow, which didn't provide any sources for its story.

While Corporate has leased space to other tenants as it shrunk operations in recent years, I'm unaware of any plans to sell space in the complex, which has 820,000 square feet, according to the architect.

Tuesday, February 04, 2014

Breaking up Gannett? Read Martore's reply today

Wall Street hasn't given up on pushing Corporate to spin off the flagging newspaper division, pressure that's been building especially since the takeover of TV company Belo. Here's one such exchange from this morning's fourth-quarter earnings teleconference with stock analysts, according to Seeking Alpha's transcript. As she has in the past, CEO Gracia Martore leaves herself plenty of wiggle room.

James Goss of Barrington Research: Why doesn't Gannett split up the company like everybody else is doing?

Martore: I think the most important thing that the Gannett can do right at this moment is to achieve all of the great synergies and all of the great things we believe we're going to achieve and we've set out that we're going to achieve from our combined Broadcasting group, not only for 2014 but to set the stage for all of that to occur over the next three years. So that has a lot of our time, focus and energy right now.

But at the same time, I will tell you that the board of directors and I are continuously evaluating, as you would expect, everything -- a lot of different ways for us to have consistent increases in shareholder value. We evaluate everything from capital allocation decisions to the appropriate structure for our businesses and our company and everything in between.

But I think, Jim, right at this moment in time, just literally having completed the Belo acquisition, in the short term our time, energy and focus is to create the substantial -- substantially more shareholder value we believe we're going to achieve with the successful and I believe overly successful achievement of everything we promised around the Belo transaction.

Tuesday, January 28, 2014

Mail | Three reasons why Gannett won't break up

Anonymous@7:05 a.m. says that, despite a recent published report, Gannett won't split itself into two companies -- one with newspapers, the other with TV and other faster-growing businesses -- for several reasons.

1. Gannett and its board of directors are way too conservative. And they have the most conservative CEO on the planet running the company. It would be too radical for them to even think about doing it. With 70% of the revenue coming from print, they can't begin to think of how or why a split could possibly bring more value to the company.

2.  Gannett's leadership doesn't have the strategic change management knowledge, decision-making ability, or good judgement to understand how to navigate a split of their company. It barely knows how to facilitate restructuring teams as a result of three years of downsizing its workforce. It would be an utter internal organizational cluster-fuck with even more fiefdoms sprouting up all over the place and people jockeying for positions around the company. It would be a freakin' mess -- and more of a mess than the company is now. And that's saying a lot.

3. The company is too . . . scared to try running with TV and digital on their own. And management should be scared because there's no real guarantee of local TV news' long-team survival. If they tried to run a digital company all solo, they may have to reduce their workforce again. And that's probably not going to happen. Gannett is a deer in the headlights when it comes to any of this. They are too scared to do anything radical or anything at all. So, they'll just stand there in the middle of the road and we'll watch them get hit by the semi-truck.

As always, other views are welcome. Please post your replies in the comments section, below. To e-mail confidentially, write jimhopkins[at]gmail[dot.com]; see Tipsters Anonymous Policy in the green rail, upper right.

Monday, December 23, 2013

Bulletin: Gannett completes Belo Corp. takeover; deal transforms GCI into a predominantly big TV company with a sideline in newspaper publishing

Gannett just announced it's closed the $2.2 billion purchase of 20-station TV company Belo to focus on more profitable broadcasting over declining newspapers -- one of the media giant's biggest strategic shifts since Frank Gannett founded the company in 1906 with a single paper in Elmira, N.Y.

Announced six months ago, the takeover is expected to bolster revenue and earnings while Gannett's single-biggest revenue source, newspaper ads, continues its seven-year-long decline amid stalling digital growth.

But it may only take Gannett out of the fire and back into the pan for a relatively short period.

Local broadcasting is just steps behind newspapers in losing ad revenue to digital rivals like Twitter and Facebook. It ties the company more than ever to the cyclical fortunes of TV, which roller coasters every other year with political and Olympics advertising. And it will likely increase Wall Street's pressure on CEO Gracia Martore to spin off the 100 daily U.S. and U.K. newspapers into a separate company to fend for themselves.

Lougee
The purchase nearly doubles Gannett's broadcasting division to 40 stations from 23, and gives it entree to lucrative markets in Texas and the Pacific Northwest. Once fully integrated, broadcasting would account for more than half of earnings. In 2012, a record year for the division, broadcasting accounted for 17% of company-wide revenue of $5.4 billion.

The deal is being completed in two stages, Gannett said in a separate press release earlier today. Three of Belo's stations, in St. Louis and Phoenix, are being sold to Meredith Corp. for $408 million to satisfy U.S. Justice Department concerns that Gannett's takeover would be anticompetitive, driving up local advertising prices.

The deal will add about 2,700 employees to Gannett's 30,000 worldwide. And it almost certainly puts broadcasting president Dave Lougee, 54, into the pole position to succeed Martore, who faces mandatory retirement when she turns 65 in September 2016.

Investors bid up shares
Wall Street has rallied around the deal, contributing to a 34% rise in the company's stock the day it was announced -- an unusual reaction because shares of acquiring companies typically fall amid investor uncertainty over the outcome. That led to some grumbling among Belo shareholders that management was selling for too little.

Since the takeover was announced, Gannett's stock has vaulted 40% vs. a smaller 13% gain in the broader S&P 500 index.

Under the deal, Gannett will take outright ownership of only 15 of Belo's 20 stations. Four other stations, including ones in Phoenix and Portland, Ore., will be spun off to two newly created companies led by former TV executives. A fifth station, in St. Louis, will be divested under a deal with the U.S. Justice Department's antitrust division.

Of the four stations being sold to new companies, Gannett will help with financing, and will provide lucrative back-office services for those two companies under long-term contracts that will keep them close to Gannett's fold. That structure allowed the deal to comply with federal regulations limiting how many TV and radio stations one company can own in any single market.

The takeover includes $1.5 billion in cash plus assumption of $715 million in debt. It's one of the biggest in Gannett's history, rivaling the $2.6 billion cash purchase in 2000 of Central Newspapers, which included The Arizona Republic and The Indianapolis Star. And it comes as Gannett has recently stumbled in its drive to become a digital powerhouse.

Today's announcement moves Gannett into the next equally daunting phase: integrating Belo into broadcasting, which includes trimming Corporate expenses and negotiating more favorable retransmission agreements to hit earnings targets. That could take up to three years, Gannett has said, a time frame that would coincide with Martore's expected retirement, making the deal one of the capstones in her 28-year Gannett career.

Related: Gannett's far-flung businesses. Plus: Belo at a glance.

Friday, December 20, 2013

Urgent: FCC OK's Belo; closing set early next week

Advancing a deal that will fundamentally reshape Gannett, the company just announced that the Federal Communications Commission has granted approval for Gannett's $2.2 billion takeover of Belo.

"All regulatory approvals for the transaction have been received," Gannett and Dallas-based Belo said in a press release. "Closing is expected early next week upon completion of remaining customary closing conditions."

Today's FCC announcement had been expected.

The takeover, which includes $1.5 billion in cash plus assumption of $715 million in debt, will for the first time turn Gannett into a predominantly TV broadcaster after more than a century as a leading newspaper publisher. Including four stations that Gannett will service, although they will be owned by third-party investors, the deal will add 19 stations to the broadcasting division's existing portfolio of 23.

Gannett announced the surprise deal in June, spurring a big run-up in Gannett's stock. It recently traded today for $27.91, up 43 cents or 1.6%. Year to date, GCI stock is up 55% vs. a much smaller 28% gain in the S&P 500 index.

Thursday, December 19, 2013

Report: FCC's OK of Belo deal expected tomorrow

The Federal Communications Commission's approval is one of the last regulatory hurdles Gannett and Belo had to clear before the $2.2 billion takeover of the Dallas TV company could be consummated. Broadcasting & Cable, citing sources it did not identify, reported the FCC's impending OK in a story today.

The agency's sign-off would follow Monday's announcement that the U.S. Justice Department and the two companies had reached a settlement of antitrust concerns where Gannett would divest itself of Belo's KMOV in St. Louis.

Under the original deal, KMOV and four other Belo stations were to be sold to third-party investors to comply with federal regulations limiting how many stations one company can own in any single market. Gannett already owns St. Louis station KSDK.

Gannett will sign so-called shared service agreements with the other four stations, basically letting it operate the stations without retaining actual ownership. Gannett is providing financing to the investors buying the stations: former Belo chief Jack Sander and Ben Tucker, former head of the Fisher station group.

Broadcasting & Cable said the Justice Department was particularly concerned about St. Louis because the deal would have given Gannett a dominant position in spot advertising in that market, leading to higher ad prices.

Monday, December 16, 2013

Gannett and DOJ reach surprise pact on Belo deal

That's according to a Gannett press release issued earlier today. The agreement between Gannett, Dallas TV company Belo and the U.S. Justice Department resolves an anti-trust issue over the future of Belo's KMOV-TV in St. Louis that Corporate had not previously made public.

In the agreement, Gannett will sell most of the St. Louis station's assets after the $2.2 billion takeover of 20-station Belo is completed.

Under the original deal, KMOV and four other Belo stations were to be sold to third-party operators to comply with federal regulations limiting how many stations one company can own in any single market. Gannett already owns St. Louis station KSDK. The other four stations were not mentioned in today's announcement, suggesting they will still be sold to the third parties.

Gannett said the DOJ deal "should enable" the takeover to be completed by the end of the month. It's still subject to final approval from the Federal Communications Commission, according to today's release.

Investors appeared unfazed; Gannett's stock recently traded for $26.68, up 49 cents or 1.9%.

Previously, Gannett had said only that the Justice Department was seeking additional information about the deal, a request that it termed a "standard part" of the department's review of any such deal.

Sunday, December 08, 2013

Digital Divide | Along a journey to transformation, an aging publisher stumbles at a critical crossroads

Gannett's website markets newspapers and other subsidiaries as consumer brands.

In late October, when CEO Gracia Martore briefed Wall Street stock analysts on Gannett's latest quarterly report, she drew a bright line under another rise in digital revenue -- fresh evidence, she said, the company was successfully weaning itself from its legacy newspaper business.

This wasn't the first time Martore had swung the spotlight toward digital. Three months before, she said it had grown to 30% of all company-wide revenue, adding: "We are accelerating our transformation into the 'New Gannett' every day."

In fact, the nation's top newspaper publisher started aggressively retailing this new image last winter during the advertising industry's "upfront" market, where traditional print media jockeyed with TV networks for ad dollars. The chief of national sales, Mary Murcko, told the trade publication AdAge: "We are not the media company -- the 100-year-old newspaper company -- people still think we are."

This was a Madison Avenue milestone, the debut of a made-over publisher long dismissed as a relic sidelined by Internet and mobile technologies. Now it was a "media and marketing solutions company" pitching a portfolio of consumer brands. Gannett was finally running with the big dogs.

But behind the scenes, hundreds of pages of newly examined company documents tell a different story, one sharply at odds with Gannett's energetic public relations campaign to burnish its old school profile.

Although digital revenue did rise last quarter, regulatory documents show the growth rate has been retreating all year. It was 29% in the first quarter, 20% in the second, and 12% in the third. It will narrow even more in the current quarter, Gannett warned investors Nov. 6 in a U.S. Securities and Exchange Commission filing.

After jumping when Gannett started launching 78 newspaper paywalls two years ago, digital’s contribution rate to company-wide results only clung to 30% last quarter because overall revenue fell, SEC documents show.

Here's why: The paywalls are now running on fumes. They brought double-digit subscription price hikes, forcing readers to pay for digital access whether they wanted it or not. That ginned up untold millions in new digital revenue. But those more costly subscriptions are now fully in force; without another across-the-board price increase, paywall revenue growth could grind to a halt as soon as this quarter. No such increase is in the works.

Martore
A forecast boom in digital-only subscriptions aimed at a key audience, younger readers, has become a stunning bust. In the Oct. 21 quarterly earnings teleconference with Wall Street analysts, Martore conceded Gannett had sold fewer than 100,000 nationwide vs. a forecast 250,000 to 300,000 by year's end. If sales remain tepid, the company will be saddled with three million aging subscribers and no clear path to replacing them.

Revenue from Gannett's freestanding digital businesses -- chiefly, the big employment site CareerBuilder -- has been growing at only low single-digit rates after peaking at 13% in 2011. Year to date, it's up just 4% from a year ago, SEC documents show.

The digital squeeze is all the more worrisome because it comes amid an accelerating decline in the company's still-biggest source of revenue, newspaper advertising, which fell 6% in the last quarter. To be sure, revenue growth pulls back as any company's financial base fattens. Nonetheless, a plateau this soon raises concerns about Gannett's drive to become a digital powerhouse amid bruising competition from more fleet-footed publishers like Facebook and Twitter.

It also underscores the importance of Gannett’s takeover of Dallas TV company Belo. The $2.2 billion tie-up, which could close any time now, is crucial to boosting revenue and earnings -- and holding impatient investors at bay. Indeed, analysts are already asking whether Gannett should spin off its fading newspapers into a separate company after Belo is absorbed, essentially sending them to the corporate equivalent of a nursing home. That question may easily resurface Wednesday when Martore's team meets with analysts at an industry conference in New York.

Frank Gannett
How Gannett arrived at this crossroads is a story about a business Frank Gannett founded in 1906 with a single newspaper in Elmira, N.Y., battling for survival in a 21st century economy. The outcome, closely watched by other publishers, is of keen interest to a global constituency: 30,000 employees, 8,000 shareholders, and millions of others served by Gannett's 100 U.S. and U.K. dailies, 23 TV stations and more than 700 other media businesses.

The story is also about an entrenched board of directors, the opportunity they missed at a fateful moment, and two executives who led the company to a financial precipice -- only to pull it back before it tipped into oblivion.

Transforming vs. tweaking
There's little doubt Gannett has taken major strides toward its goal of becoming a more digital enterprise. Seven years ago, before digital got pushed to the fore, it was only 5% of annual revenue. Since then, it’s grown by $900 million, to last year's $1.3 billion. That came as the company reported its first annual increase in full-year revenue, $5.4 billion, since 2006.

Gannett has also reduced its reliance on newspapers; their advertising and circulation tumbled to 65% of all company-wide revenue last year vs. 83% in 2006.

The Belo takeover will almost double the number of TV stations to 43, transforming Gannett into a broadcasting company with a side business in newspapers. It will become the nation's fourth-largest owner of big network affiliates, with a bigger footprint in lucrative markets like Texas and the Pacific Northwest. Under the deal, which includes $1.5 billion in cash and assumption of $715 million in debt, broadcasting will eventually account for more than half of earnings, according to the company. Announced in June, the Belo purchase is a major reason Gannett's stock has surged during this year's second half.

From the depths of the recession, when shares fell below $2 as competitors went bust, Gannett is now trading in the mid-$20s; it closed Friday at $25.55. Year to date, it's up 42% vs. a much smaller 27% gain in the S&P 500 index. To be sure, shares were treading water all year before the Belo deal. And other publishers' stocks also have jumped during what's been a sizzling bull market.

The board of directors has boosted the dividend twice since slashing it 90% four years ago. The company has repaid billions in once-crippling debt. And Martore has pledged to return $1.3 billion to stockholders by 2015 through dividends and share repurchases.

But Gannett still faces enormous challenges.

The company remains heavily dependent on its most troubled division, newspapers. Their ad sales have fallen every year since 2006, with no end in sight. That includes digital advertising, too. Indeed, after nearly leveling off the end of 2012, losses have grown in percentage terms during each of the past three quarters.

Paton
Paywalls are on track to generate $100 million in new earnings. But that's fueled by the big subscription price increases in 2012 that aren't set to be repeated; Gannett says only that it's now selectively raising prices in some markets. The company's publishing partner in Detroit and elsewhere just announced similar paywall plans, but with little enthusiasm. "Let's be clear," John Paton, CEO of Digital First Media wrote last month. "Paid digital subscriptions are not a long-term strategy. They don't transform anything; they tweak. At best, they are a short-term tactic."

Although Gannett's TV stations contributed mightily to last year's year-over-year revenue increase, that stemmed from record political and summer Olympics ads on the core NBC affiliates. That's a revenue roller coaster only occurring every other year. Meanwhile, broadcasters are just steps behind newspapers in losing ads to rival publishers like Google and Tumblr, says media consultant Ken Doctor.

"Think about how much digital targeting could take away political broadcast money by 2016," he wrote when the Belo deal was announced. At best, "Gannett may have bought itself another three to five years of relative revenue stability."

In any case, it will be well into next year before Belo's operations are fully integrated. And it could then take as long as three years to achieve all the forecast savings by slashing overhead and negotiating more lucrative retransmission agreements to hit earnings targets, according to Gannett.

Digital weapons in Gannett's arsenal are in jeopardy, or are too new to make meaningful contributions.

USA Today's iPad app is still free.
The USA Today Sports Media Group underwent a shakeup when its founding president, Tom Beusse, resigned unexpectedly in October -- casting doubts on his promise to deliver more than $300 million in new revenue by 2015. USA Today, the company's most famous brand, has failed to attract a big enough audience willing to pay for digital access. Publisher Larry Kramer says only that paywalls are being studied.

Gannett is redesigning all its U.S. news websites and digital apps to boost readership and ads. But more than two years in, only USA Today and a handful of others have made the switch. That's despite a recent forecast they'd be installed in the top 35 markets by year's end. Indeed, at one point, Gannett said all 105 sites would be relaunched as soon as this past February.

The newly christened G/O Digital marketing services unit, which advises small businesses on using social media, is forecast to generate up to $350 million in new sales, but also not until 2015. Revenue there grew 90% in the second quarter and a smaller 70% in the third. Martore has declined to divulge dollar amounts when pressed by analysts.

To be certain, Martore has made no secret of the fact Gannett's strategy will produce uneven results. "It was never meant to be a quick or immediate fix," she said in July. "Our transformation plan is a complex and multifaceted process, and we do not expect linear growth each quarter."

Gannett's corporate communications department did not respond to my questions for this story.

Barbarians at the gate
Gannett's digital push began in earnest in 2005 when the board of directors was casting about for a new CEO to replace Doug McCorkindale. An attorney with no journalism background, McCorkindale had been a company executive 34 years. He was only the fifth CEO since Gannett's start a century before, one in an uninterrupted line of insiders at the core of an insular corporate culture.

Barron's not long before had put McCorkindale on the cover under the headline, "Gannett's Good News." Wall Street's must-read weekly gushed over his empire building. "I'm potentially interested in buying anything in the news, information, advertising and entertainment businesses," he said. "If the Pearson group wanted to sell the Financial Times, I'd look at it very closely. Dow Jones & Co. is a great franchise, and if it ever came into play, I'd be very interested."

And why not? Gannett had the requisite war chest: Annual revenue was headed for a record $8 billion. Earnings would hit $4.90 a share, just three cents shy of a record. From coast to coast, in Guam, and the U.K., Gannett employed 53,000 at hundreds of daily and weekly publications, magazines and the several dozen TV stations.

Zuckerberg
But time was running out. Publishers and broadcasters were finally facing real competition from a rising number of new, nimble start-ups. Only one year before, 2004, Google launched its IPO, and Mark Zuckerberg started Facebook from a Harvard dorm room. YouTube was brand new.

In 2006, Twitter fired off the first tweet; its recent initial public offering values the microblogging service at $24.5 billion vs. Gannett's $5.8 billion. Instagram would not start until 2010, only to be bought by Facebook two years later for $1 billion cash. (And it had only 13 employees.)

Against that backdrop, Gannett's board might have ignored precedent and hired an outsider with real digital chops as the sixth chief executive. But under McCorkindale, who also chaired the board, directors played it safe. They promoted Craig Dubow, 50, from broadcasting president to lead a company still dominated by newspapers. A University of Texas graduate, Dubow had been an employee 24 years, starting at Denver station KUSA.

Years later, after Gannett's battered stock had plunged to less than five bucks a share, an anonymous Gannett Blog reader recalled Dubow's ascension memorably:

"A myopic board of directors placed a man, a great, very likable man, with a brilliant broadcasting career, but a man that had not spent a minute of his professional life inside a newspaper, in charge of a company with 100 or so newspapers at the worst time in the history for print newspapers. It is like putting at the helm of Titanic a great producer of wheat from Indiana, who had never been at sea before. He could sink the ship even without icebergs."

But McCorkindale, announcing Dubow's promotion in spring 2005, thought otherwise: "Craig has all the skills a 21st century media CEO should have, from highly successful management experience and broad-based knowledge of the digital world to the vision and energy of a top-notch leader."

Dubow got a big raise: His first year's pay soared to $2.4 million from $1 million as head of broadcasting, according to SEC documents. Martore, chief financial officer at the time, became Gannett's No. 2 executive. They would work in lockstep when the company entered free fall.

That Wednesday afternoon, Gannett's stock closed at $75 a share.

Charting digital's new course
Dubow immediately set a new strategic plan focused on digital. Newsrooms were now "Information Centers," reorganized to favor websites over print in a bid to ratchet up traffic and ad revenue. Digital ventures would be nurtured within, starting with a "moms" site aimed at female consumers.

Dubow in 2006
Dubow launched the company's first R&D lab and a Gannett Digital division with this goal, according to his 2006 annual letter to shareholders:

"To move Gannett from a newspaper and television company with affiliated websites to a digital powerhouse, capable of capturing a growing share of what pundits believe will be a pool of Internet advertising dollars in excess of $20 billion by 2008."

Of course, Dubow hadn't inherited an analog dinosaur. The company already had that $400 million in digital revenue -- 5% of all. He closed his letter with a prediction: "With our employees, our discipline and our plan, I am confident 2007 will be as transformative as 2006."

He was right, although surely not as he'd imagined.

Financial panic erupts
The housing bubble floating the economy burst. Gannett was badly exposed in four states among the first to be hit hard: Arizona, California, Florida and Nevada. Combined, they accounted for 40% of the decline in the company's U.S. ad revenue.

The real estate bust spawned a global credit crisis and the Great Recession, slamming Gannett. Complicating matters, the company had accumulated $3.8 billion in long-term debt just as the recession deepened, sapping revenue needed to service it. Some of the debt stemmed from $1.8 billion in Gannett stock buybacks during 2005-2008 at prices averaging $64 a share, according to SEC documents. Most of those buybacks -- $1.3 billion -- were in 2005 alone, the year Dubow took over as CEO and Martore entered her third year as chief financial officer. (Based on Friday's $25.55 closing price, those shares are now worth well less than half as much: $726 million, excluding dividend savings.)

Certainly, other publishers -- the New York Times Co., McClatchy, Lee Enterprises -- had made similar blunders during an industry-wide spending orgy.

In the recession years 2007-2009, Gannett's annual revenue plunged 25%, to $5.6 billion. Dubow and Martore, by now his heir apparent, responded with draconian cost-cutting to stave off creditors: Massive layoffs. Furloughs. Wage cuts. A frozen pension plan. A tattered dividend. With newspaper values collapsing everywhere, Gannett wrote off $8.4 billion worth of its assets in 2008 alone.

To be sure, management took big hits, too. Dubow's annual pay fell to $4.7 million in 2009 vs. $7.5 million in 2007. Still, infuriating employees, the board of directors continued awarding large cash bonuses. In SEC documents covering those years, they cited a long list of accomplishments that specifically included whacking 11,000 jobs.

Dubow doubled down on his digital plan, hiring Gannett's first chief digital officer, Chris Saridakis. Gannett expanded the Moms Like Me network, entertainment site Metromix, and other non-print ventures.

Zell
But perhaps most important, that fall Dubow wrested razor-thin majority control of employment classifieds site CareerBuilder from Tribune Co.'s pugnacious CEO, Sam Zell. Dubow had an edge over Zell because Tribune was headed for bankruptcy.

With the $135 million CareerBuilder deal, Gannett made a big change in financial reports to Wall Street. It created a digital-only line consolidating all revenues from CareerBuilder and other standalone businesses.

Significantly, CareerBuilder meant Martore could book 100% of its revenue even though Gannett barely owned 51%. The very next quarter, the digital-only line surged to $170 million from $24 million a year before. In the years that followed, the accounting shift helped Gannett sell itself as more of a digital company, and less about paper and ink.

But it wasn't enough.

Just as the recession eased, some of the most high-profile digital efforts started fraying. In spring 2010, Saridakis quit as chief digital officer after only two years, complaining about the Dubow team's indecisiveness. In a prescient parting letter, he ripped paywall plans. Dubow took a full year to replace him with David Payne.

Payne shuttered the once-celebrated Moms Like Me consumer network after concluding further investment would be a waste. Entertainment site Metromix slumped. Other digital ventures collapsed. The ad services subsidiary PointRoll started churning through CEOs, threatening its hugely profitable pipeline. More recently, an online coupons site, DealChicken, has been retrenching.

A new Crystal Palace chief
In October 2011, with revenue still falling and plagued by back problems, Dubow quit. Reviled for the slash-and-burn tactics that ultimately cost 20,000 jobs on his watch, he retired with an estimated $32 million payout. The board promoted Martore, then 60 years old, to become Gannett's first female CEO.

Like Dubow, she also was an insider, always working at the corporate offices now housed in a glittering complex outside Washington that employees call the Crystal Palace. Martore arrived in 1985 as assistant treasurer, later rising to chief financial officer in 2003. Her bio reads like a classic American bootstrapper story, according to The Washington Post.

"Granddaughter of Italian immigrants," wrote Post correspondent Paul Farhi. "Father died when she was a kid. Held down three jobs to get through Wellesley College. Learned a skill and worked like the dickens."

The much-hated "Blue Ball" sculpture.
Martore quickly sought a less imperious image before employees traumatized by waves of layoffs. She ended reserved parking for top executives. And she ditched an executive suite sculpture dubbed the Blue Ball of Death for its role in the infamous firing of three USA Today employees in 2001. A big Red Sox fan, Martore soon enlivened dry analyst meetings with sports metaphors and even jokes.

One of her first, most important jobs was shepherding eagerly awaited newspaper paywalls into 2012. With newspaper ad sales still falling, milking circulation was a must. Management forecast those $100 million in additional annual earnings by 2013 with the paywalls and new apps. With relatively little investment in hiring and marketing, it was like found money.

By then, Gannett had been testing paywalls for two years. Dubow had said early data showed "very interesting results," although he was never more specific. Based on how the company eventually marketed them, however, the pilot tests didn't uncover much demand among the company's bread-and-butter customers: predominantly older, less technology-driven print subscribers.

Gannett gave its paywalls an ungainly name, all-access content subscription model, and sold them in just two flavors: a print subscription including Web and app access for up to around $25 a month. Or digital-only for $12-$15 monthly. Using a "metered" approach, non-subscribers could read a limited number of articles for free before getting prompted to pay.

But the paywalls arrived with an unpleasant surprise: those double-digit subscription price hikes at renewal. Trying to spin the bad news, Gannett said the substantially higher prices included digital access, ignoring the obvious: until then, digital had always been free anyway.

'Free is better than not free'
The roll out revealed a sobering truth. The only way Gannett could really ramp up digital circulation revenue was to force it on three million legacy readers as an embedded cost in their print subscriptions. The vaunted paywalls boiled down to an old-fashioned price increase with a digital veneer. No surprise to Paton, the Digital First CEO, who wrote early this year: "Most paywalls in the U.S. are simply initiatives in subscription price hikes -- bundling digital with print with no clear path for sustainable growth."

Yesterday's Register, Newseum.
Whatever their future, Gannett's jacked-up subscriptions didn't sit well with readers at papers like The Des Moines Register.

In June 2012, they groused during an online chat when Publisher Laura Hollingsworth tried to justify them. "My team and I are prepared to stand by our value and ask our communities to invest in the best news and information and reporting that can be offered," she said.

One reader's quick comeback: "Actually, free is a better value than not free."

Then another: "While I support the paper's move to a paywall for digital content, I calculated my increase at over 40%. It seems that the paper is punishing its print subscribers. Will the Register offer a print-only subscription?"

Hollingsworth said no.

To be sure, paywalls created a second, especially attractive revenue stream: digital-only subscribers. They skewed younger, the very market advertisers covet because they spend lots on electronics, dining, entertainment and home furnishings. Plus, digital subscribers were nearly Gannett's only hope to replace those millions of aging print customers.

At first, Gannett relied almost entirely on word-of-mouth sales. Early results were promising. "The good news," said Bob Dickey, the newspaper division's president, "is our new digital subscribers index younger, male, married with children and more affluent than we first realized, filling an important audience gap for us."

Crawling out on a limb
At the start of this year, Gannett had sold 46,000 digital subscribers across 78 markets. Then in early February, Martore made a strategic mistake: She forecast 250,000 to 300,000 by the end of this year, once Gannett started spending a "not inconsequential" amount on promotion. To be sure, it was a modest goal, averaging fewer than 4,000 per market. Plus, the company already had that running start.

Martore said: "Our focus is to take on new digital-only subscribers, and that's where our focus is going to be in 2013."

The campaign has bombed. By the end of September, the company had netted only 80,000, after some upgraded to print -- leaving Gannett far short of the forecast. All but abandoning the year-end goal, Martore tried moving the goal posts to the number of print readers who had activated digital accounts included with their print subscriptions: 1.5 million, about half of all.

She has called them "paying digital subscribers," comparable to The New York Times' 730,000 digital-only subscriptions sold after erecting its paywall in 2011. Inexplicably, Martore calls that an "apples-to-apples" comparison. (The number of Times digital subscribers has yet to plateau, soaring 28% in this year's third quarter alone.)

Pivoting 180 degrees, Martore dismissed young digital subscribers as barely consequential to measuring paywall success. "Frankly," she told the stock analysts Oct. 21, "that's probably one of the least significant and important metrics that we have used."

But analyst Craig Huber of Huber Research Partners pressed her to confirm Gannett had sold so few. Martore's reply: "If you're just specifically looking at that one small metric, yes, that's exactly what I'm saying."

As these typically deferential meetings go, this was close to taking off the gloves. And it may not be the last time.

Pushing for Gannett's breakup
Wall Street has started nudging Martore to spin off the newspaper business from broadcasting post-Belo. This would create two publicly traded companies, freeing the more nimble TV business plus the CareerBuilder stake and other purely digital businesses from the sluggish publishing division. USA Today and the U.K. Newsquest division, with 17 dailies plus hundreds of weeklies, could be sold separately.

Current shareholders would get stock in the new standalone newspaper company, allowing them to better gauge the relative worth of one business over the other. (In the argot of Wall Street, it's called unlocking shareholder value.) In an alternate scenario, Gannett could sell the papers piecemeal, but that would be a more drawn-out process subject to the vagaries of regional and local markets. In any case, the newspapers, unmoored from the financial resources but also the bureaucracy of a larger enterprise, would need to provide for themselves.

This has been done before. Belo itself split newspapers and TV stations in 2008. News Corp. did the same last July with The Wall Street Journal and dozens of other papers. Tribune Co., also bulking up on TV, has similar plans for the Los Angeles Times and seven others.

Martore isn't sold on the idea. Gannett's U.S. dailies and TV stations occupy a combined 111 markets, offering economies of scale no one else can match, she says. Still, if newspapers become an even bigger drag on growth, analysts will surely push harder for a breakup. Their next scheduled meeting with Martore's team is Wednesday morning at the annual UBS media conference in New York.

Even as she demurs, Martore leaves herself wiggle room, as she always does when analysts ask about future strategy. She and her fellow board members will never say never, she said in October: "We're always looking at different alternatives. . . . What we're in this business to do is to create additional shareholder value. And that's what we're focused on doing."

This much is certain: Martore now has fewer than three years to see her strategy to fruition; she faces mandatory retirement age when she turns 65 in September 2016. The president of the broadcasting division, Dave Lougee, is a logical successor. He's 54 and came to Gannett six years ago from Belo after a long TV career, a professional pedigree that doesn't show tremendous interest in newspapers.

Martore's October analyst teleconference ended, the meeting's mood far less ebullient than the one last March when Gannett mounted its spirited push to sell Madison Avenue on the "New Gannett."

Marketing chief Banikarim, right, with Kennedy at the "upfront."
The public relations campaign unfolded in midtown Manhattan with an elaborately orchestrated presentation to ad agencies and marketers during Gannett's first-ever upfront sales meeting. The venue was an auditorium at the AXA Equitable Center where Gannett staged a mock TV talk show it videotaped before an audience of 400.

The company's chief marketing officer, Maryam Banikarim, kicked off the meeting, where Gannett introduced itself as a company not just about newspaper brands, but also social media, video and leading-edge "rich media" ad services. At 44 years old, Banikarim is the more youthful face of the refashioned company, a job she got in 2011 as the first-ever marketing chief. (Martore, scheduled to be there, was home with the flu.)

On stage, the host-for-hire, comedian Andrew Kennedy, threw one of many scripted softball questions: "I thought Gannett was a newspaper company?"

Banikarim feigned a gasp. "Well," she said, "a lot of people think that. There's lots of interesting things about Gannett people don't know."

The Oracle of Omaha
Soon, she told the audience about Warren Buffett's just-published annual letter to Berkshire Hathaway shareholders, where the Nebraska industrialist talked up newspapers in the digital age.

There are good reasons to quote him. As one of the world's top investors, the "Oracle of Omaha" has snapped up more than 65 dailies and weeklies. In his letter, Buffett painted a rosy portrait of the industry's future. (This was before Berkshire dumped all its Gannett stock five months later.)

"My favorite line," Banikarim told the audience, "is where he says, 'wherever there's a pervasive sense of community, a paper with a viable Internet strategy . . . serves the special informational interests of that community and will be indispensable."

She added: "It's like I wrote it myself."

Buffett
Not quite. Here's a key passage Banikarim left aside:

"We do not believe," Buffett wrote, "that success will come from cutting either the news content or frequency of publication. Indeed, skimpy news coverage will almost certainly lead to skimpy readership. And the less-than-daily publication that is now being tried in some large towns or cities -- while it may improve profits in the short term -- seems certain to diminish the papers’ relevance over time."

And: "Our goal is to keep our papers loaded with content of interest to our readers and to be paid appropriately by those who find us useful, whether the product they view is in their hands or on the Internet."

*  *  *

A postscript
Two months ago, Gannett tore a page from Buffett's playbook, starting a closely watched pilot test of the Butterfly Project. It has restored hundreds of pages of weekly news drained in recent years from four newspapers in New York, Florida, Indiana and Wisconsin. The test includes a new daily local edition of USA Today.

Gannett hopes it will shore up advertising and print circulation when digital subscriptions have failed to gain traction. In the months ahead, it appears likely the initiative will extend to about three dozen of the company's biggest U.S. newspapers. Their combined circulation exceeds 2.3 million weekdays and 3.5 million Sundays.

USA Today, still recovering from a steep dive in ads and circulation, could claim an enormous increase in circulation as well.

It is a huge, surprising bet on print, a sharp turn even as Gannett continues its journey to a digital future that's anything but assured.

Wednesday, October 16, 2013

USAT | As eBay's founder joins digital news scrum, competition grows for Gannett's national franchise

Three techies: Omidyar, Bezos and Kramer

Pierre Omidyar has suddenly emerged as the latest technology titan bankrolling 21st century journalism, a move that could add to the challenges struggling USA Today already faces in its ongoing turnaround.

The eBay founder has agreed to pour perhaps $250 million into launching a digital-only mass-market news provider whose first star hire is Glenn Greenwald, the American journalist famous for reporting on U.S. electronic surveillance programs for Britian's Guardian newspaper.

An investment that size would be one of the largest for a digital news start-up. The closest parallel I can think of is Rupert Murdoch's The Daily, an iPad-only national publication that lost a reported $30 million annually during the two years it published before Murdoch shut it down last December.

Omidyar, 46, and retired from eBay, was offered a chance to buy The Washington Posta deal that ultimately went to another techie in August: Amazon founder Jeff Bezos. That experience, plus his longstanding focus on social entrepreneurship, led Omidyar to Greenwald, who was already planning to set up an independent media outlet.

Omidyar's principal journalism interest is the kind of investigative watchdog journalism Greenwald does. He was among the first to report information provided by one-time U.S. National Security Agency contractor Edward Snowden.

But, blogger Jay Rosen writes this morning, "Omidyar believes that if independent, ferocious, investigative journalism isn’t brought to the attention of general audiences, it can never have the effect that actually creates a check on power."

A mass-media site
So, Rosen says, Omidyar's new venture "will have to serve the interest of all kinds of news consumers. It cannot be a niche product. It will have to cover sports, business, entertainment, technology: everything that users demand."

For his part, Omidyar wrote today that it will be "a new mass media organization. I don’t yet know how or when it will be rolled out, or what it will look like. What I can tell you is that the endeavor will be independent of my other organizations, and that it will cover general interest news, with a core mission around supporting and empowering independent journalists across many sectors and beats."

Greenwald says the venture will have branch offices in New York, Washington and San Francisco. Its name has been chosen, but not yet made public, according to Rosen.

Forbes says Omidyar is worth $8.5 billion, ranking him No. 47 on the magazine's list of wealthiest Americans. Bezos, 49, is No. 12, with $27.2 billion.

Omidyar and Bezos are entering the business as USAT attempts a turnaround under another technology entrepreneur: Publisher Larry Kramer. Before coming to the daily in May 2012, Kramer had founded the financial news site MarketWatch.

News Corp. chairman Murdoch isn't the only Old Economy billionaire investing in journalism. Consider another Forbes 400 member: No. 2 Warren Buffett of Berkshire Hathaway. Worth $58.5 billion, Buffett snapped up dozens of print newspapers in recent years, even as he dumped all his Gannett stock.

Related: I interviewed Omidyar for a USAT story in 2005.

Thursday, October 10, 2013

Sinclair reportedly tried to grab Belo from Gannett

Sinclair Broadcast twice tried to top Gannett’s $1.5 billion cash offer for Belo in the days before the TV company's shareholder vote, but ultimately failed, according to a Bloomberg News report today.

Sinclair first sought to assemble a deal with various Belo shareholders, and then attempted to put together an offer with private-equity firm CVC Capital Partners, according to Bloomberg, which cited people familiar with the matter, who asked not to be named because the process was private.

Neither effort led to a bid, these people said, and Belo shareholders approved Gannett’s offer on Sept. 25. The deal also includes assumption of $715 million billion in debt.

The two companies hope to close the deal by the end of the year, although regulator approval is hung up during the partial federal government shutdown.

Thursday, September 26, 2013

Report: Gannett is selling Captivate Network

[Updated at 8:25 p.m. ET with Corporate's confirmation.] Gannett is spinning off Captivate, the broadcaster of news and advertising in office building elevators, in a deal with financing from private equity shop Generation Partners. Gannett will keep an ownership stake, but the size isn't spelled out.

My original post: That's the Broadcasting division's service providing news and advertising in nearly 10,000 elevators in office buildings and hotels across 25 cities in North America.

The report by the Daily DOOH is just two paragraphs:

"Gannett acquired the assets of Captivate Network back in 2004 but (as always) you heard it hear first, that sometime in the next 24 hours, it will be announced that the network has been sold to a private equity firm.

"Expect a flurry of CVs to hit the streets (oh wait, they already have) and an official announcement probably later today but definitely no later than 24 hours."

I've never heard of the Daily DOOH. So the usual caveats apply, given the fact the site doesn't attribute today's report to even an unidentified source.

Gannett did not reveal a purchase price or other terms when it bought Captivate more than nine years ago. It's become a substantially bigger business since then. At the time, Corporate said Captivate had about 1.4 million viewers of screens in 400 buildings, with more than 1,000 buildings in 35 markets under contract in 35 markets.

Why sell now?
It would seem like an odd time to sell, given Gannett's bulking up of the Broadcasting division with the $1.5 billion purchase of Belo, approved by that TV company's shareholders only yesterday.

Broadcasting had a stellar year in 2012 because of a surge of advertising for the national election and the London Olympics. It looks like Corporate doesn't break out Captivate's financial results in quarterly or annual regulatory filings, however.

Captivate is based in the Boston area's Chelmsford, Mass.

Wednesday, September 25, 2013

Stock | GCI's shares hit two 52-week highs today

Gannett's stock pierced a 52-week intraday high this afternoon: $26.90 a share, after stockholders at Dallas-based Belo gave a final OK to Gannett's $1.5 billion takeover of their TV company.

By the end of the day, GCI closed a bit lower: $26.67, up 92 cents, or 3.6%. But that close, too, was a 52-week high.

Shares are now at their highest since the end of the Great Recession of 2009, when GCI fell below $2 a share and the board of directors slashed the quarterly dividend 90%, to 4 cents from 40 cents.

Since then, the board has raised the dividend twice. It's now 20 cents a quarter, for a yield of 3% based on today's closing price.

Gannett's stock has climbed 42% from a year ago vs. a much smaller 16% gain in the S&P 500, a widely watched index of overall market activity.

Happy days, here again
Some of the biggest individual beneficiaries of the stock run-up are senior executives whose stock options are no longer worthless.

For example, CEO Gracia Martore holds options on 363,000 shares with exercise prices of between $3.75 and $16.23 a share, according to the spring proxy report to shareholders. That means she can buy those shares for those prices, no matter how high GCI trades in the open market.

So, today's 92-cent bump increased the value of those options by about $334,000.

Now, Martore holds options on another 271,000 shares, too, but at exercise prices of $31.75 to $87.33 a share, the proxy report says.

GCI may well hit $31.75 again. But pigs will fly and then ice skate in hell before we ever see $87.33.

Unless, of course, the newspaper division gets spun off.

Belo shareholders OK $1.5 billion Gannett takeover

The Dallas TV company just announced what had been expected: At a special meeting today, shareholders gave management the green light to proceed with a deal announced in June where Gannett will pay $1.5 billion in cash plus assume $715 million in debt to buy Belo's 20 stations.

The deal will make Gannett one of the nation's biggest TV station owners, adding to its status as the country's top newspaper publisher by revenue.

Under the deal, Gannett will take ownership of only 15 of the stations. The remaining five will be spun off to two newly created companies led by former TV executives. GCI will help with financing, and will provide some back office services for those two companies. new, third company led by former Belo executive Jack Sander. GCI has said it will provide some back office services for the Sander stations. And GCI will help the company, Sander Holdings Co., with financing needed to buy them. That's all to comply with federal regulations limiting how many TV and radio stations one company can own in any single market.

The boards of Belo and Gannett have already approved the deal. Today's vote was one of the last big hurdles for the companies to clear for the deal to be completed by the end of the year.

With the deal, Gannett's Broadcasting division will nearly double in size to 43 stations.

[Updated at 7:12 p.m. ET: Gannett's stock traded at a 52-week high after the news: $26.90. It closed at $26.67, up 92 cents, or 3.6%.]

Tuesday, September 24, 2013

Belo said to have 70% shareholder support for deal

Belo stockholders vote tomorrow on whether to accept Gannett's $1.5 billion takeover deal, and Bloomberg News says the TV company now has 70% support -- enough to ensure it will pass. Bloomberg cites a person with knowledge of the matter it didn't identify.

Belo hasn’t received any superior offers and can’t accept a new bid once the Gannett deal is approved, Bloomberg's source said. the person, who asked not to be named because the process is private. The deal requires approval from at least two-thirds of shareholders.

Gannett and Belo announced the surprise deal June 13. They expect it will be completed by the end of the year.

Friday, September 13, 2013

Investor opposition to $1.5B Belo deal said growing

Pine River Capital Management, which said yesterday it plans to vote against the acquisition, is one of a number of hedge funds that bought up Belo's stock largely after Gannett and the TV company announced the $1.5 billion deal June 13.

These funds plan to vote against the transaction or have significant concerns about its terms, according to The Wall Street Journal, which quoted people familiar with the matter it didn't identify.

The amount of opposition isn't clear, the WSJ says. To be sure, odds the deal will be approved remain in Gannett's favor. Belo shareholders representing 42.5% of the company's voting power have committed support. Two-thirds of all shares outstanding have to vote in favor; votes not cast count against, according to Belo's regulatory filings.

Minnesota-based Pine River disclosed a 6.6% stake in Belo earlier this week.

Some of the opposition stems from what happened to Gannett and Belo stock prices after the deal was announced. GCI agreed to pay $13.75 a share, a 28% premium over Belo's closing price the day before.

But Belo stock has traded as high as $14.51, 5.5% above the sale price since the deal was announced, according to Google Finance. That indicates the market is expecting either another buyer to come in or for Gannett to sweeten its bid.

Disgruntled shareholders also complain Gannett's stock shot up more than 30% after the announcement,  indicating, they say, that Gannett got the better end of the deal, the WSJ says.

Belo closed yesterday at $14.30. GCI closed at $25.23.

If it walked away, Belo would be required to pay GCI a $51.5 million termination fee.

CEO Gracia Martore and Broadcasting President Dave Lougee must marshal the deal through, or risk seeing GCI's stock price tank. GCI closed at $19.85 a share the day before it disclosed its Belo bid. A successful merger also would improve Lougee's chances of succeeding Martore as CEO. She is 61 and he is 54.

Last month in a regulatory filing, Gannett disclosed names of shareholders who have brought lawsuits against the deal.

The deal is worth a total $2.2 billion, including assumption of $715 million in debt.