USA Today Co., Inc.: Q3 FY2026 earnings call

What management said about Q3 FY2026, from the documents filed with the SEC on 5 November 2026: press release. Guidance figures: 2 new. The quarter’s numbers.

Key takeaways

Full-year guidance lowered for EBITDA and cash: Total Adjusted EBITDA, operating cash flow and free cash flow are now expected to decline versus the prior year. Same store revenues are now expected to fall in the mid-single digits. Source
Revenue down 7.4%, same store down 5.8%: Total revenues were $519.2 million, down 7.4% from $560.8 million a year earlier. Same store revenues fell 5.8%, a 30 basis point sequential improvement over the second quarter. Source
Adjusted EBITDA margin at 7.0%: Total Adjusted EBITDA was $36.6 million, a 7.0% margin, against $57.2 million and a 10.2% margin a year earlier. Adjusted net income attributable to USA TODAY Co. was $1.4 million. Source
Visitors up to 161 million: Average monthly unique visitors reached 161 million, up from 158 million in the second quarter. About 108 million came from the U.S. media network and 53 million from U.K. properties. Source
$100 million annualized cost program: The company said it implemented a new $100 million annualized cost reduction program at quarter end and will continue to pursue additional opportunities to lower its cost structure. Source
Consumer search shift and inflation: Management cited changes in consumer search and some inflationary pressures as impacts felt in the third quarter. Source
Free cash flow of $4.3 million: Cash from operations was $16.7 million and capital expenditures were $12.6 million, giving free cash flow of $4.3 million, against $4.9 million a year earlier. Source
Google motion denied, trial set: The court denied Google's motion for summary judgment and set trial for April 5, 2027. The ruling made public a $901 million damages figure through 2024. Source

“In the third quarter, we felt the impacts of the changes in consumer search along with some inflationary pressures.”
Michael Reed, Chairman and Chief Executive Officer

Guidance

Area	Period	Figure	Against last quarter
Total digital revenues share of total revenues Source	2027	50%+ of total revenues
Share repurchases Source	Fourth quarter 2026	$96.9 million available under authorized program
Incremental term loan debt for share repurchases Source	On or before December 31, 2026	not to exceed $50.0 million	New
Annualized operating cost reduction Source	Run rate from fourth quarter 2026	$100 million annualized	New
Ad Tech damages calculation Source	Ahead of trial set for April 5, 2027	$901 million through 2024, to be updated

What changed from last quarter

Guidance lowered: Full-year 2026 same store total revenue guidance moved from flat to down low single digits to down mid-single digits. Source
Guidance lowered: Full-year 2026 Total Adjusted EBITDA, operating cash flow and free cash flow moved from growth to decline versus the prior year. Source
New guidance: Sequential improvement in the fourth quarter of 2026 is now stated for net income, Total Adjusted EBITDA, operating cash flow and free cash flow. Source
New: A new $100 million annualized cost reduction program was implemented at the end of the third quarter. Source
New: The company entered agreements with Lee Enterprises to acquire the remaining 50% of TNI Partners and full ownership of the Arizona Daily Star, and transferred its Montana and South Dakota publications to Lee. Source
New: A November amendment to the 2029 term loan permits up to $50.0 million of incremental debt for share repurchases. Source
New: The company plans to be opportunistic with share repurchases in the fourth quarter, with $96.9 million available under its program. Source

Results and revenue trends

Full-year guidance lowered for EBITDA and cash: Total Adjusted EBITDA, operating cash flow and free cash flow are now expected to decline versus the prior year. Same store revenues are now expected to fall in the mid-single digits. Source
Revenue down 7.4%, same store down 5.8%: Total revenues were $519.2 million, down 7.4% from $560.8 million a year earlier. Same store revenues fell 5.8%, a 30 basis point sequential improvement over the second quarter. Source
Net loss after second-quarter profit: The company reported a net loss attributable to USA TODAY Co. of $4.6 million, compared with net income of $9.1 million in the second quarter and a $39.2 million loss a year earlier. Source
Other income line was a $20.2 million benefit: Other income was $20.2 million, mainly a gain on remeasurement of a previously held equity interest, with pension components and Google litigation costs also in the line. Source
Adjusted EBITDA margin at 7.0%: Total Adjusted EBITDA was $36.6 million, a 7.0% margin, against $57.2 million and a 10.2% margin a year earlier. Adjusted net income attributable to USA TODAY Co. was $1.4 million. Source

Segments and regions

USA TODAY Media margin fell to 6.3%: USA TODAY Media segment revenues were $380.6 million, with Segment Adjusted EBITDA of $23.8 million and a 6.3% margin, against 8.5% a year earlier. Source
Newsquest margin at 23.3%: Newsquest segment revenues were $59.5 million, with Segment Adjusted EBITDA of $13.8 million and a 23.3% margin, against 23.9% in the year-earlier quarter. Source
LocaliQ core platform revenue down 8%: LocaliQ core platform revenues were $105.4 million, down 8%, and LocaliQ Segment Adjusted EBITDA was $7.3 million at a 6.9% margin. Source
Core customers fell, ARPU rose: Core platform average customer count was 11.7, down 13% from 13.4, while core platform ARPU rose 6% to a record high of $2,996. Source

“we expect these improvements to drive significant sequential growth in Adjusted EBITDA and free cash flow, as well as substantial margin expansion in the fourth quarter.”
Michael Reed, Chairman and Chief Executive Officer

Digital revenue and audience

Digital share rose to 48.0%: Digital revenues were $249.3 million, or 48.0% of total revenues, down 5.1% from a year earlier; same store digital revenues fell 4.2%. The second-quarter share was 47.4%. Source
Visitors up to 161 million: Average monthly unique visitors reached 161 million, up from 158 million in the second quarter. About 108 million came from the U.S. media network and 53 million from U.K. properties. Source
Digital-only subscription growth continues: Digital-only subscription revenues were $46.0 million, the third straight quarter of year-over-year growth, and digital-only ARPU rose 23% to a record $10.82. Source
Paid subscriptions down 12%: Digital-only paid subscriptions totaled 1,396 thousand, down 12% from 1,591 thousand a year earlier. USA TODAY Media fell 15% and Newsquest rose 15%. Source

Costs, margins and restructuring

Operating costs and SG&A lower: Operating costs were $337.2 million and SG&A $148.6 million, against $352.3 million and $153.7 million a year earlier. Depreciation and amortization fell to $31.5 million from $43.2 million. Source
Integration costs rose to $18.0 million: Integration and reorganization costs were $18.0 million, against $2.3 million in the second quarter, mainly for severance and reorganization costs. Source
$100 million annualized cost program: The company said it implemented a new $100 million annualized cost reduction program at quarter end and will continue to pursue additional opportunities to lower its cost structure. Source

“We believe our current market valuation does not fully reflect the underlying value of our business or its long-term potential.”
Michael Reed, Chairman and Chief Executive Officer

Demand and consumer search

Consumer search shift and inflation: Management cited changes in consumer search and some inflationary pressures as impacts felt in the third quarter. Source
Audience stabilizing, engagement up: Management said audience trends showed signs of stabilization and engagement strengthened across the company's platforms. Source
Digital categories grown: Management said it continued to grow direct-sold digital advertising, digital-only subscriptions and digital other, which it called central to its strategy. Source

Capital structure and debt

Debt and first lien leverage: Total debt principal was $952.9 million, including $705.1 million of first lien debt, with cash of $68.2 million. First lien net leverage was 2.5x, a decrease of 8.2% year-over-year. Source
Lender waiver for Lee transactions: Certain lenders and convertible noteholders granted a waiver to permit the Lee transactions, which the company said added no indebtedness. Source
Up to $50 million incremental debt: A November amendment allows incremental term loan debt of up to $50.0 million from funds managed by Apollo Global Management affiliates, usable for share repurchases through December 31, 2026. Source

Cash flow and shareholder returns

Free cash flow of $4.3 million: Cash from operations was $16.7 million and capital expenditures were $12.6 million, giving free cash flow of $4.3 million, against $4.9 million a year earlier. Source
Interest and integration costs weighed on cash: Free cash flow was reduced by $15.2 million of interest paid and $4.2 million of integration costs, while other costs added $6.1 million. Source
Nine-month operating cash flow of $71.3 million: Over nine months, cash provided by operating activities was $71.3 million, compared with $71.0 million a year earlier, and capital expenditures were $41.3 million. Source
$96.9 million left for buybacks: The company has $96.9 million available under its authorized repurchase program and plans to be opportunistic in the fourth quarter. Source

Litigation and strategic transactions

Google motion denied, trial set: The court denied Google's motion for summary judgment and set trial for April 5, 2027. The ruling made public a $901 million damages figure through 2024. Source
Damages exclude treble damages: The $901 million figure, which the company plans to update before trial, does not include the potential for treble damages. Source
Lee transactions for TNI and Arizona: The company agreed to acquire the remaining 50% of TNI Partners and full ownership of the Arizona Daily Star from Lee Enterprises, and transferred its Montana and South Dakota publications to Lee. Source

Coming up, as management said on 5 November 2026

Trial set for April 5, 2027: The Google trial is scheduled for April 5, 2027, and the damages calculation will be updated ahead of trial. Source
Damages update before trial: The company expects to update its $901 million damages calculation before trial to reflect damages incurred since 2024. Source

Figures management reported

Figure	Reported
Average monthly unique visitors Source	161 million (about 108 million U.S. media network; 53 million U.K.)
Digital-only paid subscriptions Source	1,396 thousand
Digital-only ARPU Source	$10.82
Core platform average customer count Source	11.7 (in thousands, per table heading)
Core platform ARPU Source	$2,996

Risks management discussed

External: Management pointed to changes in consumer search and some inflationary pressures as factors affecting the quarter. Source
Financial: The company needed a waiver from certain lenders under its first lien term loan to permit the Lee transactions. Source

Earlier plans management reported on

Not stated: The cost reduction program is described as already benefiting the fourth-quarter run rate. Source
Not stated: Full-year 2026 guidance was updated; the second-quarter document had reaffirmed it. Source

Other quarters

Summarised with AI from the documents the company filed with the SEC. Every point is checked against the filing before it is shown: management’s own words word for word, figures against the line or table row they come from. A point that fails the check is left out. Source opens the filing at that line.

As filed with the SEC

Open the filing on EDGAR

USA TODAY Co. Announces Third Quarter Results, $100 Million Cost Reduction Program

& Plans to Opportunistically Repurchase Shares

NEW YORK, NY - November 5, 2026 - USA TODAY Co., Inc. ("USA TODAY Co.", "we", "us", "our", or the "Company") (NYSE: TDAY) today reported its financial results for the third quarter ended September 30, 2026.

"In the third quarter, we felt the impacts of the changes in consumer search along with some inflationary pressures. At the same time, we saw encouraging underlying signals in the categories that we believe are most important to our future. Audience trends showed signs of stabilization, engagement strengthened across our platforms, and we continued to grow the digital revenue categories that are central to our strategy, including direct-sold digital advertising, digital-only subscriptions, and digital other," said Michael Reed, Chairman and Chief Executive Officer.

"At the end of the third quarter, we implemented our new $100 million annualized cost reduction program, establishing a lower cost structure that is already benefiting our fourth-quarter run rate. Together with the positive momentum across our digital portfolio, we expect these improvements to drive significant sequential growth in Adjusted EBITDA and free cash flow, as well as substantial margin expansion in the fourth quarter. Moving forward, we will continue to pursue additional opportunities to lower our cost structure."

"Our Ad Tech litigation continues to advance, and we had some nice developments in the third quarter. Google's motion for summary judgment was recently denied, and our trial date has been set for April 5, 2027. The court's ruling also made public our damages calculation, which totaled $901 million through 2024. We expect to update that calculation ahead of trial to reflect additional damages incurred since then. Importantly, the $901 million does not include the potential for treble damages. We look forward to April 5."

"We believe our current market valuation does not fully reflect the underlying value of our business or its long-term potential. We have $96.9 million available under our authorized Stock Repurchase Program and plan to be opportunistic with share repurchases in the fourth quarter."

Third Quarter 2026 Financial Highlights:

Total revenues of $519.2 million decreased 7.4% year-over-year
Same store revenuesdecreased 5.8% year-over-year, reflecting a sequential improvement of 30 basis points compared to the second quarter of 2026
Total digital revenues of $249.3 million, or 48.0% of total revenues
Net loss attributable to USA TODAY Co. of $4.6 million
Total Adjusted EBITDA of $36.6 million
Cash provided by operating activities of $16.7 million
Free cash flowof $4.3 million

Third Quarter 2026 Digital Highlights:

161 million average monthly unique visitors, which increased from 158 million average monthly unique visitors in the second quarter of 2026
Digital advertising revenues of $75.0 million

Total Adjusted EBITDA, Segment Adjusted EBITDA, Total Adjusted EBITDA margin, Adjusted net income (loss) attributable to USA TODAY Co., Free cash flow, and Same store revenues are non-GAAP measures. See "Use of Non-GAAP Information" below for information about these non-GAAP measures.

161 million average monthly unique visitors in the third quarter of 2026 with approximately 108 million average monthly unique visitors coming from our U.S. media network, which includes USA TODAY (as measured by © 2026 Comscore, Media Metrix (September 2026), Desktop + Mobile) and approximately 53 million average monthly unique visitors resulting from our U.K. digital properties (based on Adobe Analytics).

158 million average monthly unique visitors in the second quarter of 2026 with approximately 107 million average monthly unique visitors coming from our U.S. media network, which includes USA TODAY (as measured by © 2026 Comscore, Media Metrix (June 2026), Desktop + Mobile) and approximately 51 million average monthly unique visitors resulting from our U.K. digital properties (based on Adobe Analytics).

Digital-only subscription revenues of $46.0 million, representing the third consecutive quarter of year-over-year growth
Record high digital-only average revenue per user of $10.82, an increase of 23% year-over-year
LocaliQ segment core platform revenues of $105.4 million
Record high core platform average revenue per userof $2,996, an increase of 6% year-over-year

Third Quarter 2026 Capital Structure Highlights:

Cash and cash equivalents of $68.2 million as of September 30, 2026
Total debt principal outstanding at September 30, 2026 was $952.9 million, including $705.1 million in first lien debt
First lien net leverage was 2.5x, a decrease of 8.2% year-over-year
The Company received a waiver from certain lenders of its $900.0 million five-year first lien term loan facility (the "2029 Term Loan Facility") and certain holders of its 6.000% Senior Secured Convertible Notes due 2031 (the "2031 Notes") to permit the Company to enter into strategic agreements with Lee Enterprises, Incorporated ("Lee Enterprises") to acquire the remaining 50% interest in TNI Partners and assume full ownership and operations of the Arizona Daily Star (the "TNI acquisition"). The Company also transferred its Montana and South Dakota publications to Lee Enterprises (collectively with the TNI acquisition, the "Lee Transactions"). The Lee Transactions did not result in the incurrence or assumption of any additional indebtedness.
Subsequent to the third quarter of 2026, the Company's 2029 Term Loan Facility was amended (the "November 2029 Amendment") to permit the Company to incur, not later than 45 days after the date of the November 2029 Amendment, incremental debt financing under the 2029 Term Loan Facility in an aggregate principal amount not to exceed $50.0 million from funds managed by affiliates of Apollo Global Management Inc. The proceeds of such incremental debt financing may be used by the Company to repurchase shares of the Company's common stock on or prior to December 31, 2026. In connection with the November 2029 Amendment, the Company received consent from certain lenders under its 2029 Term Loan Facility and certain holders of its 2031 Notes to permit the Company to undertake the share repurchases described above.

Business Outlook:

The Company is updating its full year 2026 outlook.

Full Year 2026 Business Outlook
Total revenues are expected to be down in the mid-single digits on a same store basis
Total digital revenues are expected to make up 50%+ of total revenues during 2027
Net income attributable to USA TODAY Co. is expected to grow versus the prior year; expect sequential improvement in the fourth quarter of 2026
Total Adjusted EBITDA, cash provided by operating activities, and free cash flow are expected to decline versus the prior year; expect sequential improvement in the fourth quarter of 2026

See "Key Performance Indicators" below for additional information.

As of September 30, 2026, the First Lien Net Leverage ratio was calculated by subtracting cash on the balance sheet from the sum of our 2029 Term Loan Facility and dividing that by Q3 2026 LTM Total Adjusted EBITDA. The 6% Senior Secured Convertible Notes due 2027 and 2031 Notes are secured by liens junior to those securing our 2029 Term Loan Facility.

Projections are based on Company estimates as of November 5, 2026 and are provided solely for illustrative purposes. Actual results may vary. The Company undertakes no obligation to update this information. Additionally, the Company's estimates do not factor in the impact of any possible future acquisitions or dispositions. The Company's future financial results could differ materially from the Company's current estimates.

Financial Highlights:

In thousands	Third Quarter 2026
Total revenues	$519,243
Net loss attributable to USA TODAY Co.	(4,605)
Total Adjusted EBITDA	36,602
Adjusted net income attributable to USA TODAY Co.	1,366
Cash provided by operating activities	16,664
Free cash flow	4,340

Earnings Conference Call

Management will host a conference call on Thursday, November 5, 2026 at 8:30 A.M. Eastern Time to review the financial and operating results for the period. A copy of the earnings release will be posted to the Investor Relations section of USA TODAY Co.'s website, investors.usatodayco.com. The conference call may be accessed by dialing 1-888-506-0062 (from within the U.S.) or 1-973-528-0011 (from outside of the U.S.) ten minutes prior to the scheduled start of the call; please reference "USA TODAY Co. Third Quarter Earnings Call" or access code "961743". We use our website as a channel of distribution for important Company information and we use the investors.usatodayco.com website as a means of disclosing material non-public information and for complying with our disclosure obligations under Regulation FD. A simultaneous webcast of the conference call will be available to the public on a listen-only basis at investors.usatodayco.com. Please allow extra time prior to the call to visit the website and download any necessary software required to listen to the internet broadcast. A telephonic replay of the conference call will also be available approximately two hours following the call's completion through 11:59 P.M. Eastern Time on Thursday, November 19, 2026 by dialing 1-877-481-4010 (from within the U.S.) or 1-919-882-2331 (from outside of the U.S.); please reference access code "54451". A transcript of our earnings call held today also will be posted to the investors.usatodayco.com website.

About USA TODAY Co.

USA TODAY Co., Inc. (NYSE: TDAY) is a diversified media company with expansive reach at the national and local level dedicated to empowering and enriching communities. Our mission is to inspire, inform, and connect audiences. As a media and digital marketing solutions company we are focused on sustainable growth. Through our trusted brands, including the USA TODAY NETWORK, comprised of the national publication, USA TODAY, and our network of local properties, in the United States, and Newsquest, a wholly-owned subsidiary operating in the United Kingdom, we provide essential journalism, local content, and digital experiences to audiences and businesses. We deliver trusted unbiased journalism when and where consumers want it. LocaliQ, our digital marketing solutions brand, supports small and medium-sized businesses with innovative digital marketing products and solutions.

Cautionary Statement Regarding Forward-Looking Statements

Forward-looking statements notice

Certain items in this press release may constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including, but not limited to, our full year 2026 business outlook, statements regarding our business outlook, digital revenue and digital other revenues performance and growth, our digital advertising business, expectations regarding our cash from operating activities, free cash flows, margin expansion, revenues, net income (loss) attributable to USA TODAY Co., Total Adjusted EBITDA, same store revenues and cash flows, plans with respect to share repurchases, expectations regarding our long-term growth, sustainable growth, revenue inflection point, and audience stabilization and growth, our ability to create long-term stockholder value, our expectations, in terms of both amount and timing, with respect to debt repayment, our ability to protect our content, expand AI-related monetization opportunities and our pipeline of AI opportunities, growth of our AI content licensing, our expectations with respect to our lawsuit against Google, our expected capital expenditures, expectations regarding our assets, our strategy, our partnerships, our ability to achieve our operating priorities, our long-term opportunities, economic impacts, our ability to navigate volatility, achieve our financial goals, optimize our capital structure and achieve optimal financial performance, our cost structure, future revenue and expense trends, and our ability to influence trends. Words such as "expect", "believe", "will", "can", "position us", "plan", "initiative", "building", "opportunity", "outlook", "guidance", "optimistic", "estimate", "projection", "trend", "focus", and similar expressions are intended to identify such forward-looking statements. These statements are based on management's current expectations and beliefs and are subject to a number of risks and uncertainties. These and other risks and uncertainties could cause actual results to differ materially from those described in the forward-looking statements, many of which are beyond our

Refer to "Use of Non-GAAP Information" below for the Company's definition of Total Adjusted EBITDA, Adjusted net income (loss) attributable to USA TODAY Co., and Free cash flow, as well as the reconciliation of such measures to the most comparable GAAP measure.

Forward-looking statements notice

control. The Company can give no assurance its expectations will be attained. Accordingly, you should not place undue reliance on any forward-looking statements contained in this press release. For a discussion of some of the risks and important factors that could cause actual results to differ from such forward-looking statements, see the risks and other factors detailed from time to time in the Company's most recent Annual Report on Form 10-K, our quarterly reports on Form 10-Q, and our other filings with the Securities and Exchange Commission. Furthermore, new risks and uncertainties emerge from time to time, and it is not possible for the Company to predict or assess the impact of every factor that may cause its actual results to differ from those contained in any forward-looking statements. Such forward-looking statements speak only as of the date of this press release. Except to the extent required by law, the Company expressly disclaims any obligation to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in the Company's expectations with regard thereto or change in events, conditions or circumstances on which any statement is based.

CONDENSED CONSOLIDATED BALANCE SHEETS

Table No. 1
In thousands, except number of shares and par value	September 30, 2026	December 31, 2025
Assets	(Unaudited)
Current assets:
Cash and cash equivalents	$68,228	$90,213
Accounts receivable, net of allowance for credit losses of $12,294 and $13,600 as of September 30, 2026 and December 31, 2025, respectively	209,940	223,551
Inventory	14,825	12,888
Prepaid expenses	52,829	45,959
Other current assets	18,221	16,566
Total current assets	364,043	389,177
Property, plant and equipment, net of accumulated depreciation of $386,545 and $368,358 as of September 30, 2026 and December 31, 2025, respectively	160,189	178,461
Operating lease assets	105,211	122,513
Goodwill	531,945	518,762
Intangible assets, net	306,610	337,845
Deferred tax assets	75,111	77,858
Pension and other assets	216,522	212,542
Total assets	$1,759,631	$1,837,158
Liabilities and equity
Current liabilities:
Accounts payable and accrued liabilities	$288,964	$308,152
Deferred revenue	102,877	105,398
Current portion of long-term debt	70,741	69,315
Operating lease liabilities	29,814	33,435
Other current liabilities	4,329	1,483
Total current liabilities	496,725	517,783
Long-term debt	622,746	645,811
Convertible debt	240,524	239,112
Deferred tax liabilities	12,893	8,142
Pension and other postretirement benefit obligations	32,985	34,170
Long-term operating lease liabilities	125,526	146,421
Other long-term liabilities	81,802	91,107
Total noncurrent liabilities	1,116,476	1,164,763
Total liabilities	1,613,201	1,682,546
Commitments and contingent liabilities
Equity
Preferred stock, $0.01 par value per share, 300,000 shares authorized, none of which were issued and outstanding at September 30, 2026 and December 31, 2025	-	-
Common stock, $0.01 par value per share, 2,000,000,000 shares authorized; 160,032,237 shares issued and 147,837,915 shares outstanding at September 30, 2026; 159,912,152 shares issued and 147,124,756 shares outstanding at December 31, 2025	1,600	1,599
Treasury stock, at cost, 12,194,322 shares and 12,787,396 shares at September 30, 2026 and December 31, 2025, respectively	(24,317)	(23,607)
Additional paid-in capital	1,259,961	1,287,821
Accumulated deficit	(1,027,386)	(1,051,797)
Accumulated other comprehensive loss	(62,937)	(58,905)
Total USA TODAY Co. stockholders' equity	146,921	155,111
Noncontrolling interests	(491)	(499)
Total equity	146,430	154,612
Total liabilities and equity	$1,759,631	$1,837,158

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

Table No. 2	Three months ended September 30,
In thousands, except per share amounts		2026		2025
Digital	$249,327		$262,744
Print and commercial	269,916		298,052
Total revenues	519,243		560,796
Operating costs	337,220		352,306
Selling, general and administrative expenses	148,584		153,743
Depreciation and amortization	31,487		43,211
Integration and reorganization costs	18,042		15,708
Gain on sale or disposal of assets, net	(10,341)		(62)
Interest expense	20,799		23,835
Loss on early extinguishment of debt	-		24
Equity income in unconsolidated investees, net	(533)		(549)
Other (income) expense, net	(20,225)		(5,806)
Loss before income taxes	(5,790)		(21,614)
(Benefit) provision for income taxes	(1,177)		17,635
Net loss	(4,613)		(39,249)
Net loss attributable to noncontrolling interests	(8)		-
Net loss attributable to USA TODAY Co.	$(4,605)		$(39,249)
Loss per share attributable to USA TODAY Co. - basic	$(0.03)		$(0.27)
Loss per share attributable to USA TODAY Co. - diluted	$(0.03)		$(0.27)

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

Table No. 3	Nine months ended September 30,
In thousands		2026		2025
Operating activities
Net income	$24,419		$31,816
Adjustments to reconcile net income to operating cash flows:
Depreciation and amortization	93,896		128,489
Share-based compensation expense	7,202		6,838
Non-cash interest expense	4,441		4,567
Gain on sale or disposal of assets, net	(17,891)		(22,326)
Loss on early extinguishment of debt	75		1,481
Asset impairments	-		2,075
Pension and other postretirement benefit obligations	(10,023)		(9,675)
Equity income in unconsolidated investees, net	(1,740)		(1,583)
Gain on remeasurement of previously held equity interest	(16,813)		-
Change in other assets and liabilities, net	(12,268)		(70,656)
Cash provided by operating activities	71,298		71,026
Investing activities
Purchase of property, plant and equipment	(41,250)		(38,901)
Proceeds from sale of real estate and other assets	9,476		51,359
Proceeds from the sale of investments	-		6,161
Change in other investing activities	-		(1,000)
Cash (used for) provided by investing activities	(31,774)		17,619
Financing activities
Payments of deferred financing costs	-		(992)
Borrowings of long-term debt	14,652		15,000
Repayments of long-term debt	(39,396)		(116,393)
Repurchase of convertible debt	-		(14,647)
Payment to former partner	(28,475)		-
Payments of taxes withheld on share-based awards	(7,291)		(3,064)
Changes in other financing activities	(26)		(610)
Cash used for financing activities	(60,536)		(120,706)
Effect of currency exchange rate change on cash	(822)		(1,302)
Decrease in cash, cash equivalents and restricted cash	(21,834)		(33,363)
Cash, cash equivalents and restricted cash at beginning of period	97,812		116,181
Cash, cash equivalents and restricted cash at end of period	$75,978		$82,818

USE OF NON-GAAP INFORMATION

The Company uses non-GAAP financial performance and liquidity measures to supplement the financial information presented on a U.S. generally accepted accounting principles ("U.S. GAAP") basis. We define our non-GAAP financial performance and liquidity measures as follows:

Total Adjusted EBITDA, Segment Adjusted EBITDA and Segment Adjusted EBITDA margin are non-GAAP financial performance measures we believe offer a useful view of the overall operation of our business, and may be different than similarly-titled measures used by other companies. We define Total Adjusted EBITDA as Segment Adjusted EBITDA plus Corporate. Segment Adjusted EBITDA, as presented in the notes to our Condensed consolidated financial statements included in our Quarterly Report on Form 10-Q for the nine months ended September 30, 2026, is defined as revenues less (1) operating costs and (2) selling, general and administrative expenses, plus (3) equity (income) loss in unconsolidated investees, net. Segment Adjusted EBITDA also does not include: (1) Income tax expense (benefit), (2) Noncontrolling interest, (3) Interest expense, (4) Gains or losses on the early extinguishment of debt, (5) Loss on convertible notes derivative, (6) Depreciation and amortization, (7) Integration and reorganization costs, (8) Asset impairments, (9) Goodwill and intangible impairments, (10) Gains or losses on the sale or disposal of assets, (11) Share-based compensation expense, and (12) Other (income) expense, net. Segment Adjusted EBITDA margin is defined as Segment Adjusted EBITDA divided by Segment revenues.
Total Adjusted EBITDA margin is a non-GAAP financial performance measure we believe offers a useful view of the overall and segment operations of our business. We define Total Adjusted EBITDA margin as Total Adjusted EBITDA divided by total Revenues.
Adjusted net income (loss) attributable to USA TODAY Co. is a non-GAAP financial performance measure we believe offers a useful view of the overall operations of our business and is useful to analysts and investors in evaluating the results of operations and operational trends. We define Adjusted net income (loss) attributable to USA TODAY Co. as Net income (loss) attributable to USA TODAY Co. before (1) Gains or losses on the early extinguishment of debt, (2) Loss on convertible notes derivative, (3) Integration and reorganization costs, (4) Third-party debt expenses and acquisition costs, (5) Asset impairments, (6) Goodwill and intangibles impairments, (7) Gains or losses on the sale or disposal of assets, (8) Other items, including (Gain) loss on sale of investments, and (9) the tax impact of the above items.
Free cash flow is a non-GAAP liquidity measure that adjusts our reported U.S. GAAP results for items we believe are critical to the ongoing success of our business. We define Free cash flow as Cash provided by (used for) operating activities as reported on the Condensed consolidated statements of cash flows including the impact of (i) capital expenditures and excluding the impact of (ii) third-party debt expenses associated with the refinancing of debt. The result is a figure representing Free cash flow available for use in operations, additional investments, ongoing debt obligations, and returns to stockholders. The most directly comparable U.S. GAAP financial liquidity measure is Cash provided by (used for) operating activities.
Same store revenues is a non-GAAP financial performance measure based on our U.S. GAAP revenues for the current period, excluding (1) acquired revenues, (2) currency impact, and (3) exited operations.

Management’s Use of Non-GAAP Measures

Total Adjusted EBITDA, Total Adjusted EBITDA margin, Segment Adjusted EBITDA, Segment Adjusted EBITDA margin, Adjusted net income (loss) attributable to USA TODAY Co., Free cash flow and Same store revenues are not measurements of financial performance or liquidity under U.S. GAAP and should not be considered in isolation or as an alternative to net income (loss), margin, income (loss) from operations, cash flow provided by (used for) operating activities, revenues, or any other measure of performance or liquidity derived in accordance with U.S. GAAP. We believe these non-GAAP financial performance and liquidity measures, as we have defined them, are helpful in identifying trends in our day-to-day performance because the items excluded have little or no significance on our day-to-day operations. These measures provide an assessment of core expenses and afford management the ability to make decisions which are expected to facilitate meeting current financial goals as well as achieve optimal financial performance.

We use Total Adjusted EBITDA, Total Adjusted EBITDA margin, Segment Adjusted EBITDA, Segment Adjusted EBITDA margin, Adjusted net income (loss) attributable to USA TODAY Co., Free cash flow and Same store revenues as measures of our day-to-day operating performance, which is evidenced by the publishing and delivery of news and other media and excludes certain expenses that may not be indicative of our day-to-day business operating results.

Limitations of Non-GAAP Measures

Each of our non-GAAP measures have limitations as analytical tools. They should not be viewed in isolation or as a substitute for U.S. GAAP measures of earnings or cash flows. Material limitations in making the adjustments to our earnings to calculate Total Adjusted EBITDA, Segment Adjusted EBITDA and Adjusted net income (loss) attributable to USA TODAY Co. using these non-GAAP financial measures as compared to U.S. GAAP net income (loss) include: the exclusion of the cash portion of interest / financing expense, income tax (benefit) provision, and charges related to asset impairments, which are items that may significantly affect our financial results.

Management believes these items are important in evaluating our performance, results of operations, and financial position. We use non-GAAP financial performance and liquidity measures to supplement our U.S. GAAP results in order to provide a more complete understanding of the factors and trends affecting our business.

Total Adjusted EBITDA, Total Adjusted EBITDA margin, Segment Adjusted EBITDA, Segment Adjusted EBITDA margin, Adjusted net income (loss) attributable to USA TODAY Co., Free cash flow and Same store revenues are not alternatives to net income (loss), margin, income (loss) from operations, cash flow provided by (used for) operating activities, revenues, segment revenues, segment margin, or any other measure of performance or liquidity derived in accordance with U.S. GAAP. As such, they should not be considered or relied upon as substitutes or alternatives for any such U.S. GAAP financial measures. We strongly urge you to review the reconciliations of Net income (loss) attributable to USA TODAY Co. to Total Adjusted EBITDA, Net income (loss) attributable to USA TODAY Co. margin to Total Adjusted EBITDA margin, Segment revenues to Segment Adjusted EBITDA and Segment Adjusted EBITDA margin, Net income (loss) attributable to USA TODAY Co. to Adjusted net income (loss) attributable to USA TODAY Co., Cash provided by (used for) operations to Free cash flow and Revenues to Same Store revenues along with our Condensed consolidated financial statements included elsewhere in this report. We also strongly urge you not to rely on any single financial performance or liquidity measure to evaluate our business. In addition, because Total Adjusted EBITDA, Total Adjusted EBITDA margin, Segment Adjusted EBITDA, Segment Adjusted EBITDA margin, Adjusted net income (loss) attributable to USA TODAY Co., Free cash flow and Same store revenues are not measures of financial performance under U.S. GAAP and are susceptible to varying calculations, the Total Adjusted EBITDA, Total Adjusted EBITDA margin, Segment Adjusted EBITDA, Segment Adjusted EBITDA margin, Adjusted net income (loss) attributable to USA TODAY Co., Free cash flow and Same store revenues measures as presented in this release may differ from and may not be comparable to similarly titled measures used by other companies.

Non-GAAP Outlook

Our full year 2026 business outlook included in this release includes certain non-GAAP financial performance and liquidity measures, including Same store revenues, Total Adjusted EBITDA, and Free cash flow. The outlook for each of these non-GAAP items does not factor in the impact of any future acquisitions or dispositions. We have provided these non-GAAP measures for future guidance for the same reasons that were outlined above for historical non-GAAP measures. We have not reconciled non-GAAP forward-looking Same store revenues, Total Adjusted EBITDA, and Free cash flow to their most directly comparable U.S. GAAP measure, as permitted by Item 10(e)(1)(i)(B) of Regulation S-K. Such reconciliations would require unreasonable efforts to estimate and quantify various necessary U.S. GAAP components largely because forecasting or predicting our future operating results is subject to many factors or future events that are out of our control, and because forecasts or predictions of such U.S. GAAP components are unavailable or not readily predictable, and could significantly impact, either individually or in the aggregate, our comparable U.S. GAAP measures. Accordingly, we are unable to provide a full reconciliation of the non-GAAP measures used in our outlook without unreasonable efforts.