USA TODAY: The Newspaper That Sued the Toll Collector

The business in one image

Picture a toll road that used to be fed by one giant highway. The highway was Google. For two decades it dumped anonymous strangers onto USA Today's (NYSE:TDAY) pages, and the company monetized them with cheap, automated ads.

Now Google has rerouted the highway. The toll booth is still standing. The traffic is not.

Meanwhile, the same company is suing Google for allegedly rigging the market in which those ads were sold. It is a fascinating position. USA Today is the plaintiff, the dependent, and the casualty, all at once.

What happened this quarter

Revenue was $519.2 million, down 7.4% (5.8% on a same-store basis). "Same-store" means excluding acquisitions, sales, and currency swings. It is the honest yardstick. Adjusted EBITDA (Earnings Before Interest, Taxes, Depreciation, and Amortization, a rough proxy for operating cash generation before accountants get involved) fell 36% to $36.6 million.

Management's story is tidy. A small, low-quality slice of the business got hit, and everything important is growing. They announced $100 million of annualized cost cuts and a buyback.

Some of that is true. Some of it is a magic trick. I'd like to show you how the trick works.

The "less than 5%" sleight of hand

Management stresses that the damaged category, indirect advertising (ads sold through automated auctions and third-party networks), is under 5% of revenue. That is true. It is also the wrong denominator.

Indirect ads have no sales force. They are nearly pure margin. The category is now about $100 million a year after a 32% fall, which implies it lost roughly $12 million a quarter. Adjusted EBITDA dropped about $20 million, which suggests this "small slice" explains most of the profit decline.

Five percent of revenue can easily be 25% of the profit swing. That is a red flag the size of a barn, dressed up as reassurance.

There is a second detail buried in the call. Part of the revenue loss came from third-party vendors hit by Google's spam policy, which targets deceptive "back button" tricks. Some of this audience was monetized in ways Google decided it didn't like. Management is right that anonymous search traffic was low-value. But low-value revenue that falls straight to the bottom line still pays the bills.

The growth engines are smaller than they sound

Management calls digital subscriptions, licensing, and premium ads "the engines." Let's check the engine size.

Digital-only subscriptions bring in $46 million, up 5.3% year over year, while revenue per user hit a record $10.82, up 23%. Pause on that arithmetic. Revenue up 5% while price per user is up 23% means the subscriber count fell roughly 14%.

The company killed deep discounts and kept the loyal payers. That is a legitimate strategy, and a healthier base may well result. But "record ARPU" (Average Revenue Per User) is a price story, not a customer-growth story. Management concedes as much by promising a return to subscriber growth in 2027.

The marketing arm, LocaliQ, tells the same tale. Revenue per customer is up 6%, and the customer count is down 13%. Raising prices on a shrinking base works until it doesn't.

Licensing deals with AI (artificial intelligence) companies grew nearly 25% to $21 million. That is genuinely good. It is also under 1% of revenue, and the CEO himself admitted industrywide deal flow has slowed. Notably, he cited Anthropic's fair-use position as a headwind.

The jewel nobody's talking about

Tucked inside is Newsquest, the U.K. arm. It earned $13.8 million on a 23% margin, and revenue returned to slight growth. Compare that to the flagship USA Today Media segment, which earned $23.8 million on a 6.3% margin.

The British regional newspaper business is quietly the best-run piece of the company. It is a beautiful, boring machine. The market will pay no attention to it until someone breaks the company into parts.

The balance sheet: Where the story gets serious

Total debt is $952.9 million. Cash is $68 million. Net debt is about $885 million.

The share price is around $6. The market cap is roughly $0.9 billion by my estimate, using a share count implied by earlier reporting. The enterprise value (EV, the total price to buy the whole business: market cap plus debt minus cash) is about $1.8 billion.

So the debt is roughly half the value of the company. That makes the equity a leveraged bet. A 10% move in the value of the whole enterprise is roughly a 20% move in the stock, in either direction.

Now consider what management did this week. They announced that debt reduction is the number-one priority for the next few years. Then they arranged $50 million of additional borrowing from Apollo, their lender, specifically to buy back stock.

You can defend that. If the shares are truly mispriced, buying them at a discount with debt can create value. But look at the sequence. The company just cut its revenue outlook. It also said full-year EBITDA and free cash flow will fall versus 2025. Q3 free cash flow (FCF, actual cash left after paying all bills and maintaining the business) was a mere $4.3 million.

Borrowing to buy stock under those conditions is not what a company does when it sees danger. It is what a company does when it wants to send a signal.

The credibility ledger

On Aug. 6, the company reaffirmed its full-year outlook. It said it was getting close to the revenue inflection point. Three months later, it cut the revenue guide, pushed the digital 50% milestone from 2026 to 2027, and said the inflection is delayed "a few quarters."

Then the CEO said he is fairly confident the worst is behind them. Every executive in history has said that sentence. About half were right.

None of this makes management dishonest. Search shocks are real, and Google changed the rules. But a team that is wrong in the same direction twice in a row has to earn belief the hard way. The tool for doing that is cash, not commentary.

The $100 million cut: What it is, and what it isn't

Cost cuts are the most reliable lever in a declining business, because they are the only thing management fully controls. Roughly $100 million on a cost base of about $2 billion is a real number. They were fully in place by early October, so Q4 should show the benefit.

Two cautions. First, workforce reductions at a news company are surgery on the product itself. Management says the cuts were "targeted" and leaned on automation and outsourcing. Maybe so. Fewer reporters and a thinner product tend to show up in audience a year later.

Second, adjusted EBITDA conveniently excludes restructuring costs. Severance is real cash. Watch free cash flow, not the adjusted number.

Do the arithmetic yourself. Q3's EBITDA annualizes to around $146 million. Add $100 million of savings and you get roughly $250 million, before the revenue erosion that will keep chewing at it. Cost cuts have to outrun revenue declines of 6% or so a year on a $2 billion base. That is a treadmill with the speed turned up.

The lottery ticket worth a third of the debt

Then there is the Google lawsuit.

The trial begins April 5, 2027. A federal judge denied most of Google's bid to end the case early. The damages claim, made public for the first time, is $901 million through 2024, with more accruing until trial. Under antitrust law, damages can be tripled.

Compare that to a market cap near $0.9 billion. The claim alone is about equal to the entire equity value. A separate government case has already found Google illegally monopolized parts of this adtech market. That helps on liability.

But a claim is not a check. Damages must be proven. Google will fight causation and the size of the number. Appeals could take years. Settlements usually land at a fraction of the headline. My rough judgment is that a realistic, risk-adjusted value is somewhere in the low hundreds of millions of dollars, with huge error bars. It could be zero. It could be a jackpot.

The sensible way to hold this is as an option attached to a leveraged operating business. You are paid if the jury says yes. You are not paid if it says no.

Three futures, roughly weighted

The squeeze (about 35%). Search erosion spreads from anonymous traffic to the audiences management says are safe. Print declines keep outrunning cost cuts. The lawsuit settles small or loses. With a debt maturity on the horizon, the equity becomes a melting ice cube, and shares could fall well below $3.

The grind (about 40%). Cuts hold EBITDA roughly flat. Subscriptions inch up, licensing adds a little, and the lawsuit pays a modest amount. Debt falls slowly. The stock lives between about $5 and $8.

The break (about 25%). Audience stabilizes, direct-sold advertising accelerates, and the Google case produces a meaningful payout. Debt paydown plus the cut savings shifts the capital structure, and the stock could clear $12 or more.

These are judgments, not calculations. They are meant to show shape, not precision. The shape is lopsided in an interesting way: a lot of "meh," a real chance of ruin, and a fat tail upward driven mostly by a single jury trial.

Should you bet on it?

Not as a core holding. A business whose revenue falls 6% a year, with debt at half of enterprise value and a management team that just borrowed to buy shares, does not belong in the "quietly compounding machine" category. It is a turnaround, and turnarounds are won by cash flow, not by narrative.

But it is not a no-brainer pass either. The legal claim is real, the U.K. business is good, and the cost base can still flex. If you're interested in holding it, treat it as a small, speculative position and size it so a total loss would not hurt, and let the evidence arrive before adding.

What to watch

• Q4 delivery. Do EBITDA and free cash flow actually jump sequentially, after restructuring cash costs, as promised?
• Subscriber count. Not ARPU. Are paying readers growing again?
• The Apollo loan. What does the $50 million cost, and how much stock does it actually retire?
• Debt maturity. Does the 2029 term loan get refinanced on tolerable terms?
• Direct-sold advertising. Does management's promised acceleration show up in numbers?
• Insider behavior. Are executives buying with their own money, or just authorizing the company to?
• April 5, 2027. The trial date is the single biggest binary event.

The honest summary is this. The company has real assets, a real lawsuit, and a lower cost base than a month ago. It also has a shrinking top line, a heavy debt load, and a track record of optimism that outran results. Whether the lawsuit and the cost cuts outrun the erosion is the whole investment, and it won't be settled by this quarter's call.

The Motley Fool recommends USA Today. The Motley Fool has a disclosure policy.